离岸原油销售协议英文合同.doc

FOB CRUDE OIL SALES AGREEMENT 离岸原油销售协议This is to confirm the Agreement between us as follow: 我们之间的协议现来确认如下：Parties:当事人：SELLER- SAUDI ARABIAN OIL COMPANY, A COMPANY WITH LIMITED LIABILITY ORGANIZED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA 卖方：沙特阿拉伯石油公司，一家依照阿拉伯法律下的有限责任公司。BUYER- A COMPANY INCORPORATED UNDER THE LAWS OF 买方： 国家法律下的股份有限公司Term of Agreement合同条款This Agreement shall be effective as of and shall continue tin effect through and including with automatic one-year extensions thereafter unless terminated at the option of either party,other than for cause,upon at least sixty(60)days written notice prior to the expiration of the original term or,if applicable,any subsequent anniversary date.此合同自。起开始生效。若双方未提出终止合同，该合同将自动延期一年。在终止期前至少60天开出书面证明原始条款有效，如果适用的话,其后任何年均可继续生效。Grade,Quantity and Quality: 数量和质量等级3.1 Subject to availability and the production policies determined by the Government of the Kingdom of Saudi Arabia,SELLER shall deliver and sell to BUYER and BUYER shall lift or receive and buy from SELLER a total of insert quantity in numbers and words Barrels per day of Arabian Light crude oil, minus up to ten percent(10%)if BUYER s or SEELERs option,or plus up to ten percent (10%)if BUYER so requests and SELLER agrees. Additional volumes of crude oil of similar or different grades may be delivered under this agreement as the parties may from time to time agree.依据由沙特阿拉伯政府出台的有效相关产品政策，卖方应该将货物发送并卖给买家，买家也应该接受并且同意接手从卖方手里买的总数插入数量的数字和文字-阿拉伯轻质原油，数量的上下幅度为总数量的10%。如果买家这样要求并且卖家同意的话。额外大量的原油同品级的或是不同品级的将会遵从买卖双方的意愿按照合同的要求发货。The availability of each grade of crude oil specified in Paragraph 3.1 will be advised by SELLER from time to time in accordance with the production policies of Government of the Kingdom of Saudi Arabia. Subject to availability, and underless otherwise mutually agreed, the quantitied of each grade of crude oil to be lifted or received and purchased by BUYER during the term of this Agreement shall be spread over the term of this Agreement as evenly as practicable.每个可用的原油等级的表述在条款3.1，根据沙特王国的生产政策通知给卖方。双方同意，每个品级的原油数量被买房收到和被购买的，在被协议期限之内，将会遍及又很轻的实用性的条款。Notwithstanding anything to the contrary contained else where in this Agreement and without prejudice to any other rights or remedies available to SELLER hereunder if at any time BUYER,for at any reason other than force majeure(as defined in Paragraph 11.6)or a reason attributable to SELLER, fails to lift or receive and purchase quantities of crude oil in accordance with this Paragraph 3, SELLER may at one time or from time to time thereafter, at its sole discretion, and upon notice to BUYER, reduce any or all quantities and grades of crude oil which BUYER would have otherwise been entitled to lift and buy. 尽管任何相反的1包含在这个协议和其他地方不影响其他权利或补救措施提供本协议项下卖方有任何时候,如果买方在任何理由,不可抗力除外)项所定义的(11.6)或一个原因致使卖方不能提升,或接受和购买数量的原油依照本第三项规定,卖方可以在同一时间或从时间,以时间之后,行驶他的自由决定权,在通知买方,减少任何或全部数量、等级的原油,否则会被买方有权解除选购。 The quality of each grade of crude oil delivered hereunder shall be the usual quality of that grade being made available by SELLER at the time of loading of the crude oil at the SELLERs loading port in Saudi Arabia. SELLER warrants that it has good and marketable title to the crude oil, free and clear of all charges, liens and encumbrances but THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE CRUDE OIL, FOR ANY PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE CRUDE OIL AND ANY SPECIFICATIONS THEREFOR CONTAINED IN THIS AGREEMENT. 每个品级质量的原油是日常质量的，由卖方在装船原油卖方装运港美国在沙特的卖方的装运港。卖方保证具有良好的所有权与市场的原油、自由和明确的、留置物的所有指控,但没有及抵押担保或保证,明示或暗示,适销,或适度性的原油、适合于某特殊目的性或其他的描述,超越了微生物对原油的任何规格因此包含在本协议。 Price: 4.1 The price per barrel of each grade of crude oil to be sold hereunder shall be the average of the means of Oman and Dubai crude oil quotations (as published in Platts Crude Oil Marketwire under the heading Spot Assessment) for the entire month in which the Bill of Lading date falls, plus or minus a differential for each grade to be provided by SELLER to BUYER as per Paragraph 4.2.每个品级的原油的每桶价格买的价格将会取阿曼和迪拜的原油报价的均值的平均数。（正如在泼辣托市场上的点评估标题下的），一整个月的提单在日落期，加或减一个不同对于每个品级的由卖方提供给买方如段落4.2中的。On or before the fifth (5th) day of each month, SELLER shall notify BUYER of the differential to be used to determine the price per barrel of each grade of crude oil for sale under this Agreement during the following month (Scheduled Month of Delivery). Within five (5) calendar days after receipt of SELLERs notification as set forth in the preceding sentence, BUYER may elect to terminate this Agreement by delivering written notice thereof to SELLER. Unless BUYER elects to terminate this Agreement in accordance with the immediately preceding sentence, the price differential notified by SELLER shall apply. Termination by BUYER in accordance with this Paragraph 4.2 shall be effective as of the first day of the month following SELLERs receipt of BUYERs notice; provided, however, that termination under this or any other provision of this Agreement shall not affect the parties rights and obligations with respect to deliveries of crude oil under this Agreement which were made prior to the effective date of termination; and further provided that in the event of termination hereunder or expiration of the Agreement, this Agreement shall remain in effect with respect to all crude oil for which delivery has been confirmed pursuant to Paragraph 6. The differential applicable to such crude oil shall be the differential which was in effect during the month prior to termination. 每个月第五天或是第五天之前，卖方需通知买方，习惯于决定每个品级的原油的每桶的价格在协议下的下一个月的销售（预订交货月）。在收到如前所述的内容卖方在五个日历天之内通知，买家可能选择终止合同，通过发送书面证明的方式由此发给卖方。除非买方根据前述的内容终止协议，通知卖方的价格差异将被申请。由买方根据段落4.2的终止将会有效，自当月的第一天起根据卖方收到买方的通知为准，假使，然而，在规定条款下的此终止将不会影响到当事人的权利和义务希望原油按照合同的要求运送，在生效期前终止；如果是，在有效期内终止合同，合同将保持有效考虑到原油的运送确定依照段落6.在终止期前一直有效。If delivery is at Yanbu, BUYER shall pay, in addition to the price calculated in accordance with Paragraph 4.1, the East-West Pipeline transit fee, currently U.S. $0.25 (twenty-five U.S. cents) per barrel. 如果是在yanbu卸货，买家将会付款，额外价格的计算将会根据段落4.1，中东管道运输费，当前为每桶0.25美元（25美分）Should issuance of the Bill of Lading occur before or after the Scheduled Month of Delivery, the price of such cargo shall be calculated using the differential that would have applied had issuance of the Bill of Lading occurred in the Scheduled Month of Delivery; however, the Oman and Dubai Prices shall be calculated with reference to the Bill of Lading date, as set forth in Paragraph 4.1.签发提单应该在预期装运之前或是之后，运价将会计算使用不同的应该被申请的已经签发的提单；然而，阿曼和迪拜价格将会按照提单的日期来计算，如前所述的段落4.1Payment:支付条款；5.1 Payment for each parcel of crude oil sold shall be made in the full amount of SELLERs telexed or faxed invoice without discounts or deductions by BUYER to SELLER via electronic transfer in immediately available funds in U.S. Dollars to SELLERs account as follows: 支付每桶卖出去的原油将被全额的卖家给买家通过快速的可用的资金电传电传或是传真发票没有被打折或是被减价的划入卖方的账户如下：JPMorgan Chase, New York (CHASUS33) under direct SWIFT MT100 advice to JPMorgan Chase, London (CHASGB2L) for the account of JPMorgan Chase, London (CHASGB2L) Account no. 0010962009 for further credit to The Saudi Arabian Oil Company (Saudi Aramco) Account no. 22228301 SELLER shall invoice BUYER on or before the twenty-fifth (25th) day from and including the Bill of Lading date and BUYERs payment to SELLER shall be made not later than thirty (30) days from and including the Bill of Lading date. 卖方将会给买方开发票在提单日期的25天或是之前 ，买方支付给卖方将会不迟于提单签发日的30天。If any payment hereunder falls due on a Saturday or a New York banking holiday other than a Monday, payment shall be effected on the preceding bank business day. If the payment falls due on a Sunday or Monday New York banking holiday, then payment shall be effected on the next bank business day.如果是付款在周六到期或是纽约银行假日而非周一，支付在银行营业日生效。如果支付的到期日是纽约银行假日的周六或是周一，则支付将会在下一个银行工作日生效。5.2 All invoices for crude oil sold under this Agreement shall be sent to BUYER by telex, facsimile, courier or mail (at SELLERs discretion) in accordance with the following: 所有在合同下的原油的销售发票将会以电传、传真、快信或是信函（由卖方自行处理）的方式传给买方。5.3 If it is impossible or impracticable for SELLER to calculate the price for any parcel of crude oil sold hereunder prior to issuance of an invoice therefor, SELLER shall send to BUYER provisional invoice and BUYER shall pay said invoice in accordance with Paragraph 5.1. SELLERs provisional invoice shall be based upon (i) SELLERs best estimate of the price(s) as provided in Paragraph 4 with reference to the reference crude(s) and differential(s) applicable to such parcel, and (ii) SELLERs best estimate of the quantity of crude oil delivered.如果卖方在原油签发本发票之前不可行的或不可能计算按不同包装的原油价格,因此,卖方应将暂开的发票寄给买方,买方应该依照5.1条款向卖价支付货款。卖方开立暂时性发票应该按照条款4中规定的可行的包装方式给出最准确的预期价格和预期数量。5.4 As soon as the total amount due for any parcel is determined with reference to price(s) determined under Paragraph 4 and quantity of crude oil delivered as shown in the inspection report(s) received by SELLER, SELLER shall issue an invoice, which shall set forth adjustments for parcels provisionally invoiced, the settlement date of which shall be the fifth (5th) day after the day of issuance thereof or the date payment is due pursuant to Paragraph 5.1, whichever is later. Said invoice shall be paid on or before the settlement date by BUYER/SELLER, as appropriate. Said invoice shall include any applicable adjustment(s) due to BUYER or SELLER, the difference between the provisional price and the final price, and a further amount equal to such difference (i) multiplied by the rate set forth in Paragraph 5.5, (ii) multiplied by the number of days between the date of provisional payment and the settlement date, (iii) divided by 360 days. 只要是在条款4下面的付款总额和相应的包装以及在检验报告中显示的真实的发货数量，卖家能够接受，并且开具相应的发票，并作出对原来开具的暂时性发票作出调整的陈述，根据5.1条最晚结算日期为该发票出具日期后的第五天，另，根据实际情况，也可由买卖双方共同协商决定。发票也可以由买卖双方根据临时价格和最终价格的，在、进一步的价格等于临时价格和最终价格的差价乘以5.5条提到的计算率再乘以临时付款日和结算日之间的天数除以360天。5.5 Any amount not paid by either party when due shall bear interest from the date upon which payment was due through the date of payment at a rate equal to one percent (1%) above the one (1) month British Bankers Assoc. London Interbank offered rate (LIBOR), for U.S. Dollar deposits as shown on Reuters screen, reference page “LIBOR01” fixed at 11:00 a.m. London time, on the first banking day of the month in which payment was due. Interest at the rate set forth above, determined on the first banking day of the month in which BUYERs payment is due, shall also be payable by the party who owes any adjustment pursuant to Paragraph 5.4, on the amount of such adjustment, from the date on which BUYERs payment is due through the date such adjustment is paid. All payments of interest by either party under this Agreement shall be made in the full amount due, free of any withholding tax imposed by any government. 任何一方不支付金额应当承担到期时的利息在付款方式是由于付款日期通过速率等于百分之一(1%)以上的一(1)个月英国银行家学会。伦敦银行同业拆借利率(指美国美元存款),按照路透社屏幕,参考页”LIBOR01“固定在伦敦时间上午11点,利息税率,或最确定的第一个银行工作日的月份是由于买方支付,应当同时应付任何调整谁欠谁,根据第5.4,数量上进行调整。所有支付的利息在本协议项下的任何一方应以全部欠费,没有被任何政府征收任何预提税。If BUYER has NO Line Of Credit (LOC) - then use the following Paragraph 5.6 For crude oil to be lifted or received under this Agreement, BUYER shall establish and deliver to SELLER at least ten (10) days prior to the scheduled date of arrival of BUYERs vessel at the loading terminal, an irrevocable standby Letter of Credit issued or confirmed by a bank acceptable to SELLER in accordance with the attached Form L (01/09/02). All bank charges incurred in connection with the establishment of letters of credit, including without limitation, opening,amendment and correspondent charges, confirmation and all related banking fees, commissions or expenses shall be for BUYERs account. In addition, BUYER shall bear all costs of demurrage or any other fees or charges arising from BUYERs failure to provide a Letter of Credit or confirmation thereof acceptable to SELLER by the date specified. BUYERs provision of a Letter of Credit is an express condition precedent to SELLERs obligation to deliver and sell crude oil under this Agreement. 原油或收到举,在此协议下,买方应向卖方建立和交付至少十(10)天前到达的日期买方船只在装载终端,不可撤消的信用证签发或经卖方所接受的银行按照所附表格L(01/09/02)。有关的所有银行费用设立的信用证,包括但不限于、开放、修改和相应的费用、确认和所有相关的银行费用、佣金、或费用应由买方负担。此外,买方应负担一切费用,或其他任何费用或滞期费所产生的费用由买方未能提供的信用证或其卖方确认接受由指定日期。买方提供信用的一封信是一个表达的先行条件卖方交货义务和出售其在本协议项下的原油。OR If BUYER has Line Of Credit (LOC) - then use the following Paragraph 5.6 5.6 For purchases of crude oil or products under this Agreement or any other agreement which would result in a total estimated indebtedness of BUYER to SELLER exceeding, at any one time, insert amount of BUYERs Line of Credit in words and numbers, BUYER shall obtain and deliver to SELLER at least ten (10) days prior to the Firm Arrival Date, an irrevocable standby Letter of Credit issued or confirmed by a bank acceptable to SELLER in accordance with the Attachment Form L (01/09/02), in an amount equal to or greater than one hundred ten percent (110%) of: (i) BUYERs total estimated indebtedness to SELLER under this Agreement; plus (ii) BUYERs total estimated indebtedness to SELLER under any other sales agreement between SELLER and BUYER; minus (iii) said Line of Credit of insert amount of BUYERs Line of Credit in words and numbers. All bank charges incurred in connection with the establishment of letters of credit, including without limitation: opening, amendment and correspondent charges, confirmation and all related banking fees, commissions or expenses; shall be for BUYERs account. In addition, BUYER shall bear all costs of demurrage or any other fees or charges arising from BUYERs failure to provide a Letter of Credit or confirmation thereof acceptable to SELLER by the date specified. BUYERs provision of a Letter of Credit required under this Paragraph is an express condition precedent to SELLERs obligation to deliver and sell crude oil under this Agreement. Within six (6) months following the end of BUYERs fiscal year, BUYER shall submit to SELLER copies of BUYERs audited financial statements, in the English language, for BUYERs previous fiscal year. If BUYER fails to timely submit such audited financial statements, the line of credit shall be canceled at the end of seven (7) months following the end of the BUYERs fiscal year, which is _insert date of LOC cancellation_of 200_, and of each successive year of the Agreement. Furthermore, if at any time SELLER determines that in SELLERs good faith business judgment (exercised in SELLERs sole discretion) an event or circumstance has occurred or arisen which will have a material adverse impact on BUYERs ability to perform its payment obligations under this Agreement, SELLER shall have the unilateral right to reduce or eliminate BUYERs line of credit, effective thirty (30) days after SELLER so notifies BUYER in writing. In the event SELLER cancels BUYERs line of credit for failure to submit audited financial statements as required or SELLER reduces or eliminates BUYERs line of credit as provided in the preceding sentence, BUYER shall obtain and deliver to SELLER an irrevocable standby letter of credit as described above. 用于购买原油或产品在本协议或任何其他的协定,它会导致债务总计大约有买方,卖方在任何一个时间超过,插入数量的买方授信额度的话语和编号,买方应向卖方获得至少十(10)天前到达日期,公司开立不可撤销的信用证签发或经卖方所接受的银行按照附件形式),在L(01/09/02总额等于或大于百分之一百一十(110%)的:(1)买方对卖方的债务总计大约有其在本协议项下的,以及(2)买方对卖方的债务总计大约有销售协议,在任何其他卖方与买方之间;(3)说减去授信额度的插入数量的买方授信额度的话语和编号。有关的所有银行费用设立的信用证,包括但不限于:开放、修改和相应的费用、确认和所有相关的银行费用、佣金、或费用,应由买方负责。此外,买方应负担一切费用,或其他任何费用或滞期费所产生的费用由买方未能提供的信用证或其卖方确认接受由指定日期。买方提供信用证必须在这段是一个表达的先行条件卖方交货义务和出售其在本协议项下的原油。后六(6)个月内结束后买方财政年度,买方应向卖方在买方副本审计过的财务报表,在英语语言的学习,为客户的一个会计年度。如果买方未能及时报送审计过的财务报表,授信额度将被取消的最后七(7)个月结束后买方财政年_ 插入日期是200年取消_ ,每一次连续一年的协议。6. Delivery: 6.1 Delivery and lifting shall be free on board (F.O.B.) at SELLERs Marine Loading Terminal at Ras Tanura (which for purposes hereof includes Ras Tanura or Juaymah) in accordance with the Terms and Conditions Governing Deliveries of Bulk Crude Oil by Saudi Aramco as SELLER at Ras Tanura (Form A, dated 11/01/93) as SELLER may amend such Terms and Conditions from time to time. At BUYERs request, SELLER may, at its discretion, consent to F.O.B. delivery and lifting of one or more cargoes of crude oil at SELLERs Marine Loading Terminal at Yanbu. In such event, delivery and lifting shall be in accordance with the Terms and Conditions Governing Deliveries of Bulk Crude Oil by Saudi Aramco as SELLER at Yanbu (Form B, dated 11/01/93) as SELLER may amend such Terms and Conditions from time to time. SELLER shall advise BUYER of any changes to Form A or Form B, as applicable, at least sixty (60) days prior to implementation of such change. 交货和提货将船上交货(卖方)在船上的海洋最终在奥斯坦怒啦卸运,根据这些条款和条件控制交货的大部分沙特原油公司作为“卖方”(形成易燃气体安全、陈旧11/01/93)作为卖方可以随时修正这些条款和条件。应买方要求,卖方可以,依据它的见解,同意并提升离岸价交付货物的一个或一个以上的原油在卖方的海洋运输在Yanbu卸货。在这种情况下,交货和提升应依照这些条款和条件根据沙特原油公司散装原油Yanbu作为卖方”(表格B Yanbu约会,11/01/93)作为卖方可以修正这些条款和条件。卖方应通知买方的任何变化方式A或是方式B,如可行,至少六十(60)天前实施改变。6.2 In connection with F.O.B. deliveries at Ras Tanura/Juaymah /Yanbu, BUYER shall have the right to appoint at its expense an independent inspector to witness the quantity and quality measurements of crude oil performed by SELLER in accordance with appropriate measurement standards and procedures in use at the loading terminal. 结合在拉斯坦怒啦船上交货，买方有权任命一个独立检查员来见证的数量和质量的测量由卖方提供的原油，按照适当的测量标准和程序在最终卸货的时候进行检查。7. Title and Risk of Loss: Title to and risk of loss of all crude oil sold hereunder shall pass to BUYER at the point at which the loading terminals loading line connects with the vessels permanent hose connection. It is expressly understood that the passage of