coaldraftcontract-印尼动力煤进口合同.doc

Coal PA No.: /RKW-CN/1-10COAL SALES & PURCHASE AGREEMENTNo.This agreement made this date . between : SELLER: , company organized and existing under the laws of , (hereinafter referred to as “Seller”), having its registered office at and BUYER: DEFINITIONSIn this Agreement unless the context otherwise requires: i“adb” means air dried basis. ii“arb” means as received basis. iii“Bill of lading” means the bill of lading issued by the vessel owner to the Seller in respect of the stated amount of Coal in a particular shipment. iv“Business Day” means the period between the hours of 8am to 4pm on a day other than Saturday, Sunday or any public holidays. v“Cargo” means cargo of approximately 50,000 MT +/-10% as per Sellers option.vi“Coal” means legal steaming coal produced for the Seller from South Kalimantan area, Indonesia. vii“Contract Quantity” means approximately 50,000 MT +/- 10% as per Sellers option.viii“Delivery Point” means the free on board vessel at the Loading Port.xi“Demurrage” means a charge payable in the event the Seller is unable to complete loading a ship within Laytime.x“Dispatch” means the charge payable in the event the Seller completes loading the ship before the end of Laytime.xi“Loading Port” means the vessel anchorage at Tanjung Pemancingan, Indonesia, or such other port as the parties may agree to in writing.xii “Kcal/Kg” means kilocalories of energy per kilogram of coal.xiii“Laytime” means the time allowed for loading a vessel, calculated in accordance with clause 9.xiv“US$” means (unless otherwise specified) the currency of the United States of America.xv“Party” or “Parties” means Seller or Buyer or Both.xvi“Tone” means a metric tone of 1000 kilograms. For the purpose of conversion a metric tone equals 0.984206 long tones and a long tone equals 1.016047 metric tones. WHEREAS, Seller has agreed to sell and Buyer has agreed to purchase the Coal in accordance with the terms and conditions set out below. The Seller and Buyer mutually agree as follows: 1.0 QUANTITY1.1 Seller agrees to sell and Buyer agrees to purchase the Contract Quantity of approximately 50,000 MT +/- 10% .2.0 DELIVERY 2.1 Seller undertakes to deliver the Contract Quality to the Buyer at the Delivery Point for shipment schedule 50,000MT per month or upon confirmation by both parties. Laycan of the shipment will be discussed and mutually agreed by both Parties by email or fax. 2.2 The Seller is responsible for providing the barges sufficient to load at the specified rate to the vessel(s) chartered by the Buyer under this Agreement. Buyer to provide grabs-fitted vessels capable of accepting coal at the delivery rate. 3.0 QUALITY 3.1 The Coal supplied shall be freshly mined from the open cast mines in South Kalimantan area, Indonesia.Each delivery of Coal by Seller shall be of merchantable quality, well blended and delivered as far as reasonably practicable clean and free of all debris, earth and other foreign matter. Each delivery of Coal shall meet the following specifications, determined at the Loading Port in accordance with the applicable ASTM Standards by PT. Geoservices Ltd., or any other independent surveyor agreed by both parties. ItemGuaranteed / LimitRejectionTotal Moisture (arb)17 - 21 %22% Inherent Moisture (adb)8 - 12 %13%Ash (adb)10 % maxVolatile Matter (adb)38 44 % maxTotal Sulfur (adb)1 % max Gross Calorific Value (arb)5300 kcal/kg 5100 kcal/kgHGI42 - 55Ash Fusion Point1200 minSize 0 - 50 mm90 % min3.3. If the Parties agree or as a result of the testing in Clause 3.1 it is determined, that the Coal exceeds the rejection limits set out in Clause 3.1 (“Non-Specification Coal”) regardless of whether or not Seller has notified Buyer that it is Non-Specification Coal, then: a. If initiated by Buyer at its sole discretion, the Parties shall immediately discuss alternative terms of supply and may agree the price and the terms upon which Buyer shall purchase the Non-Specification Coal, whereupon Buyer shall purchase such Non-Specification Coal; or b. Buyer may, if Buyer does not initiate such discussions or if the Parties fail to reach agreement in accordance with (a) above, reject the Non-Specification Coal, whereupon Seller shall immediately remove the Non-Specification Coal and Buyer shall not be obliged to pay for it.3.4. At the Loading Port, Seller shall cause representative of the Coal to be taken from the shipment and arrange for such samples to be analyzed by a qualified independent testing laboratory appointed by Seller and approved by Buyer.The said samples shall be combined by the laboratory to form a composite sample and analyzed in accordance with the Standard Item specified in Clause 3.1 Seller shall provide Buyer with a certificate from such laboratory within 5 (five) working days showing the results of such analysis for each item in Clause 3.1 and such analysis shall constitute the basis for Sellers invoice. The cost of such analysis shall be for Sellers account. The result of such sampling and analysis shall be final and binding at loading port. 4. WEIGHT DETERMINATIONThe weight of each shipment of Coal shall be determined at the Loading Port by a survey of the vessels draft and utilizing vessel immersion scale weights to the nearest Tonne, conducted by a qualified independent agency appointed by the Seller and approved by the Buyer. The Certificate of Weight provided by the independent agency shall constitute the basis for the Sellers invoice; therefore determination of weight will be final and binding at loading port. The cost of such weight determination shall be for the Sellers account.5. PRICEThe price of the Coal in this agreement is US$75(seventy five) per MT CNF Rizhao Port,Shandong province, China. At Tanjung Pemancingan anchorage basis 5300 kcal/kg (arb) and will be adjusted in every shipment. With prorate adjustment in price as stated in clause 3.2. 6. PAYMENT After signing the contract , the seller or the sellers agent shall remit USD deposit which the amount is 2% of the contract cargo value to the buyer within 3 days as the performance guarantee bond.6.1 Term of payment a. After signing the contract, Buyer has to establish an irrevocable, 100% payable at sight LC covering 95% of the contract cargo value to the buyer within 12days,such L/C shall be settled , accepted and approved by buyer and seller no less than 20 days prior to shipment date.b. Provisional 95% payment of the value of the shipped goods against the following documents:i. Commercial invoice 3/3 original.ii. Full set of 3/3 original Bill of Lading made out to order, blank endorsed marked “freight prepaid”.iii. 3/3 original Certificate of Origin issued by the local chamber of commerce in Indonesia,iv. 3/3 original Certificate of Weight and Quality Inspection issued by CCICv. The balance of 5% payment will be paid after CIQ inspection by T/T. 6.2 Sellers invoice shall be calculated based on the price as shown in Clause 5 to give a value per Ton of Coal (US$/Ton). The invoice price shall be further multiplied by the Tones delivered, as determined in accordance with Clause 4.0 of this agreement to produce the invoice amount in US Dollars. The Seller shall provide 3 original copies of invoices; 2 copies original invoices to bank and 1 copy original invoice to the buyer. 6.3 Seller shall submit an invoice to Buyer by facsimile and by mail, accompanied by a copy of the Certificate of Weight and a copy of the Certificate of Analysis as soon as possible after the completion of delivery of the Coal. The invoice shall specify the amount of Coal delivered to Buyer, and the price of such Coal.7 TITLE AND RISK OF LOSSProperty in and responsibility (including all risk of loss, damage or destruction and other liabilities and responsibilities implied by ownership) for Coal shall pass to Buyer upon delivery of such Coal to the Delivery Point. 8 SHIPPING AND DELIVERY REQUIREMENTS 8.1 Buyer shall give vessel nomination to Seller at the latest 20 days before the first date of the agreed laycan and vessel substitute maximum 5 days before first date of the agreed laycan received by Seller, otherwise Seller shall not commit the agreed laycan and both parties shall discuss further about the new laycan. The age vessel must be not more than 20 years old. The Stowage plan shall accepted based on last information at least 5 days before vessel ETA. 8.2 The Buyer shall arrange for the utilization of a bulk carrier suitable for the carriage of the Coal and suitable to load from barge at the Loading Port. All vessels shall be equipped with 4 sets of hydraulic system crane minimum capacity 25 MT and fitted 4 sets of grabs each with minimum capacity of 10 cbm to achieve the maximum loading rate of 8,000 MT PWWD WP SHINC. The loading rate shall be further determined and confirmed by both parties upon receiving the ship particular of each vessel. 8.3 The Buyer shall give a notice to the Seller containing the following information at least fourteen (14) Business Days prior to the expected date of arrival at the Loading Port of a vessel suitable for berthing and loading at the Loading Port and suitable for discharging at the Discharging Port at the agreed rate, as arranged by the Buyer in accordance with Clause 8.1: a. Name and particulars of the vessel b. Vessels expected date of arrival at the Loading Port c. Quantity scheduled to be loaded 8.4 Based on the Buyers schedule of shipment and the advice of the vessels arrival, the Seller shall, before such arrival, complete necessary preparation for the loading of the Coal.9 LOADING TERMS 9.1 Sellers guarantee one safe port/ anchorage at Tanjung Pemancingan where vessel shall always be afloat at the loading port.9.2 Laytime Calculations a. Laytime for loading shall commence twelve (12) hours after the Notice of Readiness is tendered, or upon commencement of loading if sooner commenced, and shall be for a period of;Amount in day = total tonnage of the shipment / agreed loading rate (based on the vessel nomination acceptance).Laytime for loading shall be calculated on Bill of lading quantity b. Laytime to cease on completion of loading.c. Shifting time from anchorage (at the time the Pilot is onboard) to the loading anchorage shall not count towards Laytime.d. Once demurrage is always demurragee. In the event of the Sellers failure to load full cargo on the arrival of the vessel at load port, all losses including dead freight, demurrage incurred shall be for Sellers account. In case the loading of the vessel is interrupted for more than 72 consecutive hours for reason of cargo shortage and/or non readiness of Sellers customs/port/governmental documentation formalities, Buyer has the right to sail the vessel with cargo on board and Seller shall be responsible for direct and consequential losses on account of the same. 9.3 The Seller shall arrange for the cargo to be transported by barge to the side of the vessel.9.4 Demurrage and Dispatch Money a. The Seller shall be liable to pay to the Buyer all Demurrage charges calculated in accordance with the terms of this Agreement. Demurrage charges shall be paid in respect of time required to load the vessel in excess of Laytime at the rate of the relevant charter party per day (pro-rata) for all time in excess of Laytime. 9.5 The Seller or Buyer (as the case may be) shall notify the other Party by facsimile of the amount of Demurrage, Dispatch or Dead Freight due at the completion of loading of each shipment. The Seller shall pay the other Party the Demurrage and Dead Freight and the same will be adjusted in the final Invoice. The Dispatch money for the Loading Port will be paid within 30 (thirty) days after completion of discharging of cargo. 10 AGENCY The Seller and the Buyer, respectively, may appoint their agents to perform all or any part of their obligations hereunder. A Party that appoints an agent(s) to perform such obligations shall, as soon as is reasonably practicable, notify the other Party in writing specifying the name and contact details of the agent(s).In such event, the Party who has appointed an agent shall be directly and unconditionally responsible to the other Party in all respects as to the acts of their agent performed within the scope of agency created.11 INSURANCE Buyer shall be responsible for insurance cover from delivery point to destination port. 12 FORCE MAJEUREA Party (“Affected Party”) will be relieved from the performance of its obligations under this agreement (but excluding the performance of an obligation to pay money) to the extent and for the duration that such performance is prevented through reduction of, or interference with the production, delivery, receipt or consumption of Coal by a cause beyond the control and without the fault or negligence of the Affected Party.Causes or events relieving a Party from performance of its obligations, to the extent and for the duration of such causes or events shall include but not be limited to the following: Acts of God or public enemies; acts of Government in either its sovereign or contractual capacity; Governmental restrictions or control on exports or imports; war, riots, fires, floods, strikes, lock-outs, epidemics and quarantine restriction. If such Force Majeure conditions or other circumstances beyond the control of the Affected Party occur or are likely to occur, the Affected Party shall notify the other Party promptly of the occurrence of such circumstances by facsimile. The Affected Party shall use all reasonable endeavors to remove the cause of the delay, interruption or failure and to resume with at least possible delay its obligations in compliance with this agreement. Furthermore the Affected Party shall furnish the other Party with a progress report by facsimile, of the then current situation weekly or from time to time upon the request of the other Party.13 ASSIGNMENTThis Agreement is binding on and for the benefit of the Parties and their successors, transferees and assigns, but this agreement shall not be assigned or transferred by Seller or Buyer, in whole or in part, either voluntarily or by operation of law, without the written consent of the other Party being first obtained but such consent to assignment shall not be unreasonably withheld. 14 NOTICESAny notice given by one Party to the other shall be in the English language and sent by facsimile, mail, email or by courier. Any notice sent by facsimile shall be deemed received on the day of transmission and any notice sent by mail or courier shall be deemed duly received on the seventh day following deposit in the mall or with courier, prepaid, and properly addressed as follows:SELLER OFFICE: Personal Contacts: Bank Details: Account Name : Account Number : Bank Name: Branch Address : SWIFT :Personal Contacts:Bank Telp.: Bank Fax: BUYER:Bank Details:Personal Contacts: 15 WAIVER Except as herein otherwise specifically provided, the failure of either Party to insist on strict performance of any provisions of this agreement or to take advantage of any right hereunder, shall not be construed as a waiver of such provisions or right or a waiver of any subsequent performance thereof. 16 REMEDIES CUMULATIVE Remedies provided under this agreement shall be cumulative and in addition to other remedies provided b