开MT760合同-(1).doc

页 1 SALES the prices for that day shall be taken from Platt s published on the next bank business day Buyer is responsible to pay commissions to the Buyer s side intermediaries against a separate MFPA 11 PAYMENT TERMS Cash payment of cargo after CIQ report shall be effected by SWIFT wire transfer MT103 or TT to the reseller s bank within 72hours of the cargo documents and commercial invoice presented at Reseller s bank to the Buyer s Bank Upon the Reseller s confirmation receipt the buyer s bank payment under the standing instruction the Reseller s bank will automatically SWIFT MT103 to the Seller s Bank 12 NOMINATION PROCEDURE CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 7 of 18Buyer s Initials 12 1 The seller provides the contract version Both parties sign the contract and sell the two parties to their respective bank and the seller issue full POP 卖家提供合同版本 双方签署合同 卖买双方送到各自的银行 并提供装船 P0P 文件 12 2 After all the POP documents received by the buyer s Bank the buyer s Bank through the MT999 funds to the seller s Bank 买方银行收到全部 POP 文件后 买家银行通过 MT999 资金证明给卖方银行 12 3 Seller s Bank issued a non effective 2 PB the buyer s Bank issued MT760 activation 2 PB 卖方银行发出不生效的 2 PB 买方银行发出 MT760 激活 2 PB 12 4 After the seller received a letter of funds locked Seller issue NOR ETA and ATB DTA to buyer at the same time vessel enter into anchorage that buyer supercargo instruct anchorage in discharge port 卖方收到 mt760 后 卖方签发 NOR ETA 和 ATB DTA 船进入买方指定卸货港锚地 12 5 Buyer process CIQ 买家做 CIQ 检验 12 6 Seller issues commercial invoice and all cargo documents in Buyer s name to Buyer based on outcome of CIQ report 卖方签发商业发票并提交全部 P0P 文件在买方名下 CIQ 报告检验合格 12 7 Buyer s bank swifts payment by MT103 TT for entire cargo within 72 hrs after successful receipt of CIQ report by buyer seller Title will be transferred to buyer name 买方在收到 CIQ 报告检验合格 72 小时内 买方银行通过 MT103 TT 支付全部货款给卖方 货 权转移 13 0 LAY TIME 13 1 TIME ALLOWED FOR DISCHARGING The time allowed for discharge of the vessel shall be 36 running hours Lay time shall begins to run six 6 hours N O R when the vessel is fast at berth which ever occurs first and notice has been tendered by the master of the vessel Except that Sundays and holidays unless used would not count nor would weather prevented discharging delaying count as time during which discharge could not be executed owing to technical and other conditions depending on the tanker and such events or occurrences are not to be included in the Lay time 13 2 Discharge shall be deemed to be completed upon disconnection of hoses and certification of as agreed to above as the quantity and quality Which inspection shall be completed in no more than twelve 12 hours from the time of berthing of the vessel and commencement of discharge at the Buyer s designated shore tanks CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 8 of 18Buyer s Initials 13 3 STAND BY TUG BOAT It is the Seller s obligation to provide tug boat s at its cost during the entire time the ship is berthed at discharge port when it is obliged by the port authorities 13 4 All relevant expenses i e Pilot age towage launching tugs and stand by tug boats agency fee quay dues port workers dues any other expenses due such as taxes relevant to vessel etc are for the Seller s account at port of discharge 13 5 Buyer s obligation at the discharge port shall be for those expenses incurred to facilitate and accommodate the discharge at Buyer s shore tanks as well as all charges on the cargo 13 6 DEMURRAGE Demurrage incurred at discharge port only if any shall be calculated at Charter Party rate Copy of this section will be provided to the buyer from the charter party agreement All customs formalities if any at the port of discharge will be taken care of by the Buyer 14 SHIPMENT BANKING PROCEDURES SELLER S BANK SHALL POST THE ORIGINAL COPIES OF THE POP AND BL THROUGH BANK TO BANK EXPRESS TO BUYER S BANK BUYER BANK SHALL BE RESPONSIBLE TO HOST RECEIVE THE DOCUMENTS AND PAY FOR DOCUMENTS REDEMPTION THROUGH THE METHOD OF DP 15 WARRANTIES The Sellers warrants that it has the clear and qualified rights to sell or otherwise dispose of the Cargo as offered to him which is the subject matter of this Contract and that the Cargo is clear of all liens and encumbrances 16 DOCUMENTS 16 1 Proof of product The Proof of Product POP should consist of the following documents issued in Original or copies certified by the WTO recognized notary 产品的证明文件应包括由世界贸易组织认可的公证机构出具的正本或副本的下列文件 16 1 1 POP allocation document issued or assigned sealed and signed by NNPC showing Seller as beneficiary valid for the actual period of time 由 NNPC 签署发出的授权卖方的证明文件 包括有效时间 16 1 2 Seller s Company Act of Incorporation CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 9 of 18Buyer s Initials 16 1 3 Loading Terminal confirmation on readiness to receive and load the product 接收和装载该产品的准备接收和装载终端确认 16 1 4 Pro forma of the Commercial Invoice based on the calculated price and quantity Platt s quotes from the day of issue must be enclosed 基于计算出的价格和数量的商业发票 16 2 Shipping documents 装运单据装运单据 The documents that will be handed over by the Seller s bank to the Buyer s bank for confirmation that the product has been discharged and shall be subject to effect the payment are as follows 16 2 1 One 1 original and three 3 copies of the Commercial Invoice based on the loaded quantity and quality by SGS report Showing name of vessel date of completion discharge quantity and state of delivery 商业发票 1 原件 3 副本 显示船名 日期和排放量 16 2 2 Full set of three 3 original and non negotiable copies of Bill of Lading The B L to be signed in original by the master of vessel endorsed to the Buyer showing destination Marked Freight Prepaid and Clean on Board 全套原始提单 并由船长签发正本背书给买方港口 16 2 3 One 1 original and three 3 copies of the Certificate of Quantity issued at the discharge port 卸货港出具的数量证明书 1 原件 3 副本 16 2 4 One 1 original and three 3 copies of the Certificate of Quality issued at the discharge port 卸货港出具的质量证明书 1 原件 3 副本 16 2 5 One 1 original and three 3 copies of the Certificate of Origin countersigned and stamped by a local Chamber of Commerce at loading port 原产地证书 在装货港当地商会签盖章 1 原件 3 副本 16 2 6 One 1 original and thee 3 copies of the Master s Receipt of samples 船长收到样品证书 1 原件 3 副本 16 2 7 One 1 original of the Ullage report issued at loading terminal 在负载端发出的空距报告原件 16 2 8 One 1 original and three 3 copies of the Cleanliness Report at loading port 装货港的清洁报告 1 原件 3 副本 16 2 9 One 1 original and three 3 copies of the Certificate of Ownership assigned to the Buyer 转让给买方的所有权证书 1 原件 3 副本 16 2 10 Copy of Platt s indication from the date of Bill of Lading to support the Invoice value 提单签发之日 16 2 11 One 1 original and three 3 copies of the Custom Clearance at the loading port CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 10 of 18Buyer s Initials 装货港的海关清关 1 原件 3 副本 17 PERFORMANCE BOND PB According to the provisions of article 12 3 of this contract The seller s bank shall in accordance with the provisions be irrevocable non transferable and 2 of the performance bond To enter the bank account of the designated beneficiary of the buyer According to appendix B 根据本合同第12 3条的规定 卖方银行按照规定 将不可撤销 不可转让的 2 履约保证金 打入买方 指定受益人的银行账户 按附录B 17 1 The format of the Performance Bond shall be in accordance with the latest ICC URDG 758 International Chamber of Commerce Uniform Rules for Demand Guarantee as per ANNEX B 该履约保函的格式应与最新的国际标准一致 URDG 758国际商会统一需求保障规则 按 附录B 17 2 In the event of Non performance by the Seller the Seller s PB will be called up by the Buyer 在卖方不履行合约的情况下 卖方的PB将由买方获得 17 3 If after 15 fifteen business days of receiving the MT799 MT760 the Seller fails to effect the issuance of a perform procedure the seller shall be liable to paying and shall actually pay a penalty fee of 2 PB as compensation to the buyer through the buyer s Bank as contained in the signed SPA Also after Seller had received a MT799 MT760 from the Buyer delay exceeding the validity of the MT799 MT760 shall be considered as a non performance on the part of the Seller and the Buyer shall at such point claim the value of the Performance Bond earlier given in favour of Buyer 如果在收到mt760后的十五个工作日内 卖方不能履行合同 卖方应负责支付违约金2 的PB作为给买 方的补偿 17 4 Except as expressly provided in the Agreement neither Seller nor Buyer shall be liable for any indirect or consequential losses which may be suffered or alleged to have been suffered by the other party 除本协议明确规定外 卖方和买方均不承担任何可能遭受的间接损失 18 TAXES DUTIES CHARGES The Seller shall pay the standard agency fees towage pilot age and similar port charges port duties and after taxes against Vessel The Buyer as the importer of record shall comply with all applicable government regulations governing said importation procure all necessary licenses and permissions and shall pay or cause to be paid all duties Imposts and taxes for its Importation CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 11 of 18Buyer s Initials 19 Force Majeure Neither the Seller nor Buyer shall be responsible for any failure to fulfill their respective obligation under the Agreement if fulfillment has been prevented or curtailed by any circumstances whatsoever which are beyond the reasonable control of Seller or Buyer as the case may be including without prejudice to the generality of the foregoing a Compliance with any order demand or request of any government or of any international nation port transportation local or other authority or agency or of anybody or person purporting to be or to act for such authority or agency 1 Any strike lockout or labor dispute 2 Adverse weather perils of the sea or embargos 3 Delays of Vessel due to breakdown provided always that nothing contained herein shall relieve Buyer of any of its obligations to make payments due to Seller under the Agreement by the due dates or according to the provision of paragraph which obligations are absolute b In case of circumstances of Force Majeure lasting more than ninety 90 days the Buyer shall have the right to cancel the Contract partly or in total In such a case none of the Parties hereof shall have the right to any compensation for possible losses from the other Party 1 The Party seeking relief under a of this paragraph shall advise the other Party as soon as practicable of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress cessation of those circumstances 2 The certificate issued by the respective Chambers of Commerce in the country where Force Majeure arises shall be sufficient proof of such circumstances and their duration 20 LIABILITIES After receiving the Buyer s Documentary Letter of Credit any delay exceeding three weeks for loading the vessel shall be considered as a non performance on the part of the Seller Except as expressly provided in the Agreement neither Seller nor Buyer shall be liable for any indirect or consequential losses which either Party may have suffered or alleged to have suffered 21 ASSIGNMENT a The Buyer and the Seller may at any time assign this contract or its total or partial performance hereof to any other company which assumes the obligations of the Seller Buyer CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 12 of 18Buyer s Initials under the terms of the assignment Formal notice of the assignment shall be rendered to the Buyer Seller expressly indicating there on the Assignee s full coordinates Any assignment not made in accordance with the forgoing provisions shall be null and void b If assignment is agreed upon a formal Notice of the Assignment shall be submitted to the Buyer Seller which will contain the Assignee Company s Name address principal person contract official and their telephone and phone fax numbers 22 ARBITRATION AND LEGISLATION This Agreement shall be governed and construed in accordance with English laws a Each of the Parties here has full corporate legal authority to execute this Contract and accordingly be fully bounded to the terms and conditions therein INCOTERMS 2000 rules that the Contract Electronic Document Transmission EDT is legally binding The Terms shall apply and be deemed to be valid and enforceable by either Party and each Party shall be in a position to request a hard copy of the Contract or any previous electronically transmitted copy b If any dispute or controversy that may arise in connection with or as a result of provision or provisions of this Sales Purchase Agreement which is not settled amicably by the Parties it shall then be resolved by the rules of Conciliation and Arbitration of the International Chamber of Commerce ICC Paris France c One 1 arbitrator in accordance with the rules shall conduct the proceeding for Arbitration of the International Chamber of Commerce ICC The arbitration proceeding shall be conducted in the English language d Any arbitral award shall be enforceable in accordance with the rules of the New York convention of 1958 on the recognition and enforcement of foreign arbitral awards Judgment upon the awards rendered may be made to the said courts or other authority for a judicial acceptance to the award and an order of enforcement as the case may be e After the court has rendered a verdict this Contract can be terminated and the prevailing Party will be compensated for costs and damages 23 GENERAL PROVISIONS The Parties hereby agree that this contract shall become valid and operational if and when signed and sealed in counterparts and until both Parties have fulfilled their obligations a The Agreement and all information obtained by one Party from the other Party shall be treated as confidential b The headings appearing in the contract are for convenience only CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 13 of 18Buyer s Initials c Any modification of addition to the Agreement shall be made in writing 24 NOTICES Unless otherwise agreed in writing any notices statements requests or other communications to be given to either Party pursuant to this contract shall be sufficiently made if sent by post by e mail if e mail is possible postage paid or by telegraph telex facsimiles transmission or other means of data transmission to the address of the Party specified for this purpose in the contract 25 AMENDMENTS AND WAIVERS a This Agreement shall not be amended or modified or any provision thereof waived except in writing and accepted by both Parties b Any provision of this contract which is declared unlawful or unenforceable by a Court of competent jurisdiction shall not affect any other provision herein 26 INSURANCE The Seller at his own expense shall procure a policy with a first class Marine Insurance Institute to cover one hundred and ten percent 110 of the value of the cargo The insurance policy will cover all risks of loss or damages to said cargo including war hijacking explosion etc from the time cargo has passed the ship s manifold flanges at the loading port up to that time when the vessel has completely discharge cargo and all vessel s hoses are disconnected at disport 27 Banking Coordinates 27 1 1 SELLER RECEIPT OF MT103 TT BANKING INFORMATION COORDINATES BENEFICIARY NAME MACOR FOUNDATION BANK NAME BANK OF AMERICA BANKADDRESS ONE FLEET WAY 2ndFLOOR SCRANTON PA 18507 1999 SCRANTON PA 18507 1999 SCRANTON PA 18507 1999 ACCOUNT NAME MACOR LLC ACCOUNT SIGNATORY NAME Keith D White CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 14 of 18Buyer s Initials ACCOUNT NO 229038694968 SWIFT CODE ABA NO BOFAUS3N 026009593 BANK E MAIL BANK OFFICER MR JOHN WOOD 27 1 2 SELLER NNPC AND ISSUING 2 PB BANKING COORDINATES BANK NAMEDEUTSCHE BANK AG ADDRESSWESERSTRABE 10 37671 HOXTER GERMANY SWIFT CODEDEUTDE3B451 IBAN NUMBER DE49 4727 0024 0575 6325 00 ACCOUNT NO 575632500 ACCOUNT NAME GEAG GMBH BANK MAIL MARK A FISCHER DB COM BANK OFFICE NAME MR MARK A FISCHER BANK PHONE 49 5271 9788 0 BANK FAX NUMBER 495271 9788 33 27 2 1BUYER S BANKING COORDINATES FOR ISSUING MT103 TT BANK NAME ADDRESS SWIFT CODE ACCOUNT NO ACCOUNT NAME BANK MAIL ACCOUNT OFFICER BANK PHONE BANK FAX NO CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 15 of 18Buyer s Initials 27 2 2 BUYER S BANKING COORDINATES ISSUING THE LETTER OF FUNDE AND RECEIPT OF 2 PB BANK NAME ADDRESS SWIFT CODE ACCOUNT NO ACCOUNT NAME ACCOUNT OFFICER MR BANK MAIL BANK PHONE 27 2 3BUYER S MANDATE COMMISSION BANKING COORDINATES RECEIPT 4USD PER BARREL BANK NAME Bank of Communications Offshore Bank Center ADDRESS Shanghai PRC SWIFT CODE COMMCN3XOBU ACCOUNT NO 90000067203100 ACCOUNT NAME LONGCHANG PERTROCHEMICAL CO LIMITED BANK MAIL WWW BANKCOMM COM ACCOUNT OFFICER HONG XIAO HUA BANK PHONE 086 532 82958280 BANK FAX NO 086 532 82897029 NOTE There will be no contact with Seller or Buyer s bank without prior written notification and approval as well as any contact will be conducted strictly after receiving a written permission The Parties have the right to change their bank with a written notification and approval of the other Party 28 CONCLUSIONS DECLARATION AND SIGNATURES All Parties to this Agreement hereby agree to be bound by the Terms and Conditions stipulated herein CONTRACT NO BLCO JMNNPC JV CHINA MLLC SELLER S CODE JUFU731 BUYER S CODE LCSH CIF74MBLCO Date MARCH 10TH 2016 Seller s Initials Page 16 of 18Buyer s Initials IN WITNESS WHEREOF the Parties have understood all of the ter