Contract_Iron_Ore_BGN_FOB铁矿石合同.doc

Sale & Purchase Contract for Iron OreContract No.: 301/SPIO/BKU-CHL/V/2010 Date: 20 July 2010.The Seller:The Buyer :This Contract is made by and between the Buyer and the Seller; whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned Ore on the terms and conditions stated as below:1.Definition：In this contract, the following terms shall, unless otherwise defined, have the following meanings:a) “Ore”:Iron Ore Lump Fe 63.00 % produced by (PT. BGN), Indonesiab)“Ton”:means a metric ton of 1,000 kgc)“MT”:means Metric Tond) “Dollars” and “Cents”:mean respectively dollars and cents in lawful money ofThe United States of Americae) “Loading Port”:Muara Satui, South Kalimantan,Indonesiaf)“SGS”:means Societe Generale de Surveillanceg)“CCIC”:means China Certification and Inspection (Group) Co., Ltd.2.Quantity：a)1st delivery in quantity: 45,000 MT (Forty Thousand metric tons) as a trial order in 30 days after received active L/C.b)Subsequently, 2nd to 12th monthly quantity is at least 45,000 MT / month (Forty Five Thousand metric tons) with 10 % more or less, provided that the quality of the first shipment turns out to be satisfactory by the Buyer.3.Specification 规格：The ore shall conform to the following chemical and physical specifications (on dry basis):矿石应符合以下化学及物理规格（干燥基）：Item 项目Guaranteed Specification 保证值Rejection Limit 拒收值Fe铁63.00 % min.不低于63.00 %Below 61.00 %低于61.00 %SiO2二氧化硅2.00 % max.不高于2 %Above 2.00 %高于2 %Al2O3三氧化二铝3.00 % max.不高于3.00 %Above 3.50 %高于3.50 %S硫0.10 % max.不高于0.1 %Above 0.10 %高于0.1 %P磷0.10 % max.不高于0.10 %Above 0.10 %高于0.10 %TiO2二氧化钛0.08 % max.不高于0.08 %SurveyK2O氧化钾0.01 % max.不高于0.01 %SurveyMn锰0.82 % max.不高于0.82 %SurveyFree moisture loss at 105 degrees centigrade105摄氏度下的游离水份流失8.00 % max.不高于8.00 %SurveySize (on natural basis)粒度（自然基）0 - 10 mm 15 % max.0 50 mm 85% min.Above 10 mm大于 50 mm4.Unit Price：4.1Base Price ：USD 00.00/MT (Eighty Five United States Dollar America per Metric Ton) FOB Mother Vessel, South Kalimantan - Indonesia* The applicable rule for price negotiation every 3 shipments to be discussed and agreement by the Buyer and the Seller. 4.2Price Adjustment ：Based on the SGS / CCIC Quality and Weight reports at loading port and the final CIQ Quality and Weight inspection reports issued at discharging port, the following adjustment shall be made to the base price stated above :a)For Iron content (Fe) If the Fe content is over 63.00 %, for each 1.00 % increase in the Fe content above 63.00 %, USD 0.25 per Metric Ton to be added to the base price, fractions pro rata.If the Fe content is below 63.00%, for each 1.00 % decrease in the Fe content below 63 %, USD 0.25 per Metric Ton shall be deducted from the base price, fractions pro rata.If the Fe content is below 61.00 %, the Buyer shall have the right to reject the cargo.b)For Impurities Silica (SiO2) If the SiO2 content is over 2.00 %, for each 0.10 % increase in the SiO2 content above 0.30 %, USD 0.05 per Metric Ton to be deducted in the base price, fractions pro rata.If the SiO2 exceeds 2.00 %, the Buyer shall have the right to reject the cargo.Alumina (Al2O3) If the Al2O3 content is over 3.00 %, for each 0.10 % increase in the Al2O3 content above 3.00 %, USD 0.05 per Metric Ton to be deducted in the base price, fractions pro rata.If the Al2O3 exceeds 3.50 %, the Buyer shall have the right to reject the cargo.Sulphur (S) If the Sulphur content is over 0.10 %, for each 0.01 % increase in the Sulphur content above 0.04 %, USD 0.05 per Metric Ton to be deducted in the base price, fractions pro rata.If the Sulphur exceeds 0.10 %, the Buyer shall have the right to reject the cargo.Phosphorus (P) If the Phosphorus content is over 0.10 %, for each 0.01 % increase in the Phosphorus content above 0.03 %, USD 0.05 per Metric Ton to be deducted in the base price, fractions pro rata.If the Phosphorus exceeds 0.10 %, the Buyer shall have the right to reject the cargo.Titanium (TiO2)If the Titanium content is over 0.10 %, for each 0.01 % increase in the Titanium content above 0.10 %, USD 0.05 per Metric Ton to be deducted in the base price, fractions pro rata.c)For Size If the size below 10 mm exceeds 15 % of the total quantity, USD 0.50 per Metric Ton shall be deducted in the invoice value for the excess tonnage exceeding 15 %.The Buyer shall have the right to reject the cargo, if size exceeds 35 mm.d)For Moisture If the free moisture loss at 105 degrees centigrade is over 8.00 %, for each 1.00 % increase in the moisture content above 8.00 %, USD 0.25 per Metric Ton to be deducted in the base price, fractions pro rata.6.Payment 付款：100% Irrevocable L/C at sight from International prime World Bank issue in 5 days after signed the sale and purchase contract. Payment should be open to the following bank:Sellers Bank Name : Address: Sellers Name: Account No:SWIFT:Buyers Bank Name: XXXXXXXXXXXXAddress: XXXXXXXXXXXXBuyers Name: XXXXXXXXXXXXAccount No: XXXXXXXXXXXXSWIFT: XXXXXXXXXXXX7.Perfomance Bond GuaranteeThe non-operative PBG operatived by LC of 2% will be issue in 3 banking days after the deal is signed8.Shipping AdviceThe Seller shall send fax and email to the Buyer within 3 days after shipment, advising the shipment details including: the contract number, name of commodity, loading and sailing date, B/L date, B/L number, B/L weight and value of shipment.9.Arrival Notice and Cargo ReadinessBuyer shall notify Seller of any change in the expected date of arrival of the ship at loading port. Ships Master shall inform Seller of Vessels ETA at loading Port 72, 48, 24 and 12 hours prior to ships arrival.10.Loading Rate5,000 MT to 8,000 MT per weather working day of 24 consecutive hours, Saturday, Sunday and holidays are excluded, even if used.11. Guaranteed DraftSeller guarantees minimum approach and berth draft of 9.5 meter basis salt water. Seller guarantees one safe berth or anchorage and vessel to always lie afloat.12. Notice of ReadinessNotice of Readiness to load shall be tendered to and accepted by Seller upon arrival at loading port, after free pratique and customs formalities and when vessel is in all respect ready to load.Laytime shall commence upon the tendering and acceptance of Notice of Readiness. Laytime for the purpose of calculating dispatch money and demurrage shall terminate when cargo has been loaded, stowed and seaworthy trimmed by Seller.13.Insurance Insurance shall be covered by the Buyer from the time when ore is load into Mother Vessel.14.Loss of CargoIn case of partial or total loss of cargo after completion of loading operations (Into Mother Vessel) and before commencement of unloading, the Buyer undertakes to pay the Seller for such shipment at the price agreed upon in clause Unit Price of this Contract based on the weight and the quality determination performed at loading port.15.Taxes and Dues Taxes and dues levied on the cargo in the country of origin shall be for Sellers account.Taxes and dues levied on the cargo in the country of destination shall be for Buyers account.16.Force Majeure The Parties shall not be held responsible for complete or partial non-fulfillment of contractual obligations caused by circumstances beyond their control, such as fires, earthquakes, act of Gods, war, mobilizations, military operations, confiscation, embargoes, governmental restrictions or control on imports, exports or foreign exchange, or any other accident of similar nature.In case of such contingencies, the Party incapable of complying with the provisions of the Contract shall notify by fax the other Party immediately within 2 days after its occurrence and confirm it within 15 days, through a certificate issued by the local Chamber of Commerce or by any Government Authority mutually acceptable to both Parties.Should the Force Majeure event last for more than 60 days, the Party not affected by Force Majeure will have the right to terminate the Contract.Sellers failure in obtaining the export license shall not be regarded as force majeure.17.Delayed Delivery and Non-delivery of the Cargo In case the Seller fails to effect shipment(s) on time as per the contract stipulations, the Buyer shall have the right to cancel the contract, and a penalty of 3 % of the contract value will be for Sellers account, which shall be settled within 30 days after the latest shipment date stipulated in this Contract.18.Arbitration All disputes, controversies, or differences (Collectively “Disputes”) which may arise out of, in relation to, or in connection with this contract, or for the execution thereof shall be settled amicably by friendly negotiation. In case the parties hereto cannot reach an amicable settlement of any disputes concerning this contract, such disputes shall then be finally settled by arbitration by China International Economic & Trade Arbitration Commission (Beijing) in accordance with the Commissions arbitration rules in effect at the time of applying for arbitration. The decision rendered by the arbitrator(s) shall be final and binding upon both parties concerned and all the fees and expenses occurred in this arbitration shall be borne by losing party.