Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 2.1 The duration of this contract is for the period of 12 (twelve) months consecutive calendar months under the following terms and conditions with possible rollover extensions up to 60 months 这份合同的持续周期为12(十二)个连续月份，根据以下条款和条件可扩展到60个月。 2.2 The first delivery shall take place within 20-25 days (twenty to twenty five days) from the date after receipt of buyer’s bank instrument
第一次发货将在卖方收到银行BG 之后在20-25天(20到25天)之内发出。 2.3 The Contract time period shall commence to count from the date on which the nominated International Surveyor Company has ascertained the quantity and quality of the first batch loaded at the Seller designated loading terminal facilities.
合同时间将根据公认的国际检测机构由卖方指定终端装载设施确定第一批货物的数量和质量日期开始。 2.4 The time period for the conclusion of each monthly supply shall terminate once the final batch of the current monthly lot has been assessed at the Buyer’s designated discharge port. However the time period between the first and the final batch of the particular monthly lot not to exceed 30 (thirty) days.
每个月的周期时间应从当国际检查公司已经确定一批次卸下的货的品质和数量在买主指定的卸货港后，下一批次的 货物不得超过30天到港卸货。
3. PRICE AND TERMS OF PAYMENT 价格和付款方式
The price and terms of payment are stipulated in Appendix 3 respectively. 见附录3中规定
4. QUALITY 质量
4.1 For the full duration of this contract the Seller guarantees that the quality of the product sold will conform to the guaranteed specifications as reported on Appendix 1 which constitutes an integral part of this agreement.
由卖方担保货物销售的质量将根据附录1上所述的内容，并作为完整持续的合同的一部分。 4.2 Determination of the quantity of the commodity of the assignment delivered shall be made in accordance with the relevant international standards namely ASTM. 指定货物数量发送将依据有关的国际标准ASTM。
5. DELIVERY AND ACCEPTANCE 发送和接受
5.1 The Seller warrants to perform delivery of the transacted commodity on CIF, inside customs outturn quality and quantity basis, to the Buyer’s designated discharge port.
卖方在其指定卸货港口根据海关质量和数量检测标准执行和发送基于CIF的货物。 5.2 Buyer shall specify the port(s) of discharge in accordance with the approved quarterly delivery schedule, as per Appendix 2. The delivery of Mazut M100 shall be specified by the buyer quantity XXXXXX MT per month at the designated discharge port.
卖方将根据附录2中每个季度的交付时间指定卸货港口。每月发送的Mazut M100将根据买方每月XXXXXX MT 的数量在指定的卸货港口卸货。 5.2 The total quantity of Russian M100 to be delivered is XXXXXXX MT (XXXXXXX Metric Ton) +/- 5% (plus minus five percent) variance with a monthly delivery of XXXXXXX MT (XXXXXXX Metric Tons).
俄罗斯M100的发送总量为XXXXXXX MT (XXXXXX吨)+/-5%（正/负百分之五）变化，每月发送XXXXXX MT(XXXXXX吨)。 5.3 Buyer will have the option to change the designated discharge port; provided that written notice is given to the seller for at least 10 days (10 days) prior to the estimated ship’s arrival at the former scheduled and nominated discharge port.
买方可选择改变指定卸货港口；假如改变，须在离开装货港之前指定的卸货港至少10天（拾天）时间内向卖方发出预先估计的卸货港口的通知。 5.4 Seller to notify buyer of the chartered ship’s particulars (general dimensions, cargo system arrangement, maximum unloading capacity rate, cargo tanks capacities at 98％ loaded, manifolds sizes and
Page 6 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: reductions available on board). This information must be provided to the buyer at least 5 (five) days prior to the seller’s vessel nomination, so as to assure compliance at the buyer’s discharge port.
通知买方的特定船只的细节（一般规格，航程安排，预计最大装载量，98％装运的船只容积，复本大小，陆上有效缩减量）。这个信息至少先于5(五) 天前必须提供给买方及卸货港口，以便安排卖方的船只到港 5.5 Seller shall ensure timely arrival of the ship to the discharge port in conformity with the approved schedule set out in Appendix 2.
卖方的船只根据附录2按照规定时间在按时在卸货港口停靠。 5.6 Vessels chartered by seller shall in all respects meet port rules and regulations in terms of seaworthiness, fire and common safety, ballasting operations and discharge rates, otherwise, all and any damages caused by non-compliance with such rules and regulations shall be imposed on the seller.
卖方的特定船只须符合港口的海事、防火和公共安全规则和条例，压仓和卸货时由于非正常操作所发生赔偿费强制由卖方支付。 5.7 Vessels to be accepted by buyer and such acceptance shall not be unreasonably withheld. However, the seller’s chartered vessel shall comply with the three Major Oil Company’s requirements and shall be TOVALOP/PANDI registered.
买主接受，买主除非有很好的理由，否则不能拒绝。租用船只要依照三家主要的油公司的需求来行事，而且要在TOVALOP/PANDI 注册。 5.8 Seller’s chartered vessel(s) will arrive at the loading port with her tanks in a prepared state for fitness and cleanliness inspection.
卖方在装载港口特许认可的船只将视情况进行清洁检查。 5.9 The tanker’s Master shall advise the buyer and ship owner’s agent at the port of discharge, the ship’s ETA 120 hour before her arrival, her name, tonnage, flag, draught, on board quantities and actual time of arrival 48, 36 and 24 hours before her arrival to the port of discharge.
轮船的船长将提早120小时在卸货港口通知买方和船长的代理关于船只的到港、名称、吨位、旗帜、的48小时、36小时、24小时告知情况。
5.10 The Seller’s chartered vessel may arrive at the designated load port with slops in one or two tanks. It is the sole and exclusive option of the seller to perform LOT (Load on Top) of any LOT Procedure. Seller will arrange that said tanks containing the slops will be sampled separately. One of the reasons to invoice at discharging port based on real and contracted quantity and quality.
卖方特定的船只到达特定的装载港口，抽样1至2桶的数量。这是唯一的卖方执行LOT（Load on Top）的选择标准。卖方将单独地安排分
6. INSPECTION OF QUALITY AND QUANTITY DETERMINATION 质量检验和数量审核
6.1 Seller and buyer mutually agree that an internationally recognized first class independent Surveyor Company SGS or CIQ shall be appointed at both designated loading and discharge ports to assess the quality and quantity of the cargo according to the provisions herein stated. The inspection at loading port is at seller’s expenses and at discharge port at buyer’s expense.
卖方和买方通过国际承认的一流的独立检测公司SGS或者CIQ将在指定的装载港口和卸货港口声明根据规定检测的货物的质量和数量。装载港口的检验花费由卖方承担，卸货港口的检验花费由买主承担。 6.2 Quantity and quality assessments, conducted by the appointed surveyor company shall be in accordance with methods and procedures usually used in the oil industry practice and however, at all times shall strictly comply with the revised ASTM/IP International Standards and procedures enforced at the date of compliance.
数量和质量的评估，由指定的测量公司根据油工业运行习惯用一致的方法和程序进行测量，但是，在任何时候都将在指定日期内严格遵照修订的ASTM与IP国际标准和程序。 6.3 For converting volumes, from observed to standard temperatures and volumes to weights, ASTM tables latest revised edition must to be used.
容量的转换，从观察到标准温度和重量的测量，均必须根据最新修订的ASTM标准。
Page 7 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 6.4 The quantity of each shipment of oil shall be assessed by the surveyor at the buyer’s discharge port on completion of each loading operation on the basis of shore figures.
每艘油船的货物数量由买方卸货港口的检测员基于的港口的每个完整的装载操作进行估测。 6.5 In the event of there being an inaccuracy with the devices used to measure the quantity received at the discharge port (failure of flow meters, meter banks and/or other devices) the manual shore tank measurement shall be applied. Should the surveyor report that the above is the case and in his opinion the shore tanks are not calibrated in accordance with the ASTM Standards and procedures, then ship’s figures TCV (Total Calculated Volume) applied to valid VEF (Vessel Experience Factor) shall be used to come to the delivered quantity of the current batch.
在有错误的装置设备的情况下在卸据ASTM标准和程序的测量报告将不被校准，而将采用有效的VEF（船只经验因素）的TCV（总数计算量）。
7. INSURANCE 保 险
7.1 Seller, at his own expense, shall procure a policy with a first class Marine Insurance Institute to cover the 110% (one hundred and ten percent) of the value of the cargo. 卖方费用向世界一流的保险公司以每船货物总值的110%投保。
7.2 The insurance policy will cover all risks of loss or damages to said vessel, including war, hijacking, explosion etc, from the time cargo has passed the ship’s manifold flanges at the loading port. 投保险种为全险，包括船的损坏、战争、抢劫、爆炸等。直到船到达卸货港与卸货港法兰盘连接。 7.3 Marine Insurance will cover all risks of loss or damages to said cargo, including war, hijacking, explosion etc until cargo commence to pass the ship’s manifold flanges at the discharge port. 海上保险的投保险种为全险，包括战争、抢劫、爆炸等。直到货物在卸货港口法兰连接。
8. PERFORMANCE BOND (PB) 履约保证
8.1 The Seller’s bank, upon receipt of buyer’s LETTER PAYMENT GUARANTEE SWIFT BY MT799, or PRE-ADVICE IRREVOCABLE, TRANSFERABLE AND UNCONDITONAL REVOLVING DOCUMENTARY LETTER OF CREDIT SWIFT or BANK GUARANTEE (BG)BY MT799 within 7 International banking days will issue a 2% non-operative Performance Bond. Then the buyer’s bank will activate Letter Payment Guarantee (LPG) by swift MT760.
卖方银行在收到(MT799) 或信用证(MT799) 或银行保函2%的 PB 款保証函(MT760)或循环信用证(MT760) 或保函来激活此PB. 8.2 The format of the Performance Bond shall be in accordance with the latest URDG 458 (Uniform Rules for Demand Guarantees, 1992 edition, ICC Publication No.458).
付款凭证的格式将依据最新的URDG 458（担保规则，1992版本，ICC出版号458）。 8.3 In the event of non-performance by the seller in accordance with Claus 13.4 and nonpayment of PB by the seller of damages there under for any reason other than a good faith dispute, the Performance Bond may be called upon and enforced by the buyer. Following any such call, the seller will instruct its bank to issue a new PB within a period of 1 (one) banking day, having the same tenor as the previous one. Until such new PB has been issued, all payments due from the buyer will be suspended.
当发生如13.4条款的卖方的不履约和不付款，以PB可张新的保证付款(PB)文书，其内容大意与原先的雷同。在这新的PB文书发出前，所有的买 8.4 In the event on non-performance by the seller, the seller’s PB will be called by the buyer and the seller will instruct his bank to issue new PB within 48 (forty eight) hours having the same tenor as the previous one. Should this be the case, all future payments due by the buyer will be suspended until such time that the new PB has been placed.
卖方的PB命令他的银行在48（四十八）小时来开被搁置的那份同样的PB。如果是这样的话，买方的所有支付款将被延缓直到新的PB发放。
9. CLAIMS 声明
Buyer Initial 9.1 Any claims that either party may have against the other party, other than demurrage claims, must be submitted to the other party within a period of 2 (two) months from the date of the event giving rise to such Page 8 of 29 Seller Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: claim, along with supporting documentation reasonably requested by the other party. All claims, presented after the given date, will not be accepted and the claimant will have no right to apply for arbitration. 任何一方向另一方提赔，必须自发生起2个月内提出，提出时须附有支持事件的文件。 9.2 In the event that the quality of any one of the delivered batch fails to comply with the contractual specifications, then the buyer shall have the option to accept the said batch at a lower price being negotiated and accepted by the buyer, failure of which, price shall be determined by an independent firm of chartered accountants, prior to the commencement of the discharge operations.
在运送的批的任何一批次的质量不符合照合同中规定的质量时，买方将协商和接受的一个低的价格接受此货物，若失败，价格将由会计师的一个独
9.3 The claims on demurrage should be submitted to the seller within 60 (sixty) days from the date of the Bill of Lading, otherwise the claim will be considered void and shall be rejected. The demurrage shall be considered and paid within 30 (thirty) calendar days from the date of receipt from the buyer of all documents, confirming the given claim. The buyer must present for claims’ consideration following documents:
有关滞期费的要求应该从提交的提货单日期60天之内通知卖方，否则要求无效。滞期费将在买方收到通知日期的30(三十) 天之内由买方必须
(a) Statement of Facts (b) Notice of Readiness
(c) Two copies of the Bill of Lading
(d) Act of passage through the quantity meter
(e) Any other documents relevant to particular shipment signed by Authorized persons.
(a) 事实陈述 (b) 预备通知
(c) 装船票据复件件两份 (d) 检验报告
(e) 任何其他有异议的文件 9.4 All claims will be submitted in writing and include supporting documentation reasonably requested by the other party. Both parties will acknowledge such claims by written acceptance thereof. 所有要求将以书面形式提交，并包含其它合理的附属文件。双方通过书面形式的确认要求。 9.5 In the event the seller shall fail to remedy, in a timely manner, any breach of its obligations hereunder, the buyer shall have the right on first demand to claim damages for cause and receive payment equal to no more than the sum equivalent to the amount of the Payment Guarantee.
在卖方未能补救的情况下，为及时处理任何违背的义务，买方将有权利责令收到不多于付款保证款项。
10. TAXES, OBLIGATIONS AND IMPORTS 税款，责任和进口商品
10.1 The Seller shall pay all and any taxes, duties related to the performance of this contract and collected up to the nominated discharge port.
卖方将支付所有税款，以及与这份合同的有关的卸货港口的费用。
10.2 The buyer shall pay all and any taxes, duties related to the performance of this contract and collected at the discharge port.
买方负责接收到达卸货港口后商品的所有赋税和费用。
11. LIABILITY EXEMPTIONS DUE TO FORCE MAJEURE免责声明
11.1 With regards to force majeure events and circumstances; this agreement is governed by the regulations of Part One CIF Deliveries of JT & C BP. 这个协议需按第一部分的CIF规则发送JT & C BP。
11.2 Neither one of the Parties shall be responsible for full or partial non-performance of their obligations under the present agreement if such non-performance is a result of force majeure circumstances, such as; fire, flood or adverse weather, strikes, disorders, perils of embargo, destruction of the materials, delays of carriers due to break down, wrecks, or adverse weather, restrictions entered by government authority (including protectionism, quota introduction, price control) or any event, occurrence or circumstances that is beyond the
Page 9 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: parties control and that is not caused by or contributed to by either of the parties (each being a “force majeure event”).
任一方皆不必对因不可抗力事件所造成完全或部份不履约行为负责。不可抗力包括灾、水灾或恶劣天气、示威、禁运、原料破坏、因货船损坏或恶劣
11.3 If any of the Force Majeure Events directly affect fulfillment of the obligations during the period determined by the present agreement, the time for obligations to be fulfilled will increase accordingly by the duration of the force majeure event.
如果有任何对现在协议中确定的时间有直接影响的状况，将根据实际情况延迟。
11.4 However, if the Force Majeure Event lasts for more than 30 (thirty) days the parties have the right to cancel the present agreement partially or completely without prejudice to any sums owning by either party to the other party for performance rendered hereunder. In such case, neither of the parties will have the right to claim for any reimbursement of possible loss from the other party.
但是，如果状况持续超过30(三十)天，政府有权利取消协议或提供任何附属方案。在这样的情况下，所有政府均没有权力要求另一
11.5 Any party claiming excuse by reason of force majeure shall deliver prompt written notice to the other party of the event or circumstance and the expected duration of the force majeure event. A certificate issued in original by a competent recognized authority should be deemed as sufficient proof for the claim of the existence of the force majeure event and for its duration.
任何政府行为的对另一方的强制赔偿要求将以书面形式提交给另一方。并由一个有能力的权威机构发出能够足够证明事件的证书。
11.6 With the exception of cases specifically mentioned in this agreement, no claims for special indirect or incidental, punitive exemplary or consequential damages of any nature or lost profits or revenues or other business interruption or damages shall be made by either party against the other under this agreement.
除了本合同所明确指出的情况之外,任一方皆不可因任何性质的亏损、收益及生意阻碍的发生而向另一方要求特别、间接或偶发、惩罚性、警诫性
12. APPLICABLE LAW 适用法律
12.1 The validity, interpretation or performance of this contract shall be governed and adjudicated in accordance with the British Law without regard to any other law. 本合同适用的法律为英国法律
12.2 Which may be imputed in accordance with choice of law rules applicable in any jurisdiction? Neither party shall, however, be precluded from pursuing arrest, attachment and/or other conservatory, interlocutory or interim action in any court or exercising any contractual rights in relation to the product or vessel provided for elsewhere in the contact.
司法权的选择可能归咎于哪一种法律规则？没有一个政府有权力要求追捕、配属或实行合同权力，在任何法院中的对话或者临时的行动必须提供必
12.3 Where any matter under this contact is to be determined by a referee or the parties agree that any particular matter be so determined, the referee shall be a person fitted by the possession of expert knowledge for the determination of the particular matter in question. The referee shall be nominated by agreement between the parties or in default of such agreement, within 21 (twenty one) days of the date of the first nomination by either party to the other, by the President for the time being of the Institute of Petroleum of the United Kingdom at the request of either party. The parties shall furnish the referee with all information, written or oral and other evidence, which he/she may reasonably require for his/her decision shall be final and binding on the parties. The costs of such referee shall be shared equally between the parties.
这份协议下的任何事件将被给与信任的仲裁人来仲裁。仲裁人若暂缺。在任一方任命英国有关石油机构的仲裁人的21天内，政府将对仲裁人以书面
13. BREACH AND SANCTIONS 违规和制裁
13.1 Notwithstanding Clause 11, “Liability Exemption” hereinabove, in case of failure of the seller or the buyer (the Non-Performing Party) to comply with any of the obligations assumed under this contract, the other party, without prejudice to any other recourse available to them, may consider such failure as a breach of this contract and terminate the same, or to unilaterally suspend its performance until such failure is remedied, and
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