Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: in any case may claim direct damages for the breach of this contract from the other party, to the extent allowed by the terms and conditions set forth herein.
除了上文条款11 “免责声明”外，在卖方或者买方(非执行政府)失败的情况下须遵照以下假设条件，对于没有提供任何其它意见的，可考虑终止合
13.2 In case the seller delays delivery of the goods according to the schedule agreed and authorized by both parties (and set out in appendix 3) the seller will pay to the buyer compensation at the rate of 0.1% from the undelivered goods cost for each delayed day, but which in total shall not exceed 5% (five percent) of the value/price of undelivered goods lot. The payment of such compensation does not exempt the seller from the fulfillment of its obligations.
为防止卖方延迟，在发生延迟时卖方需向买方以0.1%的比率赔偿延迟发货耗费，但总计不超过未发货货的5%。实现其责任。（参看附件3）
13.3 In case the buyer delays payment according to payment terms agreed and authorized by both parties, the buyer will pay the seller compensation at the rate of 0.1% of the unpaid amount per each day of delay, but which in total shall not exceed 5% (five percent) of the unpaid amount. Payment of such compensation does not exempt the buyer from fulfillment of its obligations.
为防止买方延迟付款，买方将以每天根据未付金额0.1%的比率向卖方支付补偿，但总计不超过未支付金额的5%。这项补偿不免除买方实现其
13.4 Failure by either party to take action against the other in case of the other party’s non-compliance with obligations or conditions set forth within this contract shall not be interpreted as a waiver to take action for a subsequent non-compliance with the same or other obligations or conditions.
另一方在不遵从合同责任的情况下采取行动对其它的政府或者在这份合同之内阐明的条件内不作解释放弃合同，将视为违约。
13.5 The buyer warrants that the product will not be traded directly or indirectly with or to any nation, entity or destination prohibited by the United Nations.
买方不允许产品间接经过或交换到任何被联合国禁止的国家、实体或者目的地。
14. ARBITRATION 仲裁
14.1 During loading of the tanker, arbitration samples are to be taken from the auto sampler or flow meter. Sampling should be performed according to the standard procedure currently accepted in Russia. Samples thus taken shall be thoroughly mixed, put into bottles and sealed.
在装载油轮期间，需附带抽样样品检验报告或者流量表。取样应该根据当前在俄罗斯的标准程序执行。抽样结果将被密封混合到瓶中。
14.2 One part of these samples filled into not less than two bottles and sealed by seller or their appointed representative, is to be placed on board the tanker under the care of the captain for delivery to the buyer or their nominated representative at the discharge port. The other part of the same samples, filled into not less than two bottles, is sealed by the Captain and delivered to the seller.
这些抽样的一部分将装满少于两个瓶子发送到卖方的指定代表，经过检验后同样抽样的其他部分将被密封并且被传送给卖方。
14.3 The taken samples shall be considered as the only samples for arbitration. If loading was made under the observance of the independent inspection, samples taken by this inspector shall be considered as arbitration samples.
所取抽样是公断的唯一抽样。如果装载遵循独立检验标准，下面的抽样将作为公断抽样。
14.4 Both parties shall keep these samples within the duration of this contract, and in case of claims – till moment of settlement.
将在合同期内保存此抽样。
14.5 All disputes arising in connection with the present contact shall be settled in an amicable way firstly. Should no agreement be reached by the parties, then the case shall be brought for final settlement under rules of conciliation and arbitration of the international chamber of commerce by one or more arbitrators in accordance with the said rules.
Page 11 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 所有因执行本合同产生的争议应通过友好协商解决。协商不成，可以提交国际商务仲裁院根据规则仲裁。仲裁员将指定一名或多名仲裁员来仲裁。
14.6 Each party shall appoint one arbitrator, nothing in this agreement shall be construed to prevent any court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to the section. Judgment upon the award rendered by the arbitrator(s) could be entered in the court having jurisdiction hereof.
双方可以指派一名仲裁员轮流作为第三仲裁员。仲裁员的仲裁不受合同任何条款的约束。
14.7 Neither party shall fail to comply in a timely way with the obligations of this part to be performed pursuant to this contract although a dispute has arisen and proceeded to arbitration. 即使因为争议已提请仲裁，任何一方也不允许不履行合同义务。
14.8 Findings as assessed by the designated third arbitrator, without any possibility of recourse, will be final and binding on both parties.
由第三仲裁员作出的仲裁结果应视为终裁，不允许上诉，对双方均有约束力。
14.9 If BUYER fails to OPEN Pre-advice LPG OR RDLC OR BG ICC458 swift by MT799 after signing the contract within 7 working days, amount to the contracted XXXXXXXMT monthly delivery value then buyer has to pay 2% of the total amount of invoice as Seller’s compensation.
如果签约后7工作天函(MT799) or 預開循环信用证(MT799) 或保函(MT799)速遞XXXXXXX吨总金的2%作为卖方的补偿。
15. SPECIAL CONDITIONS 特别条款
15.1 Buyer warrants that it has exerted and shall continue to exert its best efforts to avoid any action, which might be in any manner detrimental to seller’s interest in the negotiation, execution and performance of this contract.
买方尽可能地避免任何意外发生，所采取的行动可能损害到卖方的利益的须经过协商、谈判和执行。
15.2 Seller warrants that it has exerted and shall continue to exert its best efforts to avoid any action, which might be in any manner detrimental to buyer’s interest in the negotiations, execution and performance of this contract.
卖方尽可能地避免任何意外发生，所采取的行动可能损害到买方的利益的须经过协商、谈判和执行。
15.3 The parties hereby agree that all terms, which are not specifically confirmed and agreed upon in this contract, have to be referred to the general rules of the ICC INCOTERMS Edition 2000 with latest amendments. 政府特此同意的非经此合同商定的所有条款，以最新的修正ICC INCOTERMS Edition 2000为标准。
15.4 The delivery schedule must report the dates of shipments, names of vessels (if not available it will be sufficient to state “TBN” – To Be Nominated) and the quantity to be loaded.
发送时间表必须说明装运日期、船名(若无效则需被有足够的TBN声明)和装载数量。
16. CONFIDENTIALITY, NON-DISCLOSURE/NON-CIRCUMVENTION 保密协议
16.1 The undersigned parties do hereby accept and agree to the provisions of the International Chamber of Commerce for Non-Circumvention and Disclosure with regards to all and every one of the parties in this transaction.
双方政府就有关国际商会禁止跨越和禁止披露的规定处理本交易。
16.2 To include but not limited to the buyer, seller, their agents, mandates, nominees, assignees and all intermediate parties to this agreement/contract. Buyer and seller whom formed the contract and changes made only in writing by both parties.
本合同限制包括各自所有执行本合约的代理人、受托人、名义人、受让人与中间人，成文和修改须通过书面形式。
16.3 This agreement shall be kept in the strictest confidence between them for at least 3 (three) years from the date thereof.
这个协议须严格保存至少3年。
Page 12 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 17. DOCUMENTS 文件 17.1 A full set of 3/3 originals plus 3 non-negotiable copies of Ocean Bill of Loading made out “Clean on Board” marked “Freight Prepaid”, “Out to Order” and “Shipped on Board”. The B/L to be signed in original by the ship’s Master and “blank” issued or endorsed for the destination, identification of the loaded cargo with quantity expressed in US Barrels at 60 degree Fahrenheit and Metric Tons indicating the following RDLC Number, Port of Loading; Destination/Port of Discharge/Designated Discharge Terminal and Product Description.
提单3份正本和3份副本，注明“预发货物”、“命令”和“船运”。B/L注册时以华氏60度、表示以下BG数、卸货港口和所描述的目的地与港口。
17.2 Original quantity and quality certificates plus 2 (two) copies as issued at loading port by an independent surveyor company nominated by seller confirming quantity in metric tons and quality in conformity with the specification stipulated as per Appendix 1.
有关装货数量/质量检验证书的2份副本在装货时出具，依据附件1规定的数量和质量检测。
17.3 Tanker allege report at loading port original plus 2 (two) copies with time log and shipmaster report 油轮装载时附带时间标签和船长报告正本1份和副本2份。
17.4 Certificate of Origin plus 2 (two) copies countersigned by a local chamber of commerce 由商会出具的原产地证书正本1份和副本2份。
17.5 Notice of Readiness (NOR) lodged by shipmaster at loading port one original plus 2 (two) copies countersigned by acceptance by terminal’s representative. 船长在装货港发出的预备通知需给与终点指定代表2份副本。
17.6 Signed Commercial Invoice based on the delivered quantity/quality as determined by Clause 6.4 of this contract showing name of vessel, date of completion loading quantity and state of delivery in one original and 2 (two) copies.
根据合同6.4声明的船只名称在装货港根据装载完成迁出的质量数量检验证明签署正本1份和副本2份。
17.7 Master sample receipt at loading port, one original plus 2 (two) copies 装货港的主要样本正本1份副本2份。
17.8 Any other documents pertaining or related to the current trip, duly signed by authorized buyer’s persons. 其他有关或租赁的任何文件需通过买方授权。
17.9 Full set (two original and 1 copy) Certificate of Insurance coverage with payment confirmation issued by Insurance company for no less than 110% of the invoice value against All Risks, additional War Risk making the Buyer as beneficiary and showing claims payable in China.
保险证书（2份原件和1份副本）将由保险公司开具不少于110%的风险凭证。另外战争风险将使中方买方成为保险受惠人。
17.10 Certificate of Cleanliness of pumps and lines signed by Independent Surveyor at the port of loading. 装载港口的清洁证书需经独立检测员签署。
17.11 Captain Act confirming receipt of all documents, excluding commercial invoice 船长确认接收所有的文件，除了商业票据。
17.12 One Original and 2 duly made copies of certificate of Quality and Quantity issued by CIQ at discharge port after vessel’s completion of discharging at the destination port.
货船在目的港卸完货后由 CIQ于卸货港签发的质量与数量检验证明正本1份和副本 2份。
18. LAYCAN-LAYTIME-DEMURRAGES LAYCAN 装货容器、装载时间和异议
18.1 Seller and Buyer hereby agree on a quarterly delivery schedule specifying the lay-cans at buyer’s designated discharge port(s) per each single batch to be delivered. 买卖双方同意规定放置油桶时每船货的装船时间。
18.2 Lay cans at the buyer’s designated discharge port(s) to be fixed with 7 (seven) days range.
Page 13 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 将油桶在卸货七天内放置在买方指定卸货港口。
18.3 Buyer warrants the seller’s nominated vessel(s) will be allowed to discharge her XXXXXXMT cargo within “one hundred sixty eight (168) free running hours SHINC, plus six (6) hours NOR, and however, maintaining at the ship’s manifolds an average discharge pressure of not more than ten (10) kilogram per square centimeter (kg/m2)
买方保证 XXXXXXMT 卸货时间在船方发出准备就绪通知后168+6小时内（周六周，必须保持船舱平均压力不超过每平方米10公斤。
18.4 Notice of Readiness (NOR) shall be given, on ship’s arrival at the buyer’s designated discharge port(s), by the ship Master to buyer and/or agent, by radio, cable or by hand, at anytime including Saturdays, Sunday and holidays.
船到达卸货港后，无论是否周末和节假日，船长将通过电报，无线通讯立即发出准备进港的通知给买方及船代。
18.5 LAYTIME shall commence upon the expiration of six (6) hours after tender of notice or readiness, or upon vessel being all fast in berth, whichever is earlier.
装载时间将在发布报告或准备就绪之后六个小时内，无论那个先完成，油轮在装载时都全速进行。
18.6 Time spent for customers/health/port authority formalities, pilot age from anchorage area to berth, mooring, or crossing river mouth, not to count as LAYTIME.
为了顾客、安全、港口当局所花费的时间不算为装载时间。驾驶员在下锚、停泊或横越河口时不计入装载时间。
18.7 Demurrages amount shall be computed at the Chartered Party rate for this purpose, seller shall provide the buyer with a copy of the original charter Party.
逾期费率应按照租船合同中规定执行。为此，卖方应向买方提供一份租船合同。
18.8 Demurrages will be based on daily rate of pro-rata thereof as per Charter Party. 逾期费率以日计算，或规定费率。
18.9 If the vessel arrives at the discharge terminal ahead of the range of days in accordance with Clause 18.3, such notice shall only be effective as from 0100 hour on the first of three days, unless the discharge terminal begins to discharge the vessel before such time. In the case of a vessel arriving later than the range of days accepted, the discharge terminal will use his best efforts to minimize the delay to discharge. However, in such cases, LAYTIME will only start to count upon vessel being all fast in berth.
如果该船抵达，在码头卸货时同意按照但非仅有的第18.3条规定，从上述第一天的凌晨1时起，除非在卸货船只之前开启了卸货码头时间。在船
19. LETTER OF INDEMNITY 外贸赔偿
19.1 In case the seller is not able to deliver to the buyer in due time the full set of original bills of lading of each cargo’s batch, then the seller has to provide the buyer with a hard-copy of a letter of indemnity of temporarily missing original bills of lading.
如果卖方不能及时提供每船货的海运提单给买方，卖方将提供一份正本的保证书给买方，暂时替代海运提单。
19.2 Wording of this letter of indemnity to be acceptable to the buyer and shall cease to have effect upon presentation of the original bills of lading.
该保证书的格式（内容）将由买方认可；买方拿到提单后，该保证书立即失效。
19.3 In the event of unusual circumstances which prevent the seller from presenting to the buyer the original bills of lading within sixty (60) days period, the seller agrees to provide the buyer and the buyer agrees to accept a second and subsequent letter of indemnity covering the cargo batch in question.
在防止卖方提出在六十天时间之内将提货单送到买方时发生其他情况，卖方同意提供给买方和买方同意接受的损失赔偿信件。
20. ASSIGNMENT 委托
Any of the parties may assign this contract or its total or partial performance hereof to any other company only with the prior written consent of the other party, such consent not to be unreasonably withheld if evidence satisfactory to the other party of the continual and timely performance of this contract is provided. The assignee will assume the obligations of the assignor as if the assignees were an original party to this contract. Formal
Page 14 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: notice of the assignment shall be rendered to the buyer or the seller (as the case may be) expressly indicating thereon the assignees’ full contact particulars.
如果因为此合同的持续不能提供出令另一方满意的凭据，任何政府可仅仅把这份合同的整份或部分的形式以书面发送给另一方，无条件拒绝允诺。正
21. GENERAL 一般情形
21.1 This contact contains the entire understanding between the parties with respect to the transactions contemplated hereby and can only be amended by a written agreement executed by both parties. Any prior agreement, written or verbal, shall be superseded by this contract.
双方对达成的本合同内容完全理解。凡合同修改必须以书面形式。合同签订前所有的书面及口头往来的信函等均被本合同取代
21.2 This contract may be executed simultaneously in six (6) counterparts each of which shall be deemed to be an original but all of which together are to constitute a single instrument. The text of this contract (Hard copy) is in English language and is signed in six (6) originals, three (3) of which for the buyer and three (3) for the seller and all originals being equally authentic and having the same legal force. 本合同同时被分派成6份或更多份合同执行。每一份分派的合同都应视为正本。
21.3 The clauses and other headings in this contract are for convenience of reference only and shall not be interpreted in any way to limit or change the subject mater of this contract.
本合同所用的标题及序号只是为了方便，不作为任何限制、改变本合同条款之用途。
21.4 All signed appendixes, Attachments, Annexes and Supplements form part of this contract are integral parts of this Contract.
所有签署的附件、补充等均作为本合同不可分割的一部分。
21.5 With the exception of cases specifically mentioned in the present contract, neither party may be held liable for indirect limited or consequential losses resulting from non-performance of the obligations hereunder. 除了合同所述情况以外，没有任何政府可被确认负有间接造成的损失的责任。
21.6 Conditions that have not been specified in the contract shall be governed by INCOTERMS Edition 2000 and subsequent amendments related to CIF designated discharge port on inside customs and outturn quantity/quality basis.
本合同未涉及的条款/条件应按照国际贸易通则相应的CIF卸货港之规定执行。
21.7 EDT (Electronics document transmissions) shall be deemed to be valid and enforceable in respect of the provisions of this contract. Either party may request hard copy of any document that has been previously transmitted by EDT.
电子版文件应视为有效和有约束力。任何一方有权向对方索取任何电子版文件的正本。
21.8 Both parties agree that the signed and sealed fax or EDT copies of the contract are fully binding and enforceable as if they were the validly executed original contracts and they shall remain so until signed hard copy originals of this contract are exchanged by courier, at which time, the hard copy originals of this contract shall be the binding instrument.
双方同意所签署的电子版合同具有完全的效力和约束力，直到收到正本合同。
21.9 Grammatical mistakes, if any, shall not be regarded as contract errors or omissions. 本合同中的语法错误，拼写错误，如果有的话，将不被视为矛盾所在。
21.10 Any information contained herein shall be kept confidential and shall not be subsequently disclosed to third parties or reproduced in any way provided, however, that each party may disclose such information to the party’s affiliates, agents, employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential or as may be required in order to comply with any law or government regulations (including report requirements), court or regulatory proceeding.
本合同中的任何信息均为保密的。双方不得向任何第三方透露，复制，除非第三方是本合同的执行的必要的一方。
Page 15 of 29 Seller Initial Buyer Initial