Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date:
APPENDIX 3
Price, Payment Terms and Banking Coordinate
价格、支付方式和银行协调
PRICE: The price shall be paid in CURRENCY US DOLLARS and shall be defined as follows: 价格：以美元支付，并符合以下定义：
1) Price shall be CIF basis; in US Dollars per one Metric Ton and the price for M100 GOST 10585-75 Product
shall be fixed for contract duration at USXXXX/MT per metric ton and included all fees and charges from the loading port. Commission is to be paid to Operation/consultant to Glorious State China Limited.
本合同价格是基于CIF的。每一公吨的M100 GOST 10585-75 CIF价格为合同固定价美元XXXX/MT，每公吨包括所有细节费用和装载费用。此合同包括佣金给辉邦中国有限公司作为合同操作/顾问费.
FIXED PRICE USDXXXX/MT on CIF is subject to FOB Platt's Rotterdam IFO 180 not exceeding USDXXXX/MT in the future. In case the Platt's Rotterdam FOB IFO 180 Price rises beyond USXXXX/MT (the cap price) in the future, the Buyer has to add on accordingly to whatever the price has increased above USXXXX/MT (cap price) to the base price of USXXXX/MT (base price). The new correct FOB Platt's Rotterdam IFO 180 price is based on 3 days average of the FOB Platt's Rotterdam IFO 180 on the loading port B/L date, the day before and the day after in the event that price of FOB PLATT'S ROTTERDAM IFO 180 has risen over the cap price of US XXXX/MT.
M100-75 重油電匯付款價: M100-75重油每噸定價是美元XXXX CIF到中國, 是跟據鹿特丹FOB國際牌价IF0 180 離岸價不超過每噸美元XXXX為標準. 若日後鹿特丹FOB國際牌价IFO 180離岸價每噸漲價超過美元XXXX以上, 則M100-75 每噸的價格亦會跟據所增加的幅度而相對加價, 即是在美元XXXX的基本定價上加上鹿特丹FOB國際牌价IFO 180離岸價每噸所漲價超過美元XXXX以上的價格. 例如FOB PLATT'S ROTTERDAM IFO 180若升1美元到每噸美元XXXX, 那麼M100每噸變為美元XXXX+1= XXXX. 若日後鹿特丹FOB國際牌价IFO 180離岸價每噸漲價超過美元XXXX以上, 新的鹿特丹FOB國際牌价IFO 180離岸價將以在御貨港發出提單(BILL OF LADING)當曰的牌價, 並前1天和後1天共3天的平均牌價為標準。
But the monthly payment is still remain USDXXXX/MT unless the price FOB Platt Rotterdam IFO 180 over the limit USDXXXX/MT.
盡管信用証付款與每月電匯付款計算略有不同, 但每月電匯付款金額計算仍是以定價每噸美元XXXX不變, 並以不超過鹿特丹FOB國際牌價IFO 180 離岸價每噸美元XXXX為標準.
2) The approximate value of each one month’s shipments for the purpose of this contract is USDXXXXXXX (XXXXXXX UNITED STATE DOLLAR)
每个月装船的近似价值为美元 XXXXXXX(XXXXXXXX美元整)
3) PAYMENT TERMS 支付形式
Buyer’s Bank must provide Seller the LETTER PAYMENT GUARANTEE or IRREVOCABLE,
TRANSFERABLE AND UNCONDITONAL REVOLVING DOCUMENTARY LETTER OF CREDIT OF CREDIT OR BANK GUARANTEE for the amount guarantee of One month purchase order with amount USXXXXXXX (UNITED STATE DOLLARS XXXXXX) for the period 12 months making Seller as Beneficiary swift by MT760. The Buyer must send to the Seller address: LETTER PAYMENT GUARANTEE SWIFT BY MT799 or PRE ADVICE IRREVOCABLE, TRANSFERABLE AND UNCONDITONAL REVOLVING DOCUMENTARY LETTER OF CREDIT swift by MT799 AS APPENDIX MUST ADDRESS TO THE
Page 21 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: SELLER’S NAME: XXXXXXXX, and TEXT VERBIAGE Banker’s Guarantee AS APPENDIX 6 before Operative Bank Guarantee (LPG or RDLC) confirmation by Swift Wire MT760. For the TT payment base on shipment by MT103/23 must Address XXXXXXX only.
买方须签发金额为一个月货物价值(XXXXXXX美元整)的货款付款保証函(LPG)或循环信用证(RDLC) 或保函(BG)给卖方,总有效期为一年。需要说明的是一个月货物价值金额的购买能力,有效期为一年,并通过MT799签发给卖家XXXXXXXXX的银行，格式见附件6。 (TT)电汇付款通过MT103/23汇给卖方（XXXXXXX）的银行 並且在操作銀行發出確認以前將銀行的銀行保証函(如附件6)的用語透過MT760發出.出貨後的TT付款需經由MT103/23僅可以匯至 XXXXXXX.
Payment by Buyer for each monthly delivery of goods shall be made within SEVEN (7)Banking days upon arrival at destination via TT (MT103/23) only upon its Quality and Quantity is certified by Buyer’s appointed independent surveyor (CIQ or SGS) to be in accordance with Contract Specifications and Quantity. Any hard copy swift MT760 must send by Bank Bonded Courier to Seller’s Bank
买方支付的每月发送的货物的货款将被在经到货港的CIQ or SGS 检验合格后7个银行工作日内通过电汇MT103/23给卖方。
CONTRACT AND BANKING PROCEDURES 合同和银行规程
(a) Seller & Buyer sign Sales & Purchase Agreement. 买卖双方签订购销合同
((b) The buyer’s bank must issue by swift MT799 to Seller’s BANK, the LETTER PAYMENT GUARANTEE(LPG) or PRE ADVICE IRREVOCABLE, TRANSFERABLE AND UNCONDITONAL REVOLVING DOCUMENTARY LETTER OF CREDIT after contract signed within 5 Banking days and Operative LPG/BG/RDLC after partly POP and 2%PB receive TEXT VERBIAGE to the seller address: INVESTMENT LIMITED BY BANK TO BANK to verify.
签订本合同后5天内买方银行必须用SWIFT MT799开具给卖方银行付款保証函或預開循环信用证或保函SWIFT BY MT799。在买方在收到卖方的部分POP(供貨証明文件)后签发生效的付款保証函或循环信用证或保函给卖方银行
(C) After receipt of pre-advice LPG or RDLC or BG, within 14 to 30 days the Seller shall instruct his bank to issue THE PARTLY Proof of Product(POP)(STATE OF PRODUCT/DELIVERY INSTRUMENT) and non-operative performance bond, covering 2% of LPG/RDLC/BG value to LPG/RDLC/BG issuing bank via MT799. 收到付款保函(LPG) 或預開循环信用证或保函后，卖方要在14-30天内指示银行通过MT799开出2%的不生效履约保函和部分供货证明给买方银行。
(d) The Buyer issues the BANK INSTRUMENT (LPG or RDLC or BG) and MT103/23 the full cargo within 5 banking days after receipt of NON-OPERATIVE 2% PB and Partly Pop from the seller. This action simultaneously and automatically makes the NON-OPERATIVE 2% PB OPERATIVE from the Sellers bank and the OPERATIVE BANK INSTRUMENT by SWIFT MT760. The seller’s bank received, confirms and acceptance on the FULLY CASH BACK 100% BANK INSTRUMENT AND THE SELLER’S 5 banking days SEND THE FULL POP TO THE BUYER’S BANK. The Buyer’s shall issue MT103/23 minimum twenty (20) banking days before the Seller loads the vessel
买主在收到卖主未生效的2％ 履约保函和部分POP后，5个银行工作日内通过银行MT760签发付款保証函或循环信用证或保函后，卖方 2%的履约保函将自动生效。在卖家接受此LPG 或 RDLC（100%金额保证）后5个工作日内将通过银行发布全部的POP到买家银行。
The Full POP as below:
完整的POP(供貨証明文件)如下：
Copy of license to export, issued by the department of the ministry of energy Copy of approval to export, issued by the department of the ministry of justice Copy of statement of availability of the product
Copy of the refinery commitment to produce the product
Copy of the charter party agreement(s) to transport the product to discharge port 能源部门出具的出口许可证副本 司法部门出具的出口许可证副本
Page 22 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 商品的有效声明 炼油厂产品生产许可副本
船运公司运输到达目的港的租船合约副本
(f) Delivery commences as per contract and the shipment should be arrival at Buyers discharge port within 45 days after LPG/RDLC receiving by Sellers bank/Associates.
每份合同的交付和装船将在收到买方银行/机构的付款保证函或循环信用证45天内到达买方的卸货港口。
(g) All banking charges from the Buyers bank shall be borne by the buyer and all banking charges incurred by the Seller at Sellers bank shall be borne by the Seller.
买方银行的所有银行费用将附加于买方，所有卖方银行费用将附加于卖方。
(h) Should any amendments to the Bank Instrument be requested once the same had been issued then the Party requesting the change will be responsible for the payment of the related costs, unless changes by the faulting Party.
银行工具的任何修正一旦被请求那么政府申请的费用将有责任被附加在支付关系成本上，除非费用过失支付。
(i) Seller reserves the right not to load the vessel if the LPG/RDLC does not meet all requirements of the contract. Buyer shall arrange for his issuing bank to provide with a copy of the BG by swift, e-mail or fax on the day on which it is issued.
若银行担保信付款保证函或循环信用证或 保函不符合合同的买方必须安排其发证行再发出当天以SWIFT，电邮或传真提供一份副本。
(j) Within five (5) banking days of receipt and verification of the Proof of Product, Buyer will send Seller notification of verification and acceptance of Proof of Product.
在接收和确认商品校验的5个银行日里，买方将发送卖方的确认通知和校验商品的验证。
(k) Within thirty (30) days starting from the day Seller’s bank is advised that the Payment Instrument has been issued, Seller will finish loading the Goods and the vessel ready to set sail.
在开始从卖方银行考虑开具了支付工具的30天内，卖方将完成装载货物和船只准备起航。
(l) If due date for payment falls on a day that is not a Business Day, then payment shall be made on or before the Business Day immediately preceding the due date.
如果预期支付日期是非商业日期，支付将被挂起或在交易日前立即执行。
(m) Each Party hereto will bear its respective banking costs and charges. 每一方对此将承担各自的银行费用和诉讼费用。
(n) In the event of any difference between the total amount drawn from the established bank instrument and the amount corresponding to the total value of cargo effectively delivered as assessed at the Discharge Terminal, such difference shall be carried over to the next consecutive shipment Variances in the last month of the Contract will be settled by mutual agreement between the Parties, failing which, settlement of the variance will be determined by an independent firm of chartered accountants.
在确定总量的银行工具和已交付的一致的船货总额有任何不同的情况下，此不同将在合同的最后月份共同协商处理；裁决将通过独立的会计公司进行。
(n) If in the Seller’s reasonable judgment, the Buyer’s financial capability has become impaired or unsatisfactory, the Seller may, by giving not less than 30 days written notice together with evidence reasonably required by the Buyer, require the Buyer to deliver a guarantee satisfactory to the Seller. If the Buyer fails to deliver such a guarantee, the Seller may terminate this Contract and shall be entitled to the remedies set forth in Clause 13 of this Agreement
可以用不超过30天的时间书面通知相应通保证给卖方。如果买方没有发出这份保证，卖方可以终止这份合同和有资格根据附件13采取补救。
Page 23 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date:
DOCUMENTS REQUIRED FOR PAYMENTS 支付的必须文件
Settlement for each monthly lot shall be made against presentation of the following documents: 每个月的文档将被以下文件陈述：
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.
由船长签字的全套清洁已装船海运提单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、美国桶装、公吨制表示以下BG数字、装载港口、卸货港口和所描述的目的地与港口。 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。 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。 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。 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。
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。 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。
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。 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。
10、 Certificate of Cleanliness of pumps and lines signed by Independent Surveyor at the port of loading.
Page 24 of 29 Seller Initial Buyer Initial Sales & Purchase Agreement between xxxxxxxxxx Contract No: Seller’s Transaction Code: Buyer’s Transaction Code: Date: 装载港口的清洁证书需经独立检测员签署。 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。
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。
APPENDIX 5
Draft of Performance Bond Guarantee
SPECIMEN Performance bond
55548E 11.2005
Amount USD XXXXXX (In words USD XXXXXX)
We have been informed that you concluded on xxxxxxxxxxxxxxxxxxx a contract xxxxxxxxxxxxxxxxxxx with xxxxxxxxxxxxxxxxxxx for at a total price of according to this contract, are required to provide you with a performance bond.
This being stated, we, BANK NAME xxxxxxxxxxxxxxxxxxx , irrespective of the validity and the legal effects of the above mentioned contract and waiving all rights of objection and defense arising therefrom, hereby irrevocably undertake to pay to you, upon your first demand, any amount up to the above mentioned maximum amount, upon receipt of
Your duly signed request for payment stating that xxxxxxxxxxxxxxxxxxx have failed to fulfill their contractual obligations.
For the purpose of identification your request for payment must bear or be accompanied by a signed confirmation of one of our correspondent banks stating that the latter has verified your signature(s) appearing on the said request for payment.
Your claim is also acceptable if transmitted to us in full by duly encoded telex /SWIFT through one of our correspondent banks confirming that your original claim has been forwarded to us by registered mail or courier service and that the said bank has verified your signature(s) appearing thereon.
Our guarantee is valid until xxxxxxxxxxxxxxxxxxx
and expires in full and automatically, should your written request for payment or telex /SWIFT not be in our possession at our above address on or before that date, regardless of such date being a banking day or not.
Our guarantee will be reduced by each payment made by us as a result of a claim.
This guarantee is governed by British law, place of jurisdiction and performance is xxxxxxxxxxxxxxxxxxx. 由英国法律仲裁
Page 25 of 29 Seller Initial Buyer Initial