1、- 1 -SALES/PURCHASE CONTRACT OF GASOILSELLERS REF:7614 (P-G16)BUYERS REF: DATE: FEB 16, 2011THIS CONTRACT IS MADE BY AND BETWEEN THE BUYER AND THE SELLER. THE BUYER AGREES TO BUY AND THE SELLER AGREES TO SELL THE UNDER MENTIONED COMMODITY ACCORDING TO THE TERMS AND CONDITIONS AS STIPULATED BELOW:1)
2、THE SELLERCHINA (HONG KONG) CORPORATION LTD.ADDRESS:.TEL: +86 10 FAX: +86 10 2) THE BUYERPTE LTD.ADDRESS: TEL: +FAX: +TELEX: 3) COMMODITY50PPM MAX SULFUR CONTENT GASOIL4) QUANTITY250,000 BBLS MAX, WITH MINUS FIVE PERCENT AT BUYERS OPTION5) DELIVERY DELIVERY SHALL BE FOB AT ONE SAFE PORT OF JAPAN NOM
3、INATED BY SELLER DURING MARCH 5-15, 2006. ITS POSSIBLE FOR SELLER TO APPOINT NEGISHI AS THE LOADPORT.6) NOMINATION PROCEDUREBUYER SHALL NOMINATE FIVE (5) DAY DATE RANGE WITHIN THE ELEVEN (11) DAY DATE RANGE AT LATEST TEN (10) DAYS PRIOR TO THE FIRST DAY OF THE FIVE (5) DAY LIFTING RANGE SUBJECT TO S
4、ELLERS ACCEPTANCE， SUCH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHOLD. AFTER RECEIPT OF THE FIVE-DAY NOMINATION, SELLER SHALL ADVISE BUYER OF A LOADING PORT ON THE NEXT JAPANESE WORKING DAY. BUYER SHALL NARROW SUCH FIVE (5) DAY DATE RANGE DOWN TO THREE (3) DAY DATE RANGE WITHIN THE FIVE (5) DAY DATE
5、 RANGE AT LATEST SEVEN (7) DAYS PRIOR TO THE FIRST DAY OF THE THREE (3) DAY DATE RANGE.- 2 -7) VESSELPERFORMING VESSEL FOR LOADING PRODUCTS SHALL BE SUBJECT TO TERMINALS ACCEPTANCE. BUT TERMINAL SHALL NOT REJECT ANY SUCH NOMINATION UNREASONABLY.BUYER SHALL NOMINATE VESSEL NO LATER THAN THE TIMING OF
6、 DECLARATION OF FIVE DAYS DATE RANGE.8) PRICETHE FOB ONE SAFE PORT OF JAPAN PRICE IN US DOLLARS PER BARREL SHALL BE THE AVERAGE OF ALL MEAN QUOTATIONS FOR GASOIL REG 0.5% AS PUBLISHED BY PLATTS ASIA PACIFIC MARKETSCAN UNDER THE HEADING SINGAPORE OF MARCH (FROM 01ST UP TO 31ST INCLUSIVE) 2006, PLUS A
7、 FIXED PREMIUM OF US DOLLARS $4.00 (FOUR DOLLARS ONLY) PER BARREL.THE UNIT PRICE SHALL BE CALCULATED / ROUNDED TO 3 DECIMAL PLACES WITH THE THIRD DECIMAL PLACE TO BE INCREASED TO THE NEXT DIGIT WHENEVER THE FOURTH DECIMAL PLACE IS FIVE OR GREATER THAN FIVE.INVOICE QUANTITY SHALL BE BASED ON BILL OF
8、LADING QUANTITY.9) QUALITYGASOIL 0.005%=LIMIT ITEMS UNITMIN MAX TEST METHOD1. APPEARANCE CLEAN THE SELLERS BANK CHARGES SHALL BE FOR THE SELLERS ACCOUNT.- 4 -IN THE EVENT THAT PAYMENT FALLS DUE ON A SATURDAY OR ANY OTHER BANK HOLIDAY OTHER THAN MONDAY IN NEW YORK, PAYMENT SHALL BE MADE ON LAST PRECE
9、DING BANKING DAY IN NEW YORK.IN THE EVENT THAT PAYMENT FALLS DUE ON A SUNDAY OR MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT SHALL BE MADE ON THE FIRST FOLLOWING BANKING DAY IN NEW YORK. 12) LAYTIMELAYTIME SHALL BE 36 HOURS SHINC FOR EACH SHIPMENT, STARTING 6 HOURS AFTER NOR TENDERED OR WHEN VESSEL IS A
10、LL FAST ALONGSIDE BERTH WHICHEVER IS EARLIER AS PER ASBATANKVOY CHARTER PARTY. LAYTIME SHALL CEASE ON DISCONNECTION OF HOSES ON COMPLETION OF LOADING CARGO.TIME CONSUMED WAITING PRATIQUE SHALL NOT COUNT AS LAYTIME.FOR EACH SHIPMENT, A LAYTIME EXTENTION WILL BE REQUIRED BY MUTUAL AGREEMENT, WHEN CARG
11、O SIZE EXCESSES THE CONTRACTUAL QUANTITY. IF THE VESSEL ARRIVES BEFORE THE AGREED ARRIVAL DATE RANGE, LAYTIME SHALL COMMENCE AT 0600 HOURS LOCAL TIME OF THE FIRST DAY OF THE AGREED 3-DAY LOADING RANGE, OR THE COMMENCEMENT OF LOADING WHICHEVER OCCURS FIRST.IN THE EVENT VESSELS ARRIVING LOADING PORT I
12、S DELAYED BEYOND THE MUTUALLY ACCEPTED LOADING RANGE, THROUGH NO FAULT OF SELLER, LAYTIME SHALL START UPON THE COMMENCEMENT OF LOADING.IN THE CASE VESSEL UNABLE TO REACH LOADING BERTH ON ARRIVAL DUE TO PORT AUTHORITY RESTRICTIONS ON SHIFTING AFTER 1700 HOUR, THEN THE WAITING TIME FOR PILOT OF SHIFTI
13、NG UNTIL 0600 HOURS NEXT MORNING OR UNTIL VESSEL IS ALL FAST, WHICHEVER IS EARLIER, SHALL NOT COUNT AS USED LAYTIME UNLESS ALREADY ON DEMURRAGE.“CONOCO WEATHER CLAUSE“ SHALL APPLY.13) DEMURRAGEFOR THE VOYAGE CHARTERED VESSEL, DEMURRAGE, IF ANY, SHALL BE AT THE RATE SPECIFIED IN THE CHARTER PARTY.FOR
14、 TIME CHARTERED VESSEL, DEMURRAGE SHALL BE WORLDSCALE, AS MODIFIED BY THE AVERAGE FREIGHT RATE ASSESSMENT (AFRA), FOR THE MONTH IN WHICH LOADING IS COMPLETED FOR VESSEL OF THE SIZE AND CLASS OF BUYERS.NO CLAIM FOR DEMURRAGE SHALL BE ENTERTAINED IF TELEX CLAIM IS NOT RECEIVED BY BUYER WITHIN 60 DAYS
15、FROM THE DATE VESSEL COMPLETED LOADING AND THE FULLY DOCUMENTED CLAIM IS NOT RECEIVED BY BUYER WITHIN 90 DAYS FROM THE DATE VESSEL COMPLETED LOADING.- 5 -14) TITLE AND RISKSTHE TITLE AND RISKS OF THE COMMODITY UNDER THIS CONTRACT SHALL BE PASSED TO THE BUYER WHEN THE COMMODITY PASSES THE FLANGES CON
16、NECTING THE LOADING ARMS AND RECEIVING TANKERS MANIFOLDS AT THE LOAD PORT. 15) FORCE MAJEUREIF EITHER PARTY IS RENDERED UNABLE BY FORCE MAJEURE TO PERFORM OR COMPLY FULLY OR IN PART WITH ANY OBLIGATIONS OR CONDITION OF THIS CONTRACT, EXCEPT IN RELATION TO OBLIGATIONS TO MAKE PAYMENTS DUE UNDER THIS
17、AGREEMENT, UPON SUCH PARTYS GIVING WRITTEN NOTICE TO THE OTHER PARTY OF SUCH FORCE MAJEURE WITHIN FORTY-EIGHT (48) HOURS AFTER RECEIVING NOTICE THEREOF, SUCH PERFORMANCE OR COMPLIANCE SHALL BE SUSPENDED DURING THE CONTINUANCE OF THE INABILITIES SO CAUSED, AND SUCH PARTY SHALL BE RELIEVED OF LIABILIT
18、Y AND SHALL SUFFER NO PREJUDICE FOR FAILURE TO PERFORM THE SAME DURING SUCH PERIOD. IN THE EVENT THAT THE SAID PERIOD OF SUSPENSION OF PERFORMANCE SHALL CONTINUE IN EXCESS OF THIRTY (30) CALENDAR DAYS, EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT BY WRITTEN NOTICE TO THE OTHER PARTY，
19、IN WHICH CASE NEITHER PARTY SHALL BE RESPONSIBLE FOR FURTHER PERFORMANCE NOR LIABLE IN ANY WAY TO EACH OTHER AS USED HEREIN, THE TERM FORCE MAJEURE SHALL INCLUDE, BY WAY OF EXAMPLE AND NOT IN LIMITATION, FIRE, WARS OR BELLIGERENT ACTION, RIOTS OR COMMOTIONS, ACTS OF GOD, NAVIGATIONAL ACCIDENTS, VESS
20、EL DAMAGE OR LOSS, ACCIDENTS AT OR CLOSING OF NAVIGATION OR TRANSPORTATION MECHANISM, STRIKES, GRIEVANCES OR ACTIONS BY OR AMONG WORKERS, LOCK-OUTS, OR OTHER LABOUR DISTURBANCES, ACTIONS OF ANY GOVERNMENT, OR BY ANY PERSON PURPORTING TO REPRESENT A GOVERNMENT, OR OTHER CAUSE NOT REASONABLY WITHIN TH
21、E CONTROL OF THE RESPECTIVE PARTIES.16) THIRD PARTY RIGHTNO TERM OF THE AGREEMENT SHALL BE ENFORCEABLE UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 BY ANY PERSON, COMPANY OR OTHER LEGAL ENTITY WHICH IS NOT A PARTY TO THE AGREEMENT (“A THIRD PARTY”) AGAINST ONE OF THE PARTIES TO THE AGREEME
22、NT.THE PARTIES MAY RESCIND OR VARY THE AGREEMENT, IN WHOLE OR IN PART, WITHOUT THE CONSENT OF ANY THIRD PARTY.17) ARBITRATIONTHE CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW. ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT INCLUDING ANY QUESTION REGARDING
23、 ITS EXISTENCE, VALIDITY OR TERMINATION, IF NOT SETTLED BY NEGOTIATION, SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION UNDER THE RULES OF THE LONDON COURT OF INTERNATIONAL ARBITRATION, WHOSE RULES ARE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS CLAUSE. THE TRIBUNAL SHALL CONSIST OF TH
24、REE ARBITRATORS, ONE TO BE NOMINATED BY BUYER, ONE BY SUPPLIER AND THE THIRD BY THE PRESIDENT OF THE LCIA. IN CASE EITHER - 6 -PARTY FAILS TO NOMINATE ITS ARBITRATOR THEN THE PRESIDENT OF THE LCIA WILL APPOINT HIM.THE PLACE OF THE ARBITRATION SHALL BE LONDON, UNITED KINGDOM. THE LANGUAGE OF THE ARBI
25、TRATION SHALL BE ENGLISH. THE ARBITRATION TRIBUNAL SHALL STATE IN ITS AWARD IN DETAIL THE FACTS OF THE CASE AND THE REASONS FOR ITS DECISION.THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS CONTRACT.18) ISPS COMPLIANCE1. BUYERS SHALL PROCURE THAT
26、 THE VESSEL SHALL COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WHERE THE LOADING PORT IS WITHIN THE USA AND US TERRITORIES OR WATERS, WITH THE US MARITIME TRANSPORTATION SECU
27、RITY ACT 2002 (MTSA).2. THE VESSEL SHALL WHEN REQUIRED SUBMIT A DECLARATION OF SECURITY (DOS) TO THE APPROPRIATE AUTHORITIES PRIOR TO ARRIVAL AT THE LOADING PORT.3. NOTWITHSTANDING ANY PRIOR ACCEPTANCE OF VESSEL BY SELLER, IF AT ANY TIME PRIOR TO THE PASSING OF RISK AND TITLE, THE VESSEL CEASES TO C
28、OMPLY WITH THE REQUIREMENTS OF THE ISPS CODE OR MTSA:A) SELLER SHALL HAVE THE RIGHT NOT TO BERTH SUCH NOMINATED VESSEL AND ANY DEMURRAGE RESULTING SHALL NOT BE FOR THE ACCOUNT OF THE SELLER.B) BUYER SHALL BE OBLIGED TO SUBSTITUTE SUCH NOMINATED VESSEL WITH A VESSEL COMPLYING WITH THE REQUIREMENTS OF
29、 THE ISPS CODE AND MTSA.4.A) SELLERS SHALL PROCURE THAT THE LOADING PORT/TERMINAL/INSTALLATION SHALL COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND IF LOCATED WITHIN THE USA AN
30、D US TERRITORIES, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA).B) ANY COSTS OR EXPENSES IN RESPECT OF THE VESSEL INCLUDING DEMURRAGE OR ANY ADDITIONAL CHARGE, FEE OR DUTY LEVIED ON THE VESSEL AT THE LOADING PORT AND ACTUALLY INCURRED BY BUYER RESULTING DIRECTLY FROM THE FAILURE OF TH
31、E LOADING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE AND IF LOCATED WITHIN THE USA AND US TERRITORIES, WITH THE MTSA, SHALL BE FOR THE ACCOUNT OF THE SELLER, INCLUDING BUT NOT LIMITED TO THE TIME REQUIRED OR COSTS INCURRED BY THE VESSEL IN TAKING ANY ACTION OR - 7 -ANY SPECIAL OR ADDITI
32、ONAL SECURITY MEASURES REQUIRED BY THE ISPS CODE OR MTSA.5. SAVE WHERE THE VESSEL HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THE INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WITHIN THE USA AND US TERRITORIES
33、 OR WATERS, WITH THE US MARITIME TRANSPORTATION SECURITY ACT 2002 (MTSA), THE SELLER SHALL BE RESPONSIBLE FOR ANY DEMURRAGE ACTUALLY INCURRED BY THE BUYER AJUSING FROM DELAY TO THE VESSEL AT THE LOADING PORT RESULTING DIRECTLY FROM THE VESSEL BEING REQUIRED BY THE PORT FACILITY OR ANY RELEVANT AUTHO
34、RITY TO TAKE ANY ACTION OR ANY SPECIAL OR ADDITIONAL SECURITY MEASURES OR UNDERGO ADDITIONAL INSPECTIONS BY VIRTUE OF THE VESSELS PREVIOUS PORTS OF CALL.6. THE SELLERS LIABILITY TO THE BUYER UNDER THIS AGREEMENT FOR ANY COSTS, LOSSES OR EXPENSES INCURRED BY THE VESSEL, THE CHARTERERS OR THE VESSEL O
35、WNERS RESULTING FROM THE FAILURE OF THE LOADING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE OR MTSA SHALL BE LIMITED TO THE PAYMENT OF DEMURRAGE ANE COSTS ACTUALLY INCURRED BY THE BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS CLAUSE.19) LIMITATION OF LIABILITY:NEITHER THE SELLER NOR TH
36、E BUYER SHALL BE LIABLE FOR LOSS OF PROFIT, GOODWILL OR ANY TYPE OF SPECIAL INDIRECT OR CONSEQUENTIAL LOSS OF ANY KIND ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT.20) WARRANTIESSELLER WARRANTS THAT IT HAS FULL LEGAL TITLE TO THE PRODUCT, FREE A
37、ND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND THAT IT HAS FULL RIGHT AND POWER TO CONVEY SUCH TITLE TO BUYER.21) ASSIGNABILITYNEITHER PARTY SHALL ASSIGN THE WHOLE OR ANY PART OF ITS RIGHTS AND OBLIGATIONS HEREUNDER DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.22) OTH
38、ER TERMS AND CONDITIONSALL OTHER TERMS AND CONDITIONS NOT SPECIFIED ABOVE TO BE IN ACCORDANCE WITH INCOTERMS 2000 FOR FOB SALES.23) OPERATIONS AND SETTLEMENT CONTACTS(HONG KONG) CORPORATION LTDC/O CHINA CORPORATION- 8 -REFINED PRODUCTS DEPARTMENTBEIJING, 100032, CHINAOPERATIONAL AND FINANCIAL CONTAC
39、T: ATTN:TEL: +86-10- FAX: +86-10-E-MAIL: ATTN: TEL: +86-10-FAX: +86-10-E-MAIL: DEMURRAGE CONTACT: ATTN:TEL: +86-10-FAX: +86-10-E-MAIL: WE ARE PLEASED TO HAVE CONCLUDED THIS TRANSACTION WITH YOUR COMPANY.PLEASE CONFIRM YOUR AGREEMENT TO THE ABOVE TERMS AND CONDITIONS BY RETURN.REGARDS,FOR AND ON BEHALF OF (HONG KONG) CORPORATION LTD.
