1、*Singapore Pte LtdRCB NO. 200311165H1 | PageSALES CONTRACTDATE: 19TH DECEMBER 2013 TO: * COMPANYFM: * SINGAPORE PTE LTDRE: OUR SPOT SALES OF MINIMUM 106,200 METRIC TONS TO MAXIMUM 118,000 METRIC TONS OF HSFO 380CST CIF ONE SAFE BERTH/PORT * 港口 CHINA DURING DECEMBER 28, 2013 TO JANUARY 6, 2014 (BOTH
2、DATES INCLUSIVE)OUR CONTRACT REF. * 合同号 (HEREINAFTER REFERRED AS AGREEMENT)THIS CONTRACT IS MADE BY AND BETWEEN THE BUYER AND THE SELLER. THE BUYER AGREES TO BUY, PAY AND TAKE, AND THE SELLER AGREES TO SELL AND DELIVER THE UNDER MENTIONED PRODUCT ACCORDING TO THE TERMS AND CONDITIONS AS STIPULATED B
3、ELOW:1. SELLER 卖方公司信息2. BUYER 买方公司信息3. PRODUCT产品 燃料油FUEL OIL 4. QUANTITY数量MINIMUM 106,200 METRIC TONS TO MAXIMUM 118,000 METRIC TONS AT SELLERS OPTIONS5. QUALITY质量指标CHARACTERISTICS MIN MAX METHODDENSITY 15 C, KG/M3 0.991 ISO3675/12185/D1298-99R05/D4052KINEMATIC VISCOSITY 50C,MM2/S 380 ISO 3104/D445F
4、LASH POINT, C 60 ISO 2719/D93POUR POINT, C 30 ISO 3016/D97CARBON RESIDUE, % (M/M) 18 ISO 10370/D4530-03/D189*Singapore Pte LtdRCB NO. 200311165H2 | PageASH, % (M/M) 0.15 ISO 6245/D482WATER 1.0 ISO 3733/D95SULFUR, % 3.5 ISO 14596/8754/D4294VANADIUM, MG/KG 300 ISO 14597/IP 501/470ALUMINIUM+SILICON, MG
5、/KG 80 ISO 10478/IP 501/470/377/95(03)TOTAL SEDIMENT POTENTIAL 0.10 ISO 10307-2/IP390(B)/D473ZINC MG/KG 15 IP501/470/377PHOSPHORUS, MG/KG 15 IP501/500/377CALCIUM MG/KG 30 IP501/470/377A FUEL SHALL BE CONSIDERED TO BE FREE OF ULO IF ONE OR MORE OF THE ELEMENTS ZINC, PHOSPHORUS AND CALCIUM ARE BELOW O
6、R AT THE SPECIFIED LIMITS. ALL THREE ELEMENTS SHALL EXCEED THE SAME LIMITS BEFORE A FUEL SHALL BE DEEMED TO CONTAIN ULO.THE SELLERS OBLIGATIONS WITH REGARD TO THE QUALITY OF THE PRODUCT SUPPLIED ARE LIMITED SOLELY TO SUPPLYING PRODUCT WHICH CORRESPONDS WITH THE DESCRIPTION AND ANY SPECIFICATIONS SET
7、 OUT IN THE CONTRACT. THERE ARE NO GUARANTEES, CONDITIONS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, GIVEN IN RELATION TO THE QUALITY, MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT AND THE RESULTS TO BE OBTAINED FROM THE USE OF ANY OF THE PRODUCT, FOR ANY PARTICULAR PURPOSE OR OTHE
8、RWISE, WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCT AND ANY SPECIFICATIONS CONTAINED IN THIS CONTRACT.6. DELIVERY交货DELIVERY TERM: CIF IN ONE CARGO LOT (AS PER INCOTERMS 2000 FOR CIF SALES)DISCHARGING LOCATION: ONE SAFE BERTH/PORT QINGDAO，CHINADISCHARGING DATE RANGE: DECEMBER 28, 2013 TO JANUAR
9、Y 6, 2014 (BOTH DATES INCLUSIVE)SELLERS NOMINATED VESSEL OR HER SUBSTITUTE SHALL BE SUBJECT TO BUYERS AND DISCHARGING TERMINALS ACCEPTANCE (SUCH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED). IN ALL CASES, BUYER SHALL MAKE BEST ENDEAVOR TO ACCOMMODATE OR BERTH THE PERFORMING VESSEL UPON
10、HER ARRIVAL WITH PRIORITY SEQUENCE AND WITHOUT ANY UNREASONABLE DELAY.BUYER SHALL GIVE FULL WRITTEN DISCHARGE INSTRUCTION FOR THE NOMINATED DISCHARGE BERTH, TERMINAL AND PORT AT LEAST SEVEN (7) DAYS PRIOR TO THE ETA OF SELLERS NOMINATED VESSEL AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DELAYS THAT
11、ARISE DUE TO BUYERS FAILURE TO DO SO.BUYER SHALL BE RESPONSIBLE FOR: A) PROCURING A SAFE BERTH AT THE DISCHARGING PORT AT WHICH THE VESSEL CAN, WHEN FULLY LADEN, ALWAYS LIE AND DISCHARGE AFLOAT; ANDB) PROCURING AND MAINTAINING IN GOOD WORKING ORDER ALL CONNECTIONS HOSES AND PIPES AND OTHER EQUIPMENT
12、S NECESSARY TO DISCHARGE THE PRODUCT AT THE BERTH; AND*Singapore Pte LtdRCB NO. 200311165H3 | PageC) ARRANGING FOR THE BERTHING AND UNBERTHING OF VESSEL.7. INSURANCE 保险MARINE INSURANCE COVERING THE VALUE OF THE PRODUCT TILL THE VESSELS ARRIVAL AT DISCHARGING PORT SHALL BE ARRANGED BY SELLER AT SELLE
13、RS ACCOUNT.8. PRICE价格THE UNIT PRICE SHALL BE EQUIVALENT TO THE ARITHMETIC AVERAGE OF THE MEAN OF EFFECTIVE QUOTATION FOR HSFO 380 CST UNDER THE HEADING FOB SINGAPORE AS PUBLISHED IN PLATTS ASIA PACIFIC/ARAB GULF MARKETSCAN FROM DECEMBER 01, 2013 TO DECEMBER 31, 2013 (BOTH DATES INCLUSIVE) PLUS A PRE
14、MIUM OF USD18.30 (UNITED STATES DOLLARS EIGHTEEN AND CENTS THIRTY) PER METRIC TON. ALL NON-PUBLICATION DAY(S) OF QUOTATIONS SHALL BE EXCLUDED. ANY OFFICIALLY PUBLISHED CORRECTION TO ANY OF THE RELEVANT QUOTATIONS SHALL BE TAKEN INTO ACCOUNT FOR THE PRICE CALCULATION.THE FINAL UNIT PRICE SHALL BE CAL
15、CULATED TO THREE (3) DECIMAL PLACES AND THE FOLLOWING ARITHMETIC RULES SHALL BE APPLIED: (1) IF THE FOURTH DECIMAL PLACE IS FIVE (5) OR GREATER THAN FIVE (5), THEN THE THIRD DECIMAL PLACE SHALL BE ROUNDED UP TO THE NEXT DIGIT; (2) IF THE FOURTH DECIMAL IS LESS THAN FIVE (5), THEN THE THIRD DECIMAL P
16、LACE WILL BE UNCHANGED. ALL CHARGES (INCLUDING BUT NOT LIMITED TO TAXES, DUTIES, TARIFFS, IMPOSTS, PORT CHARGES, INSPECTION FEES) INCURRED AT DISCHARGING PORT SHALL BE FOR BUYERS ACCOUNT. 9. PAYMENT付款PAYMENT SHALL BE MADE IN CNY (YUAN RENMINBI) FOR FULL INVOICE VALUE WITHOUT WITHHOLD, OFFSET, COUNTE
17、RCLAIM OR DEDUCTION BY AN IRREVOCABLE DOCUMENTARY LETTER OF CREDIT (L/C). AT THE COUNTERS OF SELLERS DESIGNATED BANK WITHIN 180 DAYS FROM NOTICE OF READINESS (THE “NOR”) DATE AT DISCHARGE PORT (NOR DATE TO COUNT AS DAY ONE) AGAINST PRESENTATION OF SELLERS ORIGINAL COMMERCIAL INVOICE AND OTHER NORMAL
18、 SHIPPING DOCUMENTS (OR EQUIVALENT) AGREED BY AND THEN AVAILABLE TO SELLER. THE APPLIED EXCHANGE RATE IS 6.40 CNY (YUAN RENMINBI) TO 1 USD (UNITED STATES DOLLARS).INVOICE QUANTITY WILL BE BASED ON CIQ REPORT AS PER CLAUSE (13) OF THIS CONTRACT. SHOULD THE CIQ REPORT IS NOT AVAILABLE DURING AT THE TI
19、ME OF NEGOTIATION, A PROVISIONAL QUANTITY OF 118,000 METRIC TONS WILL BE APPLIED FOR INVOICING PURPOSES.THE SELLER SHALL AS SOON AS PRACTICABLE ISSUE THE FINAL INVOICE THEREAFTER TO BUYER. ANY SHORTFALL IN PAYMENT DUE FROM THE BUYER TO THE SELLER SHALL BE SETTLED BY BUYER TO SELLER *Singapore Pte Lt
20、dRCB NO. 200311165H4 | PageWITHIN THE IRREVOCABLE DOCUMENTARY LETTER OF CREDIT (L/C) WITHIN 180 DAYS FROM NOTICE OF READINESS (THE “NOR”) DATE AT DISCHARGE PORT (NOR DATE TO COUNT AS DAY ONE) AFTER RECEIPT OF THE FINAL INVOICE. REFUND OF OVERPAYMENT DUE FROM THE SELLER TO THE BUYER SHALL BE SETTLED
21、BY TELEGRAPHIC TRANSFER REMITTANCE (T/T) WITHIN FIVE (5) WORKING DAYS AFTER SELLERS RECEIPT OF THE CARGO PAYMENT AGAINST BUYERS DEBIT NOTE. NO INTEREST SHALL BE PAYABLE FOR THE PERIOD BETWEEN THE PROVISIONAL PAYMENT DUE DATE AND THE FINAL PAYMENT DUE DATE.FAILURE BY SELLER TO RECEIVE THE L/C IN GOOD
22、 ORDER ON OR BEFORE DECEMBER 23, 2013 SHALL CONSTITUTE A REPUDIATORY BREACH OF THIS CONTRACT GIVING SELLER THE RIGHTS TO WITHHOLD THE LOADING OR DISCHARGING OF THE PRODUCT UNTIL THE L/C IS RECEIVED IN GOOD ORDER AND FURTHER TERMINATE THIS CONTRACT AT SELLERS OWN DISCRETION. ALL COSTS, EXPENSES, DAMA
23、GES, LIABILITIES AND OTHER CONSEQUENCES DUE TO FAILURE OR LATE ISSUANCE OF THE LETTER OF CREDIT (INCLUDING BUT NOT LIMITED TO DEMURRAGE INCURRED AT LOADING PORT OR DISCHARGING PORT, LOSS OF PROFIT, LOSS FROM PRICE FALLING AND PRODUCT DEVALUING) SHALL BE FOR ACCOUNT OF BUYER. IN ADDITION TO ANY OTHER
24、 REMEDIES AVAILABLE TO SELLER HEREUNDER OR OTHERWISE, SELLER IS ENTITLED TO DEDUCT OR SET OFF ALL COSTS, EXPENSES, DAMAGES AND LOSSES (INCLUDING LOSS OF PROFIT, LOSSES FROM PRICE FALLING AND PRODUCT DEVALUING) DIRECTLY OR INDIRECTLY SUFFERED BY SELLER AS A RESULT OF BUYERS FAILURE OR LATE ISSUANCE O
25、F THE L/C, ALL AS DETERMINED AND CALCULATED BY SELLER AT SELLERS SOLE DISCRETION, FROM OR AGAINST THE CASH DEPOSIT AND ADDITIONAL CASH DEPOSIT (IF ANY) REMITTED BY BUYER TO SELLER AS A SECURITY FOR BUYERS PERFORMANCE HEREUNDER.IN CASE ANY ORIGINAL DOCUMENTS ARE NOT AVAILABLE FOR PRESENTATION TO BUYE
26、R BEFORE OR ON THE PAYMENT DUE DATE, BUYER AGREES TO PAY THE SELLER AGAINST PRESENTATION OF SELLERS COMMERCIAL INVOICE AND LETTER OF INDEMNITY (LOI) IN SELLERS FORMAT (FACSIMILE OR PDF FORMAT SENT THROUGH EMAIL ACCEPTABLE).IF PAYMENT DUE DATE FALLS ON A SATURDAY OR A PRC BANKING HOLIDAY OTHER THAN A
27、 MONDAY, PAYMENT WILL BE EFFECTED ON THE PRECEDING PRC BANKING DAY. IF PAYMENT DUE DATE FALLS ON A SUNDAY OR A MONDAY PRC BANKING HOLIDAY, PAYMENT WILL BE EFFECTED ON THE IMMEDIATELY FOLLOWING PRC BANKING DAY.BUYERS PAYMENT OBLIGATIONS UNDER THIS CONTRACT SHALL BE DISCHARGED ONLY TO THE EXTENT OF SE
28、LLERS ACTUAL RECEIPT OF PAYMENT IN FULL INTO SELLERS NOMINATED BANK ACCOUNT.IN THE EVENT THAT PAYMENT COULD NOT BE SETTLED AGAINST SELLERS INVOICE ON THE DUE DATE, THEN WITHOUT PREJUDICE TO THE APPLICATION OF ANY OTHER PROVISIONS HEREOF AND / OR TO ANY OTHER REMEDY AVAILABLE TO SELLER HEREIN OR OTHE
29、RWISE, BUYER SHALL PAY SELLER INTEREST ON THE OVERDUE AMOUNT AT THE PRIME LENDING RATE OF THE CURRENCY IN WHICH THE AMOUNT IS PAYABLE AS QUOTED BY JP MORGAN CHASE BANK, NEW YORK, ON THE DATE PAYMENT IS DUE PLUS 2% (TWO PERCENT) PER ANNUM, SUCH INTEREST TO RUN FROM (AND INCLUDING) THE DUE DATE UP TO
30、THE DATE PAYMENT IS RECEIVED AND CREDITED TO SELLERS ACCOUNT BY SELLERS BANK. SUCH INTEREST SHALL BE PAYABLE TO SELLER ON DEMAND BY SELLER AND SHALL ACCRUE UNTIL PAYMENT NOTWITHSTANDING THE TERMINATION OF THE CONTRACT FOR ANY REASON WHATSOEVER. SUCH INTEREST SHALL IN NO CIRCUMSTANCES BE CONSTRUED AS
31、 AN AGREEMENT BY SELLER TO PROVIDE *Singapore Pte LtdRCB NO. 200311165H5 | PageEXTENDED CREDIT AS A MATTER OF COURSE, AND IS IN ADDITION TO ANY OTHER RIGHTS OF SELLER ARISING OUT OF SUCH DELAY. THE AMOUNT OF LATE PAYMENT INTEREST PAYABLE TO THE SELLER SHALL BE GROSSED UP FOR WITHHOLDING TAX, IF ANY,
32、 SUCH THAT THE NET AMOUNT RECEIVED BY THE SELLER AFTER THE DEDUCTION OF ANY SUCH WITHHOLDING TAX SHALL BE EQUAL TO THE FULL AMOUNT OF LATE PAYMENT INTEREST DUE.ALL BANK CHARGES AT THE BUYERS BANK SHALL BE FOR THE BUYERS ACCOUNT. ALL BANK CHARGES AT THE SELLERS BANK SHALL BE FOR THE SELLERS ACCOUNT.1
33、0. CREDIT TERM信用条款IF (A) SUFFICIENT CREDIT FOR THIS AND OTHER PENDING TRANSACTIONS INVOLVING BUYER HAS NOT BEEN ESTABLISHED WITH THE SELLERS CREDIT DEPARTMENT; OR (B) THE CREDIT LINE GRANTED BY SELLERS CREDIT DEPARTMENT TO BUYER HAS BEEN EXCEEDED; OR (C) SELLER DETERMINES THAT THE FINANCIAL CONDITIO
34、N OF BUYER OR BUYERS AFFILIATES OR BUYERS GUARANTOR (IF ANY) HAS BECOME IMPAIRED OR UNSATISFACTORY; OR (D) FOR ANY OTHER REASON SELLER DETERMINES IT NECESSARY TO OBTAIN ADEQUATE ASSURANCES OR ADDITIONAL ASSURANCES OF BUYERS OR BUYERS AFFILIATES FINANCIAL RESPONSIBILITY, SELLER MAY, IN ITS SOLE DISCR
35、ETION AND UPON NOTICE TO BUYER, REQUIRE BUYER TO PROVIDE SELLER WITH SATISFACTORY SECURITY FOR BUYERS AND/OR BUYERS AFFILIATES PERFORMANCE OF TRANSACTIONS.SUCH SATISFACTORY SECURITY MAY INCLUDE BUT NOT BE LIMITED TO, AT SELLERS OPTION, (I) PREPAYMENT OF PRODUCT; OR(II) AN IRREVOCABLE LETTER OF CREDI
36、T (“L/C”) OR STANDBY L/C (IN FORMAT ACCEPTABLE TO SELLER) FOR PRODUCT ESTIMATED MAXIMUM VALUE OPENED PRIOR TO THE SCHEDULED DELIVERY OF PRODUCT BY A FIRST CLASS BANK ACCEPTABLE TO SELLER; OR(III) DELIVERY TO SELLER WITHIN 2 BANKING DAYS OF SELLERS REQUEST OF A GUARANTEE FROM BUYER OR BUYERS PARENT C
37、OMPANY OR ANY OTHER ENTITY AT SELLERS DISCRETION IN A FORM AND SUBSTANCE SATISFACTORY TO SELLER; OR (IIII) REMITTANCE TO SELLERS NOMINATED BANK ACCOUNT THE CASH DEPOSIT UP TO THE AMOUNT AND PRIOR TO OR ON THE TIME LIMIT DECIDED BY SELLER AT ITS DISCRETION, AS A SECURITY FOR BUYERS PERFORMANCE OF ITS
38、 OBLIGATIONS IN FULL CONFORMITY WITH THIS CONTRACT. IN THE EVENT OF EACH MARKET FLUCTUATION (E.G. EACH PRICE FALLING OR INCREASING EXCEEDING 5% OF THE CONTRACT PRICE HEREUNDER OR THE ESTIMATED CONTRACT PRICE IF THE PRICING PERIOD ISNT OVER), SELLER UNDER EACH CIRCUMSTANCE IS RESPECTIVELY ENTITLED TO
39、 REQUIRE BUYER TO RAISE ITS PERFORMANCE SECURITY BY FURTHER REMITTING TO SELLERS NOMINATED BANK ACCOUNT THE ADDITIONAL CASH DEPOSIT AS DECIDED BY SELLER WITHIN TWO (2) WORKING DAYS AFTER SELLERS NOTICE (THE DATE OF SELLERS NOTICE TO BE COUNTED AS DAY ONE).ANY COSTS OR CHARGES RELATED TO (I), (II), (
40、III) AND (IIII) SHALL BE AT BUYERS OWN ACCOUNT. NO INTEREST SHALL BE PAYABLE FOR THE PERIOD BETWEEN THE FIRST CASH DEPOSIT PAYMENT DATE AND THE FINAL CASH DEPOSIT RETURN DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THIS CONTRACT OR ANY OTHER CONTRACT AND WITHOUT PREJUDICE TO ANY OTHER LEGAL
41、REMEDIES AVAILABLE TO SELLER, IF BUYER FAILS TO *Singapore Pte LtdRCB NO. 200311165H6 | PagePROVIDE THE SATISFACTORY SECURITY AS ABOVE PARAGRAPHS, SELLER IS ENTITLED TO AT ITS SOLE OPTION (A) SUSPEND ITS PERFORMANCE HEREUNDER; OR (B) TERMINATE THIS CONTRACT OR ANY OTHER CONTRACT, INCLUDING BUT NOT L
42、IMITED TO SUSPENDING OR STOP OIL-SUPPLYING; OR (C) PROCEEDING AGAINST BUYER FOR COSTS, DAMAGES, DEMURRAGES, LOSSES FROM PRICE FALLING, PRODUCT DEVALUING AND OTHERS OCCASIONED BY BUYERS FAILURE TO PROVIDE THE REQUESTED SECURITY.11. LAYTIME卸货时间THE TOTAL LAYTIME ALLOWED TO BUYER FOR DISCHARGING BUYERS
43、CARGO AT DISCHARGING PORT SHALL BE 90 RUNNING HOURS SHINC, PRORATED FOR PART CARGO OR PART DAY. LAYTIME SHALL COMMENCE UPON SIX (6) HOURS AFTER NOTICE OF READINESS IS TENDERED OR UPON THE VESSEL IS ALL FAST ALONGSIDE THE BERTH, WHICHEVER OCCURS FIRST, AND SHALL CEASE UPON DISCONNECTION OF HOSES AFTE
44、R COMPLETION OF DISCHARGING.CONOCO WEATHER CLAUSE (AS AMENDED) TO APPLY: DELAYS IN BERTHING FOR DISCHARGING AND ANY DELAYS AFTER BERTHING WHICH ARE DUE TO WEATHER CONDITIONS SHALL COUNT AS ONE HALF LAYTIME OR, IF ON DEMURRAGE, AT ONE HALF DEMURRAGE RATE, EXCEPT FOR STS/LIGHTERING OPERATION WHERE TIM
45、E TO COUNT IN FULL WEATHER PERMITTING OR NOT. AFTER HOSES OFF, MAXIMUM 3 HOURS FOR WAITING DOCUMENTATION SHALL BE FOR SELLERS ACCOUNT, OTHERWISE SHALL BE FOR BUYERS ACCOUNT. IN CASE THERE ARE SEVERAL BUYERS AT SAME DISCHARGING PORT, THEN LAYTIME DEEMED TO BE USED BY THE BUYER UNDER THIS CONTRACT SHA
46、LL BE THE PROPORTION OF THE QUANTITY OF BUYERS PRODUCT AGAINST THE TOTAL QUANTITY OF ALL BUYERS PRODUCTS DISCHARGED AT THE SAME DISCHARGING PORT MULTIPLIED BY ALL LAYTIME ACTUALLY USED BY ALL BUYERS AT THE SAME DISCHARGING PORT WHICH SHOULD COMMENCE UPON SIX (6) HOURS AFTER NOTICE OF READINESS TENDE
47、RED AT THE DISCHARGING PORT OR UPON THE VESSEL IS ALL FAST ALONGSIDE THE BERTH, WHICHEVER OCCURS FIRST, AND SHALL CEASE UPON DISCONNECTION OF HOSES AFTER COMPLETION OF DISCHARGING ALL BUYERS PRODUCTS.IN ALL CASES BUYER SHALL MAKE BEST ENDEAVOR TO BERTH THE VESSEL UPON HER ARRIVAL WITH PRIORITY SEQUE
48、NCE AND WITHOUT ANY UNREASONABLE DELAY. 12. DEMURRAGE滞期费IF THE ALLOWED LAYTIME IS EXCEEDED, DEMURRAGE PAYABLE TO SELLER SHALL BE AS PER PERFORMING VESSELS ACTUAL CHARTER PARTY RATE, TERMS AND CONDITIONS PRORATED FOR PART DAY. SELLER SHALL NOTIFY BUYER IN WRITING WITHIN (90) DAYS AFTER COMPLETION OF
49、CARGO DISCHARGING IF DEMURRAGE HAS BEEN INCURRED AND PROVIDE WITH ALL SUPPORTING DOCUMENTS WITHIN (120) DAYS AFTER COMPLETION OF CARGO DISCHARGING. IF SELLER FAILS TO GIVE NOTICE OR TO SUBMIT ANY SUCH CLAIM WITHIN THE TIME LIMIT AS AFORESAID, BUYER SHALL NOT BE LIABLE FOR SUCH DEMURRAGE. *Singapore Pte LtdRCB NO. 200311165H7 | PageDEMURRAGE, IF ANY, SHALL BE PAID BY BUYER IN FULL WITHIN 30 DAYS UPON RECEIPT OF THE INVOICE FROM SELLER AFTER CONFIRAMTION ON THE DEMURRAGE AMOUNT BY BO
