锌精矿合同英文版

CONTRACT OF SALE NUMBER(销售合同编号):

CONTRACT DATE(合同日期)

TRADING AG (“Seller”), has sold and Co., LTD (“Buyer”) China hereby agrees to purchase the following material on the following specific terms and conditions: 贸易股份有限公司(“卖方”)出售，中国有限公司(“买方”)特此同意 在以下特定条款和条件下购买以下材料: 1. MATERIAL AND QUALITY（材料与质量）:

Zinc Concentrates with typical assays as below 锌精矿与典型分析如下

Zn（锌） : 45 -47% Ag（银）: 68 Grs/dmt As（砷）:0.04% Co（钴）:0.01% Cd（镉）:0.14% Cu（铜）: 0.04%

Cao（氧化钙）:0.27% Co2（二氧化碳）:0.70%

Fe（铁）: 10% Ge（锗）: 0.008% Hg（汞）:0.0139% K2O（氧化钾）: 0.03% Mn（锰）:0.03% MgO（氧化镁）:0.33% Ni（镍）: 0.009% Na2O（氧化钠）:0.02% Pb（铅）: 3.26% SiO2（氧化硅）: 8.5-10% S（硫）:30.0% Sb（锑）: 0.005%

For the balance of its composition, the material shall be free of constituent’s deleterious elements harmful to the smelting and refining process.

2.

QUANTITY（数量）:

10000(ten thousand ) Dry Metric Tons, +/- 10% (plus/minus ten percent) Zinc Concentrates, in Seller’s option.

10000(一万)干吨，±10%锌精矿,在卖方选项

3. SHIPMENT（装运）:

In containers, during July 2005, subject to Seller’s receipt of fully workable Letter of Credit opened by Buyer in favor of Seller in accordance with the provisions of Clause 7 and also subject to suitable vessel/container availability. Furthermore, no vessel nomination will be done until the fully workable Letter of Credit is in place.

2005年7月通过集装箱， 4. DELIVERY（交付）:

The concentrates shall be delivered on the basis CIF (Incoterms 2000) CY Fangcheng/Beihai or main China Port to be declared timely by buyer.

All THC and other cost at the disport for buyer’s account.

货物按照CIF防城港或北海港或其他中国主要港口的集装箱堆场进行交付且买方要及时知会交付地点。所有码头操作费及其他费用由买方承担。

5. PRICE（报价）:

The price of the material shall be the sum of the following payable metals:

材料的价格应为以下金属的应付款项总和:

5.A) Payable Metals（应付款金属）: 5.A.1 Zinc（锌）:

Buyer shall pay 85% (eighty five percent) of the final zinc content, subject to minimum deduction of 8 (eight) units, at the official LME Cash Settlement quotation for Special High Grade Zinc as published in Metal Bulletin, averaged over the Quotational Period. 买方应当支付内含物的85%

5.A.2 No other metals shall be payable.

5.B) Deductions:

5.B.1 Treatment Charge (“T/C”):

The Treatment Charge shall be U.S. Dollars245.00 (two hundred forty five point zero zero) per

dry metric tons of material flat CIF CY Fangcheng/Beihai or Main China port.

5.B.2 No other deductions shall be applicable. 6. QUOTATIONAL PERIOD:

6.A.1 The Quotational Period (“QP”) for zinc shall be the average of the second month following the

month of shipment (“M+2”), as evidenced by the onboard date of Bill of Lading.

6.A.2 Subject to receipt of fully workable Letter of Credit, Buyer shall, prior to the last LME

trading day before QP starts, price the total material at any time, basis QP LME price for zinc. The minimum quantity for which Buyer is allowed to fix a price each time is 500mt. 6.A.3 However, if the material is not priced prior to the commencement of the QP, then the price

for that portion shall be fixed as per 6.A.1 above.

6.A.4 Furthermore any material priced prior to commencement of the contractual QP can be

unpriced at anytime. All valid pricing or unpricing orders will have to be issued in writing and signed. Such pricing/unpricing orders can be carried out if Letter of Credit value covers the outstanding value of the material at the market price of the pricing order and the unpricing orders will be carried out only if 90% letter of Credit value covers the outstanding value of the material at the market price at the time of the unpricing order.

6.A.5 Each time material is unpriced in accordance with Clause 6.A.4 above, Seller will be

entitled to earn a Commission of Dollars 8.00 per metric ton of material unpriced or 15% of the gross unpricing profit, whichever is the greater. Seller shall remit any remaining profit, after deducting the Commission, to Buyer within 7 banking days after finalisation of this Contract.

6.A.6 The final price of the material shall be the weighted average of each of the prices fixed as

per the above provisions after taking into account any of the material, which has been unpriced and any over/under pricing over the QP.

7. PAYMENT:

7.A.1 100% payment by irrevocable documentary Letter of Credit. Buyer shall make 90%

provisional payment in Dollars, net cash, either at sight or 90 days after sight against Seller’s presentation of the following shipping documents:

? Full set 3/3 Original clean on board Ocean Bills of Lading made out to order and blank

endorsed, with notify party to be advised timely by Buyer.

? Full set original certificate of insurance for 110% of the CIF material value.

? Provisional Weight certificate indicating moisture in percentage, wet metric tons and dry

metric tons, issued by Seller.

? Provisional assay certificate issued by Seller. ? Certificate of origin issued by Seller. ? Provisional Invoice issued by Seller.

Payment shall be secured by way of an irrevocable documentary Letter of Credit issued by a first Class Chinese bank nominated by Buyer to Seller and accepted by Seller and advised through First class European bank to be advised by Seller.

Third party Letter of Credit acceptable, Buyer shall provide with LC opening company's information promptly after signing of the contract.

The Letter of Credit shall be opened before June 27, 2005 using pre-shipment weights, assays and prices averaged over two full calendar weeks prior to Seller’s presentation of calculations for purpose of opening the letter of Credit plus relevant adjustment covering 110%. Such Letter of Credit shall be issued in a form and substance acceptable to Seller and shall be payable either at sight or 90 days after onboard date of bill of lading. The Letter of credit shall be available for negotiation and payment at the counters of any bank. All issuing bank charges are for Buyer’s account.

All advising/negotiating bank charges for Seller’s account.

7.A.2 The provisional payment, shall be based upon the provisional weight and assay

certificates issued by the Seller and the applicable provisional prices as known two full calendar weeks prior to onboard date of Bill of Lading. If Buyer has priced the material quantity prior to presentation, the provisional price shall then reflect the tonnage priced.

Should the market value exceed at any one time 95% of the Letter of Credit value, the Seller shall ask for an amendment of the Letter of Credit. If such amendment is not received within 3 days or if LME price increase in such a way that the market value of the delivered goods exceed 100% of the 100% Letter of Credit value, whichever is earlier, Seller has the right but not the obligation to price the material without any further notice. If final settlement in favor of Buyer, Seller shall pay the balance due to Buyer latest five working days after received of final debit note.

7.A.3 The Letter of Credit shall be available for drawing by Seller on the final settlement when

all details relating to final weight, price and quality are known, against presentation of Seller’s final invoice.

The final settlement shall be the value determined in accordance with the relative

clauses in this contract regarding weight, assays and prices, less provisional payments effected.

7.A.4 For deferred payment Letter of Credit, Buyer shall pay Seller finance charges, at the

published Financial Times of London three months LIBOR (quoted on onboard date of Bill of Lading) plus 1.5%, calculated for 90 calendar days, basis 90% provisional invoice amount. Such charges shall be allowed for in the Letter of Credit and shall be included in first provisional drawing.

7.A.5 If due date falls on a Saturday or New York banking holiday other than Monday, payment

shall be made on the preceding New York banking day. If payment due date falls on a Sunday or Monday bank holiday in New York, payment to be made on the next New York banking day. 。

8. WEIGHING, SAMPLING AND MOISTURE DETERMINATION:

For the purpose of final settlement, weighing, sampling and moisture determination shall be carried out for the buyer’s account at the port of discharge, in accordance with standard international practises, performed by CIQ/CCIC. The final weight shall be determined by CIQ/CCIC, in conjunction with Seller’s representative using draft survey (bulk shipment) or weight scale (container shipment) method in seller’s option and such weight shall be final and binding on both parties. The Seller and/or the Producer has the right to be present at these operations by a surveyor or representative, acting in name and on behalf of the Seller and/or the Producer at its own expense. The sample lot size shall be approximately 500 wmt and each lot shall form a separate and complete delivery for the purposes of settlement of weight and moisture content. Representative samples shall be taken from each lot with the following distribution:

-2 sets for Buyer -2 sets for Seller -2 sets for supplier

-2 sets to be kept by CIQ/CCIC in reserve for umpire purpose.

-2 sets to be held by Seller’s representative in reserve for umpire purpose.

All samples shall be sealed and signed jointly by CIQ/CCIC and Seller’s representative. 9. ASSAYING:

9.A.1 Assays for zinc shall be made independently by Buyer and Seller, on a lot by lot basis, from

samples taken at the above operations. These results shall be exchanged in the normal commercial manner latest 45 days from date of the weighing/sampling/moisture report. Should the difference between Buyer's and Seller’s results be not more than:

Zinc: 0.50 % (zero point five percent)

then the exact mean of the results shall be taken as the agreed assays for final settlement.

9.A.2 If differences exceed the splitting limits, either party may request an umpire chosen by

mutual agreement, from:

Laboratory Services International BV Geyssendorfferweg 54 3088 GK Rotterdam Netherlands

Or

A.H. Knight International Ltd. Eccleston Grange

Prescot Road, St. Helens

Merseyside WA10 3BQ, England Alex Stewart (Assayers) Ltd. Caddick Road

Knowsley Industrial Estate Knowsley, Merseyside

Should the umpire assay fall between the results of the two parties hereto, the arithmetical mean of the umpire assay and the assay of the party which is nearer to the umpire assay shall be taken as the final assay.

Should the umpire assay coincide exactly with the results of either party hereto, then the umpire assay shall be accepted by both parties as the final assay.

Should the umpire assay fall outside the results of the two parties hereto, the umpire assay shall be taken as the final assay.

The cost of the umpire shall be paid by the party whose assay is further from the umpire, except when the umpire assay is the exact mean of the parties' assays in which event the cost shall be shared equally by both parties.

10. SUSPENSION OF QUOTATIONS:

Should any quotation referred to in this contract cease to be published or cease to be

representative, Buyer and Seller shall negotiate in good faith to establish a mutually acceptable pricing method.

11. TITLE AND RISK:

Title shall pass from Seller to Buyer upon Seller's receipt of the provisional payment(s). Risk shall pass from Seller to Buyer upon delivery of material over ship’s rail at load port.

12.

INSURANCE:

Seller shall be responsible for providing original certificate of insurance issued by First Class Western Insurance Company for 110% of the provisional CIF invoice value in US Dollars covering:

? Institute Commodity Trade Clauses (A) ? Institute War Clauses

? Institute Strikes, Riots and Civil Commotion Clauses (Institute SR&CC clauses)

? Risk of fire or heating of the cargo even when caused by inherent vice or spontaneous

combustion

? Institute Radioactive Contamination Exclusion Clause

Such insurance shall be adjusted to 110% of the final value of the concentrate in accordance with the contract and shall be in effect from the passing of risk at the port of loading through to discharge port. Claims shall be payable in US Dollars in the country of Buyer’s domicile.

Notwithstanding the above, it is Buyer's responsibility for properly filing the insurance claim in accordance with the terms and conditions of insurer's coverage. Seller agrees that it will co-operate and assist the Buyer to the best of its ability in proceeding settlement of any loss or damage with an insurance company.

13.

SHIP LOST AND DAMAGE CLAUSE:

13.A.1 In the event that the complete cargo is lost or no part thereof shall arrive in good condition,

final payment shall be made in accordance with the terms and conditions contained herein. Cargo shall be deemed to have arrived 30 days after onboard date of Bill of Lading. Bill of Lading weight, along with moisture and assays determined at the time of loading, will be the basis for final settlement.

13.A.2 In the event that part of the cargo is lost, final payment shall be made in accordance with the

terms and conditions contained herein. Net dry weight shall be based upon the Bill of Lading weight less moisture to be determined at the time of loading. Assays shall be determined from the samples taken from that portion of the cargo which has safely arrived in good condition and shall be the basis for final settlement.

13.A.3 In the event the damage shall not have altered the weight of the damaged portion, final

payment for the Material damaged shall be made on the basis of final weight in accordance with Clause 8 and 9 herein, and assays and prices as determined for the part of the cargo which has been safely delivered in accordance with terms and conditions contained herein.

13.A.4 In the event that part of the cargo is lost or the weight is altered by damage, final payment

for the material lost or damaged shall be made on the basis of the Bill of Lading weight adjusted for moisture on the safely delivered and unaltered portion, and assays and prices as determined for the part of the cargo which has been safely delivered and without damage in accordance with the terms and conditions contained herein. NOTICES:

All notices shall be made to the addresses of the parties set forth below or such subsequent address as any party may subsequently advise the other party in writing:

Seller: Telephone: Facsimile:

14.

Buyer:

Telephone: Facsimile:

15.

FORCE MAJEURE:

If the performance of any obligation (other than the obligation to pay for material) by any party to this Contract is hindered or prevented by reason of any of the following events, beyond the control of the parties:

Act of God, strike, fire, lockout, flood, war, insurrection, mob violence, combination of workmen,

interference of Unions or Government, suspension of labour, accident, lack of transportation or delay en route or of any other cause whatsoever beyond the reasonable control of Buyer or Seller; this shall be hereinafter referred to as Force Majeure. Such notice shall set forth in reasonable detail the nature of the Force Majeure and the best estimate by the party claiming Force Majeure of the duration thereof. The party so affected shall not be liable to the other for damages on account thereof. Except by written agreement from Seller, this Clause shall not apply if vessel space is booked, loading of the material has commenced, the Quotational Period is running or any pricing has been done.

Any event of Force Majeure so preventing or delaying the performance of any such obligation (other than the obligation to pay for material) shall entitle the party affected to suspend such performance during the time and to the extent of the Force Majeure, provided that the party affected shall inform the other promptly in writing or facsimile.

If the circumstances giving rise to a Force Majeure declaration continues for more than 60 consecutive days, the party not declaring Force Majeure shall have the right to renounce any further fulfilment of its obligations hereunder, with the exception of obligations which shall have accrued hereunder between Buyer and Seller. LIQUIDATION:

16.

Without limiting any other rights that may be available to the liquidating party (as hereinafter defined), in the event that Buyer/Seller fails to make payment when due of any amount payable to Seller/Buyer under this contract or any other contract outstanding between Seller and Buyer or in the event that a party here to (the defaulting party) is the subject of a bankruptcy, insolvency or other similar proceedings or fails to pay its debts generally as they become due, the other party hereto (the liquidating party) shall have the right, exercisable in its sole discretion and at any time , to liquidate this and any or all other contracts then outstanding between the parties (whether the liquidating party is the Seller or Buyer hereunder) by declaring any or all such contracts terminated (whereupon they shall become automatically terminated, except for obligation to effect payment), calculating the difference, if any between the price specified therein, and the market price for the relevant commodity (as determined by the liquidating party in a commercially reasonable manner at a time or times reasonably determined by the liquidating party), and aggregating or netting such market damages to a single liquidated settlement payment that will be due and payable upon demand therefore

17.

LIABILITIES:

In no event shall Seller or Buyer be liable for indirect or consequential damages or for specific performance.

WARRANTIES:

Except for the warranty of the title no conditions or warranties express or implied, of merchantability, fitness or suitability of the material, for any particular purpose or otherwise, are made by Seller other than the material conforms, within any tolerances stated, to the description stated herein.

ASSIGNMENT:

Neither Seller nor Buyer 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. However Seller shall have the right to assign to its designated financing bank its rights to the proceeds of the sales price payable hereunder. Upon the giving of written notice to the Buyer, Buyer shall confirm to the Seller’s designated financing bank its acknowledgement and agreement to such assignment.

CHOICE OF LAW:

The construction, validity and performance of the agreement shall be governed by English Law to the exclusion of any other law which may be imputed in accordance with Choice of Law Rules applicable in any jurisdiction.

th

The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11 April 1980, shall not apply to this transaction.

ARBITRATION:

Any dispute arising out of or in connection with this agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of conciliation and arbitration of the London Court of International Arbitration, which rules are deemed by to be incorporated by reference into this section. The tribunal shall consist of one arbitrator. The place of arbitration shall be London. The language of arbitration shall be English. The arbitrator shall give a written record of the award and the reasons therefore. The arbitration result shall be final and binding upon both parties and the arbitration fees shall be borne by the losing party.

DEFINITIONS:

The following terms shall have the following meanings when used in this Contract: a) Wet metric ton or wmt means 2,204.62 pounds avoirdupois, natural state. b) Dry metric ton or dmt means 2,204.62 pounds avoirdupois, dry state. c) Dollars and Cents means the lawful currency of the United States of America. d) A Troy Ounce equals 31.1035 grams. e) A Gram equals 1/1000 of a kilogram. f) A Calendar month refers to a named month in the Gregorian calendar. g) A full calendar week refers to the calendar days Monday to and including Friday. h) A business day refers to any calendar day Monday to and including Friday, which is not a

legal and recognised holiday.

i) Metal Bulletin refers to the publication known as \BULLETIN\which is published

twice a week in London by Metal Bulletin Journal, Ltd.

18.

19.

20.

21.

22.

j) k)

Date of Arrival shall be the date on which the master of the vessel tenders Notice of Readiness, which date is stated on the Statement of Facts prepared at the Port of Discharge and countersigned by Seller or Seller’s representative Normal Office Hours means 8:00 - 17:00 on Monday through Friday.

23. WAIVER:

No party shall be deemed to have waived any right, power or privilege under this agreement unless such waiver is in writing and duly executed by it. No failure or delay in exercising any right hereunder shall be deemed a waiver thereof by any party. No exercise or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or of any other right, power or privilege.

24. TAXES, DUTIES, CHARGES AND COMMISSIONS:

If applicable, all duties, taxes, charges and commissions levied or assessed in the country of origin on the material and/or freight shall be for Seller's account; and all similar levies or assessments in the country of destination shall be for Buyer's account. 25. 26.

LICENCE CLAUSE:

Buyer guarantees the timely issuance of any import licences or permits if required.

OFF-SET CLAUSE:

Seller shall be entitled but not obliged, at any time or times, with or without notice to the Buyer, to set off any liability, if admitted by Seller, of Seller to the Buyer against any liability, as determined in a commercially reasonable manner by Seller, of the Buyer to Seller (in either case howsoever arising, under whatever contract between the parties and whether any such liability of the Buyer is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and Seller may for such purpose convert or exchange any currency. Any exercise by Seller of its rights under this clause shall be without prejudice to any other rights or remedies available to Seller under this agreement or otherwise. ENTIRE AGREEMENT:

Notwithstanding anything contained in any other agreement to the contrary this contract No. S.08.ZNCN.MT31468contains the entire agreement between the parties with respect to the subject matter hereof and all representations relating thereto are merged herein.

27.

尽管包含在其他任何相反的协议，本合同s.08.zncn.mt31468号包含整个当事人之间的协议，就此事和所有陈述有关合并此处。

28. OTHER TERMS: Where not in contradiction to the above, Incoterms 2000 plus latest amendments to apply. This deal is to be kept strictly private and confidential.

Please note your response to this contract is required in writing (fax acceptable) to:

I TRADING AG / Switzerland Telephone: Facsimile: Attention:

For any operational/traffic queries please contact the following: TRADING AG Switzerland Telephone: Facsimile: IN WITNESS WHEREOF, the parties hereto have caused their duly authorised representatives to execute this Contract of Sale and Conditions of Sale as of June 23, 2005 TRADING AG Co., LTD By: By:

Name: Date:

Name: Date:

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