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”岀售，中国有限公司（“买方”寺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 Concen trates with typical assays as below锌精矿与典型分析如下Zn （锌）:45 -47% Ag （银）:68 Grs/dmtAs （砷）：0.04% Co （钻）:0.01%Cd （镉）：0.14% Cu （铜）:0.04%Cac ）（氧化钙）：0.27% Co2 （二氧化碳）:0.70%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%Fe （铁）:10% Ge （错）:0.008%For the bala nee of its compositi on, the material shall be free of con stitue nt 'deleterious eleme ntsS （硫）：30.0% Sb （锑）:0.005%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 'soption.10000（一万）干吨，±10%锌精矿，在卖方选项3. SHIPMENT （装运）：In contain ers, duri ng July 2005, subject to Seller 'receipt of fully workable Letter of Credit ope ned by Buyer in favor of Seller in accordance with the provisions of Clause 7 and also subject to suitable vessel/ccontainer 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 'accou nt.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 followi ng 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 Zi nc (锌)：Buyer shall pay 85% (eighty five perce nt) of the final zinc content, subject to mini mum deductionof 8 (eight) units, at the official LME Cash Settlement quotation for Special High Grade Zi ncas published in Metal Bullet in, averaged over the Quotati onal Period.买方应当支付内含物的85%5. A.2 No other metals shall be payable.5. B) Deducti ons:5. B.1 Treatme nt Charge ( T/C"):The Treatme nt Charge shall be U.S. Dollars245.00 (two hun dred forty five point zero zero) per dry metric tons of material flat CIF CY Fan gche ng/Beihai or Mai n Chi na port.5. B.2 No other deducti ons shall be applicable.6. QUOTATIONAL PERIOD:6. A.1 The Quotati onal Period ( QP "for zi nc shall be the average of the sec ond month followi ngthe month of shipme nt ( M+2 ", as evide need by the on board date of Bill of Ladi ng.6. A.2 Subject to receipt of fully workable Letter of Credit, Buyer shall, prior to the last LMEtradi ng day before QP starts, price the total material at any time, basis QP LME priceforzinc. The mini mum qua ntity 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 comme nceme nt of the QP, the n the pricefor that porti on 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 un pricedat any time. All valid pric ing or un pric ing orders will have to be issued in writ ingand signed. Such pricing/unpricing orders can be carried out if Letter of Credit value coversthe outsta nding value of the material at the market price of the pric ing order and the un pricing orders will be carried out only if 90% letter of Credit value covers the outsta ndingvalue of the material at the market price at the time of the un pric ing order.6. A.5 Each time material is unpriced in accordanee with Clause 6.A.4 above, Seller will been titled to earn a Commissi on of Dollars 8.00 per metric ton of material un priced or 15% of the gross unpricing profit, whichever is the greater. Seller shall remit any remaining profit,after deduct ing the Commissi on, to Buyer withi n 7 banking days after fin alisati on of thisCon tract.6. A.6 The final price of the material shall be the weighted average of each of the prices fixed asper the above provisions after taking into account any of the material, which has been un pricedand any over/u nder pric ing 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'presentation of the following shipping documents:Full set 3/3 Origi nal clea n on board Ocea n Bills of Lad ing made out to order and blanken dorsed, with no tify party to be advised timely by Buyer.Full set orig inal certificate of i nsura nee for 110% of the CIF material value.Provisi onal Weight certificate in dicati ng moisture in perce ntage, wet metric tons anddry metric ton s, issued by Seller.Provisi onal assay certificate issued by Seller.Certificate of origi n issued by Seller.Provisi onal In voice issued by Seller.Payme nt shall be secured by way of an irrevocable docume ntary Letter of Credit issued bya first Class Chinese bank nominated by Buyer to Seller and accepted by Seller andadvised through First class Europea n bank to be advised by Seller.Third party Letter of Credit acceptable, Buyer shall provide with LC opening company's in formation promptly after sig ning of the con tract.The Letter of Credit shall be opened before June 27, 2005 using pre-shipment weights, assaysand prices averaged over two full cale ndar weeks prior to Seller 'prese ntati on of calculati ons for purpose of ope ning the letter of Credit plus releva nt adjustme nt coveri ng 110%. Such Letter of Credit shall be issued in a form and substa nee acceptable to Seller and shall be payable either at sight or 90 days after on board date of bill of lad ing. The Letter of credit shall be available for n egotiati on and payme nt at the cou nters of any bank.All issu ing bank charges are for Buyer 'accou nt.All advis ing/n egotiati ng bank charges for Seller 'accou nt.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 cale ndar weeks prior to on board date of Bill of Ladi ng. If Buyer has priced the materialquantity 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, theSeller shall ask for an amendment of the Letter of Credit. If such amendment is not received with in 3 days or if LME price in crease 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 obligati on to price the material without any further no tice. Iffinal settlement in favor of Buyer, Seller shall pay the balanee 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 whenall details relating to final weight, price and quality are known, against presentation of Seller 'final in voice.The final settlement shall be the value determined in accordance with the relative clauses in this con tract regard ing weight, assays and prices, less provisi onal payme nts effected.7. A.4 For deferred payment Letter of Credit, Buyer shall pay Seller finance charges, at thepublished Finan cial Times of London three mon ths LIBOR (quoted on on board date of Bill of Ladi ng) plus 1.5%, calculated for 90 cale ndar days, basis 90% provisi onal in voice amou nt.Such charges shall be allowed for in the Letter of Credit and shall be in cluded in first provisi onal draw ing.7. A.5 If due date falls on a Saturday or New York banking holiday other tha n Mon day, payme ntshall be made on the precedi ng New York banking day. If payme nt due date falls on aSun day or Mon day bank holiday in New York, payme nt to be made on the n ext New York banking day.o8. WEIGHING, SAMPLING AND MOISTURE DETERMINATION:For the purpose of final settleme nt, weigh ing, sampli ng and moisture determ in ati on shall be carried out for the buyer ' accou nt at the port of discharge, in accorda nce with sta ndard in ter nati onal practises, performed by CIQ/CCIC. The final weight shall be determined by CIQ/CCIC, in conjunction with Seller ' representative using draft survey (bulk shipment) or weight scale (container shipme nt) method in seller 'opti on 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 itsown 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. Represe ntative samples shall be take n from each lot with the follow ing distributi on:-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 'represe ntative in reserve for umpire purpose.All samples shall be sealed and sig ned join tly by CIQ/CCIC and Seller 'represe ntative.9. ASSAYING:9.A.1 Assays for zinc shall be made in depe nden tly by Buyer and Seller, on a lot by lot basis, fromsamples taken at the above operations. These results shall be exchanged in the normal commercialmanner latest 45 days from date of the weigh in g/sampli ng/moisture report. Should the differenee betwee n Buyer's and Seller 'results be n ot more tha n:Zinc: 0.50 % (zero point five perce nt)the n the exact mean of the results shall be take n as the agreed assays for final settleme nt.9.A.2 If differences exceed the splitting limits, either party may request an umpire chosen by mutual agreement, from:Laboratory Services In ter nati onal BVGeysse ndorfferweg 543088 GK RotterdamNetherla ndsOrA.H. Kni ght In ter natio nal Ltd.Ecclest on GrangePrescot Road, St. Hele nsMerseyside WA10 3BQ, En gla ndAlex Stewart (Assayers) Ltd.Caddick RoadKno wsley In dustrial EstateKno wsley, MerseysideShould the umpire assay fall betwee n the results of the two parties hereto, the arithmetical mea n of the umpire assay and the assay of the party which is n earer to the umpire assay shall be take n as the final assay.Should the umpire assay coin cide exactly with the results of either party hereto, the n 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 take n as the final assay.The cost of the umpire shall be paid by the party whose assay is further from the umpire, except whe n the umpire assay is the exact mean of the parties' assays in which eve nt the cost shall be shared equally by both parties.10. SUSPENSION OF QUOTATIONS:Should any quotati on referred to in this con tract cease to be published or cease to be represe ntative.Buyer and Seller shall n egotiate in good faith to establish a mutually acceptable pric ing 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 'rail at load port.12. INSURANCE:Seller shall be resp on sible for providi ng orig inal certificate of in sura nee issued by First Class Wester n In sura nee Compa ny for 110% of the provisi onal CIF in voice value in US Dollars coveri ng: * In stitute Commodity Trade Clauses (A)* In stitute War Clauses* Institute Strikes, Riots and Civil Commotion Clauses (Institute SR&CC clauses)* Risk of fire or heati ng of the cargo eve n whe n caused by in here nt vice or spontan eous combusti on* In stitute Radioactive Con tam in ati on Exclusi on ClauseSuch in sura nce shall be adjusted to 110% of the final value of the concen trate in accorda nce with the con tract and shall be in effect from the pass ing of risk at the port of loadi ng through to discharge port. Claims shall be payable in US Dollars in the cou ntry of Buyer 'domicile.Notwithsta nding the above, it is Buyer's resp on sibility for properly fili ng the in sura nce claim in accorda nce with the terms and con diti ons of in surer'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 in sura nce compa ny.13. SHIP LOST AND DAMAGE CLAUSE:13.A.1 In the eve nt that the complete cargo is lost or no part thereof shall arrive in good con dition, final payme nt shall be made in accorda nce with the terms and con diti ons contained herein.Cargo shall be deemed to have arrived 30 days after on board date of Bill of Ladi ng. Bill ofLad ing weight, along with moisture and assays determ ined at the time of load ing, will be thebasis for final settleme nt.13.A.2 In the eve nt that part of the cargo is lost, final payme nt shall be made in accorda nee withtheterms and con diti ons contained here in. Net dry weight shall be based upon the Bill of Ladingweight less moisture to be determined at the time of loading. Assays shall be determined fromthe samples taken from that portion of the cargo which has safely arrived in good condition andshall be the basis for final settlement.13.A.3 In the eve nt the damage shall not have altered the weight of the damaged porti on, final paymentfor the Material damaged shall be made on the basis of final weight in accordance with Clause8 and 9 here in, and assays and prices as determ ined for the part of the cargo which has beensafely delivered in accordance with terms and conditions contained herein.13.A.4 In the eve nt that part of the cargo is lost or the weight is altered by damage, final payme ntfor the material lost or damaged shall be made on the basis of the Bill of Lading weight adjustedfor moisture on the safely delivered and unaltered portion, and assays and prices as determinedfor the part of the cargo which has been safely delivered and without damage in accorda nce withthe terms and con diti ons contained here in.14. NOTICES:All no tices shall be made to the addresses of the parties set forth below or such subseque nt address as any party may subsequently advise the other party in writing:Seller:Teleph one:Facsimile:Buyer:Teleph one:Facsimile:15. FORCE MAJEURE:If the performa nce of any obligati on (other tha n the obligati on to pay for material) by any party to thisCon tract is hin dered or preve nted by reas on of any of the followi ng eve nts, bey ond the con trol of the parties:Act of God, strike, fire, lockout, flood, war, i nsurrecti on, mob viole nce, comb in ati on of workme n, interferenee of Unions or Government, suspension of labour, accident, lack of transportation or delay en route or of any other cause whatsoever bey ond the reas on able con trol of Buyer or Seller; this shall be here in after referred to as Force Majeure. Such no tice shall set forth in reas on able 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 commeneed, the Quotational Period is running or any pricing has bee n done.Any eve nt of Force Majeure so preve nting or delay ing the performa nee of any such obligati on (other tha n the obligati on to pay for material) shall en title the party affected to suspe nd such performa nee 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 hereu nder betwee n Buyer and Seller.16. LIQUIDATION:Without limiti ng any other rights that may be available to the liquidati ng party (as here in afterdefi ned),in the eve nt that Buyer/Seller fails to make payme nt whe n due of any amou nt payable to Seller/Buyer un der this con tract or any other con tract outsta nding betwee n Seller and Buyer or in the eve nt that a party here to (the default ing party) is the subject of a ban kruptcy, in solve ncy or other similar proceed ings or fails to pay its debts gen erally 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 con tracts the n outsta nding betwee n the parties (whether the liquidati ng party is the Seller or Buyer hereu nder) by declari ng any or all such con tracts term in ated (whereup on they shall become automatically termi nated, except for obligati on to effect payme nt), calculating the differenee, if any between the price specified therein, and the market price for the releva nt commodity (as determ ined by the liquidat ing party in a commercially reas on able manner at a time or times reas on ably determ ined by the liquidat ing party), and aggregati ng or n etti ng such market damages toa single liquidated settlement payment that will be due and payable upon dema nd therefore17. LIABILITIES:In no eve nt shall Seller or Buyer be liable for in direct or eon seque ntial damages or for specific performa nee.18. 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 tha n the material con forms, within any tolera nces stated, to the descripti on stated herei n.。