PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of this 30th day of March, 2010, by and between:
A.Alcoa Inc., a corporation incorporated in the Commonwealth of Pennsylvania, United States of
America, with a mailing address of 390 Park Avenue, New York, NY 10022, U.S.A.
(“Alcoa”); and
B.Aluminum Financing Limited, a corporation incorporated in the British Virgin Islands with a
mailing address of c/o Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin
Is lands (“Investor”); and
C.Abdullah Abunayyan Trading Corp., a corporation organized under the laws of Saudi
Arabia, whose principal place of business is at Abunayyan Headquarters Building, 8915 King Abdulaziz Road, Al Wizarat District, P.O. Box 321, Riyadh 11411, Kingdom of Saudi Arabia (“Guarantor”).
Each of Alcoa, Investor and Guarantor may be called a “Party”, or collectively, the “Parties”.
WHEREAS, Alcoa and Investor are parties to that Closing Memorandum, dated December 20, 2009 (the “Memorandum”), covering their planned establishment, formation and financing of several special purpose vehicles (the “SPVs”) which would invest in a joint venture with Saudi Arabian Mining Company (Ma’aden) (“Ma’aden”);
WHEREAS, Alcoa and Guarantor are parties to reciprocal parent guarantees, dated 20th December 2009, under which Alcoa guaranteed certain of its obligations under the Memorandum and Guarantor guaranteed certain obligations of Investor under the Memorandum (the “Guarantees”, and together
w ith the Memorandum, the “Relevant Agreements”); and
WHEREAS, due to changes in the circumstances surrounding the planned formation of the SPVs and participation in the joint venture with Ma’aden, Alcoa is willing to purchase, and Investor is willing to sell all of its right, title and interest in the planned SPVs as contemplated under the Memorandum and all arrangements contemplated thereunder, the Parties will simultaneously terminate the Relevant Agreements on the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth and the mutual benefits to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in reliance upon the aforementioned recitals of fact, the Parties, intending to be legally bound, hereby mutually agree as follows:
1.Definitions. Except as otherwise set forth in this Agreement, all capitalized terms have the
meaning given to such in the Memorandum and/or the JV Shareholders Agreement (as defined in the Memorandum).
E XECUTION V ERSION
2.Sale and Purchase. Upon payment by Alcoa (and receipt by the Investor) of the sum of Sixty
Million U.S. Dollars (USD 60,000,000) (the “Purchase Price”) in accordance with Clause 3
(Payment of Purchase Price) of this Agreement, Alcoa will acquire, and Investor will sell all right, title and interest in and to its participation in the SPVs and in the joint venture with Ma’aden, and all rights and obligations of the Parties and their Affiliates (including, without limitation, their respective parents, subsidiaries, assigns, transferees, representatives, principals, officers, directors, shareholders, partners, agents, attorneys, employees and all persons acting by, through or in
concert with them) under the Relevant Agreements (including, without limitation, the Agreed Form Note Purchase Agreements and the Agreed Form Shareholders Agreements in respect of each of the SPV Companies, the Agreed Form Parent Company Guarantee given by the Guarantor and the Agreed Form Parent Company Guarantee given by Alcoa, and all rights and obligations in respect of Royalties and Completion Guarantees) will terminate.
3.Payment of Purchase Price. The Purchase Price shall be paid, forthwith upon the execution of
this Agreement, in full and without deduction or set-off in any amount by electronic funds transfer in United States Dollars and in immediately available funds to the bank account, details of which are set out in Clause 3(b) below (the “Nominated Account”).
(a)Alcoa shall send a copy of the transfer instruction by facsimile to: Aluminum Financing
Limited, c/o Mr Mohammed A. Abunayyan, Sole Director (+966 (1) 479-3312) within four
(4) hours of issuance of the transfer instruction to its bankers.
(b)The receipt by the Investor of the full Purchase Price in the Nominated Account shall
constitute proper discharge of Alcoa’s obligation to pay the Purchase Price:
Account Name:A. Abunayyan Trading Corp.
Bank Name:A rab National Bank
P.O. Box 56921
R iyadh 11564
K ingdom of Saudi Arabia
Currency:U nited States Dollars (USD)
SWIFT Code:A RNBSARI
Account Number:6708051753360016
IBAN:S A3830406708051753360016
Page 2 of 10
E XECUTION V ERSION
(c)Payment of the Purchase Price by Alcoa shall be made free of any deduction, withholding or
retention of or for taxes, bank fees charged by Alcoa’s bankers, costs of electronic funds
transfer or any other fees or charges. For the avoidance of doubt, Investor shall be solely
responsible for beneficiary’s bank’s fees and charges and for any taxes imposed or levied by
any Saudi Arabian taxing authority and Alcoa shall be solely responsible for the sending
bank’s fees and charges and for any taxes imposed or levied by any non-Saudi Arabian taxing authority. If any such taxes are imposed or levied by any non-Saudi taxing authority, the
Investor will, at the cost and expense of Alcoa, cooperate in good faith to take such reasonable action and to provide the relevant taxing authority with such documentation as to allow the
refund of any such taxes.
4.Release. Upon payment by Alcoa (and receipt by the Investor) of the Purchase Price, except with
respect to the obligations of Alcoa, Investor and Guarantor under this Agreement, Alcoa, Investor and Guarantor each, on behalf of itself and its Affiliates and anyone claiming through them, do hereby absolutely, unconditionally and irrevocably waive, release and discharge each other (and their respective parents, subsidiaries, assigns, transferees, representatives, principals, officers, directors, shareholders, partners, agents, attorneys, employees and all persons acting by, through or in concert with them) from any and all manner or right, action, cause of action, suit, lien, damage, claim or demand of whatever kind and nature, known and unknown, accrued and not yet accrued, fixed or contingent, foreseen and unforeseen, whether in law or equity, that such Party or its
Affiliates (and their respective parents, subsidiaries, assigns, transferees, representatives,
principals, officers, directors, shareholders, partners, agents, attorneys, employees and all persons acting by, through or in concert with them) may now have or hereafter obtain relating to or arising out of the Relevant Agreements (the “Released Claims”). In connection with their waiver and relinquishments set forth in this Clause 4 (Release), Alcoa, Investor and Guarantor acknowledge that they are aware that they may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of this Agreement, but it is their intention to fully, finally and forever settle and release all of the disputes and
differences known or unknown, suspected or unsuspected, which do not exist, may exist in the future or have ever existed with one another, and as such agree that this Agreement and its terms, including the releases, waivers and discharges contained herein, shall be and remain effective in all respects notwithstanding such additional or different facts or the discovery thereof, provided that this clause does not limit the liability of a Party in respect of fraudulent misrepresentation or wilful misconduct. For the avoidance of doubt, the waiver, release and discharge contained in this Clause
4 (Release) does not waive, release or discharge claims for indemnification under this Agreement
or for breach of this Agreement by a Party.
5.Agreement not to Sue. Upon payment by Alcoa (and receipt by the Investor) of the Purchase
Price, each Party, on behalf of itself and its respective Affiliates, parents, subsidiaries, assigns, transferees, representatives, principals, officers, directors,
Page 3 of 10
E XECUTION V ERSION
shareholders, partners, agents, attorneys, employees and all persons acting by, through or in
concert with them, agrees not to file or cause to be filed against the other Party and/or its respective Affiliates, parents, subsidiaries, assigns, transferees, representatives, principals, officers, directors, shareholders, partners, agents, attorneys, employees and all persons acting by, through or in
concert with them before any board, arbitrator, any court of law or any administrative agency within the Kingdom of Saudi Arabia, the United Kingdom, the United States or elsewhere, any charge, complaint or action arising out of or relating to any of the Released Claims. Each Party shall indemnify the other Party and its respective Affiliates, parents, subsidiaries, assigns,
transferees, representatives, principals, officers, directors, shareholders, partners, agents, attorneys, employees and all persons acting by, through or in concert with them, against all costs and
damages (including legal expenses) incurred in any future actions, claims or proceedings which are brought in breach of this Clause 5 (Agreement not to Sue).
6.Confidentiality. Without prejudice to the Parties’ rights and obligations under Clause 8
(Announcements) of this Agreement, each Party will:
(a)ensure that any confidential information regarding the Project or any other Party which it
learned in the course of negotiations for, or carrying out of the Relevant Agreements or this
Agreement, is treated by it in strict confidence;
(b)only disclose such information to its directors, officers, employees, professional advisers or
consultants, or to any bank or financial institution from whom the Party is seeking finance, to the extent that such disclosure is necessary;
(c)not make use of such information for purposes other than the implementation of the Parties’
obligations hereunder unless such information: (i) is known to such Party prior to learning of it from the other; (ii) is obtained by such Party from a source other than the disclosing Party,
which source (A) did not require such Party to hold such secrets or information in confidence and (B) did not l imit or restrict such Party’s use thereof; (iii) becomes public knowledge other than through the fault of such Party; (iv) is required to be disclosed by any competent legal or regulatory authority; (v) is required to be disclosed by any internationally recognized stock
exchange, provided that in any such case the disclosing Party shall provide prompt written
notice to the other Party prior to making such disclosure and provide details of the proposed
form, nature and purpose of such disclosure so that the other Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this clause; (vi) is
independently developed by such Party; (vii) is permitted to be used or disclosed pursuant to
the terms of a separate agreement between the disclosing Party and the other Party, in which
case such use or disclosure shall be governed by the terms of the relevant agreement; or
(viii) is used, only insofar as is necessary, to implement and enforce any of the terms of this
Agreement; and
Page 4 of 10
E XECUTION V ERSION
(d)impose on its professional advisers or consultants, or any bank or financial institution from
whom the Party is seeking finance, an equivalent obligation of confidentiality and shall obtain an undertaking of strict confidentiality from such professional advisers or consultants, or
financial institution from whom the Party is seeking finance, on the terms set out in this
Section 6.
7.Mutual Representations and Warranties. Each Party represents and warrants to the other that:
(a)it has the power and authority to execute, deliver and perform this Agreement (including as to
any obligation to procure the performance of any Affiliate), and all necessary corporate and
other action has been taken to authorize the execution, delivery and performance of this
Agreement;
(b)its officers or directors have the power and authority to act on its behalf in entering into this
Agreement;
(c)this Agreement has been duly executed and constitutes a valid, legal and binding obligation of
such party enforceable in accordance with its terms;
(d)no part of the Purchase Price received under this Agreement will be paid, directly or indirectly,
to a government official for the purpose of: (i) influencing any act or decision of a government official in its official capacity, including the failure to perform an official function, in order to assist itself or any other person in obtaining or retaining business, or directing business to any third party; (ii) securing an improper advantage; (iii) inducing a government official to use its influence to affect or influence any act or decision of a governmental authority in order to
assist itself or any other person in obtaining or retaining business, or directing business to any third party; or (iv) providing an unlawful personal gain or benefit, of financial or other value, to a government official; and
(e)no consent, authorisation, license, permit, registration or approval of, or exemption or other
action by, any governmental authority or any other person is required in connection with its
execution, delivery and performance of this Agreement, or if any such consent is required, it
has satisfied the applicable requirements.
8.Announcements. Any governmental filing (including United States Securities and Exchange
Commission Form 8-K, Form 10-K and Form 10-Q), news release, public announcement or media announcement proposed to be released by a Party in connection with this Agreement (collectively, “Announcements”), whether directly or indirectly, shall be subject to the prior written consent of the other Parties, which consent shall not be unreasonably withheld. No Announcement shall be made unless it is in the form approved by the Parties in writing. A copy of Alcoa’s Form 8-K concerning this Agreement and the Amendment of the JV Shareholders Agreemen t with Ma’aden has been approved by Investor and Guarantor. The Parties agree not to communicate with third parties in a
Page 5 of 10
E XECUTION V ERSION
manner inconsistent with, or in a manner that discloses additional information of substance to, the agreed Announcements, the intention being that the spirit and meaning of the message conveyed by the agreed Announcements will be faithfully conveyed. For the avoidance of doubt, any
Announcement made pursuant to a mandatory filing requirement or other mandatory requirement shall be subject to the terms of this Clause 8 (Announcements) and shall in no event be construed as an exception to the requirement for prior approval from the other Parties.
9.Proper Law. This Agreement, the relationship of the Parties connected with it and any dispute
arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, interpreted and enforced in accordance with the laws of England and Wales without giving effect to principles of conflicts of law.
10.Jurisdiction.
(a)All disputes arising out of or in connection with the Agreement shall be, if requested by any
Party, referred to and finally settled by arbitration under the Rules of London Court of
International Arbitration as amended or substituted from time to time (the “LCIA Rules”),
which LCIA Rules are deemed to be incorporated into this Agreement. Arbitration shall be the exclusive method for resolution of the dispute and the determination of the arbitrators shall be final and binding. The Parties agree that they will give conclusive effect to the arbitrators’
determination and award and that judgment thereon may be entered and enforced by any court of appropriate jurisdiction. The tribunal shall consist of three (3) arbitrators, one of whom shall be appointed by Alcoa, the second of whom shall be appointed jointly by the Investor and the Guarantor and the third of whom, who shall act as chairman, shall be jointly nominated by the two arbitrators nominated by the Parties. Failing agreement as to the identity of the third
arbitrator within five (5) business days of the two arbitrators nominated by the Parties being
required to do so by the Parties, such third arbitrator shall be nominated by the London Court
of International Arbitration in accordance with the LCIA Rules. The place of arbitration shall
be London, England. The language to be used in the arbitration shall be English, and any
documents or portions of them presented at such arbitration in a language other than English
shall be accompanied by an English translation thereof. The arbitrators shall decide such
dispute in accordance with the substantive laws of England applicable hereto.
(b)It is expressly agreed that the right to appeal on a point of law to the High Court of England
and Wales or to apply to such court for the determination of a preliminary point of law is
excluded. The parties to the arbitration may, however, make an application to any court having jurisdiction for interim relief, for registration of the award, for judgment on the award to be
entered and/or for enforcement of the award, including enforcement of any award granting
interlocutory relief, against
Page 6 of 10
E XECUTION V ERSION
another party to the arbitration, and for the obtaining of evidence (whether by discovery of documents, interrogatories, affidavits or testimony of witnesses or whatever) which the
arbitrator directs shall be admitted in the actual proceedings.
(c)It is the Parties’ mutual and express intent that this arbitration provision be interpreted broadly
to cover any and all disputes between them arising out of or in relation to this Agreement or its performance, negotiation, or termination, whether the dispute is contractual, quasi-contractual, under any applicable statute, tortious (including, without limitation, claims of fraud or
misrepresentation) or otherwise. If there is any ambiguity or uncertainty as to whether a
particular dispute is subject to this arbitration provision, it is to be resolved in favour of this arbitration provision applying to the dispute. The Parties expressly desire that any arbitral body or judicial body interpreting this provision give it full, broad and complete effect to the
maximum extent permitted by law.
(d)The Parties irrevocably appoint the entities listed below as their respective agents to receive on
their behalf in England or Wales service of any proceedings under this Clause 10
(Jurisdiction). Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Party) and shall be valid until such time as all other Parties have received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Party shall forthwith appoint a substitute and deliver to the other Parties the new agent’s name and address within England and Wales. The relevant agents are:
A.For Investor and Guarantor - Clyde & Co LLP of 1 Stoke Road, Guildford, Surrey GU1
4HW; and
B.For Alcoa – Pinsent Masons, 1 Park Row, Leeds LS1 5AB, United Kingdom.
(e)Each Party irrevocably consents to any process in any legal action or proceedings under Clause
10 (Jurisdiction) of this Agreement being served on it in accordance with the provisions of this
Agreement relating to service of notices. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.
(f)Each Party acknowledges, agrees and represents that the provisions contained in Clause 9
(Proper Law) and Clause 10 (Jurisdiction) with respect to governing law, arbitration, choice of venue and jurisdiction, as well as the remaining provisions of this Agreement, have been
negotiated and entered into voluntarily after consultation by each Party with its legal counsel and with a full understanding of the business and legal consequences of such provisions and this Agreement.
Page 7 of 10
E XECUTION V ERSION
11.General Provisions.
(a)All notices, communications and demands of any kind which a Party may be required or desire
to serve upon another Party under the terms of this Agreement shall be in writing and shall be deemed to have been effectively given if served by personal service or a recognised courier
service (e.g., DHL, Federal Express) at the address of the Party indicated in Clause 10(d)
above or at such other address as may be designated by the Party by a notice to the other given in conformity with this Agreement, with copies to all other Parties. Notices shall be deemed
delivered, in the case of personal service, upon delivery and in the case of courier, the
recipient’s first clear Business Day at least four (4) complete calendar days after delivery to the courier. Notices may be delivered by confirmed facsimile and shall be deemed delivered on the recipient’s first clear Business Day following the date of transmission, provided that
confirmation of successful transmission is available and received.
(b)This Agreement constitutes the entire agreement between the Parties and supersedes any
arrangements, understanding or previous agreement between them relating to the subject
matter they cover. Each Party acknowledges that, in entering into this Agreement, it does not
rely on, and shall have no remedy in respect of, any statement, representation, assurance or
warranty of any person, including in equity, contract or tort, under the Misrepresentation Act
1967, or in any other way, other than as expressly set out in this Agreement. This clause does not affect a Party’s liability in respect of fraudulent misrepresentation or wilful misconduct.
(c)This Agreement is binding on the Parties and their respective successors and assigns. None of
the Parties may assign this Agreement or any of its rights and obligations under it, except with the prior written consent of the other Parties.
(d)The Parties do not intend that any term of this Agreement should be enforceable by any third
party as provided by the Contracts (Rights of Third Parties) Act 1999 except that where rights or indemnities are granted in favour of the Parties’ Affiliates, agents, officers or employees
such persons shall be able to rely upon and enforce them.
(e)Any variation or modification of this Agreement shall be in writing and signed by or on behalf
of all Parties. A waiver of any right under this Agreement is only effective if it is in writing
and it applies only to the person to whom the waiver is addressed and the circumstances for
which it is given. A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
Page 8 of 10
E XECUTION V ERSION
(f)Except as provided in this Agreement, all costs in connection with the negotiation, preparation,
execution and performance of this Agreement shall be borne by the Party that incurred the
costs.
(g)The Parties to this Agreement are not in partnership with each other and there is no
relationship of principal and agent between them.
(h)This Agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each Party had signed the same document.
(i)This Agreement is entered into in connection with changed circumstances and in the light of
other considerations. It is not, and shall not be represented or construed by the Parties as, an
admission of liability or wrongdoing on the part of any Party to this Agreement or any other
person or entity and accordingly, this Agreement and its terms and provisions are made and
agreed without any admissions by the Parties of liability, obligation or fact of any nature or
kind whatsoever save as set out expressly in this Agreement.
Page 9 of 10
E XECUTION V ERSION
(j)This Agreement shall become effective upon either (i) each Party duly and validly executing the same original of this Agreement, or (ii) each Party delivering to the other Parties a
facsimile counterpart of this Agreement duly and validly executed in a form binding upon it
together with a valid international courier tracking number for the shipment containing the
fully signed original counterpart, subject to payment being paid in accordance with Clauses 2 (Sale and Purchase) and 3 (Payment of Purchase Price).
AS WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED AS A DEED:
合同编号： 签订地点：买卖合同 （买方） 买方： 卖方：
签署日期：200 年月日 合同一般条款 买卖双方依据《中华人民共和国合同法》在相互理解、互惠互利、平等协商的基础上协商制订本合同，双方同意恪守以下条款： 1定义 本合同中的下列术语应解释为： 1.1合同：系指买卖双方签署的、合同格式中载明的买卖双方所达成的协议，即双方签订的合 同文本，包括与合同有关的所有附件、附录、补充协议、确认文件以及其它与本合同履行 相关并由双方确认的书面材料。 1.2合同价：系指根据合同约定，卖方在完全履行合同义务后买方应付给卖方的价格。 1.3货物：系指卖方根据合同约定须向买方提供的一切设备、机械、仪表、备件，包括工具、 手册等其它相关资料。“货物”在本合同及相关附件中亦被称为“设备”、“产品”、“商 品”、“机器”。 1.4服务：系指根据合同约定卖方承担与供货有关的辅助服务，如运输、保险及安装、调试、 提供技术援助、培训和其他类似的服务。 1.5现场：系指合同约定或买方指定的货物将要交付、运至和安装的地点。 1.6验收：系指合同双方依据强制性的国家技术质量规范和合同约定，确认合同项下的货物符 合合同规定的活动。 2技术规范 2.1提交货物的技术规范应与技术规范附件(如果有的话)及卖方报价文件的技术规范偏差表 (如果被买方接受的话)相一致。若技术规范中无相应说明，则以国家有关部门最新颁布的 相应标准及规范为准。 3知识产权及保密 3.1卖方应保证买方在使用该货物或其任何一部分时不受第三方提出的侵犯专利权、著作权、 商标权和工业设计权等合法权利的起诉。如果任何第三方提出侵权指控，卖方须与第三方 交涉并承担由此发生的一切责任、费用和经济赔偿。 3.2一方的商业秘密（包括但不限于业务经营信息、内部管理方法、内部规章制度以及其他与 企业经营相关的信息），相对方应当负有保密义务。未经对方书面许可，不得向任何第三 方透露，不得将前述信息用于任何商业目的。 3.3任何一方的保密责任不因本合同的履行完毕或终止而消灭。 4包装要求
Purchase Contract 合同編號(Contract No.): ___________ 簽訂日期 (Date) : ＿＿＿＿＿＿＿＿＿＿ _ 簽訂地點 (Signed at) : ＿＿＿＿＿＿＿ __ 買方： The Buyer: 地址： Address: 電話 (Tel): 傳真(Fax): 電子郵箱 (E-mail): 賣方： The Seller: 地址： Address: 電話 (Tel): 傳真(Fax): 電子郵箱 (E-mail): 買賣雙方同意按照下列條款簽訂本合同： The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below: 1. 貨物名稱、規格和品質( Name, Specifications and Quality of Commodity )： 2. 數量( Quantity )：允許＿＿＿＿的溢短裝(＿＿＿ % more or less allowed ) 3. 單價( Unit Price )：
4. 總值( Total Amount )： 5. 交貨條件 (Terms of Delivery):FOB/CFR/CIF ＿＿＿＿＿＿＿ 6. 原產地國與製造商 (Country of Origin and Manufacturers): 7. 包裝及標準( Packing )：貨物應具有防潮、防銹蝕、防震並適合於遠洋運輸的包裝，由於貨物包裝不良而造成的貨物殘損、滅失應由賣方負責。賣方應在每個包裝箱上用不褪色的顏色標明尺碼、包裝箱號碼、毛重、淨重及“此端向上”、“防潮”、“小心輕放”等標記。 The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as "Do not stack up side down", "Keep away from moisture", "Handle with care" shall be stenciled on the surface of each package with fadeless pigment. 8. 嘜頭( Shipping Marks )： 9. 裝運期限( Time of Shipment )： 10. 裝運口岸( Port of Loading )： 11. 目的口岸( Port of Destination )： 12. 保險( Insurance )： 由＿＿＿＿按發票金額 110%投保＿＿＿＿＿險和＿＿＿＿＿附加險。 Insurance shall be covered by the ________ for 110%o f the invoice value against _______ Risks and _________ Additional Risks. 13. 付款條件( Terms of Payment )： (1) 信用證方式：買方應在裝運期前 / 合同生效後＿＿日，開出以賣方為受益人的不可撤銷的議付信用證，信用證在裝船完畢後＿＿日內到期。
编号： 买卖合同（英文版） 甲方： 乙方： 签订日期：年月日
合同签订注意事项 一、甲乙双方应保证向对方提供的与履行合同有关的各项信息真实、有效。 二、甲乙双方签订本合同书时，凡需要双方协商约定的内容，经双 方协商一致后填写在相应的空格内。 三、签订本合同书时，甲方应加盖公章；法定代表人或主要负责人应本人签字或盖章；乙方应加盖公章；法定代表人或主要负责人应本人 签字或盖章。 四、甲乙双方约定的其他内容，合同的变更等内容在本合同内填写不下时，可另附纸。 五、本合同应使钢笔或签字笔填写，字迹清楚，文字简练、准确，不得涂改。 关键词：英文版;买卖合同
CONTRACT Contract No.： The Buyers： The Sellers： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the u nder-mentioned goods subject to the terms and conditions as stipulated herei nafter： (1)Name of Commodity： (2) Quantity： (3) Unit price： (4)Total Value： (5) Packing： (6) Country of Origin ： (7) Terms of Payment： (8) insurance： (9) Time of Shipment： (10) Port of Lading： (11) Port of Destination： (12)Claims：
编号：_______________本资料为word版本，可以直接编辑和打印，感谢您的下载 采购合同中英文对照模板 甲方：___________________ 乙方：___________________ 日期：___________________
采购合同 Buyer: 买方： Seller : 卖方: Agreement Signed Date: 签约日期:
Purchase Agreement 采购合同 This Deed of Agreement is made and executed on 英文日期 此协议由下列双方于2017年月日签订 买方名，hereinafter called the "Buyer" 买方名，以下简称买方。 AND 卖方名(the “selle r ”). 卖方名以下简称卖方。 Now both of the above mentioned parties are signing this Deed of Agreement considering the below mentioned points，terms and conditions. 双方根据下列条款、条件签订此协议： 1. 供货明细Supply Description 1.1实际的供货明细表 1.2 D uring the duration of the agreement, the unit price is fixed; if the seller raises unit price, buyer has the right to terminate the agreement. 合同有效期内，单价保持不变。若合同执行期间，卖方上调价格，买方有权终止协议。 2. Quantity 数量 The quantity mentioned above just for reference, the quantity shall be determined by the actual quantity. 订单数量是参考数量，以双方实际验收数量为准。
买方合同编号：物资买卖合同 买方（甲方）： 卖方（乙方）： 买方合同编号： 卖方合同编号： 签订日期： 签订地点：
买方合同编号：根据《中华人民共和国合同法》及有关法律、法规规定，（买方）与（卖方）经友好协商，同意按本合同条款签署并 履行本产品采购合同项下所有货物及服务买卖。双方共同信守执行。 第一条、双方责任 1.1 卖方按合同约定向买方提供符合要求的货物和服务。 1.2 买方按合同约定向卖方支付合同价款。 1.3 未经买方同意，卖方不得将本合同项下的债权（合同价款及其他 权利）转让给任何第三方。 第二条、供货一览表 详见“附件 1《供货一览表》”，货物的技术指标详见“附件 2《技术参 数一览表》”。 第三条、合同价格和付款方式 3.1 本合同总价为人民币大写：元整（小写￥元），分预付款、发货款、到货款、投运款和质保金五次支付，支付比例为 3:0:0:6.5:0.5 。合同单价及总价构成详见本合同“附件1《供货一览表》”。 3.1.1 预付款：买方在本合同生效后 5 个工作日内支付预付款（境外支付的，延长 30 个工作日）。合同预付款为零的，不办理相关手续。 3.1.2 发货款：买方在本合同约定的交货期前 3 个工作日内或具备交货 条件时（二者以后到为准）支付发货款（境外支付的，延长30 个工作日）。合同发货款为零的，不办理相关手续。 3.1.3 到货款：卖方在规定的时间内将产品运到交货地点，经买方验收合格后，并将产品的增值税专用发票（金额为该合同价款的100%）、装箱清单、合格证及保修卡提供给买方，凭买方签署的《采购产品验收单》办 理到货款，买方在收到卖方完整的资料后 5 个工作日内按约定比例支付到 货款（境外支付的，延长30 个工作日）。合同到货款为零的，不办理相关 手续。因买方原因导致未在最后一批货物到达交货地点之日起15 日历天内完成到货验收，卖方则凭买方签发的最后一批合同货物到达目的地已满15日历天的证明（货运凭证）申请支付，买方应按要求办理到货款支付。 3.1.4 投运款：卖方在规定的时间内完成合同产品的安装调试，经买方验收合格后，凭买方签署的《采购产品投运单》办理投运款，买方在收到卖 方完整的资料后 5 个工作日内按约定比例支付投运款（境外支付的，延 长30 个工作日）。合同投运款为零的，不办理相关手续。因买方原因导致 未在最后一批货物到货后30 日历天内完成投运或因买方原因导致未在最后 一批货物投运后 15 日历天内完成投运验收，卖方可凭买方签署的《采购产 品验收单》申请支付，买方应按要求办理投运款支付。 3.1.5 质保金：本合同全部货物质保金期满（质保期超过 3 年时则在质
国际买卖合同范本（中英文对照版） 买方The Buyer: 地址Address Tel:Fax: 卖方The Seller: 地址：Address Tel:Fax: 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品：This Contract is made by and between the Buyers and Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below: (1)货名及规格Commodity & Specification (2)数量Qty. (3)单价Unit Price (4)总价Total Amount (5)原产公司：COUNTRY OF ORIGIN : (6)装运期限：TIME OF SHIPMENT: (7)装运口岸：PORT OF SHIPMENT： (8)到货目的地：DESTINATION： (9)保险：INSURANCE： 由卖方按合同金额110％投保一切险和战争险 All Risks and War Risk for 110% contract value to be covered by the Seller. (10)运输方式：TERM OF SHIPMENT:空运By air (11)包装：PACKING： 须用坚固的新木箱包装，适合长途空运/陆运，防湿、防潮、防震、防锈、耐粗暴搬运。由于包装不良所发生的损失，由于采用不充分或不妥善的防护措施而造成的任何锈损、破损，卖方应负担由此而产生的一切费用和损失。包装箱内应包含一整套服务操作手册。卖方使用的木质包装应经薰蒸处理，并在木质包装表面标上清晰的IPPC标识。 To be packed in new strong wooden case(s) suitable for long distance air/land transportation and well protected from dampness, moisture, shock, rust and rough handling. The Sellers shall be liable for any damage to the goods on account of improper packing and for any rust damage and break damage attributable to inadequate or improper protective measures taken by the Sellers, and in such case or cases any and all losses and / or expenses incurred in consequence thereof shall be borne by the Sellers. One full set of service and operation manuals concerned shall be enclosed in the case(s). The wood packaging the Seller used shall be fumigated and marked with “IPPC”on the surface of wood packaging. (12)唛头：SHIPPING MARK: 卖方应在每件包装上，用不褪色油墨清楚地标刷件号、尺码、毛重、净重、“此端向上”、“小心轻放”、“切勿受潮”等字样，并刷有下列唛头:
( 采购合同) 姓名：____________________ 单位：____________________ 日期：____________________ 编号：YB-BH-023681 英文采购合同模板English procurement contract template
英文采购合同模板 Contract No.:XXX Sales and Purchase ContractFOR Manganese Ore This contract is made and entered into onXX, Feb2008under terms and conditions as per the international chamber of commerce-600 (ICC UCP-600/2007 revision) by and between: The Buyer: Address: Tel: The Seller : Address: Tel: Whereby seller agrees to sell to buyer and Buyer agrees to buy from seller Manganese Ore under following the terms and conditions stipulated below:
Article 1 Commodity Concentrated manganese Ore Article 2 Specifications Concentrated Manganese Ore Size: 0-5mm (90% min) % Mn min. 40.0% % Fe max. 15.0% % Silica ( SiO2 ) max. 1.0% 可以在这输入你的名字 You Can Enter Your Name Here.
一般货物买卖合同范本 买方：____________ (下称甲方) 卖方：____________ (下称乙方) 地址：____________ 邮编：_____ 地址：____________ 邮编：_____ 电话：____________ 传真：_____电话：____________ 传真：_____ 电子邮箱：__________ 电子邮箱：__________ 甲乙双方经充分协商，本着自愿及平等互利的原则，订立本合同。 1.名称、品种、规格： ____________ (应注明产品的牌号或商标)。 2.质量，按下列第( )项执行： (1) 按照_______标准执行(须注明按国家标准或部颁或企业具体标准，如标准代号、编号和标准名称等)。 (2) 按样本，样本作为合同的附件(应注明样本封存及保管方式)。 (3) 按双方商定要求执行，具体为： _____________(应具体约定产品质量要求)。 第二条数量和计量单位、计量方法 1.数量：________ 。 2.计量单位和方法：__________。 3.交货数量的正负尾差、合理磅差和在途自然增(减)量规定及运算方法：____________。 第三条包装方式和包装品的处理： _________(应尽可能注明所采纳的包装标准是否国家或主管部门标准，自行约定包装标准应具体可行，包装材料由谁供应，包装费用的负担。)。 1.交货时刻：_______。 2.交货地点：_______。 3.运输方式：_______(注明由谁负责代办运输)。 4.保险：_______(按情形约定由谁负责投保并具体规定投保金额和投保险种)。 5.与买卖相关的单证的转移：___________。 第五条验收： 1.验收时刻：_______。 2.验收方式： ______(如采纳抽样检验，应注明抽样标准或方法和比例)。 3.验收如发生争议，由___检验机构按___检验标准和方法，对产品进行检验。
买卖合同英文范本标准版本 买卖合同英文范本标准版本 买卖合同在外貌企业中一般中英文版的，英语通用语言，方便使用。买卖合同英文范本有哪些呢?下面是的买卖合同英文范本资料，欢迎阅读。 买卖合同英文范本篇1 CONTRACT Contract No.: The Buyers: The Sellers: This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1)Name of Commodity： (2) Quantity: (3) Unit price: (4)Total Value: (5) Packing: (6) Country of Origin : (7) Terms of Payment: (8) insurance: (9) Time of Shipment: (10) Port of Lading: (11) Port of Destination: (12)Claims: Within 45 days after the arrival of the goods at the destination, should the quality, Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers shall, have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the
模板买卖合同 合同编号： 甲方（买方）： 乙方（卖方）： 纳税人识别号： 地址： 开户行： 开户账号： 纳税人规模：一般纳税人/小规模纳税人 根据《中华人民共和国合同法》等相关法律法规的规定，甲乙双方在平等自愿、互利互惠的基础上，为明确双方权利义务，经双方协商一致，特签订以下合同条款。 一、合同标的物 1、本合同标的物为建设工程用模板，由甲方向乙方购买。 3、乙方提供的模板应当符合以下标准： （1）模板周转次数为次。 （2）甲方要求符合承建工程的标准。 4、乙方向甲方提供之模板应是国家规定有相应生产资质企业所生产，且须确保其所供模板合法且未侵害其他第三人的合法权益，否则因此而造成甲方的一切损失均由乙方承担。
二、供货期限 供货期限暂定为：年月日起至________________________止 三、供货及验收 1、乙方按甲方指定的时间送货至甲方承建的工程工地，或甲方指定的地点。 2、甲方需乙方送货时，应提前_____小时预约，并将供料计划，以书面或者发送邮件方式（买方指定发送邮箱：_______________________,卖方指定接收邮箱：____________________）通知乙方，通知内容包括送货时间、数量、货物规格、输送方式和质量要求等，以便乙方安排。 3、送货方式： 4、乙方送货所发生的运输费用、送货途中发生货物损毁、灭失所产生的所有费用由乙方自行承担，甲方不予承担。乙方负责卸货。 5、乙方供货的数量、规格，应以甲方每次向乙方提供的材料单为准。 6、乙方将模板送至合同约定的地点后，甲方检验后收货，具体步骤如下： （1）货到后，乙方提供货物清单，甲方进行数量及规格型号验收。 （2）外观质量验收：_____________ _____________ _____________ （3）数量验收：甲方指定_______、_________当场清点模板数量，并签收送货单，他人签收行为对甲方一律无效，视为未收到货，责任由乙方自行承担。送（收）货单仅作为双方结算凭证，不构成对本合同条款的任何修改和变更。 （4）货物验收不合格（包括货物质量不符合合同约定、数量不符等），甲方有权要求乙方调换货物、退货，并有权追究乙方的违约责任。甲方指定人员签收送货单，不免除乙方对货款质量的保证责任。 四、货款支付 1、甲、乙双方以送货单为准每月进行对账及结算确认。甲方指定______、_______进行对账及结算确认，并经甲方盖章生效，其他人签字确认行为一律视为无效；乙方每月___日前向甲方提交经其盖章确认的上月结算单。 2、货款支付具体采用以下第种方式，甲方将货款支付至乙方合同抬头指定账户后，即视为乙方已收到货款： （1）按月支付：甲方在每月___日前向乙方支付上月____%的货款，余款在_________________支付完毕。 （2）按季度支付： （3）其他方式：
英文合同：买卖合同 这篇《英文合同范文：买卖合同》是为大家整理的，希 望对大家有所帮助。以下信息仅供参考！！！ 合同 contract 日期：合同号码： date: contract no.: 买方： (the ;buyers) 卖方： (the sellers) 兹经买卖双方同意按照以下条款由买方购进，卖方售出 以下商品： this contract is made by and between the buyers and the sellers; whereby the buyers agree to buy and the sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter: (1) 商品名称: name of commodity： (2) 数量： quantity: (3) 单价： unit price: (4) 总值：
total value: (5) 包装： packing: (6) 生产国别： country of origin : (7) 支付条款： terms of payment: (8) 保险： insurance: (9) 装运期限： time of shipment: (10) 起运港： port of lading: (11) 目的港： port of destination: (12)索赔：在货到目的口岸45天内如发现货物品质，规格和数量与合同不附，除属保险公司或船方责任外，买方有权凭中国商检出具的检验证书或有关文件向卖方索赔换货或赔款。 claims: within 45 days after the arrival of the goods at the destination, should the quality, specifications or
英文采购合同 合同范本
contract no.:xxx sales and purchase contractfor manganese ore this contract is made and entered into onxx, feb2008under terms and conditions as per the international chamber of commerce-600 (icc ucp-600/2007 revision) by and between: the buyer: address: tel: the seller : address: tel: whereby seller agrees to sell to buyer and buyer agrees to buy from seller manganese ore under following the terms and conditions stipulated below: article 1 commodity concentrated manganese ore article 2 specifications concentrated manganese ore size: 0-5mm (90% min) % mn min. 40.0%
% fe max. 15.0% % silica ( sio2 ) max. 1.0% % aluminum ( al ) max. 4.0% % s max. 0.20% % p max. 0.10% moisture max. 7% article 3 quantity: 500 mt, partial shipment not allowed. article 4 origin and port of loading 4.1 republic of abc 4.2 loading port: article 5 packing/delivery 5.1 in50 kg sack 5.2 incontainer shipment, more or less 20 tons. article 6 shipment/delivery 6.1 500mt(+/-5%)partial shipment not allowed 6.2 shipment will be 90 days after signing of this contract and after the acceptance of the letter of credit by seller’s bank. l/c will be openedafter buyerreceivingproforma invoice from sellerwith confirmation of the delivery schedule. 6.3 the buyer has the right to appoint the independent
PURCHASECONTRACT ContractNo.： Date: Signing Place: TheBuyer: Address: TEL: FAX: TheSeller Address: TEL: FAX: 1、ThisContractismadebyandbetweentheBuyerandtheSeller;whe rebytheBuyeragreeto
buyandtheSelleragreetoselltheundermentionedcommoditiestoth etermsand conditionsstipulatedbelow: 2、Country of Origin and Manufacturers： 3、Terms of DeliveryFOB/CFR/CIF＿＿＿＿＿＿＿ 4、TimeofDelivery：Withindaysafterthereceipt ofthedown payment. 5、Port of loading: 6、Port of Destination: 7、Insurance: Insurance shall be covered by thefor115% of the invoice value againstRisks andAdditional Risks. 8、Terms of Payment （1）Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable
CONTRACT CONTRACT NO. : OT-LBY-20130126 DATE: JAN 26, 2013 THE BUYER: XXXXXXXXcompany Add: XXXXXX Tel: THE SELLER: Address: XXXXXXXXXXX LIBYA Tel: XXXXXXX Fax: XXXXXX This Contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to buy and the Seller agrees to sell the under mentioned commodity according to the terms and conditions stipulated below: 1. COMMODITY: Item Description Unit Qty Price （LYD）Total Price (LYD) 1. SPARE PART OF UNIMOG EA 1 325.11 325.11 2．SPARE PART OF I / O VIBRATOR EA 1 4639.69 4639.69 3．SPARE PART OF I / O VIBRATOR EA 1 217 2.20 2172.20 4．SPARE PART OF I / O VIBRATOR EA 1 3652.08 3652.08 5．SPARE PART OF RIG EA 1 2055.92 2055.92 6．Packing, insurance and freight 0.00 Total CIF To: XXXXXX Total Value: Say: Thirty four thousand and four USD fifty two cents.. USD 12845.00 2. PACKING: To be packed in new strong wooden case(s) or in carton(s), suitable for long distance ocean/parcel post/air freight transportation and to change of climate, well protected against rough handling, moisture, rain, corrosion, shocks and anti-frozen. The Seller shall be liable for any damage and loss of the commodity and expenses incurred on account of improper packing and for any rust attributable to inadequate or improper protective measures taken by the Seller in regard to the packing. One full set service and operation instructions concerned shall be enclosed in the case(s). Shipping marks is as following: XXXXX-20130126 XXXXXXXX 3.TIME OF DELIVERY: Till 1 weeks CIF after contract signature 4. DESTINATION AND TRANSPORTATION: XXXXXXX company XXXXXXX Tel:XXXXXX Consignee:XXXXXXXXX Transportation: LAND TRANSPORT to XXXXX 5.INSURANCE:Under CIF terms, insurance shall be effected by the Seller with Buyer as the beneficiary for 110% of invoice value of the goods shipped against all risks. 6. PA YMENT:50% in advance with the order , balance by bank remittance at receipt and inspection of the spare parts 7. DOCUMENTS: (1) Bill of Lading / Airway Bill (A) In case of sea-freight: Three original clean on board ocean bills of lading marked ""Freight Prepaid ", Contract No. and shipping mark made out to consignee and blank endorsed, notifying the Buyer with typing its complete address and telephone number. (B) In case of airfreight:( N/A)
PURCHASE ORDER 采购合同 合同编号( Contract No.)：日期(Date)： 卖方(Seller)： 地址(Address): 电话(Tel)：传真(Fax)：电子邮箱(E-mail)： 买方(Buyer)： 地址(Address): 电话(Tel)：传真(Fax)： 邮箱(E-mail)： The undersigned seller and buyer have agreed to close the following transactions according to the terms and conditions set forth as below: 买卖双方经协商同意按下列条款成交： http://biz.doczj.com/doc/c25961118.html,modity, Quantity and Price: 1.1. The contract price will be calculated based on the actual shipping quantity. 结算总金额以实际发货数量计算。 1.2. The packing list should indicate the weight of a balk and the quantity of bales. 装箱单应表明规格，每包重量，数量和装箱的总重量。 1.3 As seller's parking list indicated. 以卖方的装箱单为准. 2. Shipment 装运: 2.1 The seller is responsible to load products into the container. 卖方负责装入集装箱内。
协议编号：LX-FS-A26050 英文购销合同标准范本 After Negotiation On A Certain Issue, An Agreement Is Reached And A Clause With Economic Relationship Is Concluded, So As To Protect Their Respective Legitimate Rights And Interests. 编写：_________________________ 审批：_________________________ 时间：________年_____月_____日 A4打印/ 新修订/ 完整/ 内容可编辑
英文购销合同标准范本 使用说明：本协议资料适用于经过谈判或共同协商的某个问题，在取得一致意见后并订立的具有经济或其它关系的契约条款，最终实现保障各自的合法权益的结果。资料内容可按真实状况进行条款调整，套用时请仔细阅读。 购销合同中英文范本 买方The Buyer: 地址Address Tel: Fax: 卖方The Seller: 地址：Address Tel: Fax: 本合同由买卖双方订立，根据本合同规定的条款，买方同意购买，卖方同意出售下述商品：This Contract is made by and between the Buyers and Sellers, whereby the Buyers agree to
buy and the Sellers agree to sell the under-mentioned commodity according to the terms and conditions stipulated below: (1) 货名及规格Commodity & Specification (2) 数量Qty. (3) 单价Unit Price (4) 总价Total Amount (5) 原产公司：COUNTRY OF ORIGIN : (6) 装运期限：TIME OF SHIPMENT: (7) 装运口岸：PORT OF SHIPMENT： (8) 到货目的地：DESTINATION： (9) 保险：INSURANCE： 由卖方按合同金额110%投保一切险和战争险 All Risks and War Risk for 110% contract value to be covered by the Seller.
买卖合同英文版 Contract No.： The Buyers：The Sellers： This contract is made by and between the Buyers and the Sellers; whereby the Buyers agree to buy and the Sellers agree to sell the under-mentioned goods subject to the terms and conditions as stipulated hereinafter： (1)Name of Commodity： (2)Quantity： (3)Unit price： (4)Total Value： (5)Packing： (6)Country of Origin ： (7)Terms of Payment： (8)insurance： (9)Time of Shipment： (10)Port of Lading： (11)Port of Destination： (12)Claims： Within 45 days after the arrival of the goods at the destination，should the quality，Specifications or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the owners of the vessel are liable，the Buyers shall，have the right on the strength of the inspection certificate issued by the C.C.I.C and the relative documents to claim for compensation to the Sellers (13)Force Majeure ： The sellers shall not be held responsible for the delay in shipment or non-deli-very of the goods due to Force Majeure，which might occur during