CONTOH DRAFT BAUKSIT CINA

INDONESIAN BAUXITE SALE & PURCHASE

Article 1- Agreed Bauxite Quality

The bauxite to be supplied by Seller shall comply with the following basic specification:

Al2O3                                          ：45%-47% ,rejection if < 44% ，

Total Silicon Oxide, TSiO2         :  15% to 17%, rejection if >18%

Free Moisture                               :  ........% maximum

L.O.I.                                           :  25% to 30%

Size                                              :  2mm to 100mm

Type                                             :  Tri-hydrate bauxite

           

Article 2- Agreed Free-On-Board Price of Bauxite

The price of bauxite on basic specifications as per Article 1is as below:

DMT the price is at US$.........  per Dry Metric Ton FOB ...................., Indonesia.

Article 3- Bonuses and Price Deduction for Variation in Bauxite Quality

The rate as stipulated in Article 2 above is subject to adjustment if the quality of bauxite

delivered to Buyer varies with the basic specifications. The rates for adjustment are as below:

Al2O3 between 45% and 47%, no bonus and no deduction

Al2O3 > 47%, the bonus is US$0.5/DMT for each 1% higher, pro-rata

Al2O3 < 45%, the deduction is US$0.5/DMT for each 1% lower, pro-rata

TSiO2 between 15% and 17%, no bonus and no deduction

TSiO2 <14%, the bonus is US$0.5/DMT for each 1% lower, pro-rata

TSiO2 >18%, the deduction is US$0.5/DMT for each 1% higher, pro-rata

Free Moisture < .......%, the bonus is US$0.10/DMT for each 1% lower, pro-rata

Free Moisture > ......%, the deduction is US$0.10/DMT for each 1% higher, pro-rata.

Article 4 - Delivery Terms

Delivery is to take place FOB ......... Indonesia in accordance with the provision of latest Incoterms.

Cargo ship from a reputable carrier supplied by Buyer shall drop anchor at suitable location nearest to the loading jetty at ................. The cargo ship shall be equipped with loading grabs to transfer the bauxite from barges to cargo ship.

Seller shall provide tugs and barges to trans-ship bauxite from loading jetty to alongside the cargo ship. The Buyer hereby covenant and undertake that the transfer of bauxite from barges to cargo ship using the loading grabs shall be the responsibility and duties of Buyer.

The dates of the shipments for every month shall be confirmed by both parties in written form.

The Seller should provide the shipping schedule at least 20 days ahead for every shipment so that the buyer can arrange the vessel accordingly.

The bauxite is to be loaded into ship provided and nominated by the Buyer, and accepted by the Seller in every aspect at a rate of   8,000 WMT WWD SHINC.

Demurrage shall be paid by the Seller to the Buyer at the rate as per charter party per day of 24 hours or pro rata for the time lost.

Despatch shall be paid by the Buyer to the Seller at the rate as per charter party per day of 24 hours or pro rata for the time saved.

The laytime will commence at 13:00 if Notice of Readiness is tendered in the morning before 10.00 am and commence at 8:00 in the next morning if the Notice of Readiness is tendered after 10.00 am. The laytime shall commence WIBON, WIPON, WIFPON AND WICCON.

Article 5 - Weight Determination

Each bauxite shipment shall be weighted by or on behalf of Seller at the port of loading and shall be certified by surveyor according to the draft survey of the vessel. The Surveyor shall hold license and certificate in compliance with Regulation of Trade Ministry of  Republic of Indonesia No.29/M-DAG/PER/5/2012. The weight thus weighed shall be hereinafter called “Seller’s Invoice Weight” which shall be the basis of “Invoice Final Weight” and bind Seller and Buyer as the basis of payment.

The cost of such weighing shall be for account of Seller. Buyer shall have right to be represented at Seller’s weighing at Buyer’s cost.

Each bauxite shipment shall be weighed at the port of loading and certified by Shipmaster

Weight of bauxite is calculated in accordance with the draft of the vessel taking into account the level of fuel oil, water ballast and potable water level before and after loading of bauxite onto the cargo vessel.

Weigh determined as such shall be used as basis for Seller’s provisional invoice and hereinafter called “Seller’s Invoice Weight”.

Buyer shall weigh each shipment during discharge at the port of unloading using CCIC(China Certification ＆ Inspection (Group) Co., Ltd).

Seller and buyer appoint a third party certification agency : CCIC.

The cost for engaging the third party certification agency shall be for the sole cost and account of Seller. Cost of engaging CCIC at port of discharge is at Buyer’s sole cost and expense account.

Weight of bauxite is calculated in accordance with the draft of the vessel taking into account the level of fuel oil, water ballast and potable water level before and after unloading of bauxite from the cargo vessel. Weight thus obtained is hereinafter called “Buyer’s Invoice Weight”.

“Buyer’s Invoice Weight” is deemed to be final. It shall be used for final invoice and for bonus or deduction calculation in accordance with Article 3.

Article 6 - Bauxite  Quality  Determination

Seller shall sample in each shipment during the loading and in the presence, if Buyer so wishes, of Buyer’s representative at Buyer’s cost.  The cost of Seller's sampling shall be for Seller’s account.

Seller and Buyer agree to use a surveyor holds license and certificate in compliance with Regulation of Trade Ministry of  Republic of Indonesia No.29/M-DAG/PER/5/2012 as the mutually agreed independent surveyor.

With respect to the Moisture Content Percentage, the analysis of sample taken at unloading port, which is made by independent surveyor agreed by both parties shall be final and binding both parties and no settlement specified in this Article 6 (e) shall be made.

During loading, Seller shall provide continuous bauxite sampling and laboratory analysis to record the actual quality of bauxite being loaded onto barges. Seller shall carry out bauxite analysis using its own laboratory facilities. Buyer on the other hand shall provide quality control personnel including a chemist to assist Seller in quality control during the entire mining operation.

If any party claims different opinions on the result of CCIC, the Buyer and the Seller shall agree to choose one International recognized Independent Inspection Agency to carry out Independent sampling & analysis. The result of the Agency shall be final and binding on two parties. If this analyzing result conforms to the quality requirement stipulated in this Contract, the cost of this sampling and analyzing should be borne by the claiming party. If this analyzing result does not conform to the quality requirement stipulated in this Contract, the cost of this sampling and analyzing should be borne by the non-claiming party.

Article 7 - Payment Term

Payment shall be effected by T/T (OR L/C) in accordance with the following conditions:

7.1)  The Seller shall draw down a provisional amount equivalent to 85% of the sale on production of the following documents:

(a) An invoice bearing the Seller’s signature and the contract reference number in triplicate;

(b) A Bill of Lading in 3 originals, made out to order, blank endorsed, marked ‘freight to collect’ and notifying the Buyer;

(c) A certification in 3 originals by a third party certification agency CCIC approved by the Indonesian Authority in respect of the weight and quantity stated in the Seller’s invoice;

(d) A quality analysis export certificate issued by Seller’s laboratory (and verified by Buyer’s quality control personnel at site at the initial phase of mining operation) at the port of loading. The moisture content shall be stated at the quality analysis report;
(e) The original and 2 copies of the certificate of origin issued by the Seller.

7.2)  15% balance payment
The quality and weight certificate issued by the  CCIC at the port of discharge shall be used as the basis of computation. Balance payment will be effected by the Buyer by T/T within 2 weeks after the Buyer receives the Seller’s correct Final Balance Invoice.  Should the Buyer be unable to produce the analysis results report issued by CCIC within 21 days after the vessel arrives at the port of discharge, the balance shall be computed in accordance with the quality analysis report issued at the port of loading.

In event of dispute on the quality and weight certificate issued by CCIC, then the resolution of dispute shall be in accordance with last paragraph of Article 6.

Article 8 - Notice 

Any notice request or demand required to be served by either party hereto on the other under the provisions of this Contract shall be in writing and shall be deemed to be sufficiently served:

(a)        if it is given by that party or other party’s solicitors by registered post addressed to the other party at that other party’s address herein mentioned or to that other party’s last known address or to that other party’s solicitors and it shall be deemed to have been received at the time when such registered letter would in the ordinary course of post be delivered.

(b)        if it is given by that party or that party’s solicitors and faxed and dispatched by hand to the other party or the other party’s solicitors.

All notice given under the Contract shall be in writing. The addresses for the service of notices are:

The Seller:

 Tel:

 Fax:            

E-mail:

The Buyer:

Tel:

Fax:

 E-mail:

Article 9 - Governing Law and Dispute Resolution

This Contract is governed by and construed in accordance with the Law of Hong Kong.

The parties hereto shall undertake all efforts to amicably settle any dispute arising out of or in connection with this Contract.

If there shall be any dispute or disagreement between Seller and Buyer touching and concerning this Contract or the rights and privileges granted by it and such dispute or disagreement is not resolved prior to the expiration of one month from the date on which the                    matter in dispute or the disagreement first arose such dispute or disagreement shall finally be              resolved by arbitration in Hong Kong in accordance with the Rules of Hong Kong International Arbitration Center (hereinafter called “the HKIAC”). The tribunal shall consist of three arbitrators to be appointed in accordance with the said Rules. None of the arbitrators shall be a national or resident from Indonesia, China, Hong Kong. The language of the arbitration shall be English. The party who is unsuccessful in such arbitration shall bear all costs and/or expenses in connection with such arbitration proceeding unless the tribunal directs otherwise.

Article 10 - Entire Contract

All previous documents, undertaking and agreement whether verbal, written or otherwise between the parties concerning the subject matter are hereby cancelled and shall not affect or modify this Contract.

Any modification to this Contract shall only be made with written agreement between the Parties.

For and on behalf of SELLER by its duly authorized representative:
Name:      Position:	))))	Signature : _________________
For and on behalf of  BUYER by its duly authorized representative :
Name:    Position:	))))	Signature : _________________