Any taxes, tariffs and duties whether existing or new on the Coal or on commercial documents relating thereto or on the cargo itself, imposed in the country of origin shall be borne by the Seller.
所有在原产国收取的卖炭税项与关税，无论是原来存在的或新实行的，或者与货运有关的商业文件征税，都由卖方负责。
Any taxes, tariffs and duties whether existing or new on the Coal or on commercial documents relating thereto or on the cargo itself, imposed in the country of discharge and/or the importing country shall be borne by Buyer.
所有在卸货地收取的卖炭税项与关税，无论是原来存在的或新实行的，或者与货运有关的商业文件征税，都由买方负责。
15. LICENSES 批文
Buyer undertakes that all the necessary import licences and all other authorisations required for the Coal have been obtained (and/or will be obtained) for the entire quantity covered by this contract. Buyer furthermore guarantees that such licences will remain in force for the full life of the contract.
买方保证合同中所有进口煤炭的所有必需的进口批文和所有其他授权都已经取得（或将会取得）。买方进一步保证在合同生效期间所有的批文都是始终有效的。
No failure by the Buyer to comply with this clause shall: amount to frustration; constitute a force majeure event; or otherwise constitute justification for the non-performance by the Buyer of any obligation (or part thereof) under this contract.
买方未能遵行此条款时，不可以此为由制造不可抗力事端，造成困扰，或开脱其合同中承担的全部或部分责任。
16. ASSIGNMENT 转让
Without the prior written consent of the other party, which shall not be unreasonably withheld, neither party may assign or create a trust or otherwise transfer its rights or obligations under this contract in full or in part, except that the Seller and its assigns may without such consent assign all or a portion of their rights to receive and obtain payment under this contract in connection with securitisation or bank funding arrangements. Any such assignment will not detract from the Seller?s obligations under this contract. 没有另一方的书面同意，任何一方均不可以转让或成立委托人，或转移合同中的全部或部分权益或责任，但卖方及其委任人可以无需该同意书转让其全部或部分权益，为证券或银行资金安排有关的目的收取本合同中的货款。任何此等转让将不会削减卖方合同中应负的责任。
17. DEFAULT 缺省
If either Party (the “Defaulting Party”) (i) fails to comply with any material obligation under this contract and such failure remains uncured for 3 (three) Business Days after written notice thereof; (ii) makes an assignment or arrangement for the benefit of creditors, (iii) is the subject of a petition or proceedings which has been filed/commenced under any bankruptcy or similar law for creditor protection, which is not withdrawn or dismissed within 30 (thirty) days of filing; (iv) otherwise becomes bankrupt or insolvent (however evidenced) or commits any act of bankruptcy; (vii) becomes subject to a dissolution or winding
up order or to appointment of an administrator, examiner, receiver, custodian, liquidator, trustee or other similar official, then the other Party (the “Non-Defaulting Party”) shall have the right to (a) terminate this contract upon written notice to the Defaulting Party; and/or (b) suspend performance of its obligations under this contract until such event of default is cured or the contract is terminated; and/or (c) withhold and/or offset any payments due to the Defaulting Party until such event of default is cured. 如任何一方（缺省方）（i）不能遵守本合同中任何一项实质责任而该等失误在发出书面通知后三个营业日仍然持续；（ii）为债权人的利益作出转让或安排，（iii）被债权人入禀清盘或类似诉讼，在入禀后三十日内尚未撤诉，（iv）已经破产或无力偿债或自行申请破产，（v）被申请解散或清盘，那么另一方（无缺省方）有权（a）发出书面通知终止本合同，（b）暂停履行本合同的责任直至缺省事件解决或本合同终止，及/或（c）扣留或抵消对缺省方的款项直至该缺省事件解决。
18. LIMITED WARRANTY 有限保证
The Seller gives no guarantees, conditions, warranties or representations, express or implied (whether by statute or otherwise), in relation to the quality, merchantability, fitness or suitability of the product for any particular purpose or otherwise, which extend beyond the description of the goods and any specifications contained in this contract and any such guarantees, conditions, warranties or representations which would otherwise be implied by statute (including without limitation by the Sale of Goods Act 1979) are hereby excluded.
就产品的品质、适销、合格、适用的问题，卖方不保证任何超出本合同中描述的货物与规格，无论是明示或暗示，法规订明与否。法规暗示的保证（包括货品销售法案1979）在此排除。
19. LIMITATION OF LIABILITY 有限的责任
Neither the Seller nor the Buyer shall be liable, whether in contract or in tort or otherwise, for indirect, consequential or special damages or losses of whatsoever nature, however caused.
无论卖方与买方均无需对自然造成的非直接、相应的或特殊损毁或损失负责，不管什么原因。
20. INCOTERMS 贸易术语
Insofar as not inconsistent herewith INCOTERMS 2010 (and any later amendments thereto) shall apply to this contract.
本合同应用贸易术语2010（及任何较后的修订）。
21. CHANGE OF CONTROL 控制权转换
In the event of any actual or prospective change in the organisation, control or management of the Buyer or the Seller, including without limitation, a change to the majority shareholding or privatisation or equivalent process, subject always to clause 17. DEFAULT, this contract will not be changed or in any way modified and shall continue in full force and effect.
假如卖方与买方发生实质的或预期发生控制权或管理权变化，包括主要股权变动或私有化或类似程序，参照第十七条。缺省，本合同将不会改变或有任何修正并将继续完全有效。
22. NOTICES 通知
No notice or communication with respect to this contract shall be effective unless it is given in the English language in writing and delivered or sent by facsimile or electronic mail to the other party at the address set out herein, or to such other address as each party otherwise notifies the other party.
任何通知须使用英文书写并通过传真或电邮发送至对方的下述地址方为有效，或发送至双方互相知会对方的地址。
Notices given by first class mail shall be deemed to have been delivered when received. Notices sent by facsimile or electronic mail shall be deemed to have been received upon completion of successful transmission if sent during normal office hours at the place of receipt. Any facsimile or electronic mail transmitted outside of normal office hours at the place of receipt shall be deemed to have been received on the next Business Day.
以一级邮件发送的通知被视为完全送达并被接收。以传真或电邮发送的通知，如在接收地的办公时间内成功传送亦被视为已被接收。任何以传真或电邮发送的通知，如在接收地的办公时间外传送则视为在下一个办公日被接收。
All notices, requests and other communications hereunder shall be addressed: 所有通知、请求和通讯将被发送至以下地址： If to Buyer: 买方
If to Seller: 卖方
23. SET OFF
Notwithstanding any other provision of this contract, if, at any time, Buyer and/or any of its Affiliates fails to make any payment due to Seller and/or any of its Affiliates, whether under this contract or any other contracts between the parties, Seller shall be entitled to withhold, set off or deduct any sum either under this contract or any other contracts then in force; provided that such deduction shall not exceed the aggregate value of the goods and the sums due under the contracts. Such withholdings or deduction may be applied by Seller automatically in diminution of its claims against Buyer in respect of any such failure to pay or perform any part of a contract.
24. WAIVERS
No amendment, modification or waiver of any provision of this contract or of any right, power or remedy shall be effective unless made expressly and in writing.
No waiver of any breach of any provision of this contract shall: (a) be considered to be a waiver of any subsequent or continuing breach of that provision; or (b) release, discharge or prejudice the right of the waiving party to require strict performance by the other party of any other provisions of this contract.
The granting of any time or indulgence (express or implied) by Seller in favour of Buyer, including but not limited to additional time to open a letter of credit, shall not under any circumstances constitute any variation or waiver of any right, power or remedy of any provision of this contract, whether or not such grant is made in writing.
25. SEVERABILITY
The invalidity, illegality or unenforceability of any one or more of the provisions of this contract shall in no way affect or impair the validity and enforceability of the other provisions of the contract.
26. CONFIDENTIALITY
The existence of and terms of this contract shall be held confidential by the parties save to the extent that such disclosure is made to a party?s banks, accountants, auditors, legal or other professional advisers, or as may be required by law, a competent court or a liquidator or administrator of a party, or the other party has consented in writing to such disclosure.
27. ENTIRE AGREEMENT
This contract constitutes the entire agreement between the parties and supersedes all representations and prior agreements (both oral and written) in connection with the matters which are the subject of this contract. Each party acknowledges and represents that it has not relied on or been induced to enter into this contract by any representation, warranty or undertaking other than those expressly set out in this contract. A party is not liable to the other party for a representation, warranty or undertaking of whatsoever nature that is not expressly set out in this contract.
IN WITNESS WHEREOF the parties have executed this document as of the respective dates specified below with effect from the Effective Date specified on the first page of this document.
Accepted:
_______________________________________ _______________________________________ (signed by fully authorised signatory) (signed by fully authorised signatory) Date:
Date:
