蒙古国铜精矿买卖合同（中英文 下部分）

　　ARTICLE 10 ASSAYS化验

　　10.1 Assaying for any payable metals shall follow standard practices generally adopted by the mining and smelting industry throughout the world for copper concentrates and shipment sizes contemplated by this Contract. Any assays for gold and silver shall be carried out using the fire assay method and corrected for slag, volatilization and cupellation losses.

　　任何应付金属在化验均应遵循由矿山和冶炼厂接收的世界通用的铜精矿和预计的装船大小的标准。对含金、银金属的检验需使用火试金法的方法:除渣、挥发、烤钵试金

　　10.2 For the purpose of calculating the final payment for each parcel of Material the Seller and the Buyer shall each at their own expense assay the samples taken pursuant to Article 9. Within 60 days after the sample is sealed, Buyer and Seller shall exchange the result of assays on a lot by lot basis for copper, gold and silver, by registered mail on a date to be agreed upon by the parties in advance. The same assays shall be exchanged again by facsimile the next business day. The exact mean of the assays exchanged shall be final and binding for the purposes of final payment unless the applicable splitting limits are exceeded:

　　为了计算每包货物的最终付款，买卖双方需各自自费依照条款9对样品进行化验。样品密封后60天内，买卖双方需就金、银、铜含量交换双方化验结果。同样的化验结果需在下个工作日前以传真方式再次交换。付款时，化验交换的准确方式对双方有最终约束力，除非可接受的超差超出如下:

　　10.3 If the exchanged assays are outside the splitting limits, and if agreement is not reached between Buyer and Seller within 5 working days, then an umpire assay is to be effected by an internationally known independent laboratory to be chosen by mutual agreement from the following list:

　　如果交换的化验结果在超出上述范围，且买卖双方无法达成统，则需提供份由国际知名的独立实验室出具的仲裁分析。双方达成统的可选择实验室如下:

　　10.4 If the umpire assay falls between that of the Buyer and the Seller, the average of the umpire assay and the closest assay shall be the final and binding assay for that lot. Otherwise, the middle assay shall be the final and binding assay for that lot. The cost of the umpire assay shall be for the account of the party whose assay is furthest from the umpire assay, unless the umpire assay is the exact mean of the other two assays, in which case the cost shall be shared equally by both parties.

　　如果仲裁分析结果在买方结果与卖方结果之间，那么买卖双方分析结果的平均值或最接近仲裁分析结果的数值将会做为最终分析结果并生效。否则仲裁分析结果将会做为最终分析结果并生效。除非仲裁分析结果是由买卖双方的平均值，则此时仲裁分析费用由买卖双方均滩。否则，仲裁分析费用由较仲裁分析结果相差远的方承担

　　10.5 The nomination of a commercial lab as umpire can't be accepted if that lab was appointed by either party as a weighing and sampling representative or provided party assays for exchange purpose.

　　买卖双方各自指定的称重取样代表方试验室不可做为仲裁试验室

　　10.6 The labs listed above shall be used in turn. 以上列出的化验室应当依次使用。

　　ARTICLE 11 INSURANCE 保险

　　Seller and Buyer may insure their respective risks under the Agreement in accordance with the risks borne by each Party respectively under the Agreement and applicable Incoterm.

　　在协议及其可用的国际贸易术语下，按照每方分别承担的风险，买卖双方可根据协议确保各自的风险。

　　ARTICLE 12 TITLE AND RISK所有权和风险

　　12.1Risk in the Material passes from Seller to Buyer when the Material have been loaded onto Buyer's transportation mechanism at the Place of Unloading.

　　当货物装进买方运输工具，风险将从卖方转至买方

　　12.2 Title passes from Seller to Buyer when Buyer has paid and Seller has received the provisional payment.

　　当买方已付卖方到临时付款后，货物所有权从卖方转给买方

　　ARTICLE 13 TOTAL/ PARTIAL LOSS 全部或部分损失

　　13.1 Payment in the Event of Loss or Damage

　　a) Total Loss or Damage After Passing of Risk to Buyer But Prior to Weighing and Sampling at the receiving smelter Pursuant to Clauses 8.2 and 9.1.

　　In the event of a total loss of or total damage to any shipment of Material, after the risk of loss and damage have passed to Buyer at the Place of Unloading but prior to weighing and sampling at the Receiving Smelter pursuant to Clauses 8.2 and 9.1，the final price for the shipment so lost or damaged shall be determined on the basis of: (i) the dry weight and assays as per Seller's provisional invoice as provided pursuant to Article 7, and (ii) otherwise in accordance with the terms of this Agreement. Provisional and final payments shall be made as set forth in Article 7.

　　风险转移给卖方后，如发生全部损失或损坏，且发生在冶炼厂取样称重之前(根据8.2和9.1条款)。 如果全部损失或全部损坏，在灭失风险在卸货地转移至买方后但在冶炼厂取样和称重前，此批发运货物的价值及所损失和损坏部分应由以下基础决定：(i) 根据第7条里卖方临时付款发票里的重量和品质结算;(ii)否则根据此协议，临时付款和最终付款应按第7条规定结算。

　　(b) Partial Loss or Damage After Passing of Risk to Buyer But Prior to Weighing

　　and Sampling at the Receiving Smelter pursuant to Clauses 8.2 and 9.1.In the event of a partial loss of or partial damage to any shipment of Material, after the risk of loss and damage have passed to Buyer at the Place of Unloading but prior to weighing and sampling at the Receiving Smelter pursuant to Clauses 8.2 and 9.1，the final price for such shipment delivered to the receiving smelter shall be determined on the basis of: (i) the dry weight as per Seller's provisional invoice pursuant to Article 7 and (ii) the agreed final assays determined as set forth in Article 10 from the samples taken and prepared at Receiving Smelter as set forth in Clause 9.1 from the portion of such shipment which safely and in a non-damaged condition arrived at Receiving Smelter and (iii) otherwise in accordance with the terms of this Agreement. Provisional and final payments shall be made as set forth in Article 7.

　　风险转移给卖方后，如发生部分损失或损坏，且发生在冶炼厂取样称重之前(根据8.2和9.1条款)。如果部分损失或部分损坏，在灭失风险在卸货地转移至买方后但在冶炼厂取样和称重前，此批货物的价值及货物损失和损坏部分应由以下基础决定：(i)依照条款7提供卖方临时发票货物对应的干重。(ii)根据第10条所述的从安全到达冶炼厂的非损坏部分取样的最终化验结果， (iii)否则与协议条款相应。临时付款和最终付款应当与条款7致。

　　(e) Total Loss or Damage Prior to Passing of Risk to Buyer In the event of a total damage to any shipment of Material, prior to the passing of risk of loss and damage to Buyer, no provisional or final payment shall be made by Buyer to Seller. Seller shall be deemed to have delivered the quantity of Material lost to Buyer and all other contractual obligations with regard to such shipment and quantity of Material shall be extinguished. In case provisional payment has already been effected by Buyer, Seller shall refund the full amount to Buyer within 5 working days after the date when final value is confirmed by both parties.

　　全损失或损毁发生在风险转移给买方前，不进行临时或最终付款。卖方应视为发给买方的货物及合同责任全部灭失。若临时付款己经支付，卖方应在最终货值确定后的5个工作日之内退款。

　　(f) Partial Loss or Damage Prior to Passing of Risk to Buyer. In the event of a partial loss of or partial damage to any shipment of Material, prior to the passing of risk of loss and damage to Buyer, the final price shall be determined and the final payment shall be made under the terms of this Agreement for the portion of such shipment which was safely and in a non-damaged condition delivered to the Buyer. For the purpose of provisional payment in the event described herein, Seller shall prepare a revised provisional invoice based on the weight and moisture content as determined in accordance with this Agreement. Otherwise such revised provisional invoice shall be based on the principles set forth in Article 7. Against such revised provisional invoice and other necessary documents, Buyer shall make a provisional payment to Seller equal to 95% of the amount of such revised provisional invoice on the due date set forth in Article 7. In case provisional payment as described in Clause 7.2 has already been effected by Buyer and the revised provisional invoice value is less than the original provisional invoice value then Seller shall refund the difference to Buyer within 5 working days after the date when final value is confirmed by both parties. Seller shall be deemed to have delivered the quantity of Material lost to Buyer and all other contractual obligations with regard to such shipment and quantity of Material lost shall be extinguished

　　部分损失或损毁发生在风险转移给买方之前，最终价格按照安全交付的那部分来确定，买方仅支付安全交付部分货款。用于临时付款时，卖方需准备份修改过后的临时发票，基于此协议规定的品质和重量，否则该修改发票以本协议第七条为基准。基于修改后的临时发票和其他必要文件，买方应按期支付卖方修改后的临时发票95%的金额。如果临时付款已经支付，且修改后的临时付款发票金额低于原始临时付款金额，卖方应在5个工作日之内，在最终价值经双方确认后退还。卖方应被视为已经将丢失的货物交付给了买方，同时不再承担其他相关责任。

　　13.2 Assistance in the Event of Loss or Damage

　　If any Material is lost or damaged prior to the passing of the risks of loss and damage to Buyer, Buyer shall, upon the written request by Seller, use its reasonable efforts to assist Seller in the recovery of insurance from Seller's insurers, provided that Buyer shall not be obligated to enter into any settlement or incur any financial obligation in connection therewith and Seller will reimburse Buyer for any out-of-pocket costs or expenses reasonably incurred in connection therewith.

　　If any Material is lost or damaged after the passing of the risks of loss and damage to Buyer but prior to weighing and sampling in accordance with this Agreement, Seller shall, upon the written request by Buyer, use its reasonable efforts to assist Buyer in the recovery of insurance from Buyer's insurers, provided that Seller shall not be obligated to enter into any settlement or incur any’ financial obligation in connection therewith and Buyer will reimburse Seller for any out-of-pocket costs or expenses reasonably incurred in connection therewith.

　　在货物遗失及损坏风险转移给买方前，如果有任何货物遗失或损坏，买方应依卖方书面请求，尽其最大努力协助卖方从卖方保险公司得到索赔。如果买方无义务结算或者引发其它与之相关的债务，则卖方需赔偿买方任何的现金支付开销或者与此相关的产生的合理费用。

　　在货物损坏与遗失风险转给买方之后，称重与取样之前，如果有任何货物遗失或损坏，卖方应依买方书面请求，尽其最大努力协助买方从买方保险公司得到索赔。如果卖方无义务结算或者引发其它与之相关的债务，则买方需赔偿卖方任何的现金支付开销或者与此相关的产生的合理费用。

　　ARTICLE 14TAXES AND DUTIES税收和关税

　　14.1 All taxes or duties on the Material, whether existing or new, levied in China shall be for Buyer's account.

　　货物所有的税收和关税，无论是现有的还是新的，在中国均由买方付出。

　　14.2 All taxes or duties on the Material, whether existing or new, levied in the country of origin shall be for Seller's account.

　　货物所有的税收和关税，无论是现有的还是新的，在原产国均由卖方付出。

　　ARTICLE 15 FORCE MAJEURE不可抗力

　　15.1 Force Majeure means any cause or condition beyond the control of the Party claiming force majeure, including: an act of God or the public enemy, fire, explosion, perils of the sea, flood, landslide, epidemic, earthquake, war (civil or otherwise), riot, sabotage, adverse weather conditions, or embargo;

　　不可抗力是指任何原因或条件超出了控制受不可抗力影响的方，包括:天灾或公众的敌人、火灾、爆炸、海难、洪水、滑坡、地震、战争、流行病(土建或其它)，防暴，破坏，不利天气条件，或禁运;

　　(a) any unforeseen events in connection with Mine, rail or port facilities and technical Mine problems such as inadequate cave propogation, clay ingress, rilltower failure, grinding mill shell failure, interruption to power or water supply, or mechanical breakdown;

　　任何与矿井、铁路、港口设施和矿井技术问题，相关的突发事件，如电源或水供应中断，或机械故障;

　　(b) any unforeseen events in connection with the Smelter, transport facilities, interruption to power or water supply, or mechanical breakdown that can be independently verified that significantly impacts production of Material:

　　任何可以得到独立消息来源的证实的，与冶炼、交通设施、电力和水供应中断，或机械故障相关的突发事件，显著影响材料的生产

　　(c) interruption or delay in road, rail or sea transportation, inadequacy or shortage or failure of normal sources of supply of materials or equipment, breakdowns in equipment or facilities, labour trouble arising from whatever cause;

　　公路、铁路或海运运输中断或延迟、材料或设备正常供应来源的不足或短缺，设备或设施故障、各种原因引起的劳动纠纷

　　15.2Notice of Force Majeure

　　(a) If a party is prevented in whole or in part from carrying out its obligations under this Agreement (other than an obligation to pay money) as a result of Force Majeure, it must give the other party:

　　如果某方由于不可抗力而无法履行全部或部分自己在此协议下应承担的义务(不同于现金支付义务)，它必须给予对方以下事项:

　　ARTICLE 16 MATERIAL ADVERSE CHANGES实质性不利变化

　　Should at any time the Seller determine and notify the Buyer in writing that in its reasonable opinion the Buyer and / or any of its direct and indirect shareholders are subject to a material adverse change in its business, financial condition, prospects or creditworthiness when compared to its business, financial condition, prospects or creditworthiness as at the date of this Agreement or a material adverse change in its ability to perform or comply with its obligations under this Agreement, the Buyer agrees that Seller may consider such change to be an Event of Default under this Agreement. The application of this Article shall extend to significant changes in the political, economic or regulatory situation in countries that will in the reasonable opinion of Seller materially and adversely impact the Buyer's ability to perform its obligations under this Agreement.

　　The Buyer further agrees that in the event of such notification and termination no claims, penalties or fees shall be made or maintained against the Seller save for any such claims, penalties or fees accruing to the Buyer prior to termination.

　　如果在任何时候，卖方或其直接/间接股东受制于在业务，财务状况，发展前景和信誉度方面的实质性不利变化，卖方可以书面形式通知买方其合理选择，买方同意卖方可以考虑此变化是合约下的违约行为。此条款应适用并扩展为政治，经济或常规现状的重大改变，亦作为卖方影响其履约的实质性变化。

　　买方应同意在此通知和终止情况下，不索赔、不罚款，不保留在终止前向卖方索赔或罚款的权力

　　Should at any time the Buyer determine and notify the Seller in writing that in its reasonable opinion the Seller and / or any of its direct and indirect shareholders are subject to a material adverse change in its business, financial condition, prospects or creditworthiness when compared to its business, financial condition, prospects or creditworthiness as at the date of this Agreement or a material adverse change in its ability to perform or comply with its obligations under this Agreement, the Seller agrees that Buyer may consider such change to be an Event of Default under this Agreement. The application of this Article shall extend to significant changes in the political, economic or regulatory situation in countries that will in the reasonable opinion of Buyer materially and adversely impact the Seller's ability to perform its obligations under this Agreement.

　　The Seller further agrees that in the event of such notification and termination no claims, penalties or fees shall be made or maintained against the Buyer save for any such claims, penalties or fees accruing to the Seller prior to termination.

　　如果在任何时候，买方或其直接/间接股东受制于在业务，财务状况，发展前景和信誉度方面的实质性不利变化，买方可以书面形式通知买方其合理选择，卖方同意买方可以考虑此变化是合约下的违约行为。此条款应适用并扩展为政治，经济或常规现状的重大改变，亦作为卖方影响其履约的实质性变化。

　　买方应同意在此通知和终止情况下，不索赔、不罚款，不保留在终止前向卖方索赔或罚款的权力

　　ARTICLE 17 EVENTS OF DEFAULT. REMEDIES违约和补救措失

　　An event of default ("Event of Default") with respect to a party (the"Defaulting Party") shall mean any of the following: (i) the failure of the Defaulting Party to pay when due any required payment under this Agreement within three (3) business days after written notice thereof (ii) the failure of the Defaulting Party to comply with its other respective obligations under this Agreement and such failure remains uncured for(5) business days after written notice thereof, (iii) any representation or warranty made by the Defaulting Party under this Agreement shall prove to be untrue when made in any material respect or (iv) the Defaulting Party (A) makes an assignment or any general arrangement for the benefit of creditors, (B) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it and such petition is not withdrawn or dismissed for 30 days after such filing, (C)otherwise becomes bankrupt or insolvent (however evidenced), (D) is unable to pay its debts as they fall due, makes a composition with its creditors, commits any act of bankruptcy, becomes subject to an order for winding up or dissolution or to the appointment of an administrator, examiner, receiver, custodian, liquidator, trustee or other similar official. Upon the occurrence and confirmation of an Event of Default, the other party (the "Non-Defaulting Party") may in its sole discretion (i) notify the Defaulting Party of an early termination date (which shall be no earlier than the date of such notice) on which this agreement and the transactions contemplated hereunder shall terminate (the "Early Termination Date"), (ii) withhold any payments due to the Defaulting Party until such Event of Default is cured and/or (iii) suspend performance of its obligations under this agreement until such Event of Default is cured. If a notice of an Early Termination Date is given under this article, the Early Termination Date will occur on the designated date whether or not the relevant Event of Default is then continuing.

　　发生如下情况代表方违约:(i)己通知的协议中到期的需付款之货款若在三个工作日内未付，则视作违约。( ii)在通知对方5个工作日后仍未履行合同项下之各自义务，则视作违约。(iii)违约方在协议下做出的任何陈述和担保需从物质方面给出任何的证明。(iv)违约方(A)在对债权方(B)利益做出分配或任何安排时，需提交请愿书，否则在诉讼或原告起诉开始，授权，默许生效时，在保护债权人的任何破产或类似法律下，或有个与之相悖的申请且在30天内未撤回解除，否则会出现破产或资不低债，无力偿还到期债务，提交任何破产行为，都会成为种解决方式。

　　If an Early Termination Date is established, the Non-Defaulting Party shall in good faith calculate its gains, or losses and costs, resulting from the termination of the transaction(s) contemplated hereunder (the "Terminated Transaction (s)"), aggregate such gains, losses and costs with respect to the Terminated Transaction into a single net amount, and then notify the Defaulting Party of the net amount owed or owing (the "Termination Amount). In calculating the Termination Amount the Non-Defaulting Party shall, without limitation include, (i) the direct costs associated with the Defaulting Party's breach such as transport costs, storage costs, financing costs, (ii)losses or gains incurred as a result of selling or sourcing Material on the market as set out in [ii] above is not commercially feasible, (iv) losses or gains incurred by the Non-Defaulting Party in hedging the any quantity of Material inclusive of the costs of unwinding or rolling any hedging position. Notwithstanding any term in the Agreement to the contrary (i) to (iv)as set out above are deemed by the Parties to be direct and foreseeable damages. The Non- Defaulting Party will calculate the Termination Amount as of the Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable. If the Termination Amount is in favour of the Non-Defaulting Party then, the Defaulting Party shall, within five (5) days of its receipt of such notice pay the Termination Amount to the Non-Defaulting Party, including interest at the prevailing Interest Rate on Early Termination Date from the Early Termination Date until paid, plus any other amounts due and owing under this agreement (or otherwise) to the Non-Defaulting Party. If the Termination Amount is in favour of the Defaulting Party then, the Non-Defaulting Party shall, after giving effect to any setoff rights, pay the net amount without interest to the Defaulting Party on the date twenty (20) days after the Early Termination Date. If an Event of Default occurs and/or an Early Termination Date is established, the Non-Defaulting Party may (at its election) setoff any or all amounts which the Defaulting Party owes to the Non-Defaulting Party or its affiliates (under this agreement or otherwise) against any or all amounts which the Non-Defaulting Party owes to the Defaulting Party (whether under this agreement or otherwise).Notwithstanding any provision to the contrary contained in this agreement, the Non-Defaulting Party shall not be required to pay to the Defaulting Party any net amount due to an early termination until the Non-Defaulting Party receives confirmations atisfactory to it in its reasonable discretion that (i) all amounts due and payable as of the Early Termination Date by the Defaulting Party under all transactions, under this agreement, or otherwise with the Non-Defaulting Party or any of its Affiliates have been fully and finally paid, and (ii) all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non-Defaulting Party or any of its affiliates under this agreement or otherwise which are due and payable as of the Early Termination Date have been fully and finally performed.

　　如果提前终止协议，非违约方应计算因提前终止协议导致的得失及成本，并合计成个净数值，并通知违约方。非违约方核算应不局限于以下：i因违约方导致的直接成本，如运输费用，仓储费用和财务费用。ii 因在市场上销售或寻找货物且不经济而导致的得失。iii因套保导致的得失，以上为可预见的直接成本。违约方应在接到非违约方通知后5个工作日内支付该数额，包括利息及其他欠非违约方的金额。如果终止金额应支付给违约方，则非违约方应扣除违约方欠非违约方的金额减去非违约方欠违约方的金额。非违约方不应被要求支付违约方任何金额，直到非违约方收到并确认其合理的判定如下：I 违约方已经支付了所有拖欠非违约方的金额ii 违约方其他的付款义务已经履行。

　　Each party stipulates that the payment obligations set forth in this article for the damages incurred are a reasonable approximation of the anticipated harmor loss and acknowledges the difficulty of estimation of actual damages, and each party hereby waves the right to contest such payments as unenforceable, a penalty or otherwise. In payment of the Termination Amount, in no event shall either party be liable for any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were seen, foreseeable, known or otherwise and whether or not the relevant Party is advised of the possibility of loss, liability, damage or expense):

　　每方规定在此条款下规定的损失所引发的合理的费用，相关方有支付义务。发生以下情况，双方都无责任:

　　ARTICLE 18 GOVERNING LAW适用法律

　　This Agreement shall be governed by the laws of England此合约受英国法律制约。

　　ARTICLE 19 ARBITRATION AND SOVEREIGN IMMUNITY WAIVER

　　仲裁与主权、豁免权放弃

　　19.1 Any dispute, difference or claim arising out of or in connection with this Agreement, shall be referred to and determined by arbitration in Hong Kong. The Domestic Arbitration Rules of Hong Kong International Arbitration Centre shall apply to the arbitration proceedings. The place of arbitration shall be in Hong Kong. There shall be three arbitrators. The language of the arbitration shall be English. The costs of the arbitral proceedings including costs for the legal representation of the successful party are to be borne by the losing party. If no party wins totally these costs are to be allocated proportionately.

　　出现与此合同相关的任何争议，差议或索赔时，应提交给香港仲裁机构。香港国际仲裁中心的国内仲裁规则应适用于仲裁程序。仲裁机构需在香港，且需有三名仲裁员。仲裁语言为英语。仲裁费用由败诉方承担，如果没有赢方，则仲裁费用双方按比例分摊。

　　19.2 At any time prior to and during the arbitral proceedings either party, at its option, may

　　seek preliminary or injunctive remedies in any ordinary court having jurisdiction.

　　在仲裁过程中或之前，任意方都可以在法庭上选择寻找其初步的或者指定的补救措施进行司法解决。

　　19.3 The Buyer agrees that any decision awarded by the arbitral tribunal shall be enforced, and for the purposes thereof irrevocably waives any right of sovereign immunity that it may have whether before any court in China or otherwise from suit and/or jurisdiction and/or adjudication, including but in no way limited to waiving any right of sovereign immunity as to it and any of its property, regardless of the commercial or non-commercial nature of this property. Such property includes any bank account belonging to the Buyer whether held in its name or otherwise. The waiver extends to property, including bank accounts, belonging to the Buyer's national central bank or other monetary authority. For the avoidance of doubt, the irrevocable waiver in this Clause includes a waiver of any right of sovereign immunity in respect of pre-judgment interim relief and post judgment execution of any arbitral award.

　　买方同意仲裁法庭判决的任何决定予以强制执行，前提是不放弃任何不可撤销的主权豁免权。

　　The Seller agrees that any decision awarded by the arbitral tribunal shall be enforced, and for the purposes thereof irrevocably waives any right of sovereign immunity that it may have whether before any court in China or otherwise from suit and/or jurisdiction and/or adjudication, including but in no way limited to waiving any right of sovereign immunity as to it and any of its property, regardless of the commercial or non-commercial nature of this properly. Such property includes any bank account belonging to the Seller whether held in its name or otherwise. The waiver extends to property, including bank accounts, belonging to the Seller's national central bank or other monetary authority. For the avoidance of doubt, the irrevocable waiver in this Clause includes a waiver of any right of sovereign immunity in respect of pre-judgment interim relief and post-judgment execution of any arbitral award.

　　卖方同意仲裁法庭判决的任何决定予以强制执行，目的是不放弃任何不可撤销的主权豁免权。

　　ARTICLE 20 SUSPENSION OF QUOTATIONS暂停报价

　　If for any reason the quotations for the payable element(s) as stated above are suspended or changed or replaced by another market quotation or if for any reason no longer represent the market, both parties shall mutually agree upon another satisfactory pricing basis. In the event of failure, any dispute shall be settled by arbitration. Such negotiation is to be completed within 60days of declaration and shall be retroactive to the date re-negotiation was requested.

　　如果上述需支付的元素之报价以任何理由暂停或被其它市场报价所替代，双方应相互协商另个彼此满意的点价基准。如果出现任何问题，将交由仲裁解决。这种协商应在宣布后60个工作日内完成。

　　ARTICLE 21 ASSIGNMENT转让

　　Neither Buyer nor Seller may assign all or any part of its rights or obligations under this Agreement to a third party without the prior written consent of the other party, provided that this clause shall not prohibit an assignment or novation of this Agreement by the Seller within the Louis Dreyfus Commodities group of companies.

　　除非另方书面同意，否则买卖双方都无权将此协议转让给第三方，但转让给Louis Dreeyfus commodities 集团公司内部是允许的。

　　ARTICLE 22 NOTICES通知

　　Any notice required to be given shall be in writing and delivered by airmail, by telex or facsimile, by courier, or by hand, and shall be effected on delivery addressed to the party concerned as follows:

　　要求发出的任何通知应以书面、航空邮件，电传或传真，快递，或用手写，按如下地址交付给对方方可生效:

　　Seller: 卖方: Buyer: 买方