销售及采购相关条款及条件（英文版）

　　TERMS AND CONDITIONS OF SALE AND PURCHASE

　　TABLES OF CONTENTS

　　1 DEFINITION定义

　　2 SCOPE OF APPLICATION 适用范围

　　3 PRICE 价格

　　4 DELIVERY, TITLE AND RISK 货物交付、货物所有权及风险

　　5 LOSS OR DAMAGE 货物损失及损坏

　　6 QUANTITY AND QUALITY 数量与质量

　　7 QUANTITY AND QUALITY CLAIMS 对数量和质量的索赔

　　8 PAYMENT AND CREDIT SUPPORT 支付和信用证

　　9 VAT 增值税

　　10 EXCISE, CUSTOM DUTIES AND TARIFFS 消费税及关税

　　11 INSURANCE 保险

　　12 DEFAULT AND TERMINATION 违约与终止合同

　　13 INTEREST 迟延支付的利息

　　14 FORCE MAJEURE 不可抗力

　　15 LIMITATION OF LIABILITY 责任限制

　　16 REPRESENTATIONS AND WARRANTIES 陈述与保证

　　17 TRADE SANCTIONS 贸易制裁

　　18 BRIBERY AND ANTI-CORRUPTION 不得贿赂

　　19 CONFIDENTIALITY 保密条款

　　20 NOTICES 通知

　　21 CHANGE OF CONTROL 管理层的变动

　　22 ASSIGNMENT 权利和义务的转让

　　23 SEVERABILITY 条款的可分割性

　　24 WAIVERS 权利和义务不得放弃

　　25 THIRD PARTY RIGHTS 第三方的权利

　　26 REACH 欧盟的化学品注册、评估、许可和限制规则

　　27 TELEPHONE RECORDINGS 电话录音

　　28 CHANGE IN REGULATIONS 规则的变更

　　39 LAW AND ARBITRATION 法律与仲裁

　　1 DEFINITION定义

　　"Material Adverse Change" means, any change which, in the reasonable opinion of ARI, may be expected to adversely affect the Counterparty's ability to perform any of its obligations under the Contract including but not limited to any change in: (a) the credit worthiness and/or credit rating of the Counterparty or its Affiliate; or (b) the ability of the Counterparty or its Affiliate to perform any payment obligations under the Contract or any credit support document under which ARI is a beneficiary; or (c) the legality, validity or enforceability of the Contract; or (d) the ownership or control of the Counterparty.

　　Parties" means ARI and any Counterparty(ies) collectively;

　　Product(s)" means the product as agreed in the Contract;

　　"Regulation(s)" means any applicable laws, statutes, statutory instruments, rules, regulations, sanctions, boycotts, embargoes, directives or decrees of any state

　　(inclusive of the European Union, and the United Nations), government, instrument of government or public authority and/or, if the context permits, any agreements,

　　concessions and arrangements with any government, instrument of government or public authority;

　　"Seller" means the Party who contracts to sell the Products to the Buyer (Seller may be either ARI or the Counterparty).

　　2 SCOPE OF APPLICATION 适用范围

　　2.1 Unless otherwise expressly agreed these General Terms and Conditions apply exclusively to, and are incorporated by reference into, all Contracts for the purchase and sale of Products by ARI whether such Contracts are concluded orally, in writing, or otherwise. Any contradictory and/or supplementary general conditions shall not apply and are expressly excluded, even in the event that (i) ARI does not expressly object to such conditions, or (ii) if ARI fulfills its obligations unconditionally, in awareness of the contrary or variant general conditions.

　　2.2 These GTCs are intended to be supplemented by a Contract Confirmation. In the event of conflict, ambiguity, or inconsistency between the provisions of the GTCs and the Contract Confirmation, the provisions of the Contract Confirmation shall prevail. In the absence of a Contract Confirmation the Contract shall comprise the GTCs and any other agreed terms, as ascertainable by evidence, or otherwise.

　　2.3 Without limitation, tendering an offer for, placing an order for, accepting an order for, or making or accepting delivery of, Products shall be construed as an acknowledgement and acceptance of these GTCs.

　　2.4 These GTCs apply to all contracts of sale or purchase concluded between ARI and any Counterparty.

　　2.5 No variation of these General Terms and Conditions shall bind ARI unless agreed in writing by an authorised representative of ARI.

　　3 PRICE 价格

　　3.1 Price shall be as set out in the Contract Confirmation, or as otherwise agreed.

　　3.2 Parties shall not be obliged to perform any Contract at a price based on a manifest typing or clerical error.

　　3.3 Under Contract the Parties may agree to affect payment against a provisional price prior to the final price being fixed. Unless otherwise agreed, or in the event the Parties cannot mutually agree upon the provisional price, the provisional price shall be calculated as the average of the official LME cash settlement price for the Products for the five (5) market trading days immediately prior to the provisional price invoice date.

　　4 DELIVERY, TITLE AND RISK 货物交付、货物所有权及风险

　　4.1 Save where specifically provided to the contrary, all trade terms in the Contract will be governed by and interpreted in accordance with Incoterms. In the event of any discrepancy or inconsistency between Incoterms and the Contract the terms of the Contract shall prevail.

　　4.2 Unless otherwise agreed in the Contract, title to the Product shall transfer to the Buyer upon Seller's receipt of full payment. Or in the event the Contract calls for provisional payments title shall transfer to the Buyer upon Seller's receipt of the first provisional payment.

　　4.3 Transfer of risk from Seller to Buyer shall be on Delivery in accordance with the relevant Incoterm.

　　5 LOSS OR DAMAGE 货物损失及损坏

　　5.1 In the event of a total loss of Product after risk has passed, the Buyer shall pay against Seller's invoice for the entire shipment value of Product based on Seller's certificate of weight, sampling, and analysis.

　　5.2 In the event of partial loss of the Product after risk has passed, the amount to be paid by Buyer in respect of the Product lost or damaged will be the difference between the bill of lading weight and the discharge weight of the remaining contractual Product and will be based on the analysis determined for the remaining Product at the port of discharge.

　　5.3 In the event of loss or damage, whether partial or total, to a shipment of Product following transfer of risk, Seller will not be obliged to replace the lost or damaged quantity.

　　5.4 Buyer will be liable to pay for Product that has been lost or damaged in accordance with the Contract, and Seller will not be obliged to await the settlement of any insurance claim.

　　6 QUANTITY AND QUALITY 数量与质量

　　6.1 Unless otherwise stated in the Contract the Seller's weight certificate, or supplier's weight certificate, whichever is applicable, shall be final and binding.

　　6.2 Quality determination shall be as agreed in the Contract.

　　7 QUANTITY AND QUALITY CLAIMS 对数量和质量的索赔

　　7.1 The Buyer shall notify the Seller in writing of any claim or challenge, and the details of such claim or challenge, relating to the quality or quantity of any shipment of Product within 30 (thirty) days of the Buyer's receipt of the relevant Product. All claims must be accompanied with necessary documentary evidence of non-conformance including photographs, shipment details, lot numbers, marks and identifications of the relevant Products. The validity of any such quantity or quality claim is conditioned upon the Buyer maintaining the relevant Product in its Delivered state, un-consumed and segregated from other possible contaminating materials pending the final determination of the claim.

　　7.2 Buyer's right to claim against the weight of any shipment of Product is limited to circumstances where the Delivered weight differs by more than 0.2% from the weight results evidenced by the Seller under clause 6.1.

　　7.3 Any claim in respect of quality or weight, or challenge to the results evidenced by the Seller shall be treated as waived and absolutely barred if timely notice, details of such claim, and pre-conditions for such claim have not been strictly observed in accordance with clause 7.1.

　　7.4 Where the Buyer makes a compliant claim in respect of quality the Parties shall agree to appoint an independent inspector to inspect and sample any shipment of Product in accordance with current international standard practices. The independent inspector shall analyse the quality of the Product and issue a certificate stating the results of its analysis. The independent inspector's certificate of analysis shall be submitted by email to both Parties simultaneously. The independent inspector's certificate of analysis shall be final and binding on the Parties (save for fraud or manifest error). Where the independent inspector's certificate of analysis determines that the quality of the Product is not in accordance with the terms of the Contract, the Seller shall bear the costs of the independent inspector. Where the independent inspector determines that the quality of the Product is in accordance with the terms of the Contract, the Buyer shall bear the costs of the independent inspector.

　　7.5 Where the Buyer makes a compliant claim in respect of quantity the Parties shall agree to appoint an independent inspector to weigh the shipment of Product. The independent inspector shall submit its weight results by email to both Parties simultaneously. Where the independent inspector determines that the Delivered weight of the relevant shipment of Product is more than 0.2% above or below the weight results evidenced by the Seller under clause 6.1, the independent inspector's results shall be final and binding on the Parties (save for fraud or manifest error) and the Seller shall bear the costs of the independent inspector's weight determination. Where the independent inspector determines that the Delivered weight of the shipment of Product is not more than 0.2%) above or below the weight results evidenced by the Seller under clause 6.1, the weight results obtained pursuant to clause 6.1 shall apply and the Buyer shall bear the costs of the independent inspector's weight determination.

　　8 PAYMENT AND CREDIT SUPPORT 支付和信用证

　　8.1 Due and timely payment is a condition of the Contract.

　　8.2 Payment obligations which arise under Contract shall be made against presentation of a commercial invoice concurrent with any contractually agreed documents required for payment. Payment shall be settled by the Party obligated to pay in accordance with the Contract.

　　8.3 Payment under the Contract shall be in compliance with the currency, form and conditions of payment specified in the Contract, without adjustments, discounts, deductions, set-off, or withholdings of any kind.

　　8.4 If payment is agreed by L/C then such L/C shall be in place on or before the date agreed between the Parties and if no such date is agreed then 10 (ten) days prior to the start of the Contractual shipment period. The L/C shall be for an amount sufficient to cover the mean price under the Contract plus 10 (ten) percent. All L/C charges are for the account of the Buyer. The L/C shall operate in accordance with its terms but no term within the L/C shall operate to vary the terms of the Contract unless expressly agreed by the Parties in writing.

　　8.5 If at any time during the term of the Contract (when ARI is Seller) the market value of the Products has decreased or increased by more than 20% from the agreed Contract price, or in the reasonable opinion of ARI, sufficient credit for the Contract (or any other Associated Contract) has not been established, or if ARI reasonably doubts the due performance of the Contract (or any other Associated Contract) [inclusive of any demurrage obligations] ARI may upon 2 (two) Geneva banking days notice to the Counterparty change the terms of payment to require the Buyer to provide satisfactory credit support and/or require satisfactory security ("Credit Support") as a condition precedent to performance by the ARI under Contract, including without limitation requiring an advance payment, a deposit, an executed and enforceable parental guarantee in ARI’s wording, a L/C, or a bank guarantee. In the event the Counterparty fails to provide timely Credit Support then such failure shall be an Event of Default, and ARI’s Contract obligations shall be immediately suspended without notice.

　　9 VAT 增值税

　　9.1 Unless otherwise expressly provided in this Contract, the price specified in this Contract (whether fixed or fixed pursuant to the terms of this Contract) is exclusive of VAT.

　　9.2 The Parties recognize that VAT may be due on individual Deliveries made under this Contract at different rates in different countries and the Parties agree to supply all necessary information required to issue invoices compliant with the VAT laws of the country in which the Delivery occurs, and all necessary information required to file complete and accurate returns with the appropriate taxing authorities.

　　9.3 If VAT is not to be assessed on the Delivery, the Buyer shall be responsible for supplying all necessary documentation which Seller needs to not assess VAT on the Delivery. If the Buyer fails to provide such documentation to the Seller, the Seller may assess VAT on the Delivery at the rate applicable in the country in which the Delivery is assessed for VAT. If the Seller assesses VAT on the Delivery, the Buyer shall pay VAT as specified in the Seller's invoice.

　　9.4 If the Seller initially charged VAT on the Delivery but the Buyer subsequently presents documents to Seller which allow for the Delivery to be free from VAT, the Seller shall: (a) return the amount of VAT in respect of the Delivery actually recovered from the relevant taxing authority , in the currency in which it is received, and within 3 (three) working days of receipt by the Seller of payment from such taxing authority; and (b) present to the Buyer a supplemental invoice on which no VAT is assessed on the Delivery.

　　10 EXCISE, CUSTOM DUTIES AND TARIFFS 消费税及关税

　　10.1 Without prejudice to VAT provisions set out in the Contract, any taxes, tariffs and duties whether existing or new on the Product or on commercial documents relating thereto imposed in the country of origin or shipment shall be borne by the Seller. Any taxes, tariffs and duties whether existing or new on the Product or on commercial documents relating thereto imposed in the country of destination shall be borne by Buyer.

　　10.2 The Counterparty shall provide ARI with all information and documents required by ARI to observe the Regulations relating to excise, custom duty, or tariffs. In the case of Delivery of Products subject to excise, custom duty, or tariffs the Counterparty undertakes to observe the applicable Regulations. In the case of Deliveries of Products under duty suspension, the Counterparty shall, in particular, be required to observe all applicable procedures and Regulations. The Counterparty shall, upon first request of ARI, indemnify and hold harmless ARI from and against any Liability (including claims for excise duty, custom duty or any other payments) arising from the Counterparty's breach of obligations under this clause.

　　11 INSURANCE 保险

　　Each Party undertakes to obtain and maintain a sufficient liability insurance policy with a reputable insurance company, as from the effective date of the Contract, covering all the risks associated with its activities, arising out of or as a consequence of its obligations under the Contract. Each Party shall provide the other Party, upon request, with an insurance certificate.

　　12 DEFAULT AND TERMINATION 违约与终止合同

　　12.1 The Party in default shall be the "Defaulting Party" and the other Party, not in default, shall be the "Non- Defaulting Party". Under the Contract 12.1.1 and

　　12.1.2 below shall individually, or collectively, be defined as an "Event of Default":

　　12.1.1 the Defaulting Party is in breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under the Contract, including but not limited to; (a) the failure by the Defaulting Party to pay any amounts owing when due without adjustments, discounts, deductions, set off, or withholdings of any kind; and/or (b) the failure by the Defaulting Party to take Delivery during a period, or at an agreed date, of any Products as provided for in the Contract; and/or (c) the Defaulting Party loses or does not possess any licence, or consent which is necessary to perform the Defaulting Party's Contract duties and obligations; and/or (d) performance of the Contract becomes contrary to any Regulations imposed by any government, or any quasi- governmental entity having jurisdiction over the Defaulting Party whose performance is affected;

　　12.1.2 the Defaulting Party, or any Affiliate of the Defaulting Party, is generally not paying its debts as they become due, files or consents by answer or otherwise to the filing against it of any petition or case seeking relief under any bankruptcy, liquidation, insolvency or similar law (collectively "Insolvency Laws"), becomes bankrupt or insolvent, has an asset value less than its liabilities (taking into account contingent and prospective liabilities), has any petition or proceedings under Insolvency Laws commenced against it, makes a general assignment for the benefit of its creditors, applies for, or consents to, the appointment of a custodian, receiver, trustee, conservator or other officer(s) with similar powers over it or over any substantial part of its property.

　　12.2 Suspension of the Non-Defaulting Party's performance obligations under the Contract shall be effective immediately upon occurrence of an Event of Default. Without prejudice to lesser termination time limits as set out in the Contract the Defaulting Party shall have five (5) running days (or a longer time limit chosen at the Non- Defaulting Party's sole discretion) after notice of an Event of Default to remedy such. If the Event of Default remains unremedied at the end of the

　　default notice time period, or if the Event of Default is not capable of remedy, the Contract shall be immediately terminated without notice.

　　12.3 In any event, the Defaulting Party shall immediately provide written notice to the Non-Defaulting Party of the occurrence or expected occurrence of an Event of Default.

　　12.4 If the Counterparty is the Defaulting Party, then, notwithstanding any other provision of the Contract to the contrary, ARI shall be free to assign to any third party any and all of ARI’s rights under the Contract, whether present or future, actual or contingent, including, without limitation: (i) any and all rights to require the due and punctual observance, discharge and performance by the Counterparty of all the Counterparty's obligations and Liabilities under the Contract;(ii) all rights to money received or receivable by ARI’s from Counterparty under the Contract as a Liability, or otherwise; (iii) the right to claim for any Liability, or any other available remedy, under the Contract.

　　12.5 Notwithstanding any other provisions in the Contract to the contrary if the Counterparty is the Defaulting Party then ARI shall have the right, exercisable in its sole discretion at any time, to adjust, discount, deduct, set-off, or withhold (collectively "Set Off') any or all amounts which ARI owes to the Counterparty (under Contract, Associated Contract, or otherwise) against any or all amounts which the Counterparty or any Affiliate of the Counterparty owes to ARI (whether under

　　Contract, Associated Contract, or otherwise). If an obligation is unascertained, ARI may, in good faith, estimate the amount of that obligation and Set Off amounts owed in respect of the estimate, subject to the relevant Party accounting to the other Party when the obligation is ascertained.

　　13 INTEREST 迟延支付的利息

　　A Party shall pay interest daily on any amount due and owing by that Party under the Contract and not paid on the due date. Interest shall be calculated at the LIBOR US DOLLAR monthly rate plus 5% per annum (pro rata for part thereof) and shall be compounded monthly.

　　14 FORCE MAJEURE 不可抗力

　　14.1 Prevention, curtailment, delay, hindrance, interference with, or reduction of, a Party's ability to perform the terms, provisions or conditions of this Contract shall not give rise to any claim by a Party hereto against the other, or be deemed to be a breach of this Contract if the same is proven to be caused by, or arise out of; (i) war (whether declared or not), hostilities, sabotage, blockade, revolution, or disorder; (ii) expropriation or nationalization; (iii) cutoff of energy supplies to facilities for the production of the Product; (iv) disruption of rail transportation of Product to the load port, and consequent delays; (v) breakdown or damage to storage or loading facilities; (vi) prevention of loading by terminal or port authorities; (vii) embargoes or export restrictions; (viii) acts of God, explosion, fire, frost, earthquake, storm, lightning, tide, tidal wave or perils of the sea; (ix) accidents of navigation or breakdown of or injury to vessels; (x) accidents to or closing of harbours, docks, straits, canals or other assistances to or adjuncts of shipping or navigation; (xi) strikes, lockouts or other labour disturbances; (xii) or any other event, matter, or occurrence of the same class or kind as those set out above; which is not reasonably within the control of the Party affected thereby (the "Relying Party") and which the Relying Party is unable to reasonably prevent, avoid or overcome ( a "Force Majeure Event"). Force Majeure Events shall apply equally to ARI, and to ARI’s supplier(s) of Products.

　　14.2 The Relying Party shall promptly after the Force Majeure Event becomes known to the Relying Party give notice in writing to the other Party of the Force Majeure Event and the effects, or the reasonably anticipated effects, on the Relying Party's ability to perform; including as much detail as available, as well as the relief sought by the Relying Party. Force Majeure Event relief is conditional upon notice and effective from the time of commencement of the Force Majeure Event. During the Force Majeure Event both Parties will jointly use reasonable commercial efforts to mitigate the effects of the Force Majeure Event.

　　14.3 Unless otherwise agreed by the Parties in writing, the appropriate relief for a Force Majeure Event shall be as follows: (i) due to a Force Majeure Event which prevents and renders impossible the Relying Party's Contract performance during the current shipment period either Party may immediately terminate the affected performance obligations under the Contract without Liability. Subsequent performance obligations under the Contract (inclusive of but not limited to future shipment period Delivery obligations) shall survive such termination. If the Force Majeure Event continues unabated into subsequent shipment periods preventing and rendering impossible future performance obligations as they become due, then either Party shall be free, at that time, to terminate those affected performance obligations; (ii) due to a Force Majeure Event which curtails, delays, hinders, interferes with, or reduces the Relying Party's Contract performance for the current shipment period either Party may immediately suspend the affected performance obligations under the Contract without Liability. If the Force Majeure Event continues unabated into the next shipment period either Party may terminate the unperformed obligations from the previous shipment period, and concurrently suspend the performance obligations for the current shipment period.

　　14.4 A Force Majeure Event shall not operate to suspend any payment obligation accrued by a Party prior to the written notice of a Force Majeure Event.

　　14.5 Notwithstanding the foregoing provisions of this clause should a Force Majeure Event continue unabated for six (6) months the other Party, upon notice to the Relying Party, shall be free to terminate the Contract without Liability.

　　14.6 Notwithstanding the foregoing provisions of this clause, (i) the Buyer will be obliged to accept Delivery of and pay for Product which has been booked aboard a vessel prior to Seller being notified by Buyer of a Force Majeure Event; (ii) a Force Majeure Event shall not include any event arising out of the acts of any government or sovereign entity which owns, directly or indirectly, any interest in the Relying Party.

　　15 LIMITATION OF LIABILITY 责任限制

　　15.1 Except as specifically provided in the Contract (including but not limited to any indemnity agreed by the Counterparty), in no event, including the negligent act or omission on its part, shall either Party be liable to the other, whether under Contract, tort, breach of statutory duty or otherwise, in respect of any indirect or consequential losses or expenses including (without limitation) if and to the extent that they might otherwise not constitute indirect or consequential losses or expenses, loss of anticipated profits, plant shut-down or reduced production, loss of power generation, blackouts or electrical shutdown or reduction, goodwill, use, market reputation, third party claims, business receipts or contracts or commercial opportunities, whether or not foreseeable.

　　15.2 All claims arising from or in connection with the Contract shall be limited to an amount not exceeding the agreed price for the Product sold under the Contract.

　　15.3 Notwithstanding the above provision or any other provision to the contrary, ARI shall be entitled to recover any losses suffered in connection with any hedging or derivative instrument which may relate to the Products. Such losses, if suffered by ARI, shall always be deemed to be foreseeable and recoverable.

　　15.4 Without prejudice to any other lesser time limit set out in the Contract or any other provisions requiring compliance within a given period, all of which shall remain in full force and effect, any claim whatsoever between the Parties shall be deemed and treated as waived and absolutely time barred unless such claim has been commenced by the claimant within one (1) year from the date of Delivery, or in the absence of Delivery, from the date (or expiry of the date range) against which it is claimed the Products were contracted to be Delivered.

　　16 REPRESENTATIONS AND WARRANTIES 陈述与保证

　　16.1 Seller warrants that it has title to the Products sold under the Contract. All other warranties and conditions implied by law, including but not limited to, any warranty of satisfactory quality and/or fitness for any particular purpose are expressly excluded and disclaimed.

　　16.2 Each Party warrants that it has entered into the Contract in a commercial capacity and that with respect to the Contract it is in all respects subject to civil and commercial law in the jurisdictions within which it operates. Each Party hereby consents generally in respect of any legal action, arbitration or other proceedings arising out of or in connection with the Contract to the giving of any relief, or to the issue of any process in connection with such action or proceedings irrespective of the jurisdiction in question. Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to that Party.

　　16.3 Each Party represents and warrants, at the time this Contract is entered into and at all times while this Contract is in effect, that (i) it is a legal entity duly organised for an unlimited duration and is validly existing under the Regulations of its jurisdiction of incorporation and is in good standing (where such concept applies), with full power and authority to own its assets and to conduct its business as presently being conducted; (ii) it has the corporate power and authority to

　　execute, deliver and perform its obligations under this Contract and has taken all necessary corporate and legal actions to authorise the execution, delivery and performance of this Contract in accordance with its terms, and has obtained and/or fulfilled all licenses, registrations, or other necessary requirements for or in connection with the execution or delivery and performance of this Contract; (iii) this Contract, and all other agreements and documents to be executed by the relevant Party pursuant to, or in connection with, this Contract constitute legal, valid and binding obligations, enforceable against the relevant Party in accordance with the Contract terms; (iv) the execution and delivery of this Contract and the obligations hereunder do not and will not conflict with the Regulations by which the Party is governed.

　　17 TRADE SANCTIONS 贸易制裁

　　17.1 The Counterparty acknowledges that applicable boycotts, regulations, embargoes, trade tariffs, sanctions, or any prohibitions of the European Union, the United States, and/or the United Nations or any other applicable jurisdictions may prohibit or curtail certain commercial transactions with certain prohibited destinations, persons, entities, or vessels (hereinafter referred to as "Trade Restrictions").

　　17.2 The Counterparty warrants compliance with Trade Restrictions in all respects related directly or indirectly to the performance of the Contract. This warranty refers particularly, but not exclusively, to any vessel employed in association with the Contract (inclusive of whoever may own, control, operate or have chartered such vessel), to Counterparty's documentary instructions, to any intervening banks, and in general to any other person or entity associated with the performance of the Contract.

　　17.3 Prior to, upon, or subsequent to delivery, the Counterparty warrants that any documentation tendered to ARI by the Counterparty, or the Counterparty's agents and/or representatives, shall evidence that any origin, destination and/or recipient of the goods shall not contravene any Trade Restrictions. Without prejudice to ARI's rights at law or otherwise, a breach of such warranty shall entitle ARI to; reject documentary instructions , refuse to Deliver the Product; refuse to accept Delivery of the Product; refuse to continue with delivery of the Product; or reject or withdraw acceptance of any vessel, with all costs, damages, and liability being for Counterparty's account.

　　17.4 If, in the sole opinion of ARI, supported by legal advice from a competent outside counsel, any aspect of the commercial business associated with the Contract becomes subject to Trade Restrictions at any time during the term of the Contract, then the Seller may upon notice to the Counterparty, and without Liability, terminate the Contract; such termination by ARI will not be considered as a breach of any of ARI's obligations under the Contract. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of the Contract occurring prior to such termination, or any Liability accrued prior to such termination.

　　17.5 Counterparty agrees that they shall indemnify and hold ARI harmless for any Liability which may arise, whatsoever, suffered by ARI from or as a result of Counterparty's breach of warranty under this clause or Counterparty's contravention of Trade Restrictions.

　　18 BRIBERY AND ANTI-CORRUPTION 不得贿赂

　　18.1 The Counterparty agrees and undertakes to ARI that in connection with this Contract, they will comply with all applicable Regulations relating to anti-bribery and anti- money laundering.

　　18.2 The Counterparty represents warrants and undertakes that they shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to; (i) a government official or an officer or employee of a government or any department, agency or instrumentality of any government; (ii) an officer or employee of a public international organization; (iii) any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; (iv) any political party or official thereof, or any candidate for political office; (v) or any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above- described persons and entities, or (vi) engage in other acts or transactions, in each case if this is in violation of or inconsistent with any applicable anti-bribery or anti- money

　　laundering Regulations of any government, or the applicable country Regulations implementing any OECD Convention on intended to combat bribery of foreign public officials in international business transactions.

　　18.3 ARI may terminate the Contract, without Liability, at any time, upon written notice to the Counterparty, if in ARI's reasonable judgement the Counterparty is in breach of any of the above representations, warranties or undertakings, with all Liability associated with such breach being for Counterparty's account.

　　19 CONFIDENTIALITY 保密条款

　　The existence and the provisions of the Contract, and any documents or information about ARI, its Products, distributors or other customers, or any other non-public information, written or oral, with respect to the Contract ("Confidential Information") shall be kept confidential and shall not be disclosed, in whole or in part, to any person other than subcontractors, officers, directors, employees, or representatives of a Party (collectively, "Representatives") who have a reasonable need to know such Confidential Information for the purpose of negotiating, executing and implementing the Contract and such Confidential Information shall not be used for any other purpose. Each Party agrees to inform each of its Representatives of the confidential nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this sub-paragraph. Nothing herein shall prevent a Party from disclosing Confidential Information (i) if required by law or (ii) upon the order of any court or administrative agency, (iii) upon the request or demand of, or pursuant to any Regulation of any regulatory agency or authority, (iv) to the extent reasonably required in connection with the exercise of any remedy hereunder, (v) to a Party's legal counsel or independent auditors, (vi) to any permitted assignee hereunder, provided that such assignee agrees in writing to be bound by the provisions of this article. These provisions shall apply for the duration of any Contract between ARI and Counterparty and shall survive for three (3) years after the termination of the Contract. Counterparty agrees that they shall indemnify and hold ARI harmless for any Liability which may arise, whatsoever, suffered by ARI from or as a result of Counterparty's failure to discharge their obligations under this confidentiality clause.

　　20 NOTICES 通知

　　20.1 Any notice or other communication to be given under the Contract; (I) shall be in the English language; (ii) may be given in any manner described below; (iii) shall be sent to the Party to whom it is to be given at the address, or in accordance with the electronic messaging details set out in the Contract, or such other address as the Party has previously designated to the other in writing.

　　20.2 Any such notice or other communication shall, unless otherwise specified in the Contract, be effective if: (i) in writing and delivered in person or by courier, at the time when it is delivered; (ii) sent by telex, at the time when the recipient's answerback is received; (iii) sent by facsimile transmission, at the time when the confirmation of transmission is received; (iv) sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), at the time when that mail is delivered or its delivery is attempted (or the receipt is received); (v) sent by an electronic messaging system, at the time that electronic message is received; except that any notice or communication which is received, or delivery of which is attempted, after close of business on the date of receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where that notice or other communication is

　　to be given shall be treated as given at the opening of business on the next following day which is such a day.

　　21 CHANGE OF CONTROL 管理层的变动

　　Notwithstanding anything elsewhere in the Contract to the contrary, no actual or prospective change in the organisation, control or management of ARI (including without limitation, a change to its majority shareholding) shall affect or in any way change or modify the terms and conditions of the Contract which, regardless of such changes, shall continue in full force and effect.

　　22 ASSIGNMENT 权利和义务的转让

　　This Contract shall bind and inure to the benefit of each Party's permitted successors and assigns. Neither Party may assign this Contract, in whole or in part, without the other Party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that no such consent shall be required by ARI for; (i) any assignment in connection with a sale, merger, consolidation, or other business combination transaction, or (ii) any assignment to an Affiliate provided that such assignee party assumes all rights and obligations hereunder.

　　23 SEVERABILITY 条款的可分割性

　　If any provision or portion of this Contract is held to be invalid or unenforceable in arbitration or by any governmental or judicial authority having jurisdiction over it, the validity and enforceability of the remaining portions or provisions of this Contract shall not be affected.

　　24 WAIVERS 权利和义务不得放弃

　　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: (i) be considered to be a waiver of any subsequent or continuing breach of that provision; or (ii) release, discharge or prejudice the right of the waiving Party to require strict performance by the other Party of any other provision of this Contract. The granting of any time, forbearance, or indulgence (express or implied) including but not limited to additional time to open a letter of credit or affect due payments, shall not under any circumstances constitute

　　any variation or waiver of any right, power or remedy of any provision of this Contract, regardless of the form of such forbearance or indulgence.

　　25 THIRD PARTY RIGHTS 第三方的权利

　　25.1 No term of the Contract is intended to, or does, confer a benefit or remedy on any third party. A person, company or other legal entity that is not a party to the

　　Contract shall not have nor acquire whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise any rights in relation to the Contract.

　　Further, the Parties hereto may rescind or vary the Contract, whether in whole or in part, without the consent of any third party.

　　25.2 ARI shall perform the Contract with the Counterparty. If the Counterparty wishes to nominate a third-party to receive any benefit, or discharge any obligation,

　　under the Contract then upon request from ARI a description of the Counterparty's economic relation with the third-party shall be provided to ARI, including

　　originals of certificate of incorporation of that third-party. ARI reserves the right, in its absolute discretion, to reject any nominated third-party or to demand

　　execution of, without limitation, an indemnity and/or tripartite agreement (in ARI's chosen wording) prior to accepting the nominated third-party. Any Liability

　　associated with nomination of a third-party under this clause shall be for the Counterparty's account.

　　26 REACH 欧盟的化学品注册、评估、许可和限制规则

　　(注：REACH 是Registration, Evaluation, Authorisation and Restriction of Chemicals的缩写，全称为化学品注册、评估、许可和限制，是欧盟对进入其市场的所有化学品进行预防性管理的一部法规，于2007 年6 月1 日正式生效，对于符合物品Article定义的生产企业，需要进行SVHC(Substance of Very High Concern 高关注物质)的检测和产品的符合性评估。)

　　The Parties shall exercise reasonable endeavours to ensure that each has complied with any obligations under EU REACH legislation arising under the Contract. The Parties shall employ best efforts to provide, upon request, any cooperation, documentation, and/or information required for the requesting Party's compliance with EU REACH legislation arising under the Contract. Counterparty agrees that they shall indemnify and hold ARI harmless for any Liability which may arise, whatsoever, suffered by ARI from or as a result of Counterparty's failure to discharge their obligations under this clause and/or EU REACH legislation.

　　27 TELEPHONE RECORDINGS 电话录音

　　The Parties acknowledge and consent that ARI may electronically record telephone conversations between ARI and the Counterparty or any of the Counterparty's agents, representatives or servants. Parties consent that the electronic record may be used during any form of dispute resolution.

　　28 CHANGE IN REGULATIONS 规则的变更

　　28.1 The Parties acknowledge that ARI is entering into the Contract in reliance on the Regulations in effect on the date of the Contract which affect directly or indirectly the Contract and/or the Products sold under the Contract, including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery of the Products, insofar as such Regulations affect ARI and/or ARIs supplier(s).

　　28.2 If at any time, and from time to time, during the currency of the Contract any Regulations are changed or new Regulations have become or are due to become effective and the effect of such changed or new Regulation(s) is (i) not covered by any other provision of the Contract; and (ii) has or will have a material and/or substantial adverse effect on ARI, then ARI shall have the option to renegotiate the price(s) or other relevant terms of the Contract. Such option may be exercised by the ARI at any time after such changed or new Regulations are notified by written notice to the Buyer. Such notice shall contain the new price(s) and/or terms and conditions desired by ARI. If the Parties do not agree upon the new price(s) or terms and conditions within fifteen (15) running days after the date of ARI’s notice, either Party shall have the right to terminate the Contract with immediate effect.

　　29 LAW AND ARBITRATION 法律与仲裁

　　29.1 Where the amount claimed by the Claimant is less than USD 500,000.00 excluding interest (or such other sum as the parties may agree), the reference shall be to a tribunal of one arbitrator appointed in accordance with the LME Regs.

　　29.2 Where the amount claimed by the Claimants is equal to or greater than USD 500,000.00 excluding interest (or such other sum as the parties may agree), the

　　reference shall be to a tribunal of three arbitrators appointed in accordance with the LME Regs.

　　29.3 Nothing contained in the Contract, or in the LME Regs, shall prevent the Parties from, at any time, seeking interim relief via legal proceedings provided that

　　such legal proceedings shall be limited to (i) applications made in any jurisdiction for, or ancillary to, the obtaining of security; or (ii) applications made pursuant

　　to the courts powers under the English Arbitration Act 1996 in support of arbitration proceedings, which shall be the sole method for determining the

　　substantive merits of any dispute or claim in accordance with LME Regs.

　　29.4 The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to the Contract.