Uranium Ore Concentrates Sale Agreement
作者:佚名 | 来源:Agreement between | 发布时间:2006-3-2 3:30:25 | |
Uranium Seller
and
Uranium Buyer
for the sale of
natural uranium ore concentrates
Uranium Ore Concentrates Sale Agreement
THIS URANIUM ORE CONCENTRATES SALE AGREEMENT is made and entered into as of __________, 2000 between Uranium Seller, a company organised and existing under the laws of Uranus (herein referred to as Seller), and Uranium Buyer, a corporation organised under the laws of ???.(herein referred to as Buyer), referred to herein individually as Party and collectively as Parties as the context requires.
1.Quantity
Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase, take delivery of, and pay for a quantity of ???? (???,???) lbs of natural uranium ore concentrates (herein called U3O8) The U3O8 shall be of ?? origin, Euratom Obligation Code ? and shall be legal for import into and consumption in the United States in the form of natural U3O8 without tariff or duty, and without any restriction on its sale or use.
2.Delivery
Seller shall deliver the U3O8 to Buyer by means of a book transfer to Buyer’s account at Uranium Converter on ???. The U3O8 shall have been physically delivered to and accepted by Uranium Converter without any condition or surcharge.Delivery by book transfer shall be deemed to have occurred upon receipt by Buyer of a written confirmation from Uranium Converter that the U3O8 has been transferred to Buyer’s account.
3.Purchase Price and Payment
3.1Buyer shall pay to Seller for each lb of U3O8 delivered a price of US-Dollars ??.?? (herein referred to as Purchase Price). The Purchase Price includes all costs associated with the U3O8 prior to and concurrent with delivery in accordance with Section 2 hereof.
3.2Buyer shall pay to Seller 100 per cent of the Purchase Price multiplied by the number of lbs U3O8 delivered, by wire transfer to a bank and account designated by Seller no later than 30 working days after receipt of confirmation from Uranium Converter of the delivery and receipt of a timely invoice to be sent by Seller to Buyer.
4.Warranties
4.1Seller warrants to Buyer that Seller possesses or will possess such ownership and/or other rights to the U3O8 that Seller can legally sell and deliver the U3O8to Buyer. Seller warrants to Buyer that the U3O8 will meet Uranium Converter’s standard specifications for U3O8 in effect as of the date of the delivery.
4.2Seller warrants to Buyer that title to the U3O8 will be transferred to Buyer free from any charge, lien, mortgage, adverse claim against title, or encumbrance, whatsoever.
4.3Seller further warrants that no portion of the U3O8 has been or shall be obtained under or through any arrangement, swap or exchange designed to circumvent the export limits of the Suspension Agreements, as amended, which have been entered into and are still in force on the date of delivery between the United States Department of Commerce and the Republics of Kyrgystan, Russia and Uzbekistan concerning the import of uranium into the Unites States of America, or any other applicable laws or regulations.
5.Title and Risk of Loss
Title to the U3O8 and, as between Seller and Buyer, all risks of loss of or damage to such U3O8, shall pass from Seller to Buyer upon delivery as per Section 2 hereof.
6.Delays
In the event of any delay in the performance by Seller of its obligations hereunder, Seller shall immediately notify Buyer of such delay and there shall follow consultation between the Parties as to how best to overcome and minimize the delay.
7.Assignment
No right or obligation of either party under this Agreement may be assigned to any third party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld.
8.Taxes
The Purchase Price includes all taxes imposed on the U3O8 to be delivered hereunder, while title to such U3O8 remains with Seller, as well as any taxes imposed on or with reference to the performance of Seller's obligations hereunder. Buyer shall be responsible for all sales or use taxes imposed on the U3O8 coincident with or subsequent to transfer of title to such U3O8 to Buyer.
9.Governmental Authorisations, Laws and Regulations, Regulatory Approval.
Each Party hereto shall obtain, or cause to be obtained, any and all licenses or other authorisations, that may be lawfully required by any governmental agency in order that the transfer of its uranium as contemplated herein may occur and that the obligations of the respective Parties can be performed hereunder.
10.Safeguards
10.1On the territory of the Member States of the European Atomic Energy Community (EURATOM), the material under the scope of this Agreement as well as products derived therefrom shall be subject to the safeguards provisions of the EURATOM Treaty and the relevant regulations of the Commission of the European Communities as well as the related agreements entered into by the European Atomic Energy Community, the Member States and the International Atomic Energy Agency/Vienna. Moreover, the relevant safeguards provisions contained in the international agreements concluded by the European Atomic Energy Community will apply, as the case may be.
10.2If exported from the Community, the material and products derived therefrom shall be subject to the obligation of exclusive use for peaceful non-explosive purposes and the IAEA safeguards.
11.Event of Force Majeure
11.1Subject to Section 11.2, if performance of this Agreement or of any obligation hereunder by either Party is prevented through any cause arising from or due to circumstances beyond its reasonable control (hereinafter called "Force Majeure"), which circumstances shall include but not be limited to war, hostile or criminal act, revolution, riot, civil commotion, blockade, embargo, act or restraint of government or damage by fire, flood, explosion or natural catastrophe, it shall upon giving notice to the other indicating the cause and likely duration of non-performance:
11.1.1be excused from such performance to such extent and for such period as may be reasonably necessary in the circumstances; and
11.1.2have no responsibility to the other party for the financial or other consequences of non-performance.
11.2The Parties shall consult together as soon as practicable after receipt of the aforementioned notice with the object of reaching agreement on any means by which the cause or consequence of non-performance may be overcome or alleviated.
11.3In the event that the period of Force Majeure continues for more than 3 months then the Party not having declared Force Majeure may terminate this Agreement by giving thirty days written notice to the other Party.
12.Limitation of Liability.
In no event shall either Party be liable to the other Party whether in contract, tort (including negligence) or otherwise for incidental, special, economic, indirector consequential damages arising out of or in connection with the performance or non-performance of its obligations under this Agreement including such damages as aforesaid as may be reasonably foreseeable at the date hereof.
13.Applicable Law
This Agreement shall in all respects be governed by the Laws of ???.
14.Confidentiality
This Agreement contains confidential business information (including, but not limited to, price, terms and conditions) the disclosure of which could cause substantial damage to either Party. The existence of and the terms and conditions of this Agreement shall be subject to strict confidence and neither this Agreement nor the information contained herein may be disclosed to any third parties (including consultants or advisors retained by either Party) without the express written consent of the other Party. Furthermore, neither Party shall report any information related to this transaction in any market report nor disclose or report same to any industry reporting organization or company.
15.Notices
15.1All notices or other communication required or which may be given hereunder shall be addressed and forwarded as follows:
If to Seller:Uranium Seller
Attn:
Fax:
If to Buyer: Uranium Buyer
Attn:
Fax:
15.2Any notice, invoice, or other communication hereunder shall be deemed to have been properly transmitted when sent by mail, facsimile, e-mail, or any other form of written communication, and shall be deemed to have been given on the date of receipt.
16.Waiver
The waiver by either Party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provision nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege it has or may have hereunder operate as a waiver of any breach or default by the other Party.
17.Invalidity and Severability
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not effect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
18.Arbitration
All disputes, differences or questions between the Parties to this Agreement with respect to any matter or thing arising out of or relating to this Agreement which the Parties themselves can not resolve shall be finally settled in ??? under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The hearing shall be conducted in the English language.
19.Entire Agreement
This Agreement contains the entire agreement between the Parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the subject matter hereof. No amendment, modification, or extensions of this Agreement or waiver of any of the terms and conditions hereof shall be binding upon either Party unless it is executed in writing by both Parties.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their authorised representatives, respectively, as of the day and year first above written.
Uranium Seller
By: By:
Name: Name:
Title:Title:
Uranium Buyer
By: By:
Name: Name:
Title:Title: