大豆国外采购合同（脱敏样本）

SOYBEAN GRADE 2# SALES CONTRACT (DE-IDENTIFIED SAMPLE)

Contract No.: SN-2026-DEMO-001

The Seller: Example Agri Export LLC
ADDRESS: [Redacted Street], Wilmington, Delaware, USA
TEL/FAX/E-mail: [Redacted]

HEREINAFTER CALLED "The Seller"

The Buyer: Example Protein Importers Co., Ltd.
ADDRESS: [Redacted], P.R. China
TEL/FAX/E-mail: [Redacted]

HEREINAFTER CALLED "The Buyer"

The Seller agrees to sell and the Buyer agrees to buy subject to the following terms and conditions.

1. Name of Commodity:
[Origin] [Marketing Year] crop Soybean Grade 2# GMO, fit for crushing/press.

1A. P.R. CHINA REGULATORY COMPLIANCE (IMPORT / GMO):
The Seller warrants that the soybeans supplied are eligible for export and import under **then-effective** rules of the **Ministry of Agriculture and Rural Affairs (MARA)** and related authorities, including **agricultural GMO biosafety certificates**, positive lists/notices, and **import quarantine** requirements of the **General Administration of Customs (GACC)** of the P.R. China. Food safety aspects shall comply with applicable **national food safety standards (GB)**. [This clause supersedes older references to "Ministry of Agriculture" / "Ministry of Health" naming where functions have been reorganized.]

2. Specifications and Quality of Product:
2.1 Weight/Bushel: 54 lbs/bu minimum
2.2 Protein: 35% basis
2.3 Oil Content: 18.5% basis
2.4 Moisture: 13.5% maximum
2.5 Foreign Matter: 1% max
2.6 Split: 20% maximum
2.7 Total damaged Beans: 3% maximum
2.8 Heat damaged kernels: 0.5% maximum
2.9 Poisonous seed/husks: NONE
2.10 Other color: 2% maximum
2.11 Crop: [as per contract schedule]
2.12 Phytosanitary Certificate shall indicate no radiation, no virus, no insect pests, and no poisonous materials as required by the certificate format.

The Seller warrants that all goods shall meet specifications 2.1–2.12.

If protein is between 35.00% down to 34.00% minimum, the Seller shall pay the Buyer an allowance of 1.00% of the contract value for each 1.00% protein deficient (1:1), fraction in proportion. Protein 35.00% or more shall be free to Buyer. If the content is lower than 34.00%, the Buyer has the right to reject payment.

If oil is between 18.50% down to 18.00% minimum, the Seller shall pay the Buyer an allowance of 2.00% of the contract value for each 1.00% oil deficient (1:2), fraction in proportion. Oil 18.50% or more free to Buyer. If the content is lower than 18.00%, the Buyer has the right to reject payment.

If other specifications in 2.1–2.12 could not meet the standards stipulated in the contract, the parties shall negotiate in good faith; if that fails, the Buyer has the right to reject payment.

3. PHYTOSANITARY REQUIREMENTS:
The soybeans supplied by the Seller should be substantially free from castor seed and castor seed husks at time and place of shipment as per certificate issued by CCIC or SGS at loadport. Inspection costs for Seller's account.

The soybeans shall be in sound condition, fit for crushing, without unpleasant odor, substantially free from mould, fermentation or deterioration and substantially free from live insect pests.

The soybeans shall be certified by CCIC and/or the competent authority at loadport stating that the goods are substantially free from the following diseases, pests and weeds dangerous to plants in accordance with the regulations of the agricultural competent authority of the P.R. China:

3.1 Tobacco Ringspot Virus
3.2 Cuscuta Spp.
3.3 Sorghum Almum Parodi
3.4 Sorghum Halepense (L.) Pers.
3.5 Tomato Ringspot Virus
3.6 Phytophthora Megasperma Dreschsl F. SP Glycinea Kuan & Erwin
3.7 Callosobruchus Analis (Fabricius)
3.8 Callosobruchus Phaseoli (Gyllenhall)
3.9 Southern Beans Mosaic Virus
3.10 Arabis Mosaic Virus

The above shall be stated in the phytosanitary certificate issued by CCIC and/or the exporting country's official authority.

If any of the above listed diseases or pests is found at the port of discharge as per statutory inspection by the Customs authority of the P.R. China (including functions formerly performed by CIQ), the Buyer shall be entitled to reject the goods and payment and claim against the Seller for damage.

4. CHEMICAL RESIDUE REQUIREMENT (ALIGNED WITH CURRENT P.R. CHINA MANDATORY STANDARDS):
Chemical residues (including pesticide MRLs, veterinary drug MRLs and contaminants) shall comply with the **national food safety standards of the P.R. China in force at the date of import**, including without limitation **GB 2763** (pesticide MRLs), **GB 2762** (contaminant limits), and other applicable GB standards and GACC/MOA announcements. Where any numeric limit in an earlier draft conflicts with mandatory national standards, the **stricter and later-effective mandatory requirement** shall prevail.

Certificates from CCIC or SGS or other mutually agreed independent surveyors at loadport shall state compliance with the above framework; inspection costs for Seller's account.

If statutory inspection at destination by the Customs authority shows non-compliance with applicable mandatory standards, the Buyer may reject the goods and payment and claim against the Seller.

The Buyer may, at its expense, have a witness present at loading, but such witness shall have no authority over documentary procedures, which shall be carried out by CCIC or the competent authority as agreed.

5. QUANTITY AND UNIT PRICE:
ORIGIN: [as agreed]
QUANTITY: [___] metric tons, 5% more or less at contract unit price
PACKING: In bulk
UNIT PRICE: CIF [Destination Port, P.R. China] Incoterms® 2020 — US$ [___] per metric ton
TOTAL VALUE: US$ [___] (±5% allowed)
SHIPMENT: Within [___] days after issuance of the Buyer's L/C, from [load range, e.g. Pacific Coast ports of the United States]

6. PAYMENT:
In US Dollars, by irrevocable non-transferable documentary L/C for 100% of contract value at sight. Payment (±5% vs total contract value allowed) against documents under 7.1–7.16.

6.1 L/C available with any bank for negotiation.
6.2 Charter Party Bill(s) of Lading acceptable.
6.3 Third party documents acceptable except invoice and draft.
6.4 5% more or less in both total quantity and total invoice amount acceptable.
6.5 Inconsistent shipper name or consignor on documents acceptable.
6.6 The bill of lading date from the last load port shall be the basis for shipment date under this contract, **consistent with UCP 600 and applicable ISBP** (as incorporated in the credit).
6.7 Documents showing quantity in metric tons and/or mt and/or lbs and/or pounds and/or kilos and/or bushels acceptable, provided metric tons also stated.
6.8 Multiple B/L totaling loaded quantity not acceptable.
6.9 Bank charges: Buyer's bank charges for Buyer's account; Seller's bank charges for Seller's account. Amendment charges for account of the faulty party.
6.10 Documents in local language with English translation acceptable.
6.11 Document copies, if accepted by Buyer, acceptable.
6.12 All documents including B/L showing destination as agreed.
6.13 As per FOSFA practice, extension of latest shipment up to 8 days may be agreed; if used, deduction from invoice: 0.5% for 1–4 days; 1% for 5–6 days; 1.5% for 7–8 days.

7. DOCUMENTS REQUIRED FOR PAYMENT:
7.1 Signed commercial invoice, 3 originals + 3 copies
7.2 Full set of Bill(s) of Lading, 3 originals + 3 copies, to order of L/C issuing bank, clean on board, blank endorsed, notify applicant, freight prepaid
7.3 Certificate of origin, 1 original + 3 copies
7.4 Certificate of quantity at loadport (CCIC/SGS), 1 original + 3 copies
7.5 Certificate of quality (oil/protein per contract) at loadport (CCIC/SGS), 1 original + 3 copies
7.6 Certificate of chemical residues at loadport (CCIC/SGS), 1 original + 3 copies, meeting Article 4
7.7 Phytosanitary certificate, exporting country official, 1 original + 3 copies
7.8 Hold inspection certificate, first-class independent surveyor, 1 original + 3 copies
7.9 Certificate of non-wooden packing (if applicable), 1 original + 3 copies
7.10 Fumigation certificate (if applicable), 1 original + 3 copies
7.11 Insurance policy/certificate, blank endorsed, 1 original + 1 copy
7.12 Packing list, 1 original + 3 copies
7.13 Crop year certificate, 1 original + 3 copies
7.14 Seller's certificate that 1/3 set of docs 7.1–7.14 sent to Buyer within 5 days after shipment
7.15 Weight certificate issued by **Customs authority** at destination (successor functions to former CIQ), 1 original + 3 copies
7.16 Quality certificate at destination issued by **Customs authority**, showing oil, protein, moisture and other indices per contract, 1 original + 3 copies

Documents 7.15–7.16: execution as agreed in L/C. 1/3 set of 7.1–7.14 to Buyer at least 5 working days before vessel arrival for verification.

8. OTHER CONTRACTUAL DOCUMENTS:
Seller to present to Buyer at least 5 banking days before arrival:
8.1 Vessel class certificate (e.g. Lloyd's 100A1 or equivalent) and P&I entry
8.2 Seaworthiness / vessel age certificate
8.3 Copy charter party and stowage plan
8.4 Shipping note copied to Buyer within loading period

9. SHIPPING TERMS:
9.1 No later than 48 hours from completion of loading, the Seller's agent shall telex, fax or e-mail the Buyer or Buyer's agent at the designated port of discharge, advising: name and flag; vessel's position; sailing date; expected arrival; capacity; number of hatches and/or cargo chambers; contract No.; commodity name; loaded gross and net quantity; bill of lading number and date.

9.2 The master of the performing vessel shall tender notice of readiness (NOR) to discharge in writing or by cable or fax to the vessel's agent during ordinary office hours 08:00 to 17:00 Monday through Friday, whether in berth or not (WIBON), whether in port or not (WIPON), whether customs cleared or not (WCCON), whether in free pratique or not (WIFPON). Lay time shall commence at 08:00 on the next business day. Time used shifting from the outermost anchorage/waiting area to berth counts as lay time. If the vessel cannot proceed to berth due to tide, pilot/tug availability, port authority restrictions, or reasons beyond Owner's control, such time counts as lay time.

9.3 The vessel's master shall give 15, 10 and 7 days provisional notices and 72, 36 and 24 hours' final notices of ETA at the port of discharge.

9.4 Buyer guarantees channel access (e.g. 12.5 m SWAD), LOA and beam at discharge port. Lighterage/lightening, if any, for Buyer's account.

9.5 Discharging at the rate of [e.g. 6,500] metric tons per weather working day of 24 consecutive hours, Saturdays, Sundays and holidays excluded unless used. If Buyer fails to discharge at the agreed rate, Buyer pays demurrage as per charter party. If Buyer exceeds the rate, Seller pays dispatch at one-half demurrage on time saved. Demurrage/dispatch rates declared to Buyer within 5 working days after B/L date. Demurrage paid by Buyer to Seller; dispatch paid by Seller to Buyer; settlement within 30 days after presentation of laytime SOF/NOR signed by Master/Agent and commercial invoice.

9.6 Seller warrants the vessel shall be no more than 20 years of age. OAP for vessels over 15 years for Seller's account; maximum premium [e.g. USD 10,000]; settled 10 days after Buyer presents relevant documents. Geared/gearless at Seller's option. Vessel seaworthy and suitable for grab discharge.

9.7 Buyer responsible for all stevedoring at destination; berthing location determined before vessel leaves port of origin.

9.8 Transshipment and partial shipment not allowed. No other cargo in the same hatches as the product.

9.9 After shipment the vessel shall sail directly to the port of destination unless the contract provides otherwise; the vessel should not call at intermediate ports on the route without agreement.

9.10 Any lighterage and/or port dues, risks and time at discharge for Buyer's account.

9.11 If the vessel shifts between berths at discharge, expenses for Buyer's account.

9.12 Seller shall endeavor to appoint Buyer's suggested shipping agent at discharge; final decision at Seller's option and Seller's cost.

9.13 The loading port shall be: ________________

10. INSURANCE:
Seller arranges insurance for Seller's account; policy in Seller's name; 110% of invoice value against all risks and war risks; claims payable in China in contract currency.

11. FORCE MAJEURE:
As per **FOSFA** force majeure clause (parties to specify edition in schedule).

12. LIQUIDATED DAMAGES / NON-PERFORMANCE:
If Buyer opens L/C per contract but Seller fails to ship by last shipment date (including any agreed extension), Buyer may call any operative performance security. If destination **Customs** weight/quality results do not match loadport CCIC/SGS within contract tolerances, Buyer may reject goods and payment and claim.

13. ARBITRATION (UPDATED INSTITUTIONAL REFERENCE):
Any dispute arising out of or in connection with this contract shall be referred to and finally resolved by arbitration administered by the **Hong Kong International Arbitration Centre (HKIAC)** in accordance with the **HKIAC Administered Arbitration Rules** in force at the date of the Notice of Arbitration. The seat of arbitration shall be **Hong Kong**. The award shall be final and binding. Arbitration costs generally follow the award unless the tribunal decides otherwise.

[Schedule note: Parties may substitute **CIETAC Hong Kong Arbitration Center** or another Hong Kong institution by written amendment.]

14. OTHER TERMS:
Seller responsible for export licences, taxes and restrictions at origin; **GMO documentation and Chinese import approval requirements** (including **agricultural GMO biosafety certificate** and related MOA/GACC requirements in force at shipment) shall be satisfied; certificates from CCIC/SGS or agreed bodies as per credit.

Buyer responsible for import licences, taxes, restrictions at destination, including labelling and domestic inspection certificates as required. Failure to obtain permits (except due to force majeure as defined) shall not excuse performance unless otherwise agreed.

15. EXECUTION / DOCUMENT FLOW:
Seller shall send full set of originals for customs and inspection (covering 7.1–7.14) to Buyer within 7 days after shipment as needed for clearance. Docs 7.15–7.16 presented through banking channels as per L/C.

16. ASSIGNMENT:
Buyer may assign rights (not obligations) to an affiliate with Seller's written consent; assignor remains jointly responsible unless released.

17. BANKING DETAILS:
[Redacted — to be completed by parties under KYC/AML policies]

18. SIGNATURES:
This contract is [___] pages, four copies, effective when signed. Amendments in writing signed by both parties. If bilingual, **English version prevails** in case of conflict (unless parties agree otherwise in writing).

SELLER: Example Agri Export LLC                    BUYER: Example Protein Importers Co., Ltd.
By: _________________________                      By: _________________________
Date: _________________                            Date: _________________