ARTICLE 10 ASSAYS化驗

　　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.

　　任何應付金屬在化驗均應遵循由礦山和冶煉廠接收的世界通用的銅精礦和預計的裝船大小的標準。對含金、銀金屬的檢驗需使用火試金法的方法:除渣、揮發(fā)、烤缽試金

　　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:

　　為了計算每包貨物的最終付款，買賣雙方需各自自費依照條款9對樣品進行化驗。樣品密封后60天內，買賣雙方需就金、銀、銅含量交換雙方化驗結果。同樣的化驗結果需在下個工作日前以傳真方式再次交換。付款時，化驗交換的準確方式對雙方有最終約束力，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:

　　如果交換的化驗結果在超出上述范圍，且買賣雙方無法達成統(tǒng)，則需提供份由國際知名的獨立實驗室出具的仲裁分析。雙方達成統(tǒng)的可選擇實驗室如下:

　　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.

　　如果仲裁分析結果在買方結果與賣方結果之間，那么買賣雙方分析結果的平均值或最接近仲裁分析結果的數(shù)值將會做為最終分析結果并生效。否則仲裁分析結果將會做為最終分析結果并生效。除非仲裁分析結果是由買賣雙方的平均值，則此時仲裁分析費用由買賣雙方均灘。否則，仲裁分析費用由較仲裁分析結果相差遠的方承擔

　　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.

　　買賣雙方各自指定的稱重取樣代表方試驗室不可做為仲裁試驗室

　　10.6 The labs listed above shall be used in turn. 以上列出的化驗室應當依次使用。

　　ARTICLE 11 INSURANCE 保險

　　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.

　　在協(xié)議及其可用的國際貿(mào)易術語下，按照每方分別承擔的風險，買賣雙方可根據(jù)協(xié)議確保各自的風險。

　　ARTICLE 12 TITLE AND RISK所有權和風險

　　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.

　　當貨物裝進買方運輸工具，風險將從賣方轉至買方

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

　　當買方已付賣方到臨時付款后，貨物所有權從賣方轉給買方

　　ARTICLE 13 TOTAL/ PARTIAL LOSS 全部或部分損失

　　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.

　　風險轉移給賣方后，如發(fā)生全部損失或損壞，且發(fā)生在冶煉廠取樣稱重之前(根據(jù)8.2和9.1條款)。 如果全部損失或全部損壞，在滅失風險在卸貨地轉移至買方后但在冶煉廠取樣和稱重前，此批發(fā)運貨物的價值及所損失和損壞部分應由以下基礎決定：(i) 根據(jù)第7條里賣方臨時付款發(fā)票里的重量和品質結算;(ii)否則根據(jù)此協(xié)議，臨時付款和最終付款應按第7條規(guī)定結算。

　　(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.

　　風險轉移給賣方后，如發(fā)生部分損失或損壞，且發(fā)生在冶煉廠取樣稱重之前(根據(jù)8.2和9.1條款)。如果部分損失或部分損壞，在滅失風險在卸貨地轉移至買方后但在冶煉廠取樣和稱重前，此批貨物的價值及貨物損失和損壞部分應由以下基礎決定：(i)依照條款7提供賣方臨時發(fā)票貨物對應的干重。(ii)根據(jù)第10條所述的從安全到達冶煉廠的非損壞部分取樣的最終化驗結果， (iii)否則與協(xié)議條款相應。臨時付款和最終付款應當與條款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.

　　全損失或損毀發(fā)生在風險轉移給買方前，不進行臨時或最終付款。賣方應視為發(fā)給買方的貨物及合同責任全部滅失。若臨時付款己經(jīng)支付，賣方應在最終貨值確定后的5個工作日之內退款。

　　(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

　　部分損失或損毀發(fā)生在風險轉移給買方之前，最終價格按照安全交付的那部分來確定，買方僅支付安全交付部分貨款。用于臨時付款時，賣方需準備份修改過后的臨時發(fā)票，基于此協(xié)議規(guī)定的品質和重量，否則該修改發(fā)票以本協(xié)議第七條為基準。基于修改后的臨時發(fā)票和其他必要文件，買方應按期支付賣方修改后的臨時發(fā)票95%的金額。如果臨時付款已經(jīng)支付，且修改后的臨時付款發(fā)票金額低于原始臨時付款金額，賣方應在5個工作日之內，在最終價值經(jīng)雙方確認后退還。賣方應被視為已經(jīng)將丟失的貨物交付給了買方，同時不再承擔其他相關責任。

　　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.

　　在貨物遺失及損壞風險轉移給買方前，如果有任何貨物遺失或損壞，買方應依賣方書面請求，盡其最大努力協(xié)助賣方從賣方保險公司得到索賠。如果買方無義務結算或者引發(fā)其它與之相關的債務，則賣方需賠償買方任何的現(xiàn)金支付開銷或者與此相關的產(chǎn)生的合理費用。

　　在貨物損壞與遺失風險轉給買方之后，稱重與取樣之前，如果有任何貨物遺失或損壞，賣方應依買方書面請求，盡其最大努力協(xié)助買方從買方保險公司得到索賠。如果賣方無義務結算或者引發(fā)其它與之相關的債務，則買方需賠償賣方任何的現(xiàn)金支付開銷或者與此相關的產(chǎn)生的合理費用。

　　ARTICLE 14TAXES AND DUTIES稅收和關稅

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

　　貨物所有的稅收和關稅，無論是現(xiàn)有的還是新的，在中國均由買方付出。

　　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.

　　貨物所有的稅收和關稅，無論是現(xiàn)有的還是新的，在原產(chǎn)國均由賣方付出。

　　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條件超出了控制受不可抗力影響的方，包括:天災或公眾的敵人、火災、爆炸、海難、洪水、滑坡、地震、戰(zhàn)爭、流行病(土建或其它)，防暴，破壞，不利天氣條件，或禁運;

　　(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;

　　任何與礦井、鐵路、港口設施和礦井技術問題，相關的突發(fā)事件，如電源或水供應中斷，或機械故障;

　　(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:

　　任何可以得到獨立消息來源的證實的，與冶煉、交通設施、電力和水供應中斷，或機械故障相關的突發(fā)事件，顯著影響材料的生產(chǎn)

　　(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、鐵路或海運運輸中斷或延遲、材料或設備正常供應來源的不足或短缺，設備或設施故障、各種原因引起的勞動糾紛

　　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無法履行全部或部分自己在此協(xié)議下應承擔的義務(不同于現(xiàn)金支付義務)，它必須給予對方以下事項:

　　ARTICLE 16 MATERIAL ADVERSE CHANGES實質性不利變化

　　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.

　　如果在任何時候，賣方或其直接/間接股東受制于在業(yè)務，財務狀況，發(fā)展前景和信譽度方面的實質性不利變化，賣方可以書面形式通知買方其合理選擇，買方同意賣方可以考慮此變化是合約下的違約行為。此條款應適用并擴展為政治，經(jīng)濟或常規(guī)現(xiàn)狀的重大改變，亦作為賣方影響其履約的實質性變化。

　　買方應同意在此通知和終止情況下，不索賠、不罰款，不保留在終止前向賣方索賠或罰款的權力

　　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.

　　如果在任何時候，買方或其直接/間接股東受制于在業(yè)務，財務狀況，發(fā)展前景和信譽度方面的實質性不利變化，買方可以書面形式通知買方其合理選擇，賣方同意買方可以考慮此變化是合約下的違約行為。此條款應適用并擴展為政治，經(jīng)濟或常規(guī)現(xiàn)狀的重大改變，亦作為賣方影響其履約的實質性變化。

　　買方應同意在此通知和終止情況下，不索賠、不罰款，不保留在終止前向賣方索賠或罰款的權力

　　ARTICLE 17 EVENTS OF DEFAULT. REMEDIES違約和補救措失

　　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.

　　發(fā)生如下情況代表方違約:(i)己通知的協(xié)議中到期的需付款之貨款若在三個工作日內未付，則視作違約。( ii)在通知對方5個工作日后仍未履行合同項下之各自義務，則視作違約。(iii)違約方在協(xié)議下做出的任何陳述和擔保需從物質方面給出任何的證明。(iv)違約方(A)在對債權方(B)利益做出分配或任何安排時，需提交請愿書，否則在訴訟或原告起訴開始，授權，默許生效時，在保護債權人的任何破產(chǎn)或類似法律下，或有個與之相悖的申請且在30天內未撤回解除，否則會出現(xiàn)破產(chǎn)或資不低債，無力償還到期債務，提交任何破產(chǎn)行為，都會成為種解決方式。

　　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.

　　如果提前終止協(xié)議，非違約方應計算因提前終止協(xié)議導致的得失及成本，并合計成個凈數(shù)值，并通知違約方。非違約方核算應不局限于以下：i因違約方導致的直接成本，如運輸費用，倉儲費用和財務費用。ii 因在市場上銷售或尋找貨物且不經(jīng)濟而導致的得失。iii因套保導致的得失，以上為可預見的直接成本。違約方應在接到非違約方通知后5個工作日內支付該數(shù)額，包括利息及其他欠非違約方的金額。如果終止金額應支付給違約方，則非違約方應扣除違約方欠非違約方的金額減去非違約方欠違約方的金額。非違約方不應被要求支付違約方任何金額，直到非違約方收到并確認其合理的判定如下：I 違約方已經(jīng)支付了所有拖欠非違約方的金額ii 違約方其他的付款義務已經(jīng)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):

　　每方規(guī)定在此條款下規(guī)定的損失所引發(fā)的合理的費用，相關方有支付義務。發(fā)生以下情況，雙方都無責任:

　　ARTICLE 18 GOVERNING LAW適用法律

　　This Agreement shall be governed by the laws of England此合約受英國法律制約。

　　ARTICLE 19 ARBITRATION AND SOVEREIGN IMMUNITY WAIVER

　　仲裁與主權、豁免權放棄

　　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.

　　出現(xiàn)與此合同相關的任何爭議，差議或索賠時，應提交給香港仲裁機構。香港國際仲裁中心的國內仲裁規(guī)則應適用于仲裁程序。仲裁機構需在香港，且需有三名仲裁員。仲裁語言為英語。仲裁費用由敗訴方承擔，如果沒有贏方，則仲裁費用雙方按比例分攤。

　　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.

　　在仲裁過程中或之前，任意方都可以在法庭上選擇尋找其初步的或者指定的補救措施進行司法解決。

　　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.

　　買方同意仲裁法庭判決的任何決定予以強制執(zhí)行，前提是不放棄任何不可撤銷的主權豁免權。

　　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.

　　賣方同意仲裁法庭判決的任何決定予以強制執(zhí)行，目的是不放棄任何不可撤銷的主權豁免權。

　　ARTICLE 20 SUSPENSION OF QUOTATIONS暫停報價

　　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報價以任何理由暫?；虮黄渌袌鰣髢r所替代，雙方應相互協(xié)商另個彼此滿意的點價基準。如果出現(xiàn)任何問題，將交由仲裁解決。這種協(xié)商應在宣布后60個工作日內完成。

　　ARTICLE 21 ASSIGNMENT轉讓

　　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.

　　除非另方書面同意，否則買賣雙方都無權將此協(xié)議轉讓給第三方，但轉讓給Louis Dreeyfus commodities 集團公司內部是允許的。

　　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:

　　要求發(fā)出的任何通知應以書面、航空郵件，電傳或傳真，快遞，或用手寫，按如下地址交付給對方方可生效:

　　Seller: 賣方: Buyer: 買方