Beruflich Dokumente
Kultur Dokumente
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This Contract is made and entered into this __th day of ______, 200--- by and between
Seller Ints Corp., a corporation duly organized and existing under the laws of the Republic
of Korea, with its principal office at ------------------------------------------------------------------------------ Korea (hereinafter referred to as "Seller") and Buyer Company Limited (Name
of Buyer), a corporation duly organized and existing under the laws of the (Buyers
Nation), with its principal office at (Buyers Address) (hereinafter referred to as "Buyer").
The Seller agrees to sell and deliver and the Buyer agrees to buy and receive the following
Material mentioned hereunder in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of mutual premises and covenants hereinafter set
forth, the parties hereto agree as follows :
1.
MATERIAL:
Los Pelambres Copper Concentrates of Chilean origin (hereinafter called
Material)
2.
QUALITY:
Los Pelambres Copper Concentrates, assaying typically as commercially known.
3.
QUANTITY:
20,000 dry metric tons, plus/minus ten percent (10%), in Sellers option.
4.
SCHEDULED SHIPMENT:
F
In bulk, in two lots, approximately 10,000 dmt each, plus/minus ten percent (10%), at
Sellers option
one lot during July 200--- and one lot during November 200---.
Both Parties understood and agreed that the shipment could be delayed due to the
expansion program of the Sellers supplier (Producer) at the mine. In this case,
Seller shall provide Buyer with the evidence from the mine if requested by Buyer
C
In bulk, in two lots, approximately 10,000 dmt each, plus/minus ten percent (10%), at
Sellers option, subject to vessel availability in accordance with IMO regulation
one lot during July 200--- and one lot during November 200---.
Buyer shall advise Seller in writing of the destination port no later than ___ (__) days
prior to the month of scheduled shipment.
4.
DELIVERY:
F
In bulk, FOB ST Ventanas port.
Seller shall guarantee a minimum load rate of 6,500 WMT as per WWD SHEX UU
(weather working day Saturday afternoon, Sunday and Holiday excluded unless
used). If used, actual time used shall count as laytime. Seller shall credit Buyer
with a freight credit of Dollars 33.00 (thirty three point zero zero).
Demurrage/Dispatch shall be per Buyers charter party.
The receiving destination applicable to this Contract, shall be Asian ports, including
but not limited to India, Philippines and Kazakstan, however excluding Oman, unless
otherwise mutually agreed.
C
In bulk, CIF FO main Japanese port or parity.
Buyer guarantees to discharge at the rate of 2,500 WMT as per WWD SHEX UU
(weather working day Saturday afternoon, Sunday and Holiday excluded unless
used). If used, actual time used shall count as laytime. For Chinese ports Buyer
guarantees to discharge at the rate of 1,500 WMT as per WWD SHEX UU.
Dispatch/Demurrage shall be as per Sellers charter party.
The nominated vessel as carrying vessel shall be a single deck bulk carrier maximum
15 years old suitable for grab discharge and acceptable by Buyer. The vessel
nomination notice to Buyer shall include full vessel details including size, flag, year,
LOA(?), beam, no. of hatches/holds, type and size of gear and dispatch/demurrage
rates. Buyer shall not unreasonably withhold acceptance thereto.
Laytime for discharging in Korea, Japan or China to commence at the earlier of
discharge commencement or at 1300 hours the same day if notice of readiness
(N/R) is given on or before 1200 hours after the ship is reported and in all respects
ready to discharge and written notice tendered and accepted whether in berth or not.
N/R is to be tendered during official hours when the vessel is in free pratique. Unless
the vessel is already on demurrage, shifting time from anchorage to berth shall not
count as laytime.
5.
PRICE:
The price of the material shall be the sum of the following payable metals less the
sum or the deductions as listed below (all fractions pro-rata):
5.B) Deductions:
5.B.1
Charge:
Copper : Dollars Eighty two point seventy five ($82.75) per DMT of
Material.
5.B.2
Refining Charge:
Copper: The Refining Charge shall be Eight point Two Seven Five
Cents (8.257) per pound of payable copper.
5.B.3
6.
QUOTATION PERIOD:
The Quotation Period for Copper shall be the average of the fourth calendar month
following month of scheduled shipment.
The Quotation Period for Silver and Gold shall be the average of the calendar month
following month of scheduled shipment.
7.
PAYMENT:
7.A.1 Buyer shall remit ninety percent (90.0%) as provisional payment, within ten
(10) days after the bill of lading date concerned, to Sellers nominated
account, and against Sellers presentation of the following original shipping
documents:
1) Full set of clean, on board dated, ocean bills of lading made out to order
of shipper, blank endorsed, with notify party to be advised timely by
Buyer;
2) Sellers provisional commercial invoice;
3) Weight and Assay Certificate, issued by Producer or Independent
Surveyor at the port of loading; and
4) Certificate of Origin issued by the Chamber of Commerce in Chile.
7.A.2 The provisional payment for the Material shipped, shall be invoiced, based
upon the average prices for each of copper, gold and silver of the two (2) full
calendar weeks prior to bill of lading date, as per loaded weights and
shipment assays. The invoices and payments shall be established and
effected in Dollars and default interest on the payment shall be at the rate of
LIBOR plus ___ percent (__%) from due date to the actual payment date.
7.A.3 The provisional payment for the Material shall be made on or before the last
working day of the scheduled month of shipment even if Seller does not ship
the Material within the scheduled month due to the reasons not attributable to
Seller.
7.A.4 Final payment (difference between final weights, assays, and prices value on
Material and provisional invoice value) shall be made by the owing party,
within ten (10) days from the final weights, assays, and prices have been
determined and against presentation of the owing partys final invoice.
8.
9.
ASSAYING:
9.A.1 Assays for copper, gold and silver shall be made independently on a lot by lot
basis, from samples taken at the above operations. The results so obtained
shall be exchanged in the normal commercial manner. Should the difference
between Buyers and Sellers results be not more than:
- Copper: 0.30 Percent
- Silver: 20.00 Gram/DMT
- Gold:
0.5 Gram/DMT
then the exact mean of the results shall be taken as the agreed assays for final
settlement.
9.A.2 If differences exceed the splitting limits allowed in Clause 9.A.1, either party
may request an umpire chosen by mutual agreement, from one of the
following:
Inspectorate Griffith, Ltd., at 2 Perry Road, Witham, Essex, CM8 3TU
England; or
A.H. Knight International Ltd., at Eccleston Grange, Prescot Road, St. Helens,
Merseyside WA10 3BQ, England
9.A.3 Silver shall be assayed by commercial fire assay adjusted for cupel absorption
and slag losses.
9.A.4 Should the result of umpire assay fall between the results of the two parties
hereto, the mean of umpire assay result and the closer result of either party
shall be taken as the final assay.
9.A.5 Should the result of umpire assay coincide exactly with the results of either
party hereto, then the umpire assay result shall be accepted by both parties as
the final assay.
9.A.6 Should the result of umpire assay fall outside the results of the two parties
hereto, the partys result which is nearer to the umpire assay shall be taken as
the final assay.
9.A.7 The cost of the umpire shall be paid by the party whose assay result is further
from the umpires result, except when the umpire assay is the exact mean of
the parties assays in which event the cost shall be shared equally by both
parties.
10.
SUSPENSION OF QUOTATIONS:
Should any quotation referred to in this Contract cease to be published or cease to be
representative, Buyer and Seller shall negotiate in good faith to establish a mutually
acceptable pricing method and in the event of their inability to agree within thirty
(30) days of cessation of the quotation, the pricing method shall be determined by
arbitration conducted pursuant to arbitration as set forth in Clause 18 of this Contract.
11.
12.
INSURANCE:
F CFR
Not applicable.
CIF
Insurance for one hundred ten percent (110%) of provisional invoice value shall be
covered by Seller under their open policy against All risks in accordance with
(English) Institute Cargo Clauses of January 1, 1963, Institute War clause (Cargo),
Institute Strikes Clauses (Cargo) and against risk of spontaneous combustion.
The value to be covered by Seller in respect of each shipment shall be 110% of the
estimated value and subject to adjustment of the final value from port of shipment to
the receiving smelters yard.
13.
14.
FORCE MAJEURE:
If the performance of any obligation by any party to this Contract or Producer of
Material is hindered or prevented by reason of any of the following events, beyond
the control reasonable of the parties or Producer, including but not limited to, act of
God, strike, fire, lockout, flood, war, insurrection, mob violence, requirement of
interruption of operation at the smelter for failure of raw material supply or other
operation requirement, or any disabling cause beyond the control of Buyer, Seller or
Producer (Force Majeure), the party involving the force majeure shall notify the
other forthwith. Such notice shall set forth in reasonable detail the nature of the Force
Majeure and the best estimate by the party claiming Force Majeure of the duration
thereof. The party so affected shall not be liable to the other for damages on
account thereof. However, if Buyer has entered into a freight agreement and/or the
pricing period has commenced, Force Majeure shall not be applicable thereto.
Any event of Force Majeure so preventing or delaying the performance of any such
obligation shall entitle the party affected to suspend such performance during the
time and to the extent of the Force Majeure, provided that the party affected shall
inform the other promptly in writing or by telex or facsimile.
Furthermore if the above circumstances continue to be in force for more than six (6)
months then either party may renounce any further fulfillment of its obligations
hereunder with the exception of obligations which shall have accrued hereunder
between Buyer and seller.
15.
16.
ASSIGNMENT:
This Contract shall bind and inure to the benefit of the parties hereto, their successors
and assignees. Neither party shall assign nor otherwise dispose of any interest in
this Contract without the prior written consent of the other party, such consent shall
not be unreasonably withheld.
17.
NOTICE:
All notices, requests and other communications hereunder shall be in writing and
shall be deemed to have been duly given or made when sent by registered mail,
postage prepaid return receipt requested and addressed as follows or by telex or
facsimile:
To Seller Intl Corp. (Seller):
(Address)
To Bayer Company Limited. (Buyer): (Address)
18.
ARBITRATION:
Any dispute, controversy of claim arising out of or relation to this Contract, or the
breach, termination or invalidity thereof, which is not amicably settled within sixty
(60) days from its occurance, shall be settled by arbitration in accordance with the
Rules of Conciliation and Arbitration of the International Chamber of Commerce of
Paris as at present in force. The number of arbitrators shall be three (3); the place of
arbitration shall be in Santiago, Chile; and the language to be used in the arbitral
proceedings shall be English.
19.
CHOICE OF LAW:
The interpretation and performance of this Contract shall be governed by the laws of
Republic of Chile (without regard to choice of law rules).
20.
WAIVER:
No waiver by a party of any breach of this Contract by the other party, shall be
considered as a waiver of any subsequent breach of the same or any provision of this
Contract.
21.
DEFINITIONS:
The following terms shall have the following meanings when used in the Contract:
a) Wet metric ton or WMT means 2,204.62 pounds avoirdupois, natural state.
b) Dry metric ton or DMT means 2,204.62 pounds avoirdupois, dry state.
c) Dollars and Cents means the lawful currency of the United States of
America.
d) A troy ounce equals 31.1035 grams.
e) 1.0 Unit means a unit in which any chemical assay of concentrates is expressed
as one percent (1%) of the net dry weight of concentrates.
f) A Gram equals 1/1000 of a kilogram.
g) A calendar month refers to a named month in the Gregorian calendar.
h) A full calendar week refers to the calendar days Monday to and including
Friday.
i) A business (working) day refers to any calendar day Monday to and including
Friday, which is not a legal and recognized holiday at the point of contractual sale.
j) Platts Metal Week refers to the publication which is published every week in
London by Metal Week Journal, Ltd.
k) Date of Arrival shall be the date on which the master of the vessel tenders
Notice of Readiness, which date is stated on the Statement of Facts prepared at
the Port of Discharge and countersigned by Seller of Sellers representative.
l) Normal Office Hours means 8:00 - 17:00 hours on Monday through Friday.
22.
INTEGRATION CLAUSE:
This Contract No. __________, represents the entire agreement of the parties, with
respect to the subject matter hereof, and may not be altered or amended except in
writing, signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement in duplicate to
be executed by their duly authorized representatives as of the date and year first above
written.
By
: ________________________
Name :
Title :
By
: ________________________
Name :
Title :
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