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DATE: 14 March 2017

SALES AND PURCHASE DRAFT CONTRACT


USED RAILS R50-R65
SELLER CODE: XXXXX
BUYER CODE: XXXXXXXXXX

THIS AGREEMENT MADE AND ENTERED INTO ON 14 March 2017- BY AND


BETWEEN:

SELLER NAME AND ADDRESS:


SELLER:
REPRESENTED BY
ADDRESS:
Tels:

BUYER NAME AND ADDRESS:


BUYER: XXXXXXXXXXXXXXXXXXX
REPRESENTED BY: XXXXXXXXXXXXXXXXXXXX
ADDRESS: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Tel: XXXXXXXXXXXXXXXXXXXXXX
FAX: XXXXXXXXXXXXXXXXXXXXX
E-Mail:

Whereas:

(1) All parties confirm that each is fully empowered, legally qualified, and duly
authorized to execute and deliver this document, and to be bound by its terms
and conditions.

(2) The Parties hereby warrant and declare that all funds applied in the conduct
of this transaction are good, clear, clean authentic, legally earned and of non-
criminal origin.

(3) The Parties hereby warrant and declare that the transaction and contract are
not entered into in order to facilitate and advance terrorist activities, drug
trafficking and/or illegal arms dealings.

(4) The parties have by mutual request to each other reached agreement for the
purchase and sale of specified commodities In consideration of the

SELLER BUYER 1
representations, warranties, covenants and agreements made by and between
the parties, it is hereby agreed that the parties shall proceed to execution on the
following terms and conditions.

1. COMMODITIES UNDER SALE: USED RAILS R50-R65 IRSI CODES

2. COUNTRY OF ORIGIN: RUSSIA .

SPECIFICATIONS, QUALITY AND STANDARD:

ISRI USA GOST 2787-75 Russia


R50-R65 - IRSI CODES
The chemical composition is the standard for R-50 R-65 Tee rails original
weigh 50 pounds per yard or heavier, length 1.50 meters long and over.
Material to be suitable for re-rolling into bars and shapes. Free from bent and
twisted rails, frog, switch and guard rails, rails with split heads and broken
flanges. Continuous welded rail may be included provided no weld is over 9
inches from end of the piece of rail. Free from Fluff, Non ferrous inclusions,
excessive rust and other impurities. Free from war and explosives, shells,
cartridges, other arms and ammunitions used or otherwise and any closed
containers. Free from any radioactive materials, any harmful chemicals,
substances, and coatings any organic waste any other harmful substances.
Dirt, dust, rust fluff and other impurities not allowed over 0,5 %. The rails are
to be neatly bundled and secured with iron wire or straps, provided with
adequate lifting hooks. Individual bundles not to exceed 5 MTW.

Used Rails R50 - R65


Chemical Composition Used
Rails: C: 0,54-0,82
Si: 0,18-0,40
Mn: 0,60-1,05
S: 0.04 max
P.: 0,035 max
As.: 0,01 max of Mass share

4. QUANTITY AND DELIVERY

Quantity XXXXXXXX
Destination Port XXXXXXXXX
Quantity Total XXXXXXXXXX
SELLER BUYER 2
Duration XXXXXXXXX
Paking XXXXXXXXX

5. UNIT PRICE and TOTAL VALUE AND VOLUME OF THE DRAFT


CONTRACT:

a) Unit Price:305US$ per metric ton CIFRI ZHAO CHINA PORT


20.000 MT volumes by weight: CIF USD$ 6.100.000 One month delivery.
(XXXXXXXXXXXXXXXXXXXXXXXXXXXXX) United State Dollars only

b) Total Contract 240.000 MT Value of the Contract: US$ 73.200.000


(XXXXXXXXXXXXX) United States Dollars only

6. TRANSACTION PROCEDURES:

1. Buyer confirms soft offer and issues an LOI, ICPO, and SBCL addressed to
the Seller.
2. Seller issue FCO to Buyer.
3. Buyer Sign FCO and return to Seller with a Letter of Acceptance.
4. Seller issues draft contract open for amendments.
5. Buyer return signed draft contract.
6. Seller and Buyer exchange legalized and registered contract through courier
and lodge contract in respective Banks.

7. Buyer Bank issues Operative, Irrevocable, Revolving, Transferable,


Divisible, Conforming, Documentary letter of credit. Seller Bank reply with a 2%
Performance Bond to buyer and the assignee names by means of prime 25 first
world ranking banks guarantee Model ICC MT 103\ TT acceptable in written by
Buyer and if the seller fail to supply the cargo of the product this 2% will be paid
to buyer.
8.
8. The SGS inspection will be borne by the Seller at the loading seaport and
Buyer at the unloading seaport.
9. Buyer Shipment commence as per contract. Buyer release payment to the
Seller. Shipment Delivery per shipping schedule program via Swift Fund Transfer
100% payable at sight against shipment documents.

7. PORT OF DISCHARGE (DESTINATION PORT): CIF

8. DISCHARGING RATE: BUYER COST

9. LOADING PORT: PORTS OF RUSSIA

SELLER BUYER 3
10. LOADING AND DISCHARGING TERMS: CIF

a) Terms and conditions of loading and discharging inclusive of loading


rate/discharging rate shall be compliant with the rules and norms of the port of
loading and discharging and shall in be in accordance with INCOTERMS 2000.
Any demurrage incurred at the port of loading will be at Seller costs. Any
demurrage incurred after the free demurrage period at the discharging port will
be on Buyer account.

b) All provisions included in the Delivery Schedule will be observed by both Buyer
and Seller and breaches in the provisions shall be subject to penalties as per the
penalty clause of this contract.

c) The Parties may agree upon the extension of the delivery period. On this
event, the Party responsible for the delays (Seller in delivery or Buyer in
unloading) shall bear the costs for the extension of the validity of the letter of
credit or any payment instrument acceptable by seller.

11. GUARANTEE OF PAYMENT BY BUYER:


Payment for each monthly consignment in favor of the Seller in the approximate
amount shall be effected by Irrevocable, SBLC equal to the value of 1 month
shipments, 100% payable at first sight.

12. PAYMENT TERMS AND CONDITIONS:


Payments due under this contract shall be executed by an Irrevocable,
Transferable, Divisible, and Conforming letter of credit value 100% at first sight.
Collection of payments for shipments by the Seller shall proceed by the
presentation of documents specified in the Transferable letter of credit by Seller?
bank to the Buyer issuing bank.

13. BANK CHARGES:


Bank charges for any amendments of the letter of credit value 100%. Payable at
Sight shall be borne by the Party at fault, being the party whose act or
commissions have necessitated the changes.

14. SHIPMENT:

a) The first shipment of (0,000 Metric Tons), (+/-5%) shall be delivered within 25-
30 days from the receipt of SGS report at the port of loading.

b) INSURANCE:

The seller shall pay for the insurance for not less than 35 %( Thirty Five) per cent
and no more than 110 % (One Hundred Ten) per cent of the contract value of the
total contract shipment covering W.P.A. risks.

SELLER BUYER 4
c) The Seller shall inform the Buyer by email or fax the exact time of departure of
the vessel at the loading port, voyage itinerary and routing and estimated time of
arrival at the port of discharge designated by Buyer, within 72 hours of
notification for the Buyer to make necessary arrangements.

15. SHIPPING DOCUMENTS:

Buyer bank shall make payment to Sellers bank upon presentation of following
shipping documents by the Sellers Bank to the Buyer designated bank:

a) Original signed and stamped commercial invoice covering the description, unit
price, loading quantity, total amount and copies each in triplicate (3/3) issued by
the Seller.

b) Original signed and stamped packing list indicating total shipped on board
quantity, and copies each in triplicate (3/3) issued by the Seller.

c) Original signed and stamped survey report and copies each in triplicate (3/3)
issued by Society Generate de Surveillance (SGS) at loading port. (SGS is at
Seller? costs)

d)Signed and stamped quality & Quantity inspection certificate and copy each in
triplicate (3/3) issued by Society Generate de Surveillance (SGS) inspection
certificates at loading port, SGS is at Seller costs,

e) One original Signed and stamped quality inspection certificate issued by via e-
mail

f) One original and three copies (1/3) of certificate of origin issued by Chamber of
Commerce of loading country.

g) Full (3/3) set of original of clean shipped on board bill(s) of lading, made out to
Buyer and blank endorsed, signed and stamped by the shipmaster, Showing
notifying Buyer marked cean Freight prepaid.

h) One original and three copies (1/3) of pre-shipment inspection certificates


issued by SGS certifying that the commodity is free from radioactive materials,
free from closed containers and any explosive materials, free from materials that
will cause environment pollution and certifying that shipped materials are in
conformity with USED RAILS R50-R65 ISRI CODES

i) Certificate of non-wood substance in two (2) originals to be issued by the


Seller.

SELLER BUYER 5
j) Seller / Beneficiary certificate including courier receipt certifying that a full set of
non-negotiable shipping documents and full set of original clean on board ocean
bill of lading has been sent directly to the Buyer by courier service within the next
four (4) banking days from the date of loading.

k) One copy of shipping advice bearing the vessel name and registration number
and date; weight shown on the Bill of Lading, the Contract number and
Transaction Code, name of commodity; invoice value; ETA to the discharging
port as sent to the Buyer within three (3) working days after shipment date.

AQSIQ Certificate will be provided if needed, but not before the Non-Operative
BSLC is provided.

16. WEIGHT SURVEY:

Weight for invoice purposes shall be established at the loading port by Society
Generate Surveillance (SGS), the report of survey at the loading Port shall be
for Invoicing only, and SGS issued at the Seller account.

17. INSPECTION: BY SGS (RUSSIAN BRANCH) OR BUYER GOVERNMNET


AUTHENTICATE INSPECTION COMPANY.

a) Access for goods Inspections sought by the Buyer and/or its representatives
shall be granted only after confirmation from the ARMEN RUSSI of the
transaction code for legitimate purchase of scrap metals from the Russian
Territory been issued to the buyer by the rnema russi the fee will also be paid by
the

b) Inspection shall be done at port of loading by Society Generate Surveillance


(SGS) The Seller will pay inspection fee for SGS only at the loading port. Weight
inspections respectively done by SGS at the loading port shall be final and
binding upon both Parties on any issues relating to weights and measures of the
quantity or quality of goods delivered.

18. IMPORTATION ARRANGEMENT:

a) Buyer understands and acknowledges full responsibility for the prompt


settlement and/or discharge of any import tariff (value added tax), custom duty,
terminal handling charge, and/or demurrage charges arising at the port of
discharge.

SELLER BUYER 6
b) Buyer understands and acknowledges full responsibility for the prompt
procurement of such import licenses and/or permit (quota) required for
processing the goods at the port of discharge.

19. QUANTITY ADJUSTMENT:

a) The Parties agree and commit to respond to each other promptly on all issues
giving rise to a need for quantity adjustments in the course of shipments.

b) No action shall require to be taken by the parties in relation to adjustments


where any deviation in weight or quantity delivered does not exceed 0.1%.

c) Any issues relating to the weight or quantity deviations shall be resolved by


reference to SGS quantity surveys executed at the port of loading and by
reference to certificates based on surveys at the port of discharge issued by the
Administration of Quality Supervision,

20. QUALITY CLAIMS:

a) In the event of any intention to proceed with a claim relating to the quality of
goods delivered, the Buyer shall notify Seller immediately in writing by fax and
then by registered post or by courier service and provide a certified true copy of
the quality survey report relied upon and being one issued by SGS. Delivery of
the true copy of the survey report shall in any event be no later than within 45
days from the date of discharge at destination port.

b) Seller shall at all times provide the Buyer with a full response to all quality
claims including an explanation of its own findings in investigation of the causes
of any quality deficiency and its views and remedial measures on the same within
10 days from the date of receipt of the quality survey report.

c) In the event of a finding after surveys that there is indeed a quality difference
from the agreed specifications in a delivered shipment, compensation shall
automatically become payable to the Buyer.
Such compensation shall provide an indemnity for all provable loss and damage
suffered by the Buyer on account of the deficient quality. Such compensation
shall be deemed separate from indemnities for legal and other reasonably
foreseeable expenses incurred by Buyer in recovering such compensation due.

21. DEDUCTIONS FROM FINAL WEIGHTS:

a) The total weight of foreign materials found in shipments shall at all times be
deducted in the calculation of the final landing weights of scrap steel delivered.
Such foreign materials may include but shall not be limited to dust and dirt, mud

SELLER BUYER 7
and sand, scale slag, dross, mash, wood, plastic, oily parts, grease, alloy, and
other non-metallic substances.

b) The final weights of delivered scrap steel to be disclosed on SGS certificates


issued at the port of delivery shall not include all such foreign materials. Such
final weights shall be deemed to be those disclosed on each SGS certificate
issued at the port of discharge.

c) The total amount of such foreign material as shall in the event be found should
not exceed 0.1% of the weights disclosed on the Bill of Lading (B/L Weight). In
case the foreign material weight amounts to more than 0.1% of the B/L weight for
the goods, the Buyer shall immediately fax a certified true copy of the SGS
certificate to the Seller for adjustments to be effected.

d) Seller shall refund such repayment as may be found to be due to the Buyer on
any adjustments being made within 5 working days in the event of this occurring
on a one off shipment or if this were to occur on the final shipment.

22. LATE DELIVERY AND PENALTY:

a) In the event of Sellers partial failure in performance with delivery terms of the
Contract and such partial failure is traceable to causes other than force majeure
and such failure further results in a late delivery, the Buyer shall be entitled to
serve Notice to Seller of such provable loss as has arisen and seek an indemnity
for the same by means of a formal claim for an indemnity to the Seller. Such
claim shall be settled no later than 31 days after delivery.

b) A penalty charge shall be levied against the Buyer at the rate of 0.3% of total
value for every day the shipment is delayed as a result of the Buyers acts or
omissions. This said penalty shall be calculated from the 1st day after the latest
date of shipment fixed under this Contract.

23. NOTICE OF SHIPMENT:

a) On completion of loading, the Seller shall serve the Buyer a formal Notice of
Loading within 72 hours of such completion and by means of a e-mail providing
one copy of the shipping advice including the vessel? name and other
identification and registration particulars; B/L number and date; B/L weight; the
Contract number and Transaction Code, name of commodity; invoice value; ETA
port of the discharge.

b) After giving Notice of Loading, Seller shall e-mail to the Buyer a copy of the
complete set of documents covering the shipment no later than three (3) working
days after giving such Notice and shall in any event send a set of the said
documents to the Buyer by DHL or similar courier service within the next four (4)
working days after shipment.

SELLER BUYER 8
24. ADVICE OF ETA:

The Seller or the Vessel Master shall give notice of the vessel expected time of
arrival (TA by fax to the Buyer, 5 days, 72 hours, and 24 hours respectively
before ETA at the discharging port.

25. SHIPMENT:
Shipment of goods must be completed under this contract and Trans-shipment
should not be permitted, unless both parties agreed in the course of shipment
processes in this contract.

26. PARTIAL SHIPMENT : shall be permitted under this agreement subject to full
notice of intention to proceed by such means being given by the Seller to the
Buyer with explanation should this ever be necessary.

27. NOMINATION OF THE CARRYING VESSEL:

a) The carrying vessel shall be 40ft containerized being seaworthy and in good
technical condition or any other approved vessel.

b) In the event, overage premium, if any, shall be for the account of Seller.

c) Prior to shipment, the Seller shall give full Notice of the Particulars of the
Carrying Vessel to the Buyer by e-mail or fax and such detailed particulars shall
include its name, nationality, age, LOA, beam, laden, the number of hatches,
expected date of loading, contract number and the quantity to be loaded, copy of
the registration details of the vessel.

d) The Buyer shall acknowledge receipt of the Notice of the Particulars of the
Vessel within 48 hours after receipt of the Seller Notice and nomination. In the
event that the Buyer does not respond with a Notice giving details of objections
to the vessel nomination within 48 hours after receipt of the Seller Notice and
nomination, the vessel shall be deemed to be acceptable to the Buyer for the
purposes of the execution of shipment required under this contract.

29. TITLE AND RISK:

a) Title with respect to each specific shipment shall pass from the Seller to Buyer
upon Sellers bankers receipt of the full payment transfer due against the specific
payment.

b) All risks with respect to a shipment shall pass to the Buyer at the place of
loading port and at the time of loading of Goods from the loading devices into the
Vessel.

SELLER BUYER 9
30. FORCE MAJEURE:

a) The current standard International Chamber of Commerce (ICC) terms on


force majeure shall apply to this contract and the Force Majeure Clauses of the
ICC shall be deemed to be incorporated in this contract

b) Neither Party shall be held responsible for the settlement of loss or damage
arising through the failure of performance of obligations under this Contract.
c) In the event of the occurrence of an event amounting to force majeure and
being one affecting the execution of obligations under this contract notice of such
event together with a certificate confirming the same and issued by the
government authorities or local chamber of Commerce of the Party concerned
shall be deemed to adequate evidence of the event.

d) In the event of the occurrence of an event properly defined as amounting to


force majeure such notice of the same shall be deemed to be adequately served
if given immediately by facsimile/email and by delivery to the Seller/Buyer by
registered mail, and/or courier service,

e) Should the delay caused by a force majeure event last for more than 1 (one)
month, the Parties shall fully attempt to agree measures to allow Contract to
continue. Should such an agreement not be reached within 30 (thirty) days from
the date of the certified force majeure event, the Parties are entitled to terminate
the Contract.

f) A force majeure event does not exonerate the Buyer from paying for any
goods already delivered under the contract.

31. ARBITRATION and GOVERNING LAW AND STANDARDS :

a) This transaction is governed by the standards set under ICC regulations,


conventions and best practice guidelines for international commercial
transactions and in default of agreement the ICC shall be referred to amicably by
the parties for guidance on any issue concerning the interpretation and
enforcement of any arrangement made in its course.

b) All disputes arising out of or in connection with this contract or any alleged
breach thereof shall be referred for arbitration in London (United Kingdom). Such
arbitration shall be conducted in accordance with the rules and guidelines for
arbitration of the International Chamber of Commerce and shall be conducted by
one or more arbitrators appointed in accordance with the said rules.

c) The award of a sole arbitrator or joint arbitrators shall be final and binding on
all Parties without any possibility of recourse. Judgment upon the award

SELLER BUYER 10
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
hereof.

d) Nothing in this contract shall be construed to prevent any Court having


jurisdiction from issuing injunctions, attachment orders or orders for other similar
relief in aid of any arbitration commenced (or to be commenced) pursuant to this
section.
e) To the fullest extent permitted by law, any arbitration proceeding and the
arbitrator award shall be maintained in confidence by the Parties.

32. CONFIDENTIALITY and NON-DISCLOSURE

a) Seller and Buyer shall treat information provided by the other party on a strictly
private and confidential basis. Seller and Buyer shall take all necessary steps to
prevent the others confidential information from being misused or disclosed or
made public to any third party except as needed to successfully complete the
Contract or to avoid conflicting claims (and except as may be required in
accordance with the applicable law).

b) The Buyer shall not use confidential information provided by the Seller to:

(i) Circumvent the Seller in commercial dealings with any suppliers under the
contract, or

(ii)Knowingly do anything to cause the Seller or its agents to lose any fees,
commissions credits or other benefits that are due or may become due under
Sellers agreement(s) with its own product sources and suppliers engaged for
the purpose of this Contract, if any, or
(iii) Do anything to circumvent the Seller in such a way as to put Seller at a
commercial disadvantage with its own suppliers or commercial or government
agencies in countries involved in the Sellers own procurement arrangements
under this contract.

c) The Seller for its part shall not also use confidential information provided by
Buyer to:

(i) Circumvent the Seller in commercial dealings with Consignees introduced by


the Buyer under the contract, or
(ii)Knowingly do anything to cause the Buyer or its agents to lose any fees,
commissions credits or other benefits that are due or may become due under
Buyers agreement(s) with its own consignees awaiting shipments in
agreements drawn with Buyers consignees under the umbrella of this
Contract, if any, or
(iii) Do anything to circumvent the Buyer in such a way as to put Buyer at a
commercial disadvantage with its own consignees or agents or government or

SELLER BUYER 11
commercial agencies involved in Sellers own commercial arrangements under
this contract.

d) Seller and Buyer shall keep each other fully informed about the progress of all
current and future contract negotiations and about the performance of the
contract.

e) The duty of confidentiality of the Seller and Buyer in respect of matters relating
to this contract shall remain in force for a period of 5 (five) years from the date
hereof.

f) Any breach of these provisions on confidentiality shall entitle the aggrieved


party to a claim for the payment of damages by the party in breach or default.

33. NON-CIRCUMVENTION AGREEMENT

a) The Parties shall not in any manner whatsoever solicit nor accept business
from sources or their affiliates that are made available by the other party to
this agreement, at any time, without the prior written permission of the Party
which made the source available.

b) The Parties shall maintain complete confidentiality regarding each other


business sources or their identities and shall disclose such only to named Parties
pursuant to express written permission of the Party that made the source
available.

c) The Parties shall not in any way whatsoever circumvent or attempt to


circumvent each other or any Party involved in any of the transactions the Parties
are desiring or entering into and to the best of their ability and assure each other
that the original transaction codes established will not be altered or changed.

d) The parties recognize this contract to be an exclusive and valuable contract of


the respective Party and they shall not enter into direct negotiations with such
contacts or commercial sources revealed by the other party, without the formal
written consent of the other.

e) Neither Party shall avoid payment of due fees, commissions, and


remuneration in any way whatsoever to the other party or its agents, successors
or nominees.

f) In the event of circumvention, whether directly or indirectly, the circumvented


Party shall be entitled to a legal monetary penalty as damages. Such penalty
shall be equal to the maximum amount it would have made from the relevant
transactions had such circumvention not occurred and any and all expenses,
including but not limited to legal fees that would be reasonably incurred in the
investigation of the matter and recovery of said damages.

SELLER BUYER 12
g) A circumventing Party whether acting by itself or through a nominee or agent
acting on its behalf or for its benefit automatically renounces to any right that its
nominee or its agent or itself may have to claim a reduction of amounts
reasonably incurred by the aggrieved party and its agents to investigate and
expose either the alleged and proven circumvention or the subsequent claim and
recovery of damages.

h) All considerations, benefits and commissions received as a result of the


mutual engagement or activity by the Parties in relation to any of the transactions
shall be allocated as mutually agreed to.

i) Buyer irrevocably binds itself to provide any and all documentations requested
by Seller, immediately and without delay, in connection with the sale/purchase of
the aforementioned goods.

j) Seller irrevocably binds itself to provide any and all documentation requested
by Buyer, immediately and without delay, in connection with the sale/purchase of
the aforementioned goods.

34. AMENDMENTS AND SUPPLEMENTS:

a) All amendments to this Contract shall be deemed valid and binding upon the
Parties only if made by mutual consent in writing. Agreement reached between
signatories of the Parties and exchanged by fax, email or telex shall be
considered as effective written agreement.

b) This Contract shall come into full legal force after authorized representative of
both contracting Parties have signed and stamped on each page. Upon signing
of this contract, all previous verbal and/or written arrangements concerning the
subject of this Contract shall be considered null and void.

c) The present Contract and its amendments and supplements shall be written in
both English in five (5) copies. In the event of any deviation in meanings of terms
or descriptions used in the respective languages, English meanings shall prevail
and govern the interpretation to be put to the provisions of the contract.

35. APPLICABLE LAWS AND DEFINITIONS:

This Contract shall be governed by and construed in accordance with rules


and/or guidelines of the International Chamber of Commerce (ICC, Paris) and
subject to the interpretation of INCOTERMS 2000 edition as amended, and as
published by the International Chamber of Commerce.

36. TERMINATION OF CONTRACT:

SELLER BUYER 13
a) Either Party may terminate the Contract should the other refuse performance
of a substantive contractual obligation in circumstances where a force majeure
event has not occurred or cannot properly be deemed to have arisen.

b) Refusal of such substantive obligation shall always include a refusal by the


Buyer to arrange and secure the Irrevocable Letter of Credit in the stipulated
terms and/or a refusal by the Seller to post the Performance Bond in the
stipulated terms.

c) Notice of Termination by any party shall be given no later than within 30 (thirty)
calendar days upon discovery or notification of the non-performance of a
contractual obligation by the defaulting party.

37. LIABILITIES TO THIRD PARTIES

a) Taxes: The Parties agree to be individually and separately liable for any taxes
that may be chargeable on any and all income arising out of the application of
funds advanced or recovered through this contract.

b) Quite apart from central or local government imposed taxes, each party
accepts liability for all other fees, imposts, levies, duties, charges institutional
costs, commissions or other expenses that may arise in both the preparation for
and due execution of their respective obligations under the contract save that
where such charges arise or are incurred solely by virtue of the default of the
other under this agreement, the defaulting party shall indemnify the other party.

c) All parties agree to indemnify each other in respect of third party claims made
against the parties jointly or severally the other by virtue of the others failure to
observe the provisions of any agreement, law convention or other legal provision
related to or relevant to the transaction and applicable to itself and which
provision was not disclosed or declared previously to the other at the outset of
this transaction.

d) Each party agrees to indemnify the other in respect of loss and expense
arising by virtue of claims and charges made against a party by virtue of either
parties default under this agreement or arising by reason of breach of the
agreement or provable misconduct of the other linked to the operation or
enforcement of this agreement.

38. FACSIMILE COPIES

Facsimile copies of this Agreement being duly signed shall be deemed to be


original and shall be binding on all parties. Faxed copies of letters exchanged by
the parties and/or faxed signed true copies of email correspondence exchanged
by the parties shall be deemed to be admissible as aids in resolving any issue

SELLER BUYER 14
arising in relation to the interpretation and enforcement of the Agreement.he
following documents will accompany the used rail on Loading Port:
1. Commercial Invoice
2. SGS Certificate
3. Certificate of Decontamination
4. Export Permit Certificate and Export license
5. Certificate of Ownership
6. Certificate of Origin issued and endorsed by Government.
7. One original certificate of weight.
8. Certificate of Guarantee and Immunity,
9. Original copy of bill of lading.
10. Certificate of Non Radiation
11. Copy of cable or Fax sent to the Buyer within forty eighty (48) hours after
loading of the product, advising particulars of shipment including: name of
commodity, quantity, weight, value, number of contract,
12. Copy of the port storage agreement.
13. AQSIQ Certificate.

DATE: DATE: 14 March 2017

SELLER: BUYER:

COMPANY SEAL COMPANY SEAL

SELLER BUYER 15
SELLERS BANKING INFORMATION:

BANK NAME : XXXXXXXXXX


ADDRESS : XXXXXX
CITY : XXXXX
SWIFT CODE : XXXXXXX
ACCOUNT NAME :
ACCOUNT NUMBER:
BANK OFFICER : XXXXX

BUYERS BANKING INFORMATION:

BANK NAME:
ADRESS:
ACCOUNT NAME:
ACCOUNT No:
SWIFT CODE:
BANK TEL No:

SELLER BUYER 16

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