Beruflich Dokumente
Kultur Dokumente
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.
Quantity XXXXXXXX
Destination Port XXXXXXXXX
Quantity Total XXXXXXXXXX
SELLER BUYER 2
Duration XXXXXXXXX
Paking XXXXXXXXX
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.
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10. LOADING AND DISCHARGING TERMS: CIF
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.
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.
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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.
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.
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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.
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.
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
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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.
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.
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.
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.
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.
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.
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.
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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.
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.
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.
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30. FORCE MAJEURE:
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.
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.
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.
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:
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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.
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.
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.
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.
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.
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.
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.
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.
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.
SELLER: BUYER:
SELLER BUYER 15
SELLERS BANKING INFORMATION:
BANK NAME:
ADRESS:
ACCOUNT NAME:
ACCOUNT No:
SWIFT CODE:
BANK TEL No:
SELLER BUYER 16