Beruflich Dokumente
Kultur Dokumente
THE SELLER
Company Name :
Address :
Tel/Fax :
Mobile :
Email :
Represented by :
Position :
THE BUYER
Tel/Fax :
Email :
Represented by : WUDHI
Position : PRESIDENT DIRECTOR
This Contract supersedes all prior oral and written agreements, if any, between the parties
and constitutes the entire agreements between the parties with the respect to Sale and
Purchase Contracts of Indonesian Bauxite.
WHEREAS, each of the persons executing this Contract on behalf of the Seller and the
Buyer respectively, do each represent that He has the full authority from the respective
company to execute this Contract, and that the Seller’s Company and Buyer’s Company
hereto each agree to be bound by the term and conditions stated herein;
ARTICLE 1 – DEFINITION
In this Contract, unless the context otherwise requires, the following terms shall
respectively have following meanings:
4. “Wet Basis” means ore in its natural wet state. “WMT” means Wet Metric Ton.
5. “Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the
currency of the United States of America.
6. "FOB" and “FOBT” means delivery Free on Board in accordance with INCOTERM
2000 and side trimmed.
7. “Kg” means Kilogram (s) as defined in “International System of Units”.
8. “Ton” and “MT” means metric ton of 1,000 Kgs as defined in “International System
of Units”.
9. “mm” means millimeter as defined in “International System of Units”.
10. “Port of Loading” means the port at which the iron ore is to be loaded in Indonesia.
11. “Statement of Facts” means a document that is draw up covering the time, the
breakdown that occurred and deviation commencing from the vessel returned to
the point of deviation and the voyage was resumed.
12. “Time Sheet” means a document which records all daily particulars relating to the
loading or discharging of cargo as well as the duration of and reason for any
stoppage of work and is used as a basis for the calculation of demurrage/dispatch.
13. “Working day” means a day upon which business is regularly transacted and unless
expressly stated, the term “day” shall be deemed to mean “calendar day”.
14.“PWWD SHINC” means per weather working day, Sundays and holidays included.
15.“CCIC” means “China Certification & Inspection (Group) Co., Ltd.”
16.“CIQ” means Entry-Exit Inspection and Quarantine of The People’s Republic of
China
17.“Article & Clauses”: both the article and clause in this contract shall have the same
meaning.
ARTICLE 2 - COMMODITY
4.1 For each shipment, the delivery should start within Thirty (30) days from the date
L/C received by Seller.
4.2 Delivery to take place by Seller to Buyer directly to MV, FOB, Indonesia.
4.3 The Lay Can for each shipment will be confirmed by both parties in writing monthly.
5.1 The Quality of Bauxite to be supplied hereunder shall have the following typical
specifications determined and analyzed by CCIC /SGS/Intertek at the loading
port and finalized by CCIC or CIQ at the discharging port. All percentages used
refer to percentage by weight.
Guaranteed Rejection
A. Chemical Composition Specification (%) (%)
(On Dry Basis)
Ore Type Unwashed Trihydrate Bauxite
ALUMINA (Al2O3) 48.00-49.00% <48.00%
SILICA (SiO2) 13.00-15.00% >15.00%
IRON OXIDE(Fe2O3) 15.00-19.00% >19.00%
Loss on Ignition (LOI) 27.00 – 30.00%
B. Physical Properties
0 mm – 100 mm 100.00%
C. Moisture (Free moisture loss at 1050C) 12.00%Max >13% or >TML
ARTICLE 6 – PRICE
6.1 The Base Price is US$ 45.00 (United States Dollars Fourty four only) per Dry Metric
Ton FOB Mother Vessel. Port of Kalbar, Indonesia, based on Al2O3 49.00% reject
below 48.00%.
6.2 The price shall be subject to review for every 2 (Two) shipments.
Seller shall at seller’s own cost to appoint CCIC/SGS/ Intertek Indonesia to determine
the weight of the shipment by means of draft survey and the quality of the shipment.
CCIC/SGS/Intertek Indonesia shall issue the Certificate of Weight, the Draft Survey
Report and the Certificate of Quality. The draft survey shall be supervised by the
master or ship officer with their signature on the certificate.
The method of sampling and analysis will comply with the Japanese Industrial
Standard, JIS M8100.
The Certificate of Weight, the Draft Survey Report and the Certificate of Quality issued
by CCIC / SGS/ Intertek Indonesia upon loading the Bauxite on to the mother vessel at
the loading port shall be the basis for provisional payment calculation and insurance
policy/certificate.
Buyer may at Buyer’s expenses have its representative at the time of such
determination at the loading port.
Buyer shall at Buyer own cost to appoint CCIC or CIQ in China to determine the weight
of the shipment by means of draft survey and the quality of the shipment.
The Certificate of Weight, the Draft Survey Report and the Certificate of Quality issued
by CCIC or CIQ in China upon arriving in the discharging port shall be the basis for final
payment and binding for invoicing and settlement of all related payments.
Seller may at Seller’s expenses have its representative at the time of such
determination at the discharging port.
7.3 In the determination of weight and quality, two digits after decimal point shall be taken
by rounding up the third for weight and chemical contents.
In the event the quality of iron ore supplied varies from the specifications set out in
ARTICLE 5 QUALITY in respect of chemical compositions, moisture and physical size,
then adjustment to the invoice shall be made in accordance with the following provisions:
For each 1.00% Al2O3 content below 49.00%, the Base Price shall be decreased by
US$ 1.00 per dry metric ton or fraction pro rata.
For each 1.00% Al2O3 content above 49.00%, the Base Price shall be increased by
US$ 1.00 per dry metric ton or fraction pro rata.
Buyer has the right to reject the cargo if Al2O3 falls below 48.00% or negotiate a
price acceptable by both buyer and seller.
For each 1.00% SiO2 content above 13.00%, the Base Price shall be decreased by
US$ 0.50 per dry metric ton or fraction pro rata.
For each 1.00% SiO2 content below 13.00%, the Base Price shall be increased by
US$ 0.50 per dry metric ton or fraction pro rata.
Buyer has the right to reject the cargo if SiO2 is above 15.00% or negotiate a price
acceptable by both buyer and seller.
For each 1.00% Fe2O3 content above 19.00%, the Base Price shall be decreased
by US$ 0.20 per dry metric ton or fraction pro rata.
D) Free Moisture:
When the free moisture level is more than 13.00%, the penalty is USD 0.20 per dry metric
ton for each 1.00% free moisture above 13.00%, fraction pro rata.
I). Size
When the percentage of the size above 75mm is more than 10%, the penalty is USD 0.20
per dry metric ton for each 1.00% of the percentage of size above 75mm above 10.00 %,
fraction pro rata.
In the event the quality of iron ore supplied beyond the rejection level from the
specifications set out in ARTICLE 5 QUALITY in respect of chemical compositions, moisture
and physical size, the Buyer has the right to reject the cargo if agreement on price
adjustment between the Seller and Buyer can not be reached through friendly discussions.
If Buyer rejects the shipment, Seller guarantees to take back the shipment and refund all
the payment to Buyer.
9.1 Currency
All invoices or credit notes shall be in US Dollars and Cents, and all payments shall be
made in Dollars and Cents.
The Seller shall issue a Performance Bond (PB) non-operative to the Buyer, which is
equivalent to 2% of the total shipment value as a guarantee for the shipment and
delivery.
NOTE: Performance bond (PB) to be issued prior to the issuance of the DLC.
The Buyer will issue an irrevocable, non-transferable, operative Letter of Credit (L/C) at
sight for the 100% total FOB MV value for the shipment value to Seller within 5 banking
days after signing of the contract the issuing of the 2% performance bond. All bank
charges, fees and costs incurred at Opening Bank’s side shall be for the account of Buyer.
All bank charges, fees and costs incurred at advising and beneficiary’s bank shall be for
account of the Seller.
L/C text must be agreeable to all parties involved including respective bankers.
In the calculation of invoice value, two digits after decimal point shall be taken by
rounding up the third for invoice amount, weight and chemical contents.
9.4 Procedure
The buyer shall open an Irrevocable ,non-transferrable L/C valid for 60 days after
B/L date for the total 100% FOB value of the shipping amount to Seller within 5
working days.
There shall be a Hundred percent (100%) provisional payment upon the submission of
documents listed under item (10.1) below.
Seller shall fax or email the above documents to buyer within 3 working days after the
date of bill of lading, in order to deal with the marine insurance and previous customs
formalities for the buyer.
All payments made under this contract shall be made in US Dollars to SELLER’s nominated
bank.
SELLER:
Bank Ñame :
SWIFT :
Bank Address :
Account Name :
Account Number :
Bank Officer :
BUYER :
In order to avoid expensive bank charge for Letter of Credit payment, Buyer may have the
option to pay via telegraphic transfer for provisional or final payments or for both. In the
event of telegraphic transfer, Buyer shall make a written request prior to the payment,
and Seller shall send a written confirmation and notify the bank to cancel the payment via
L/C.
11.1 After readiness of eighty percent (80%) of cargo and getting proof of cargo stock,
Seller shall send the Notice of Readiness of Cargo (NOR) together with the proof of
cargo stock to Buyer and inform Buyer to charter vessel. In case that Ten (10) days
prior to the latest shipment time, Seller cannot inform the Buyer of such proof of cargo
stock, the Performance Bond as stipulated in Article 9.2 shall be forfeited as penalty.
11.2 Buyer shall nominate a vessel for the shipment immediately after the receipt of the
NOR. Seller shall reply within Twenty Four (24) hours after receipt of the vessel’s
Fixture Notes indicating acceptance of the nominated vessel, which acceptance shall
not be unduly withheld, with specifics information as per below for Seller’s acceptance:
- Name of Vessel and its particulars,
- Quantity of Bauxite to be loaded on board the Vessel,
- Estimated date of Vessel’s arrival at the Loading Port,
- The rate of Demurrage and Despatch.
11.3 A Nominated Vessel can be substituted upon Seller’s approval after Seller receives a
written notice of the Substitute Vessel’s particular not less than five (5) days before
commencement of laycan at loading port.
11.4 The vessel shall provide necessary equipments, including cranes and grabes for the
purpose of loading the cargo into the carrying Mother Vessel whereever it is at bearth
or in anchorage and sufficient power to operate all usual deck appliances including
sufficient lights on board for night loading.
11.6 Buyer shall arrange for Vessel’s master to advise via Agent to Seller the Notice of
Arrival on 7, 5, 4, 3, 2 and 1 days prior to Vessel’s arrivals at Loading Port.
The details of Loading Port will be informed to Buyer at least Ten (10) days before Vessel’s
ETA at the loading port.
Notice of Readiness (NOR) is to be tendered by the vessel or vessel's agent upon the
vessel's arrival at the loading port all time day and night Saturdays Sundays Holidays
included. Whether in berth or not, whether in port or not, whether in free Pratique or not,
whether in customs clearance or not upon the time vessel arrival at pilot station by fax
/email.
Lay time at the loading port shall commence twelve (12) consecutive hours after Notice of
Readiness is tendered, whether in berth or not, unless sooner commenced. If loading is
commenced sooner, lay time shall count from the time of actual loading. Lay time will
commence WIBON, WIPON, WIFPON AND WCCON. Lay time shall end at the point of time
when the loading work has been completed.
The Seller shall be responsible for loading, stowing and trimming of the cargo at the
loading port.
Cargo is to be loaded at the rate of 8,000 metric tons per weather working days of 24
consecutive hours Sunday and holidays included (PWWD SHINC).
In the event of the vessel is prevent from or delayed in berthing or sailing at/from the
loading port as a result of Seller’s failure to complete all formalities and process necessary
documentation, and during the loading caused any demurrage, Seller will be responsible
for the costs associated with the detention of the vessel over and above demurrage
(except the delay caused by vessel or vessel’s master). When allowable lay time has been
exceeded, the ship shall remain on demurrage until completion of loading. Detention,
Demurrage and dispatch amount shall be based on the fixture note signed by Buyer. In
calculating detention, demurrage or dispatch, part of a day shall be included pro rata in
the calculation, but always fully settled after vessel’s completion of loading and before
vessel’s sailing to discharge port.
The Owner/ Master/ Agents of the vessel nominated to Seller by Buyer shall declare the
stowage plan to the Seller/ their agents by e-mail/ fax, prior to arrival of vessel at loading
port. Once the stowage plan is declared, the Seller shall load Nickel-ore as per the quantity
declared in the stowage plan. For any short quantity loaded, the Seller shall pay dead
freight which shall be calculated by multiplying the short quantity by the freight of the
vessel nominated to the Seller. After receiving and accepting ETA of the vessel, it will be
seller’s responsibility to prepare adequate quantity of nickel ore and all the barges prior to
ETA vessels.
Once vessel has waited for loading in Loading Port for Five (5) days, it deems that Seller
has no ability to arrange loading and Buyer reserves the right to withdraw vessel. Then
Seller should pay the demurrage and dead freight according to the terms and conditions
stipulated in Charter Party.
Any cost for overtime of the officers and crew of vessel shall always be to the account of
vessel.
The Vessel shall furnishing lighting necessary for night work on board the vessel and
suitable safety gangway with net. Vessel should be provided working with accommodation
for foreman. Opening and closing the hatch covers shall be at vessel’s cost.
Seller shall bear all the costs of loading of the Bauxite on the vessel, export tax and similar
taxes imposts or charges imposed by Governmental Agency of Indonesia, and other Costs,
which normally are considered to be for Seller’s account. Ship-owner shall bear the
shipping agency, crew transfer, berth-age, pilot-age, tugboat and line- handling fees, port
charges and other similar costs which normally considered being for Vessel’s account.
a. In the event that the Seller fail to effect delivery of time as stipulated in this
contract, the Buyer shall have the right to cancel the contract, forfeit the PB and
seller should give the compensation by payback all the payment has been made by
buyer and buyer has the rights to keep all the goods
b. If the loading delayed by those reason of Seller, Seller is obliged to pay to Buyer a
demurrage according to the vessel charter party.
c. The Seller reserves the right to claim from the Buyer for all losses / damages
incurred should the Buyer failed to send their vessel to load the readied cargo after
being informed by Seller within the validity date of the Delivery Schedule by seller
and buyer. This claim shall include the port cost, paid exportation levies, etc.
e. Loading is to be done under supervision of Master. Master has right to stop loading
if in his opinion it is found unsafe that may cause damage to the vessel. All delays
due to this stoppage of work to be on Sellers account.
f. Should Master suspect any damage caused to vessel due to stevedores. Master has
to immediately notify in writing to stevedores/Sellers/Sellers agent by fax/cable or
telex within Twenty Four (24) hours of its occurrence. Sellers or their agents have
the right to inspect any reported damage with their own surveyor. Master has right
to report the hidden damages upon discovery whether at sea or at discharge port.
Sellers are solely responsible for such damage and same to be repaired at Sellers
time and cost prior to vessel sailing from load port except for hidden damages
which to be repaired at Sellers cost and time at place and time requested by the
Vessel’s owners.
Title with respect to each shipment shall pass from seller to buyer when seller has received
the provisional payment from the opening bank through negotiation bank against the
relative shipping documents as set forth in Article 10.1 after completion of loading on
board the vessel at loading port, with effect retrospective to the time of delivery of nickel
ore.
All Risk with respect to each shipment shall pass from the SELLER to the BUYER with the
commodity has been loaded on board the vessel, include vessel stowed and trimmed.
Taxes and duties and charges levied on the ore or on this contract in the country of origin
shall be the SELLER’s account. Taxes and duties and charges levied on the ore or on this
contract in the country of discharge shall be for the BUYER’s account.
Buyer shall at his own expense to send a surveyor to verify whether the owner has title of
product and Buyer shall also reserve the right at any time at his own expense to observe
or appoint an observer / representative / third party international inspection agency during
sampling and analysis, loading and weighing at the loading port, for which Sellers to
extend all necessary cooperation.
ARTICLE 16 – INSURANCE
Buyer shall at his expense, arrange for suitable marine insurance cover for the material
shipped by Seller. Transshipment insurance cover will be for Seller’s account.
A. In the event of delivery of all any part of Ore under this Contract being obstructed
and/or delayed due to or resulting from cause or causes beyond the control of Seller
and Buyer, such as war, hostility, military operation of character, civil commotions,
sabotage, quarantine restriction, acts of Governments, fire, floods, explosion,
epidemics, blockades, revolutions, insurrection, mobilization, strikes, lockouts, riots,
act of God, Seller or Buyer shall relieved of the responsibility for performance of this
Contract as per Paragraph C) here in after to the extent to which such performance has
been obstructed.
B. In the event that such Force Majeure condition occurs prescribed in Paragraph A) here
in above, the party shall advise by cable the other party as soon as possible and then
shall, within 2 (two)weeks after occurrence of such event, furnish the other party in
writing with particulars of the relevant event and documents explaining that its
performance is prevented or delayed due to cause of causes as set forth in Paragraph
A) here in above and further shall furnish at the same time of at latest within 2 (two)
weeks after occurrence of such event the documentary evidence duly proving such
Force Majeure condition.
The party declaring a Force Majeure shall during the duration of such Force Majeure
condition uses its best effort to resume the performance of its obligations under this
contract with the least possible delay and such party shall always advise the other party
of detailed progress of the event of Force Majeure and the prospect of settlement of
such event and of the resumption of the performance of its obligations under this
contract.
C. Seller or Buyer shall be relieved of the responsibility for performance of this contract to
the extent to which such performance has been obstructed and if approved by other
party, the time of delivery may be postpone for the duration of the postponement of
this Contract mentioned herein exceeds 3 (three) months, the other party shall have
the option to cancel this Contract in respect of the undelivered quantity or extend of the
period of delivery by mutual agreement.
All disputes in connection with this contract or the execution thereof shall be settled
through friendly negotiation between both parties. In case no settlement can be reached
through negotiations, the case should be submitted for arbitration to Arbitration of the
International Chamber of Commerce in Hong Kong in accordance with it’s rules as at
present in force and as may be amended by the rest of this clause. The decision of the
arbitration commission shall be final and binding upon every parties; neither party shall
seek recourse to neither a law court nor other authorities to appeal for revision of the
decision. Arbitration fee shall be borne by the losing party.
ARTICLE 19 – LIABILITY
The Liability of a party in respect of any claim brought by the other party based on failure
of the first party to fulfill its obligations under this Agreement shall be limited in any event
to liability for loss suffered by the party aggrieved, excluding loss of profit and anticipated
profit and all indirect or consequential loss or damage to the party aggrieved.
ARTICLE 20 – NOTICES
Any notice of other communication required under this Agreement shall be made by
personal delivery, facsimile, mail or email correctly addressed to a party whose address is
noted below.
TO SELLER:
Company Name :
Address :
Tel/Fax :
Email :
Represented by :
Position :
TO BUYER :
Tel/Fax :
Email :
Represented by : Wudhi
Position : Executive Vice President
This Contract shall become effective when the duly authorized representatives of Seller
and Buyer sign thereon. Any change, modification in or addition to the terms and
conditions of this Contract shall become effective when confirmed by both Seller and Buyer
in writing.
This Agreement shall be governed by and construed in accordance with the laws of Hong
Kong to Apply and each of the parties hereby submits to the non-exclusive jurisdiction of
the Hong Kong Law.
ARTICLE 23 – CONFIDENTIALITY
24.1 This Contract contains the entire understanding between the parties with respect
to the transactions contemplated hereby and can only be amended by a written
agreement. Any prior agreement, written or verbal, is deemed merged herein
and shall be superseded by this Contract.
24.2 The article and other headings in this Contract are for convenience only and
shall not be interpreted in any way to limit or change the subject matter of this
Contract.
24.3 All signed appendices, annexes and supplements shall constitute an integral part
of the present Contract.
24.5 Both parties agree that the signed and sealed fax or EDT copies of the Contract
are fully binding and enforceable until the hard copy of Contract will be
exchanged courier.
IN WITNESS WHEREOF, the parties hereto have executed this contract by their respective
authorized signatory as of the date first above written.
SELLER: BUYER:
By By
___________________________
Wudhi
Executive Vice President
Authorized Representative Authorized Representative