This sales Contract is made and entered into this ______ day of _____
2005 by and between the Sellers and Buyers.
WHEREBY the Sellers agree to sell and the Buyers agree to buy the under-mentioned
products according to terms and conditions as stipulated below:
COMMODITY: _________________________
2.1 QUANTITY - ___________ MT
2.2 PACKING - In Bulk / Bags as required.
2.3 ORIGIN - _____________________
2.4 PORT OF LOADING - To be nominated by Seller before loading.
2.5 SPECIFICATIONS: Specifications of commodity.
To be conducted at the port of loading before shipment by S.G.S. or an
internationally accepted independent surveillance and inspection organization
to be mutually acceptable by both the Buyers and the Sellers and to be
solely at Seller's Account as to quality, quantity and weight to be in
full conformance with specifications on the Contract.
OPTIONAL: Buyer's representative is so chooses, can make
an on-site verification visit after giving the Bank Letter of Comfort
and be present during S.G.S. inspection and/or loading. Additional inspection
at the port of loading shall be solely at the Buyer's account.
5.1 DISCHARGE RATE - 2,000 MT per weather working day of
24 consecutive hours (WWD) at Main China Port, Sunday and Holidays, even
if used are excluded (SAT SHEX EIU).
5.2 DISCHARGE TERMS - Seller shall inform the Buyer after chartering
the name of the vessel, flag, type of vessel and estimated time of arrival
draft at discharging port. Seller shall provide relevant Charter party
on Buyer's request. The ship owners or the master shall provide 7 and
3 and 1 day notice prior to the estimated time of arrival at Discharging
port to the agent of the Buyer..
Notification of the vessel's readiness (NOR) at discharge Port shall be
delivered to the office of the buyer or buyer's vessel's agent during
normal office hours between 0800 hours and 1600 hours Monday to Friday
and between 0800 and 1200 hours on Saturday, Sundays and Holidays excluded,
whether vessel has been customs declared or not (WICCON) whether vessel
has been granted free pratique or not (WIFPON), whether vessel in port
or not (WIPON), whether vessel in berth or not (WIBON). Lay time is to
commence the next working day after NOR is given. At vessel's option,
NOR maybe tendered in writing by cable, telex or facsimile, if vessel
is at anchorage awaiting for berth.
Waiting time (inside or outside commercial port limits) for bert to count
as discharging time, whether vessel has been customs cleared or not (WICCON),
whether vessel has been granted free pratique or not (WIFPON), whether
vessel is in port or not (WIPON), whether vessel in berth or not (WIBON).
All time and expenses used in vessel shifting from one anchorage or bert
or place of cargo operations to another not to count as lay time, even
if such vessel shifting ordered by the port authority.
5.3 DEMURRAGE - Once vessel is on demurrage, demurrage shall run
continuously. Buyer agrees to pay demurrage to Seller, if incurred at
the Discharging Port at a rate as Chartering Party, but maximum US$ 18,000
per day based on a 24 consecutive hours day per each and every day pro-rata
for part of a day, for all time used, in excess of allowed lay time. Demurrage
shall be paid to Seller by Buyer within 30 days of presentation of
lay time Settlement and Debit Note. If discharge is prevented by bad weather
conditions, such as typhoon, etc. lay time shall not be counted, unless
vessel is on demurrage.
5.4 SWEEPING AND/OR PURGING - to be at Sellers account. The
time used shall not be counted as lay time.
5.5 DRAFT AT DISCHARGING PORT - Buyer guarantees arrival draft
of 11.5 to 12.0 meters at Port of Discharge.
5.6 PARTIAL SHIPMENT - Will vary.
5.7 TRANSSHIPMENT - To be decided.
5.8 INSURANCE - At buyers account.
5.9 VESSEL's AGE - Vessel's age shall not exceed maximum 20 years
old.
5.10 IMPORT/EXPORT LICENSE - At destination, all import licenses
/ taxes / levies/duties etc. present or future, shall be Buyer's sole
responsibilities. At Loading port, all export licenses / taxes/ levies
/ duties, etc. present or future, shall be Seller's sole responsibilities.
Buyer agrees to issue an irrevocable, transferable, divisible, assignable
and confirmed Documentary Letter of Credit by a top Prime Bank in
favour of seller. Valid for 30 days after the B/L date and payable 100%
at sight upon presentation of documents to the counter of the negotiating
bank. The L/C must specify the aforesaid Contract Number.
ARTICLE & DOCUMENTS:
Buyers Letter of Credit shall become payable at the counters of the
negotiating bank upon presentation of the following documents:
8.1 Signed Commercial Invoice in triplicate indicating Contract
Number, shipping Mark and L/C number.
8.2 Full set of Clean On-Board Ocean Bill of Lading made out to
order and blank endorsed, 1/3 clearly marked "Freight Prepaid"
8.3 Certificate of Quality and Weight in triplicate issued by S.G.S.
or the equivalent, made out to order and blank endorsed.
8.4 Certificate of Origin and Quantity in triplicate issued by
the Seller and made out to order and blank endorsed.
8.5 Phytosanitary Certificate issued by Health Authority, made
our to order and blank endorsed.
8.6 Certificate of Fumigation by the authority, made out to order
and blank endorsed.
8.7 Insurance Policy or Certificate endorsed in blank, insured
for 110% of the invoice covering all risks.
8.9 Shipment Advice regarding the total quantity, weight, value
and the name of the vessel, flag of the vessel, contract number, name
of the goods, ETD and ETA, L/C number , within 3 days after the date of
shipment.
8.10 One complete set of non-negotiable shipping documents, sent
or faxed to the L/C applicant within 7 working days from the On-Board
Ocean B/L date.
Neither party to the contract shall be held liable for breach of contract caused by act of God, insurrection or civil strifes, military operations or local emergencies. Both parties hereto accept the International provisions of Force Majeure and hardships as published by the International Chamber of Commerce.
Both parties hereto shall attempt to amicably settle any disagreement or dispute which may arise between them, in case said dispute cannot be settled amicably, then it shall be submitted to arbitration in New York, N.Y. London U.K. or Paris, France at the choice by the defaulted party subject to international arbitration laws governed by the International Chamber of Commerce in Geneva, Switzerland or Paris, France. All costs of arbitration shall be borne by the defaulting party. The official language of arbitration shall be English.
Each Party hereof represents that it has full authority to execute this Agreement and that each party is bound by the terms and conditions thereof.
This Agreement may be executed simultaneously in two counterparts to be transmitted via facsimile, each of which shall be deemed as an original.
To the provisions of the International Chamber of Commerce non-circumvention
and non-disclosure agreement. (ICC Publication No. 500) with regard to
all parties involved in this transaction, additions, extensions, renewals,
third party assignments with full reciprocity for a period of (5) years
from the date of execution of this Agreement.
IN WITNESS WHEREOF, both parties hereby affix their signatures
below on the date and year first above appeared.
| SELLERS: | BUYERS: | |
| ________________________ | ________________________ |
BANK'S NAME , BANK'S ADDRESS, TELEPHONE NUMBER, FAX NUMBER, SWIFT
CODE, TELEX, BANK OFFICER, ACCOUNT NAME, ACCOUNT NUMBER, NAME OF TWO OFFICERS,
DIRECT TELEPHONE NUMBERS.