Sales Purchase Contract Iron Ore
Contract No. IO xxxxx
Contract Date Month & Day , 2004
Contract prices and conditions
are valid for five (5) banking days
from date contract is issued.
SELLER
SIGNATORY MR JOHN
BARRICK
“In Association with”: xiang yun
technology
Seller Banking Information
BANK NAME BARCLAYS BANK
ADDRESS XXXX
TEL XXXX
FAX XXXX
ACCOUNT NAME
01262018
SWIFT NUMBER BARCGB22
BANK OFFICER XXXX
BUYER
TEL. xxxxxxx
FAX xxxxxxx
EMAIL xxxxxxx
SIGNATORY
Buyer Banking Information
BANK NAME
ADDRESS
TEL
FAX
ACCOUNT NAME
ACCOUNT NO.
SWIFT NUMBER
BANK OFFICER
1. OBJECTIVE
1.1 The
seller herewith will sell and the buyer herewith will purchase in
accordance with the specifications and the quality described in this
contract (hereinafter called “Goods”).
1.2 The
Specification of the goods is provided in Appendix No. 2 hereto.
II. Delivery Basis and Terms
2.1 The seller shall deliver the goods under
delivery conditions: CIF destination in accordance with INCOTERMS-
2000
2.2 Loading port:
shall be defined in the Delivery Schedule Appendix 3, or as designated
by Seller.
2.3 Country of Export: As per Delivery
Schedule Appendix 3, or as designated by Seller and Country of Import
To be designated by the Buyer.
2.4 The named Ports of destination: for 30
(thirty) days prior to the beginning of shipment of each vessel, the
Buyer will inform the Seller about port (ports)
destination if different, these being any known major China Port. If
there is a change in destination, this must be done prior to scheduling
of vessel
2.5 Terms of Delivery are included in
the Delivery Schedule in Appendix No. 3 hereto.
III. Quantity of Goods
3.1
The unit of measurement in this contract is metric tons of weight (MTW).
Months are calendar months
according to the
Gregorian calendar.
3.2 Quantity of each shipment
is in MTW (+/- 5%) as per delivery schedule in Appendix 3.
3.3 The total quantity of the goods to be
delivered is shown in Delivery Schedule in Appendix No. 3(+/-5%).
3.4 The goods will be delivered over 13 calendar
months in accordance with Delivery Schedule in Appendix
No.3 hereto.
3.5 The
quantity of goods will be confirmed on a certificate issued by the
independent international survey
company 'SGS’’
(Societe General de Surveillance), will be at the sellers expense.
Seller shall arrange all other
Quantity
inspections at Buyer’s expense such as CIQ or CCIC excluding the port
of unloading.
3.6 Weight for invoicing purposes
shall be established by the actual net weight. Weight franchise of
0.5% shall be allowed against Bill of Lading
weight. In case the short/over weight exceeds +/- 0.5%, the Seller/Buyer
shall compensate the Seller/Buyer for the amount of short/over weight on
the basis of the contracted price herein.
IV.
Quality of Goods
4.1 The goods shall conform to
the Specification in Appendix No.2 hereto.
4.2
The quality of the goods will be confirmed by a certificate issued by
the independent international survey
Company
'SGS” (Societe General de Surveillance) which shall be binding on both
parties in all respects, including but not limited to the, replacement
of faulty goods paid for by the seller. Other quality inspections at the
port of unloading will be at the buyer’s expense.
V. Price and Total Amount of Contract
.
5.1 The Buyer shall pay
the Seller in United States Dollars ($USD).
5,2
The price of the Brazilian Iron Ore is USD $ 70.00 per MTW CIF basis
delivery, at 170,000 MTW per
month for 12 months
. .
5.3 The minimum
monthly value of deliveries of is USD $ 11,900,000+/- 5% (Five Percent)
(Eleven Million Nine Hundred Thousand American Dollars).
5.4 The total amount of the contract is about USD
$ 142,800,000 +/- 5% (Five Percent) (One Hundred and forty Two Million
Eight Hundred Thousand American Dollars).
5.5 The
price of goods includes all costs incurred by Seller up to and including
delivery, basis CIF, to the destination
port
except where the contract specifically provides for a cost to be borne
by the Buyer, port demurrage charges,
tariffs,
and export/import fees. The unit price is fixed and firm for any
quantity not exceeding the maximum
permitted
under the contract either delivered or stored (if vessels are delayed by
the buyers failure to unload in a
timely manner)
on or before expiry of the period stated in sub-clause 6.1, or such
extended period as expressly
provided in this
contract or agreed by mutual written understanding.
5.6 The price includes up to 30 days storage and
insurance of any consignment in the port of loading.
VI. Delivery Terms and Parties Obligations
6.1 The Seller shall deliver the total quantity
of goods, 2,040,000 MT within 12 months to any main China port, in
accordance with the Delivery Schedule, Appendix No.3 hereto.
6.2 The Seller shall start the delivery of the
first consignment in accordance with the Procedure & Terms, Appendix
No.1 hereto.
6.3 All provisions included in the
Delivery Schedule will be observed by both Buyer and Seller and the
breaches in the provisions will be subject to penalties as per
provisions under clauses 11.0 & 12.0 respectively .
6.4 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) will have to bear the costs for the extension of the validity
of the Letter of Credit as well as the costs of storage in the Port of
Loading.
6.5 Should the Buyer delay the vessels
for loading according to provisions in the delivery schedule or as per
sub-clause 8.3 below, the Seller is entitled to store the goods in the
port warehouse and get a Warehouse Receipt (WR) to use as cashing
document instead of BOL.
VII. DELIVERY ACCEPTANCE
OF GOODS
7.1 In accordance with INCOTERMS 2000,
and conditions of delivery CIF, the Seller is obligated to pay charges
relating to cost of insurance & freight., however, risk of loss or
damage of the goods and any additional charges arising after the
transfer of the goods over the hand-rail of a vessel in the port of
unloading shall pass from Seller to the Buyer.
7.2 Title for the goods will pass from Seller to
the Buyer upon clearance of funds into the Seller's account by means of
clean On Board Blank Endorsed Ocean Bill of Lading marked “Negotiable”
and risk if subject to clause 7.1
7.3 The
quantity of goods stated in the Bill of Lading, and or WR (Where
permitted) shall be conclusive evidence of the quantity of goods
delivered.
7.4 No claim(s) against quality or
quantity received 30 (thirty) days following receipt by Buyers of SGS
quality or quantity report as appropriate will be taken into
consideration.
VIII. PAYMENT TERMS AND CONDITIONS
8.1 Payment for each consignment in favor of the
Seller in the approximate amount of US $11,900,000 (Eleven Million Nine
Hundred Thousand American Dollars) shall be effected 100% at sight after
receipt by the advising bank of all documents required in clause 9.0
only.
8.2 Type of bank instrument as payment
guarantee: Unconditional, Irrevocable, Transferable, Revolving,
Confirmed, Documentary Letter of Credit shall be issued by the buyers
bank, defined as a Top 25 Bank, directly to the Sellers Bank shown in
Appendix 6. Top 10 Bank shall issue in favor of the Seller 1 (one)
Letter of Credit, in accordance with the terms provided in Appendix No.1
hereto. The operative Letter of Credit will be issued within 7 days of
the contract signing, otherwise a breach thereof will be declared and
subject to demand under clause 8.5
8.3 The Letter
of Credit shall be issued in the amount of US $11,900,000 USD American
Dollars with a validity of 12+1 months in case of delays.
8.4 The text of the Letter of Credit is shown in
Appendix N0. 4 hereto. The final text to be provided by the buyers bank
shall be subject to approval by the Seller as a condition of the buyers
compliance with the present contract.
8.5 In the
event that the buyer fails to issue the letter of credit in compliance
with clause 8.1, then payment for full Contract value shall be made 100%
at site of demand upon the buyer without protest as a contract breach.
8.6 The Seller will send documents for each
consignment to the Buyer by courier originating from the Sellers offices
within 21(twenty one) banking days from the bill of Lading Date.
8.7 The seller will give the buyer 2% PB of the
monthly contract amount within 7 (seven) working days from the date of
receipt of the Bank’s L/C on behalf of the buyer, which will be within
fourteen (14) working days from date of signing of the contract.
8.8 Should the Buyer delay the vessel for loading
of the Goods per delivery schedule or submitted notification date or
within 7 (seven) calendar days following the scheduled date, the Seller
is entitled to store the goods in the port at the Buyers expense and
risk and receive a Warehouse Receipt (WR) that can be used instead of
the Bill of Lading.
8.9 All bank charges related
to the issuance of the Letter of Credit are for the Buyers account and
all those related to the issuance of the Performance Bond are on the
Sellers Account. Bank charges related to the negotiation of either
document are for the respective Beneficiary accounts.
8.10 Any extension of the validity of either
document will be borne by the side in fault from their extension.
8.11 Spelling and typographical errors and
differences of such nature between bank issued and beneficiary issued
Documents shall not be deemed discrepancies
provided that the intent of the writer is clear from the context and
In such case only UCP500 regulations shall apply
at any time.
IX. DOCUMENTS REQUIRED FOR PAYMENT
9.1 The Seller shall provide with each
consignment a full set (3/3) Clean on Board Ocean Bill of Lading signed
by an authorized representative of shipping Ocean Lines, signed by the
Master and showing vessels stamp and showing “CLEAN ON BOARD.” The
following masters remark are acceptable: Wet before shipment, Loaded
from open area, Atmospherically rusty within 21 (twenty-one) days from
date of shipment. Provided port of discharge is the same and segregation
of separate consignments is the responsibility of buyer after unloading,
each full vessel may be comprised of multiple consignments representing
separate orders.
9.2 Commercial invoice issued by
seller: 3 originals and 3 original copies showing Contract Number,
description of
Goods, pieces of bundles of goods,
unit price, total amount, gross/net weights of the goods.
X. DOCUMENTS NOT REQUIRED FOR PAYMENT
10.1 Quality Certificate issued by SGS in
triplicate, showing the quality and all required by chemical structure
as shown in Appendix N0. 2 hereto of the goods according to the present
content. 3 originals and 3 original copies or If CIQ/CCIC is required by
the Buyer, then Seller shall arrange all Quality inspections at Buyer’s
expense from CIQ/CCIC excluding the port of unloading
10.2 Quantity assay issued by SGS in triplicate,
showing the quantity of goods loaded on board or If CIQ/CCIC is
required by the Buyer, then Seller shall arrange
all Quanty inspections at Buyer’s expense from CIQ/CCIC
excluding the port of unloading
10.3 Original certificate of origin issued by
Chamber of Commerce and Industry of the country of export : 3
originals and 3 original copies.
10.4 Master notice, showing description of goods,
name of vessel, B/L No. Gross/Net weights of goods, Pieces or
bundles of goods, time of arrival, berthing,
shipping agent at the destination if available, loading time, release
time, signed by Master and Port
10.5 All of the documents including the B/L,
invoice, packing list, original certificate of origin and so on will be
faxed to the buyer within 7 (seven) days after B/L date.
XI. FORCE MAJEURE
11.1
Both sides in this contract will be exonerated from their obligation in
case of Force Majeure event.
11.2 Force Majeure
is understood as per provisions under ICC500 and means any event such as
fire, explosions, hurricanes, floods, earthquakes and similar natural
calamities, wars, epidemics, military operations, terrorism, riots,
revolts, strikes, industrial unrest, government embargoes, or other
unforeseeable actions occurring after the conclusion of this contract
and outside the sides reasonable control and which cannot be avoided by
the reasonable diligence that could delay or prevent the performance of
either sides obligations in this contract.
11.3
The party to this contract whose performance of this contract is
prevented by a Force Majeure event must notify the other party within 7
(seven) days of the effective date of occurrence, which notice is to be
confirmed by a certificate issued by the local Chamber of Commerce and
Industry, including particulars of the event and expected duration.
Failure to submit such a notification will prevent the party’s
exoneration from contractual obligations under Force Majeure event makes
such notice impossible.
11.4 The performance of
either party’s obligations will be in such a case postponed with the
period of the existence
of the Force Majeure
event plus a reasonable period to remobilizing production and shipping.
No penalty shall
be payable for the duration of
this delay.
11.5 Should the delay caused by a
Force Majeure event last for more than I (one) month the sides will
attempt to agree to measures to allow contract to continue. Should such
an agreement not be reached within 30 (thirty) days from the date of
certified Force Majeure event, the sides are entitled to terminate the
contract.
11.6 The Force Majeure event does not
exonerate the Buyer from paying for the goods already delivered under
documents in section 9 Bill of Lading.
XII.
SELLER LIABILITY
12.1 Goods shall be considered
in “full quantity” if within tolerance provided under Section 3.1 and
as per delivery schedule. “Date of delivery” shall be the date on the
Bill of Lading.
12.2 If Seller fails to deliver
full quantity of any consignment, only with the confirmation from the
buyer, he has the obligation to make it complete with the next two
consignments, and will only be paid for what is delivered at the time.
12.3 Failure to deliver full quantity within
extended period will entail penalties at the rate of 0.3% (point three
percent) pro rata temporize of the value of the undelivered goods. The
total value of the penalties cannot exceed 5% (five percent) of the
value of the undelivered goods at which time full breech is declared
automatically.
12.4 Should the Buyer decide, at
any time during the monthly period of delivery, to take only a partial
delivery rather than wait for the full quantity (if the quantity is not
already available in port and ready for loading) then the Seller will
not be liable for liquidated damages.
12.5 Any
sums for which the Seller are liable as penalties for which no provision
are made in this contract, are made in the Performance Bond, are made
against invoice issued by the damaged side and by bank transfer within
maximum 10(ten) banking days from the submitted invoice date.
XIII. BUYER LIABILITY
13.1
Any sums which the Buyer are liable as penalties for which no provisions
are made in this contract are made against invoice issued by Seller and
by a bank transfer within maximum 10(ten) banking days as for the
submitted invoice date.
13.2 “Scheduled date of
Arrival” means date when the vessel should be alongside quay and
available to take delivery of the Goods as per both Seller and Buyer
mutual notifications and provisions in Appendix No.3 hereto.
13.3 Should the vessel not arrive within 15
(fifteen) calendar days as from scheduled/notified date as a result of
delays by the buyer at the unload port, the Buyer will pay the Seller
penalties at the daily rate of 0.3% (point three percent) pro rata
temporize of the value of undelivered goods but the total amount should
not exceed 5% (five percent) of their value.
13.4
Should the vessel not arrive for loading within or before stated period
as a result of the buyer at the unload port, and the goods be stored in
the port Warehouse, the Buyer will be responsible for the payment to the
port authorities at the following rates per day over the permitted 30
days.
13.4 (a) 31-60 days $0.30 USD/day/MTW
13.4 (b) 6 1-75 days $ 0.40 USD/day/MTW
13.4 (c) 76-90 days $ 0.50 USD/day/MTW
13.4 (d) Over 90 days is not allowed to keep the
goods and the port is entitled to sell the goods to cover losses.
These details are to be settled between the Buyer
and the Port Authorities.
13.5 The payments of
the storage costs in port have no connection with the payment penalties
which are paid separately to the Seller.
13.6 To
make payment in target dates for each consignment, payment shall be
effected by within 3 (three) banking days after receipt by the advising
bank of all documents required under clause 9.
13.7 The Buyer undertakes and guarantees that the
Letter of Credit within five (5) banking days will be sent to Seller for
confirmation of the issuance of Letter of Credit under the terms of this
contract in the favor of the Seller.
XIV. LAW AND
ARBITRATION
14.1 The contract is subject to
United States, ICC rules are to be observed under existing CIGS
guidelines and UCC Law will supersede over ICC if in conflict.
14.2 The Seller and Buyer will try to settle all
disputes amicably. Either party may serve notice on the other requiring
any dispute to be settled within 30 (thirty) days after such notice and,
if not settled to refer it to arbitration in accordance with this
contract unless breech of payment occurs by the buyer or failure to post
the Letter of Credit.
14.3 The arbitration will
be heard by one or more arbitrators appointed by mutual agreement of the
parties and in accordance with the Rules and the Arbitration Act 1996.
The seat of arbitration shall be United States of America. The award
shall be enforceable in any country, and a Regulatory Letter issued
shall be deemed accepted without contest or protest.
14.4 Should payment not be received when
scheduled under this contract and Seller declare breech of contract then
Summary Judgment under the Laws of England shall apply and be deemed
automatic for the full contract value and damages claimed therein under
UCC law with the authority therein to recover those costs in any
country.
XV. CONTRACT TERMINATION
15.1 Either party may terminate the contract
should the other side refuse performance of a substantive contractual
obligation unless the LC is not posted by the buyer, but excluding
refusal cause by a Force Majeure event.
15.2
Notification of termination is to occur within 30 (thirty) calendar days
following non-performance of contractual obligations.
15.3 No termination is permitted should any of
the sides excuse their obligations within the stated 30 (thirty) days
from the notification date.
XVI. ASSIGNMENT
16.1 Any of the sides are allowed to assign the
contract or payment instrument in order to secure the performance of its
obligations.
16.2 Any assignee or legal successor
to either party shall assume all obligations and benefits of the
contract.
16.3 Assignment is permitted under
mandate issued by the Seller .
XVII. GENERAL
PROVISIONS
17.1 Amendments to the present
contract shall be valid only if agreed in writing and signed by duly
authorized representatives of both sides.
17.2
Correspondence in the course of the ordinary administration of the
contract such as but not limited to notification of anticipated delivery
dates might be sent by fax, any electronic means or mail. Notices of
suspension, termination or to invoke arbitration shall be sent as an
advance fax with an original by courier service and shall be deemed
delivered on the evidenced date of the facsimile.
17.3 The language of the contract and the
correspondence, notices, invoices, certificates, Bills of Lading shall
be English.
17.4 The contract comprises the
present documents, Appendices and Addendums.
17.5
This contract supersedes all prior negotiations, representations and
agreements and it is the sole agreement between the sides for the sale
and purchase of the goods.
17.6 The liability
towards the other party is limited to penalties, charges, damages and
remedies expressly stated in this contract. Neither side shall raise any
claim on the other for losses of use, profit or contracts, indirect and
consequential loss arising under the law of contract or tort including
negligence and breach of duty.
17.7 The Buyer
acknowledges that the Seller is an American Corporation who has
collateral business agreements with other countries in the performance
of this contract including, the quantity and quality of goods, the rate
of delivery the shipment methods deployed in the performance of the
contract, the financial exchange of the terms within the contract and
subject to the laws of those countries at all times.
17.8 The Buyer acknowledges that commissions are
paid in support of this contract and are paid by the Seller unless the
Buyer breaches this contract then commissions shall be paid by the buyer
based upon the total contract value. Any commissions, fees, or other
such charges above this amount are the responsibility of the Buyer to
allow the Seller to be the paymaster for such fees.
XVIII. EFFECTIVE DATE
18.1
This contract shall come into effect when the Buyer and Seller have both
initialed and signed the present document and its appendices.
XIX. CONFIDENTIALITY AGREEMENT
19.1 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).
19.2
Buyer shall not use the confidential information provided the Seller in
such a way as to:
(a) Circumvent the Seller in
the commercial dealings with any and all suppliers under the contract,
or
(b) knowingly do anything to cause the Seller
to lose any fees or commissions that are due or may become due under the
Seller agreement with the suppliers under the Contract, if any, or
(c) Do anything to circumvent the Seller in such
a way as to put Seller at a commercial disadvantage with the suppliers
or countries under this Contract.
19.3 Seller
shall not use the confidential information provided by Buyer in such a
way as to:
(a)Circumvent Buyer in the commercial
dealings with the Consignee if introduced by the Buyer, or
(b) Knowingly do anything to cause Buyer to lose
any fees or commissions if due or may become due under the
present Contract and additional appendices, or
(c) Do anything to circumvent Buyer in such a way
as to put Buyer at a commercial disadvantage with a
Consignee if existing.
19.4 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.
19.5 The obligation of confidentiality
of the Seller and Buyer shall remain in force for a period of 5 (five)
years
from the date hereof.
19.6 Any breach of these provisions will entail
payment of damages to the other party.
XX.
NON-CIRCUMVENTION AGREEMENT
20.1 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.
20.2
The Parties shall maintain complete confidentiality regarding each
others 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.
20.3 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.
20.4 The parties recognize
the contract to be an exclusive and valuable contract of the respective
Party and they shall not enter into direct negotiations with such
contracts revealed by the other party.
20.5
Neither Party shall avoid payment of due fees, commissions and other
remuneration in any way whatsoever.
20.6 In the
event of circumvention by any party whether directly or indirectly, the
circumvented Party shall be entitled to legal monetary penalty as
damages, equal to the maximum amount it should make from such
transaction and any and all expenses including but not limited to legal
fees that would be involved in the recovery of said damages. The
circumventing Party renounces any right that he may have to claim a
reduction of this amount.
20.7 All
considerations, benefits and commissions received as a result of the
contract between the Parties relating to any of the transactions will be
allocated as mutually agreed to.
20.8 Buyer
irrevocably binds itself to provide any and all documentation requested
by Seller, immediately and without delay, in connection with the
sale/purchase of the aforementioned goods
20.9
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.
The ICC 1993 revision, publication 500 shall
apply to this contract as well as INCOTERMS-2000 as published by the
International Chamber of Commerce.
BY SIGNING ON
THE SIGNATURE PAGE (10 of 14) BELOW THE PARTIES HEREBY ENTER INTO THIS
AGREEMENT PROVIDED THAT THE ACCEPTANCE EXPIRATION DATE HAS NOT PASSED
PRIOR TO SIGNATURE.
SIGNATURE PAGE
Witness whereof, the parties hereto do set their
hands and are witnessed with seals upon this Commodity Contract as of
the XXth day of Month, Year.
The First Party:
SELLER
AUTHORIZED SIGNATORY FOR AND ON BEHALF
SEAL
Signature
Date: Month, Day, Year
The
Second Part: Buyer
AUTHORIZED SIGNATORY ON BEHALF
OF
SEAL
_______________________________________
Signature
Date: Month,
Day, Year
APPENDIX No. 1
PROCEDURE AND TERMS
1. The
buyer must provide all information within the contract that has been
left blank, and replace the words “Bank” with the name of their Bank
if different than recorded.
2. Must sign the
contract and send to the Seller for signature. The Seller will sign
originals of the contract and will send back to the buyer via email,
with originally signed, hard copy documents to follow via international
courier service.
3. The Buyers Bank, top 25 Bank
will issue the operative Letter of Credit under and notify the Seller of
its issuance in Seller’s favor within 7 days of Contract Signing Date.
4. After reception by Seller of the Letter of
Credit and verification that the swift matches the contract terms, the
Performance Bond automatically becomes operative at the time of the
first billing.
5. The first shipment will
commence no later than 45 (forty-five) days from date issued of the
operative
Letter of Credit, with expected arrival
as specified in Appendix 3. The remaining consignments will be shipped
in each 30 (thirty) day periods as defined in the Appendix.
6. Effect of payment for each consignment shall
be effected within 3 (three) banking days after receipt by the Sellers
Advising Bank of all documents required for payment.
7. Upon clearance of funds, disbursement of funds
received at the advising bank of the Seller to pay commissions, shipping
fees and yard fees shall occur under Sellers mandate.
APPENDIX No. 2
SPECIFICATIONS
The Seller
guarantees to the Buyer that the Goods delivered under the present
Contract will correspond to the characteristics shown below:
The goods will be totally free from any types of
radiation, bombs, arms and ammunition, mines, shell, cartridges, sealed
containers, gas cylinders, explosive shells or explosive materials in
any form either used or otherwise.
PRODUCT:
BRAZILIAN IRON ORE
STANDARD SINTER FEED (SSF)
SAMPLE ANALYSIS SPECIFICATION & TYPICAL ANALYSIS:
SPECIFICATION TYPICAL ANALYSIS
FE………. 64.5% Min. 65.5%
SiO2……. 4.5% Max. 3.6 %
Mn………. 0.15% Max 0.08%
LOI……… 0.80% Max 0.70%
P………… 0.027% Max 0.015%
S………… 0.007% Max 0.005%
Na2 0…… 0.015% Max 0.007%
K2O……… 0.008% Max 0.005%
TIO2……… 0.08%% Max. 0.03%
Ca0……… 0.02% Max 0.012%
Mg0……… 0.03% Max 0.022%
Sn……….. <.01%
Cr………... <0.004%
Zn………... <0.01%
Pb………… <0.005%
SIZE: 0
mm to 10 mm
0-3 mm 30% Min
3-5mm 60% Max
5-10 mm
10%max
ANALYSIS BY DE MINERO DE FERRO
TYPE OF IRON ORE : SINTER FEED (SSF)
APPENDIX No. 3
DELIVERY
SCHEDULE
1. The shipments of goods in MTW with
+/-5% tolerance (five percent) as per specification under Appendix No.2
of this
contract will be made from the any port
as designated by the seller upon receipt of an acceptable swift, as
follows:
a). The quantity of ship deliveries
shall be as follows:
Ship to:
______________________________________________
Address:
______________________________________________
Voice:
_______________________________________________
Fax:
_______________________________________________
Material: Brazilian Iron Ore – Standard Sinter
Feed
1. Delivery: Minimum 170,000 MTW per month
of Brazilian Iron Ore – Standard Sinter Feed commencing within 30 days
from the date issued of the operative Letter of Credit, with an initial
estimated arrival date of no later than 30 days thereafter and ending on
Month, Day & Year. The first set of monthly (First three months)
shipments will arrive no later than 75 days from date issued of the
operative Letter of Credit. The remaining monthly consignments will be
shipped in each 30 (thirty) days from date issued of the operative
Letter of Credit.
2. Loading Terms: The seller
shall advise the Buyer not less that 30 (thirty) days before the planned
delivery of each consignment so that the Buyer may take delivery. The
Seller shall immediately notify the Buyer of any change to the delivery
date that has been previously notified. The Seller’s notification shall
contain the following information:
a). Goods
type, description, quantity and size
b). Date
when the vessel should be made available for unloading.
c). Port from which delivery should be made for
loading.
d). Vessel master is to advise Seller’s
agent at loading with the following details: vessel’s name, flag, age,
size, date of arrival, capacity, no. of hatches, no. of cargo holds,
quantity loaded by hold and particulars of vessel readiness to effect
cargo through all or part of the hatches.
e).
Vessel master shall give 72/36/24 hours final notice of vessel’s ETA at
port of unloading to Seller’s agent at
port of
unloading. Such notices given during office hrs., WIBON, WIPPON, WCCON,
Lay time to commence
from 1:00PM, if vessel’s
notice of readiness to unload is given before noon, and before from
8:00Am next
working day, if notice is given after
noon.
Buyer to advise of desired port of
discharge in destination country in sufficient time for Sellers &
shippers to make the necessary arrangements.
The
rate of unloading is 2,500 MTW for 24hrs unless it is not possible at
the discharge port. Time from 17:O0hrs on Saturday to 06:00 hrs Monday
or from 12:00 hours on Thursday to 06:00 hrs on the day succeeding such
holidays are excluded, even if used. Shall the vessel be unloaded at
less than average rate; the Buyer shall pay demurrage according to OP
conditions, pro-rata for any part of the day.
Demurrage or dispatch at the port of unloading is
to be settled by the Buyer within 5 banking days from receipt of
vessel’s master commercial invoice.
Shall the
vessel be required to shift from one berth to another at port of
unloading the time used in shifting shall not count as lay time.
However, the cost of shifting shall be to the Buyers account.
3. Insurance of Goods for voyage is the Seller’s
sole responsibility unless the shipment is done under other than CIF
Terms.
4. The Seller shall
not be liable under Clause 12 provisions to the extent that the Buyer
avoidably delays the vessel at
unloading port, or
fails to take delivery or the Seller is otherwise excused of a default
by the Buyer or Force Majeure.
APPENDIX No.4
LETTER OF CREDIT
(ON
ISSUING BANKS LETTERHEAD)
ISSUER: Buyers Bank
(Top 25 Bank)
LETTER OF CREDIT NUMBER:
DATE OF ISSUE:
DATE OF
MATURITY:
DATE OF EXPIRATION:
BENEFICIARY:
We hereby
open our Irrevocable, Transferrable, Revolving, Confirmed, Documentary
Letter of Credit, to be confirmed by
Barclays
Bank, London, England in favor of PyroTech Metals, Inc. c/o Aston
Rothbury & Co. Limited for the amount of
$11,900,000 U.S. Dollars due on sight of
Commercial Invoice and Clean On Board Bill of Lading from the Date of
Issue
(The Maturity Date).
Payment is available by the Beneficiary’s first
written demand via Bank Wire System. Demand hereunder must be marked
drawn under Letter of Credit No: ___________________ Dated _________,
________, 2004. We hereby engage with you that the draft drawn under and
in compliance with the terms of this letter of credit is subject to
Uniform Customs and Practices for Documentary Credit (1996 revision)
I.C.C. Publication No. 100/500.
This cable is an
operative instrument.
All bank charges in
connection with this Letter of Credit are for the account of the
applicant. This Letter of Credit Expires
On
__________________, ______________, 2004
NAME AND
TITLE OF AUTHORIZED
BANK OFFICER
ABA: The minimum monthly value of deliveries of
Iron Ore is USD $11,900,000 +/- 5% (Five Percent) (American
Dollars).
Account No.
01262018
Account Holder: PyroTech Metals, Inc.
c/o Aston Rothbury & Co. limited
Swift Code: Barc
GB 22
Sort Code: 20-06-72
40B/FORM OF DOCU: IRREVOCABLE, WITH CONFIRMATION
45B/SHIPMENT OF: Brazilian Iron Ore at $70.00 per
MTW under CIF terms.
46B/ DOCUMENTS REQUIRED:
SIGNED COMMERCIAL INVOICE ISSUED BY SELLER IN 3 ORIGINALS AND 3 COPIES
SHOWING CONTRACT NUMBER, DESCRIPTION OF GOODS, BILL OF LADING NUMBER,
PIECES OF BUNDLES OF GOODS, UNIT PRICE, TOTAL AMOUNT, GROSS/NET WEIGHT
OF THE GOODS + A FULL SET (3/3) STANDARD OCEAN BILLS OF LADING, MADE OUT
TO ORDER, BLANK ENDORSED, MARKED FREIGHT PREPAID.
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