www.chensihong.org
巴西铁矿砂买卖合同
巴西铁矿砂销售合同
brasil
iron ore contract
brazil iron ore contract
CONTRACT AGREEMENT is made and entered into this
21st , day of October 2004, by and between:
A.-
From Sellers Side:
TO BE FILLED BY SELLER UPON
ACCEPTANCE OF THE TERMS AND CONDITIONS FOR THE HARD COPY OF THE
CONTRACT; TO BE SENT BY COURIER, AND EMAIL AND/OR FAX TRANSMISSION
hereinafter known as the SELLER; and
Represented by Roth Carlos of Arcarl Enterprises,
Inc., Canada.
B.- From Buyers Side
HEREIN AFTER KNOWN AS THE BUYER
WITH AND THROUGH
www.chensihong.org
Hereinafter known as the PRESIDING COMPANY.
THIS CONTRACT IS MADE BY AND BETWEEN THE SELLER
AND BUYER WHEREBY THE SELLER (www.chensihong.org), AGREES TO SELL AND
THE BUYER (WITH www.chensihong.org), AGREES TO BUY THE UNDER MENTIONED
GOODS TO CHINA, ON THE TERMS AND CONDITIONS STATED BELOW.
1. CLAUSE – COMMODITY
BRAZILIAN IRON ORE ACCORDING FOLLOWING
SPECIFICATIONS:
IRON ORE FINES Fe: 64,50%
2. CLAUSE – QUANTITY AND SHIPPING PERIOD
01.- QUANTITY:
·
7,150,000 ( SEVEN MILLION ONE HUNDRED AND FIFTY THOUSAND DRY METRIC TONS
)
· DELIVERY QTY: 150,000 DMT WITH 5% +/- for
1st (FIRST) MONTH SHIPMENT, AND SUBSEQUENT SHIPMENTS OF 35 (THIRTY-FIVE)
MONTHLY QUANTITY: 200,000 DMT +/- 5%
02.-
SHIPPING PERIOD:
. FIRST SHIPMENT WITHIN 25
(TWENTY-FIVE) DAYS TO 30 (THIRTY) DAYS, AND, SUBSEQUENT SHIPMENTS WITHIN
30 - 45 DAYS AFTER BUYER碨 L/C IS ACTIVATED BY SELLER碨 PB.
LOADING PORT: PORT OF TUBAR肙 OR PORT OF SEPETIBA
IN BRAZIL
LOADING RATE - minimum 8,000DMT / day.
DESTINATION: TIANJIN PORT OF CHINA
DISCHARGING RATE: MINIMUM 30,000 DMR/DAY.
3. CLAUSE – GUARANTEED SPECIFICATION
Fe 64,50% Rejection below: 63.00%
Al2O3 3,50% max. Rejection Over 3.50%
SiO2 4,00% max.
SULPHUR
0,03% max.
PHOSPHORUS 0,06% max.
Mn 0,10% max.
PHYSICAL
CHARACTERISTICS:
+ 10MM 5% Max.
– 10MM 85% Min.
- 0,15MM
10% Max.
MOISTURE 8,00% AT 105 DEGREES CENTIGRADE
4 . CLAUSE - PRICE
Usd$
72.50/mt CIF to – Tianjin port of China with PRICE ADJUSTMENT EVERY 2
YEARS.
Total amount of this contract USD$ 72.50 X
= USD$
(FIVE HUNDRED ELEVEN MILLION AND TWO
HUNDREN TWENTY FIVE THOUSAND United States Dollars ).
5. CLAUSE - PRICE ADJUSTMENT
THE PRICES OF IRON ORE STIPULATED IN THE CLAUSE
NUMBER FOUR SHALL BE ADJUSTED BY THE FOLLOWING BONUS AND PENALTIES.
1).- IRON CONTENT ( FE)
BONUS
FOR EACH 1.00% OF FE
ABOVE 65.00% THE PRICE SHALL BE INCREASED BY USD 0.2538 PER DRY METRIC
TONNE. FRACTIONS PRO-RATE.
PENALTIES
FOR EACH 1.00 % FE BELOW 65.00% UP TO 3% (+/- FE
) THE PRICE SHALL BE DECREASED BY USD 0.5076 PER DRY METRIC TONNE,
FRACTION PRO - RATE.
THE BUYER HAS RIGHT TO
REJECT THE CARGO IF FE CONTENT IS BELOW 63.00%.
2).- OTHER ELEMENTS ( IMPURITIES).
IF THE COMPOSITION OF IRON ORE IN RESPECT OF
ALUMINA ( AI2O3), SILICON (SIO2), SULPHUR
(S) AND
PHOSPHORUS (P) EXCEEDS THE RESPECTIVE GUARANTEED MAXIMUM AS SET FORTH IN
CLAUSE NUMBER THREE HEREIN ABOVE.
BUYER SHALL ACCEPT SUCH DELIVERY OF IRON ORE BY
IMPOSING PENALTIES PROVIDED BELOW,
FRACTIONS
PRO-RATE.
(1).- AI2O3
USD
0.05 ( FIVE CENTS US DOLLAR) PER DRY METRIC TONNE FOR EACH 1.00% IN
EXCESS OF
2.0%.
(2).- Si02
USD 0.05 CENTS PER DRY METRIC TONNE FOR EACH
1.00% IN EXCESS OF 3%. IF SIO2 CONTENT
EXCEEDS
5.0%, IT WILL BE REJECTED.
(3).- SULPHUR (S)
USD 0.05 ( FIVE CENTS US DOLLAR) PER DRY METRIC
TONNE FOR EACH 0.01% IN EXCESS OF
0.003%
(4).- PHOSPHORUS (P)
USD
0.05 ( FIVE CENTS US DOLLAR) PER DRY METRIC TONNE FOR EACH 0.01% IN
EXCESS OF
0.06%
3.)- SIZES
(301).- IN THE EVENT THAT THE OVERSIZE QUANTITY
EXCEEDS THE RESPECTIVE
GUARANTEED MAXIMUM AS SET
FORTH IN CLAUSE THREE, SELLER SHALL PAY THE PENALTY AT
USD 0.50 PER WET METRIC TONNE, FRACTIONS PRO RATA
FOR THE QUANTITIES OF FINES ABOVE 10MM IN EXCESS OF 5%.
(302).- IN THE EVENT THAT THE UNDERSIZE QUANTITY
THE RESPECTIVE GUARANTEED
MAXIMUM LIMIT AS SET
FORTH IN CLAUSE THREE, SELLER SHALL PAY THE PENALTIES AT USD
0.50 PER WET METRIC TONNE FRACTIONS PRO RATE FOR
THE QUANTITIES OF FINES BELOW 0.15 MM IN EXCESS OF 25% .
4.)- MOISTURE
IN THE EVENT
THAT THE FREE MOISTURE LOSS AT 105 DEGREES CENTIGRADE EXCEEDS THE
RESPECTIVE GUARANTEED MAXIMUM AS SET FORTH IN
CLAUSE THREE HEREIN ABOVE, SELLER
SHALL PAY TO
BUYER HALF OF THE ACTUAL FREIGHT ATTRIBUTABLE TO MOISTURE CONTENT
OVER 7% UP TO 8% AND FULL ACTUAL FREIGHT
ATTRIBUTABLE TO MOISTURE CONTENT OVER
9%. BUYER
SHALL PROVIDE SELLER WITH EVIDENCE AS TO THE ACTUAL FREIGHT PAID BY
BUYER.
5.)- LIMIT OF
LIABILIY
SELLER`S LIABILITY FOR FAILURE TO
DELIVER IRON ORE CONFORMING TO THE SPECIFIATIONS
SET FORTH IN CLAUSE THREE ABOVE SHALL BE LIMITED
TO THE PRICE ADJUSTMENT CLAUSE
FIVE WHICH SHALL
BE BUYER`S SOLE AND EXCLUSIVE REMEDY FOR SUCH NON-CONFORMANCE.
6. CLAUSE - PAYMENT
BUYER
SHALL OPEN WITHIN 5 BANKING DAYS AFTER BUYER RECEIVES SELLER’S SIGNED
COPY
OF THIS CONTRACT THROUGH AN INTERNATIONAL
PRIME BANK IN CHINA, AN IRREVOCABLE,
TRANSFERABLE, FULLY FUNDED DOCUMENTARY LETTER OF
CREDIT THROUGH
BANK OF CHINA, ZHEJIANG BRANCH
CONFIRMED BY BANK OF CHINA, ZHEJIANG BRANCH IN FAVOR OF THE SELLER FOR
AN AMOUNT IN U.S DOLLARS SUFFICIENT TO COVER 100% (ONE HUNDRED PERCENT)
OF ONE INVOICE VALUE WHICH IRREVOCABLE, TRANSFERABLE, FULLY FUNDED
DOCUMENTARY LETTER OF CREDIT. THE INTERNATIONAL PRIME BANK IN CHINA WILL
ALSO ADD COPY OF THE BANK SWIFT OF THE OPERATIVE INSTRUMENT OF L/C
INCLUDING ALSO COPY THE CONFIRMATION OF L/C.
6.1.
- REF. PERFOMANCE BOND
PERFORMANCE BOND SHALL BE
IN THE FORM OF BANK’S DRAFT ISSUED BY THE SELLER’S BANK IN FAVOR OF
THE BUYER AMOUNTING TO 2,0% OF EACH SHIPMENT VALUE.
A NON-OPERATIVE PAYMENT INSTRUMENT FFDLC WILL BE
ESTABLISHED BY THE BUYER’S BANK WITHIN 5 BANKING DAYS AFTER BUYER
RECEIVES SELLER’S CONTRACT SIGNED. THE SELLER’S NON-OPERATIVE
PERFORMANCE BOND AGAINST THE VALUE OF THE SHIPMENT WILL AUTOMATICALLY
ACTIVATE THE BUYER’S LETTER OF CREDIT AND THE PERFORMANCE BOND WILL BE
AUTOMATICALLY ACTIVATED AT THE SAME TIME.
The
Buyer’s Letter of Credit amount is USD 511,225,000 (7,150,000 mt at USD
71.50/mt)
The Seller’s performance Bond amount
is USD 214,500
6.2.- TERMS FOR L/C
THE FOLLOWING TERMS SHOULD BE INCLUDED IN THE
LETTER OF CREDIT.
6.2.1.THE SAID L/C SHALL BE
PAYABLE BY SWIFT TRANSFER PAYMENT BY ISSUING BANK WITHIN FIVE WORKING
DAYS AGAINST SELLER`S SIGHT DRAFT(S) FOR THE AMOUNT OF 100% ( ONE
HUNDRED PERCENT) OF COMMERCIAL INVOICE VALUE OF THE SHIPMENT ACCOMPANIED
BY THE DOCUMENTS AS STIPULATED IN THE CLAUSE NUMBER(7)SEVEN. THE WEIGHT
CERTIFICATE
ISSUED BY S.G.S. OR EQUIVALENT AS
AUTHORIZED SURVEYOR IN BRAZIL BY SERVER OF SHIP`S
DRAFT TOGETHER WITH THE CERTIFICATE OF ANALYSIS
OF SAMPLES AND OF THE PERCENTAGE
OF THE FREE
MOISTURE LOSS AT 105 DEGREES CENTIGRADE ISSUED ALSO BY S.G.S. AS
AUTHORIZED ASSAYER SHALL BE THE BASIS FOR THE
SELLER`S PROVISIONAL INVOICE.
7. CLAUSE DOCUMENTS
THE SELLER SHALL PROVIDE THE BUYER THROUGH
NEGOTIATING AND ISSUING BANKS AFTER
IMBURSEMENT
OF SALE PROCEEDS WITH THE FOLLOWING DOCUMENTS.
01.- COMMERCIAL INVOICE IN FIVE (5) COPIES
INDICATING THE CONTRACT NUMBER, L/C
NUMBER.
02.- COPY OF THE E-MAIL/ FAX ADVISING DELIVERY TO
PORT ACCORDING TO CLAUSE NUMBER TWELVE.
03.-
CERTIFICATE OF QUALITY AND CERTIFICATE OF WEIGHT OF THE CONTRACTED GOODS
IN FIVE (5) COPIES EACH ISSUED BY SGS AS AUTHORIZED ASSAYER/SURVEYOR.
CERTIFICATE OF QUALITY TO SHOW ACTUAL RESULT OF THE TEST OF CHEMICAL
COMPOSITION AND ALL OTHER TESTS CALLED FOR IN THIS CONTRACT.
04.- CERTIFICATE OF ORIGIN ( ONE ORIGINAL AND
THREE COPIES) TO BE
ENDORSED/ISSUED BY CHAMBER OF
COMMEFRCE AND DETAILING LOADED QUANTITY,
COMMODITY AND EXPORTERS NAME AND ADDRESS.
05.- COMPLETE SET OF `` CLEAN ON BOARD `` SHIPPED
BILL(S) OF LADING MADE OUT TO
ORDER, BLANK
ENDORSED MARKED `` FREIGHT PAYABLE AS PER CHARTER PARTY `` AND
NOTIFYING AT THE PORT OF DESTINATION.
05.1.-TO BE DISTRIBUTED TO THE NEGOTIATING BANK (
ORIGINAL)
THE 01 - THREE (3) COPIES
THE 02.- FIVE (5) COPIES
THE 03.- THREE (3) COPIES
THE 04.- FIVE (5) COPIES
THE 05.- THREE (3) COPIES
05.2.-TO BE DISTRIBUTED TO BUYER BY E-MAIL/FAX
FIRST WITHIN FIVE (5) BANKING DAYS.
THE 01.- ONE
(1) COPY
THE 02.- ONE (1) COPY
THE 03.- ONE (1) COPY
THE
04.- ONE (1) COPY
THE 05.- ONE (1) COPY
( ALL NON-NEGOTIABLE COPIES )
8. CLAUSE WIGHING
8.1.-
WEGHING AT LOADING PORT
AT THE LOADING PORT, THE
SELLER AT THE SELLER’S EXPENSES SHALL DETERMINE THE WEIGHT OF SHIPMENT
OF IRON ORE BY DRAFT SURVEY. THE WEIGHT OF ORE AS ASCERTAINED AND
CERTIFIED TOGETHER WITH QUALIFIED ASSAYER`S ANALYSIS SHALL BE BASIS OF
SELLER`S INVOICE BUYER`S REPRESENTATIVE (S) MAY, AT THE EXPENSE OF BUYER
BE PRESENTED AT TIME OF WEIGHING AT THE LOADING PORT.
8.2.- WEIGHING AT DISCHARGING PORT (S)
AT DISCHARGING PORT, THE BUYER SHALL, AT BUYER`S
EXPENSES, APPLY THE ENTRY-EXIT INSPECTION AND QUARANTINE OF THE PEOPLE`S
REPUBLIC OF CHINA (CIQ) FOR WEIGHING THE WEIGHT THUS DETERMINED BY
CIQ/CCIC SHALL BE FINAL AS TO WET QUANTITY IN RELEVANT SHIPMENT.
THE FINAL DRY WEIGHT SHALL BE CALCULATING THE
FINAL FREE MOISTURE CONTENT, DETERMINED AS SET FORTH CLAUSE NINE (09)
FROM THE FINAL WET WEIGHT, STATED IN THE AFORESAID CERTIFICATE. SELLER`S
REPRESENTATIVE (S) MAY, AT THE EXPENSE OF BUYER (BUT EXCEPT OF TRAVELING
FEES TO CHINA & LEAVING FROM CHINA) , BE PRESENT AT THE TIME OF WEIGHING
AT THE DISCHARGING PORT(S). THE WEIGHT THUS DETERMINED SHALL BE THE
BASIS FOR MAKING OUT A FINAL INVOICE IF THERE ARE DIFFERENCES OF WEIGHT
OUTTURN OVER 0,5% THEN THE BUYER SELLER MAY CONSULT TO SETTLE THE
DIFFERENCE.
8.3.-IN THE EVENT THAT IS IMPOSSIBLE
OR EXTREMELY DIFFICULT TO CONDUCT THE VESSEL`S DRAFT SURVEY AT THE
LOADING AND/OR DISCHARGING PORT(S). SELLER AND BUYER SHALL DECIDE AN
ALTERNATIVE METHOD OF WEIGHING THROUGH MUTUAL AGREEMENT IF NO DRAFT
SURVEY IS PERFORMED AT THE DISCHARGING PORT, THE QUALIFIED SURVEYOR`S
WEIGHT CERTIFICATE AT LOADING PORT WILL REGISTERED AS FINAL.
9. – CLAUSE SAMPLING AND ANALYSIS
9.1.- ANALYSIS AT LOADING PORT
AT THE TIME OF LOADING OF EACH SHIPMENT, A
QUALIFIED ASSAYER (SGS), APPOINTED BY SELLER, AT SELLER EXPENSES, SHALL
SAMPLE AND ANALYSIS THE GOODS SHIPPED AND DETERMINE THE SPECIFICATION OF
THE GOODS IN EACH SHIPMENT AND PROVIDE A CERTIFICATE SHOWING THE FETAILS
OF THE DETERMINATION AS PER THE SPECIFICATION OF IRON ORE STIPULATED IN
CLAUSE 5. THE BUYER MAY, AT BUYER'S EXPENSES., HAVE ITS REPRESENTATIVES
BE PRESENT AT THE TIME OF SUCH DETERMINATION. ANALYSIS THUS DETERMINED
SHALL BE THE BASIS FOR THE PROVISIONAL INVOICE. SELLER SHALL ADVISE
BUYER BY CABLE OR FAX THE CONTENTS OF SUCH ANALYSIS WITHIN 5 (FIVE)
WORKING DAYS AFTER SAILING OF THE VESSEL FROM THE LOADING PORT.
9.2.- ANALYSIS AT DISCHARGING PORT
AT THE TIME OF DISCHARGING PORT (S) CIQ SHALL
TAKE REPRESENTATIVE SAMPLES IN ACCORDANCE WITH THE PREVAILING STANDARDS.
SELLER OR SELLER`S REPRESENTATIVE APPROVED BY BUYER SHALL HAVE THE RIGHT
TO BE PRESENT AT SUCH SAMPLING AT BUYER’S EXPENSES. CIQ SHALL ANALYZE
THE SAMPLES SO TAKEN FOR PHYSICAL COMPOSITION OF ORE AND FREE MOISTURE
CONTENT.
AFTER COMPLETION OF ANALYSIS BY CIQ FOR
PHYSICAL COMPOSITION AND FREE MOISTURE CONTENT, THE SAMPLES TAKEN FOR
CHEMICAL ANALYSIS FOR PHYSICAL COMPOSITION AND FREE MOISTURE CONTENT,
THE SAMPLES TAKEN FOR CHEMICAL ANALYSIS SHALL BE DIVIDED INTO THREE (3)
EQUAL PARTS AND SEALED, ONE FOR BUYER, ONE FOR SELLER AND THE THIRD TO
BE RETAINED FOR UMPIRE PURPOSE. CIQ SHALL ANALYZE ONE OF PORTIONS FOR
ORE (FE) CONTENT AND OTHER CHEMICAL COMPOSITION ON DRY BASIS, AS SET
FORTH IN CLAUSE 3 AND SHALL ISSUE A CERTIFICATE OF SUCH ANALYSIS. SUCH
CERTIFICATES SHALL BE ISSUED AT THE CHINESE PORT(S).
THE ANALYSIS OF CIQ THUS DETERMINED SHALL BE
FINAL AND CONSIDERED TO CONSTITUTE FOR THE FINAL SETTLEMENT OF THIS
SHIPMENT IF THE DIFFERENCES BETWEEN CIQ ANALYSIS AND THE ANALYSIS OF THE
DESIGNATED QUALIFIED ASSAYER APPOINTED BY THE SELLER AT LOADING PORT IS
NOT MORE THAN 0,5% IN RESPECT OF FE CONTENT AND THERE SHOULD NOT BE ANY
SIGNIFICANT DIFFERENCE IN RESPECT OF AI203, SI02, PHOSPHORUS AND SULPHUR
CONTENT.
IN CASE OF DIFFERENCE IN PERCENTAGE OF
FE CONTENT BETWEEN CIQ ANALYSIS AND THE SAID LOAD PORT ANALYSIS IS MORE
THAN 0,5% OR IF THERE EXISTS SIGNIFICANT DIFFERENCE BETWEEN THE TWO-SAID
ANALYSIS IN RESPECT OF ANY ONE MORE CHEMICAL CONTENTS OTHER THAN FE, THE
SELLER SHALL CONSULT WITH THE BUYER TO RECONCILE SUCH DIFFERENCE. IF
AFTER CONSULTATIONS BETWEEN SELLER AND BUYER, THE DIFFERENCE CAN NOT BE
RECONCILED, EITHER SELLER OR BUYER MAY BE ALLOWED TO APPEAL TO THE OTHER
PARTY FOR AN UMPIRE ANALYSIS ON THE RESERVED UMPIRE SAMPLE BY AN UMPIRE
CHEMIST MUTUALLY AGREED BETWEEN THE BUYER AND THE SELLER AND THE RESULT
OF THE UMPIRE SAMPLE BY AN UMPIRE CHEMIST MUTUALLY AGREED BETWEEN THE
BUYER AND THE SELLER AND THE RESULT OF THE UMPIRE ANALYSIS THUS OBTAINED
SHALL BE THEN CONSIDERED TO CONSTITUTE THE ANALYSIS FOR THE FINAL
SETTLEMENT OF SUCH SHIPMENT.
EXPENSES OF SUCH
UMPIRE ANALYSIS BE BORNE BY THE PARTY WHOSE INITIAL ANALYSIS SHOWS A
GREATER DIFFERENCE FROM THE UMPIRE ANALYSIS. IF THE UMPIRE ANALYSIS IS
THE EXACT MEAN OF THE ANALYSIS OF SELLER AND THE ANALYSIS OF CIQ, THEN
SUCH EXPENSES SHALL BE EQUALLY BORNE BY BOTH PARTIES.
10. CLAUSE SHIPPING AND DISCHARGING TERMS
10.1. CARRYING VESSEL SHALL NOT CARRY, UNLESS
PRIOR WRITTEN APPROVAL FROM THE BUYER, OTHER CARGO THAN THE 64.50% IRON
ORE. SELLER SHALL OBTAIN A WRITTEN APPROVAL FROM THE BUYER PRIOR TO THE
COMMENCEMENT OF LOADING TO THE CARRYING VESSEL AND THE CARRYING VESSEL
SHALL CONFORM TO THE RESTRICTION IMPOSED BY THE APPROPRIATE AUTHORITIES
AT THE PORT OF DISCHARGE.
10.2. SUBSTITUTION OF
PERFORMING VESSEL, IF REQUIRED BY THE SELLER, SHALL BE ACCEPTED BY THE
BUYER UPON CONSIDERATION OF ESTIMATED TIME ARRIVAL OF THE SUBSTITUTE
VESSEL WHICH MUST BE THE SAME AS OR LATER THAN THAT OF THE ORIGINAL
CARRYING VESSEL PROVIDED NOT LATER THAN TERMINAL ARRIVAL DATE OF THIS
CONTRACT AND THE SUBSTITUTE VESSEL SHALL BEAR THE DIMENSION WITHIN THE
REQUIRED LIMITATION OF LOADING.
10.3. THE
CARRYING VESSEL MUST BE CLASSIFIED AS 100 A-1 LLOYDS REGISTER OR BE OF
EQUIVALENT CLASSIFICATION AND MUST BE NOT MORE THAN 15 (FIFTEEN) YEARS
OLD.
10.4. THE BUYER SHALL RECEIVE THE QUANTITY (
+/- 5%) AT SELLER OPTION ) PER SHIPMENT OF FE 65,00% IRON ORE .
10.5. THE SELLER SHALL ADVISE, IMMEDIATELY UPON
COMMENCEMENT OF LOADING, BY TELEX OR FACSIMILE, THE FOLLOWING: NAME OF
THE CARRYING VESSEL; 48 (FORTY EIGHT) HOURS NOTIFICATION UPON ARRIVAL OF
THE VESSEL; TIME OF ARRIVAL OF THE VESSEL AT THE PORT OF THE LOADING;
TIME OF COMMENCEMENT OF LOADING; ESTIMATED NET WEIGHT OF THE CARGO TO BE
LOADED AND THE INVOICE OF THE CARGO TO THE BUYER AND THE BUYER’S BANK.
10.6 THE SELLERS SHALL SEND BY TELEX OR FACSIMILE
TO THE BUYER IMMEDIATELY UPON THE COMPLETION OF LOADING THE FOLLOWING
DETAILS OF THE SHIPMENT: NAME OF THE CARRYING VESSEL; ITEM SHIPPED;
GROSS WEIGHT OF THE SHIPMENT IN METRIC TONS (MT); NET WEIGHT OF THE
SHIPMENT IN METRIC TONS (MT); TOTAL CNF VALUE IN USD.
10.7 DISCHARGING SHALL BE ON CQD BASIS.
10.8 NOTICE OF READINESS TO BE DELIVERED IN
ORDINARY OFFICE HOURS (08:00 TO 17:00 MONDAY TO FRIDAY AND 08:00 TO
12:00 SATURDAY), EXCEPT WHETHER IN PORT OR NOT (WIPON), WHETHER IN BERTH
OR NOT (WIBON), WHETHER IN FREE PRACTIQUE OR NOT (WIFPON), WHETHER
CUSTOM CLEARED OR NOT (WCCON) AND WHETHER SHIPPING DOCUMENTS HAVE BEEN
PRESENTED TO THE BUYER/BUYER碨 BANK OR NOT PRIOR TO ARRIVAL OF VESSEL.
LAY TIME TO BEGIN AT 1400 HOURS IF WRITTEN OR CABLED OR TELEXED NOTICE
OF READINESS IS DELIVERED TO RECEIVERS AND / OR VESSEL’S AGENT BEFORE
NOON AND AT 08:00 HOURS NEXT BUSINESS DAY IF WRITTEN OR CABLED OR
TELEXED NOTICE OF READINESS IS TENDERED (AS PER ABOVE) AFTER NOON. TIME
FROM NOON SATURDAYS TO 08:00 HOURS MONDAYS, AND FROM 1700 HOURS
PRECEDING A NATIONAL HOLIDAY UNTIL 08:00-HOUR NEST WORKING DAY ACCEPTED,
EVEN IF USED.
11. CLAUSE MARINE INSURANCE
MARINE INSURANCE COVERING ORE AFTER LOADING ON
BOARD THE VESSEL SHALL BE TAKEN OUT BY BUYER AT ITS EXPENSE. FOR THIS
PURPOSE SELLER SHALL ADVISE THE BUYER BY FAX BEFORE THE LOADING OF THE
VESSEL.
12. CLAUSE PARITY CLAUSE
IN THE EVENT OF AN IMF PARITY OF THE CURRENCY FOR
PAYMENT IN THIS CONTRACT BEING CHANGED IN THE FUTURE, SELLER AND BUYER
SHALL SUBJECT TO THE THEN APPLICABLE LEGAL REGULATIONS OF THE
GOVERNMENTS OF AND CHINA, DISCUSS THE PRICE OF THE ORE AND THE AMOUNT OF
LETTER OF CREDIT WITH A VIEW TO EVOLVING A SOLUTION.
13. CLAUSE TRANFER OF TITTLE AND RISK
THE TITLE WITH RESPECT TO EACH SHIPMENT SHALL
PASS FROM SELLER TO THE BUYERS WHEN SELLER RECEIVES REIMBURSEMENT OF THE
PROCEEDS FROM THE OPENING BANK THROUGH THE NEGOTIATING BANK AGAINST THE
RELATIVE SHIPPING DOCUMENTS AS SET FORTH IN CLAUSE 8 AFTER COMPLETION OF
LOADING ON BOARD, THE VESSEL AT LOADING PORT, AS PER SHIPMENT & DELIVERY
TIME OF ORE.
ALL RISK OF LOSS, DAMAGE OR
DESTRUCTION RESPECTIVE THE ORE DELIVERED SHALL PASS TO THE BUYERS AT THE
TIME OF DISCHARGING OF THE ORE FROM THE LOADING DEVICES INTO THE VESSEL.
14. CLAUSE LOSS OF CARGO
IN THE EVENT OF A TOTAL OR PARTIAL LOSS OF CARGO
AFTER COMPLETION OF LOADING ON BOARD THE VESSEL AND BEFORE COMPLETION OF
DISCHARGE AT THE DISCHARGING PORT(S), BUYER SHALL MAKE FINAL PAYMENT TO
SELLER ON THE BASIS OF THE ANALYSIS AT THE LOADING PORT AS SET FORTH IN
CLAUSE 9 AND QUANTITY AS MANIFESTED ON THE BILL(S) OF LADING.
15. CLAUSE FORCE MAJEURE
15.1- IN THE EVENT OF DELIVERY OF ALL OR 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, QUARENTINE RESTRICTION, ACTS OF GOVERNMENT, FIRE,
FLOODS, EXPLOSIN, EPIDEMIES, BLOCKADES, REVOLUTIONS,
INSURRECTION, MOBILIZATION, STRIKES, LOCKOUTS,
RIOTS, ACT OF GOD, SELLER OR BUYER SHALL BE RELIEVED OF THE
RESPONSIBILITY FOR PERFORMANCE OF THIS CONTRACT AS PER PARAGRAPH 3
HEREINAFTER TO THE EXTENT TO WHICH SUCH PERFORMANCE HAS BEEN OBSTRUCTED.
15.2- IN THE EVENT THAT SUCH FORCE MAJEURE
CONDITION OCCURS PRESCRIBED IN PARAGRAPH 11.1 HEREIN ABOVE, THE PART
SHALL ADVISE BY CABLE THE OTHER PARTY AS SOON AS POSSIBLE AND THE SHALL,
WITHIN TWO WEEKS AFTER OCCURRENCE OF SUCH AVENT, FURNISH THE OTHER PARTY
IN WRITING WITH THE PARTICULARS OF THE RELEVANT EVENT AND DOCUMENTS
EXPLAINING THAT ITS PERFORMANCE INS PREVENTED OR DELAYED DUE TO CAUSE OR
CAUSES AS SET FORTH PARAGRAPH 01 HEREINABOVE AND FURTHER SHALL FURNISH
AT THE SAME TIME OR AT LATEST WITHIN TWO(2) WEEKS AFTER OCCURRENCE OF
SUCH EVEN 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 PREVENTED BY ANY SUCH CAUSE OR CAUSES
HEREINABOVE MENTIONED.
15.3.- IN THE EVENT THAT
THE DURATION OF THE POSTPONEMENT OF THIS CONTRACT MENTIONED HEREIN
EXCEED THREE(3) MONTHS, THE OTHER PARTY SHALL HAVE THE OPTION TO CANCEL
THIS CONTRACT IN RESPECT OF THE UNDELIVERY QUANTITY OR EXTEND THE PERIOD
OF DELIVERY BY MUTUAL AGREEMENT.
16. CLAUSE
NON-DELIVERY & DELAYED DELIVERY
SHOULD THE SELLER
FAIL TO EFFECT DELIVERY ON TIME AS STIPULATED IN THIS CONTRACT OWING TO
CAUSES OTHER THAN FORCE MAJEURE AS PROVIDE FOR IN CLAUSE (15) OF THIS
CONTRACT, THE BUYER SHALL HAVE THE RIGHT TO CANCEL THE CONTRACT AND
CONFISCATE THE PERFORMANCE BOND AS PER 6.1 CLAUSE. OR, ALTERNATIVELY,
THE SELLER MAY, WITH THE BUYER CONSENT, POSTPONE DELIVERY ON PAYMENT OF
PENALTY TO THE BUYER. PENALTY SHALL BE CHARGED AT THE RATE 0.5% OF THE
TOTAL VALUE FOR EVERY 10 DAYS, ODD DAYS LESS THAN 10 DAYS SHOULD BE
COUNTED AS 10 DAYS. ODD DAYS OVER 10 DAYS SHOULD BE COUNTED AS EXACT
DAYS. THE TOTAL PENALTY SHALL NOT EXCEED 2% OF THE TOTAL VALUE OF THE
CARGO INVOLVED. THE DELAY OF SHIPMENT MUST NOT EXCEED 30 DAYS AFTER THE
LATEST SHIPMENT DATE OF THIS CONTRACT.
17. CLAUSE
ARBITRATION
ANY DISPUTE BETWEEN SELLER AND BUYER
WHICH MAY ARISE HEREUNDER AND WHICH CAN NOT BE SETTLED BY MUTUAL ACCORD
SHALL BE REFERRED TO ARBITRATION UNDER THE RULES OF CONCILIATION AND
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE OF PARIS/FRANCE.
THE BOARD OF ARBITRATION SHALL BE COMPOSED OF THREE ARBITRATORS, ONE OF
WHOM SHALL BE CHOSEN BY SELLER, ONE BY BUYER AND THIRD BY THE TWO SO
CHOSEN.
IF SELLER OR BUYER FAILS TO CHOOSE AN
ARBITRATOR WITHIN THIRTY DAYS AFTER NOTICE OF COMMENCEMENT OF
ARBITRATION OR THE TWO ARBITRATOR FAILS TO CHOOSE, A THIRD ARBITRATOR
WITHIN THIRTY DAYS AFTER THEIR APPOINTMENT, THE COURT OF THE
INTERNATIONAL CHAMBER OF COMMERCE SHALL, UPON THE REQUEST OF SELLER OR
BUYER, APPOINT THE ARBITRATOR OR ARBITRATORS TO COMPLETE THE BOARD AND
THE PLACE OF ARBITRATION SHALL BE THE COUNTRY OF THE DEFENDANT PARTY.
THE ARBITRATION AWARD SHALL BE FINAL AND BIDING UPON THE PARTIES TO SUCH
THE ARBITRATION AND MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
NEITHER PART SHALL TAKE ANY DISPUTE TO ANY COURT UNTIL SUCH AN
ARBITRATION AWARD HAS BEEN MADE. NO DISPUTE AS TO MATTER EXPRESSLY
STATED IN THIS CONTRACT TO BE DETERMINED BY MUTUAL AGREEMENT OR TO BE
MUTUALLY AGREED SHALL BE REFERRED TO ARBITRATION NOR OTHERWISE
DETERMINED THAN BY AGREEMENT OF SELLER AND BUYER.
18 CLAUSE VALIDATION AND ALTERATION
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 CONDITIONS OF THIS
CONTRACT SHALL BECOME EFFECTIVE WHEN CONFIRMED BY BOTH SELLER AND BUYER
IN WRITING BASIS DATE FIRST HEREINABOVE WRITTEN, EACH OF THEM TO BE
RETAINED BY RESPECTIVE PARTY OF THIS.
19 CLAUSE
BANK INFORMATION
Seller` s Bank
Bank Name
Bank Address
Sort Code:
SWIFT / BIC
Code:
IBAN:
Account Number
:-
Account Name :-
Tel No.
Fax No :-
Buyer` s Bank
BANK NAME: BANK OF CHINA, BRANCH
BANK ADDRESS:
ACCOUNT
NUMBER:
ACCOUNT NAME:
SWIFT CODE:
TEL NO: 1-86-
FAX NO: 1-86-
Presiding
Company’s Bank
BANK NAME:
CLIENT NAME:
BANK ADDRESS:
V6M2V7
ACCOUNT NUMBER:
TRANSIT NUMBER:
SWIFT
CODE:
TEL NO. 1-604-
FAX
NUMBER: 1-604-
BY THE BUYER BY THE BUYER
Signature: ___________________ Signature:
___________________
Seal: Seal:
________________________
Date:
_____________________________ Date: ___________________________
PRESIDING CO. www.chensihong.org
