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COAL SALES AGREEMENT
This Agreement made this date xxxxx between:
SELLER: PT. SSDK
and
BUYER: xxxxx a company organised and existing
under the laws of xxx, (hereinafter referred to as 'Buyer'), having its
principal offices at xxxxxx
DEFINITIONS
In this Agreement unless the context otherwise
requires:
i “adb” means air dried basis.
ii “ar” means as received basis.
iii “Bill of Lading” means the bill of lading
issued by the vessel owner to the Seller in respect of the stated amount
of Coal in a particular shipment.
iv “Business
Day” means the period between the hours of 8am to 4pm on a day other
than Saturday, Sunday or any public holiday.
v
“Cargo” means cargo of approximately 40,000 tonnes.
vi “Coal” means steaming coal produced for the
Seller from Kintap and Sungai Danau area, South Kalimantan.
vii “Contract Quantity” means 40,000 tonnes of
Coal, +/- 10% at the Buyer's sole discretion.
viii “Delivery Point” means free on board vessel
at the Loading Port.
ix “Demurrage” means a
charge payable in the event the Seller is unable to complete loading a
ship within Laytime.
x “Despatch” means the
charge payable in the event the Seller completes loading the ship before
the end of Laytime
xi “Loading Port” means the
Port of Muara Satui, Kalimantan, Indonesia, or such other port as the
parties may agree to in writing
xii “Kcal/kg”
means kilocalories of energy per kilogram of coal.
xiii “Laytime” means the time allowed for loading
a vessel, calculated in accordance with clause 9.
xiv “US$” means (unless otherwise specified) the
currency of the United States of America
xv
“Party” or 'Parties' means Seller or Buyer or both.
xvi “Tonne” means a metric tonne of 1000
kilograms. For the purpose of conversion a metric tonne equals 0.984206
long tonnes and a long tonne equals 1.016047 metric tonnes.
WHEREAS, Seller has agreed to sell and Buyer has
agreed to purchase five trial cargoes of Coal in accordance with the
terms and conditions set out below. If the trial is successful and Buyer
is satisfied with the performance of the Coal, the Parties wish to
discuss the possibility of entering into an agreement, upon terms and
conditions to be agreed, for the supply and purchase of Coal on a long
term basis.
The Seller and Buyer mutually agree
as follows:
1.0 QUANTITY
1.1 Seller agrees to sell and Buyer agrees to
purchase the Contract Quantity of 120,000 MT on a FOB vessel Muara Satui
anchorage basis.
2.0 DELIVERY
2.1 Seller undertakes to deliver the Contract
Quantity to the Buyer at the Delivery Point within the period of
……..2005.
2.2 The Seller is responsible for
providing the barges sufficient to load at the specified rate to the
vessel(s) chartered by the Buyer under this Agreement. The Coal shall be
shipped at the Buyer’s expense in bulk on board such vessel(s). Buyer to
provide grab fitted vessels capable of accepting coal at the delivery
rate.
3.0 QUALITY
3.1 The
Coal supplied shall be freshly mined from the open cast mines in Kintap
and Sungai Danau area in South Kalimantan.
Each
delivery of Coal by Seller to Buyer shall be of merchantable quality,
well blended, and delivered as far as reasonably practicable clean and
free of all debris, earth and other foreign matter. Each delivery of
Coal shall meet the following specifications below, determined at the
Loading Port in accordance with the applicable ASTM Standards methods
shown below:
Item
Typical
Limit Description
Limit
Rejection
Total Moisture
28% (ar)
Must not be less
than:
32% (ar)
35% (ar)
Inherent Moisture
18%
(adb)
Approximately
Ash
3% (adb)
Maximum content
must not exceed:
4% (adb)
6% (adb)
Volatile Matter
42% (adb)
Total Sulphur
0.2% (adb)
Maximum content
must not exceed:
0.3% (adb)
0.6% (adb)
Calorific Value
5,500 kcal/kg (adb)
Must
not be less than:
5,300 kcal/kg (adb)
<5,000 kcal/kg (adb)
Size
0 x 50 mm
Must all be less
than:
75mm
3.2 If coal
quality as determined by the loading port analysis exceeds the limit as
shown in Clause 3.1 but is less than the Rejection limit then the
following penalties are to apply:
a) Total
Moisture – for each percentage point (prorate for fractions) in excess
of 33% the invoice weight shall be reduced by that percentage.
b) Ash – for each percentage point of ash in
excess of 4% but less than 6% (prorate for fractions) a penalty of US$
0.2 per 1 % shall apply.
c) Sulphur - for sulphur
in excess of 0.4% but less than 0.6% for each 0.1% in excess of 0.4%
(prorate for fractions) a penalty of US$ 0.2 per 0.1% shall apply.
d) Calorific value the price shall be a function
of calorific value for levels above 5,000 kcal/kg (adb) according to the
following formula:
Price = Agreed price/tonne x
loading port CV
5,300 kcal/kg
3.3 If the Parties agree or as a result of the
testing in Clause 3.1 it is determined, that the Coal exceeds the
rejection limits set out in Clause 3.1 (“Non-Specification Coal”)
regardless of whether or not Seller has notified Buyer that it is
Non-Specification Coal, then:
a) If initiated by
Buyer at its sole discretion, the Parties shall immediately discuss
alternative terms of supply and may agree the price and the terms upon
which Buyer shall purchase the Non-Specification Coal, whereupon Buyer
shall purchase such Non-Specification Coal; or
b)
Buyer may, if Buyer does not initiate such discussions or if the Parties
fail to reach agreement in accordance with (a) above, reject the
Non-Specification Coal, whereupon Seller shall immediately remove the
Non-Specification Coal and Buyer shall not be obliged to pay for it.
3.4 At the Loading Port, Seller shall cause
representative samples of the Coal to be taken from the shipment and
arrange for such samples to be analysed by a qualified independent
testing laboratory appointed by Seller and approved by Buyer.
The said samples shall be combined by the
laboratory to form a composite sample and analysed in accordance with
the Standard for each item specified in Clause 3.1.
Seller shall provide Buyer with a certificate
from such laboratory within five working days showing the results of
such analysis for each item in Clause 3.1 and such analysis shall
constitute the basis for Seller's invoice. The cost of such analysis
shall be for Seller's account.
4.0 WEIGHT
DETERMINATION
4.1 The weight of each shipment of
Coal shall be determined at the Loading Port by a survey of the vessel’s
draft and utilizing vessel immersion scale weights to the nearest Tonne,
conducted by a qualified independent agency appointed by the Seller and
approved by the Buyer. The Certificate of Weight provided by the
independent agency shall constitute the basis for the Sellers invoice,
therefore determination of weight will be final at loading port. The
cost of such weight determination shall be for the Sellers account.
4.2 Buyer shall be entitled to attend the draft
survey, or appoint a recognised expert of its own choice at Buyer’s
cost, to attend on its behalf, and they shall have access to all records
hereof.
5.0 PRICE
5.1 The
price of the Coal shall be calculated on the basis US$29/tonne FOB basis
5,500kcal/kg (adb) with prorate adjustment in price for calorific value
greater than or less than 5,300 kcal/kg (adb).
6.0 PAYMENT
6.1 Payment to
be by an irrevocable confirmed at sight letter of credit established for
110% of each cargo contract value through a prime international bank
opened within 5 days after signing the contract. Such Letter of Credit
shall be settled, accepted and approved by Buyer and Seller not less
than 30 days prior to shipment date. Letter of credit to require,
Seller’s commercial invoice, Bills of Lading, Certificate of Origin,
Certificate of weight and Certificate of Quality.
6.2 Seller’s invoice shall be calculated based on
the price as shown in clause 5.1, to give a value per Tonne of Coal
(US$/Tonne). Any penalties for ash or sulphur are to be deducted from
this price to arrive at the invoice price. The invoice price shall be
further multiplied by the Tonnes delivered, as determined in accordance
with clause 4.0 of this agreement to produce the invoice amount in US
Dollars. The seller shall provide 3 original copies of invoices ; 2
copies original invoices to bank and 1 copy original invoice to the
buyer.
6.2 Seller shall submit an invoice to
Buyer by facsimile and by mail, accompanied by a copy of the Certificate
of Weight and a copy of the Certificate of Analysis as soon as possible
after the completion of delivery of the Coal. The invoice shall specify
the amount of Coal delivered to Buyer, and the price of such Coal.
6.3 If Buyer disputes the accuracy of any invoice
it shall notify the Seller accordingly. Such notice shall state the
nature of the dispute, along with supporting details. The Buyer shall
pay the undisputed amount. The Parties shall use all reasonable
endeavours to settle the dispute as soon as practicable, failing which
either Party may refer the dispute for determination by an expert in
accordance with clause 17.2 and the expert shall determine the amount of
the invoice for the purposes of this clause 6.3.
7.0 TITLE AND RISK OF LOSS
Property in and responsibility (including all
risk of loss, damage or destruction and other liabilities and
responsibilities implied by ownership) for Coal shall pass to Buyer upon
delivery of such Coal to the Delivery Point.
8.0
SHIPPING AND DELIVERY REQUIREMENTS
8.1 The Buyer
shall arrange for the utilisation of a single-deck geared bulk carrier
suitable for the carriage of the Coal and suitable to load from barge at
the Loading Port. All vessels to be equipped with grabs of sufficient
size to achieve the loading rate and all necessary light for night work
as on board.
8.2 The Buyer shall give a notice to
the Seller containing the following information at least seven (7)
Business Days prior to the expected date of arrival at the Loading Port
of a vessel suitable for berthing and loading at the Loading Port and
suitable for discharging at the Discharging Port at the agreed rate, as
arranged by the Buyer in accordance with clause 8.1:
(a) Name and particulars of the vessel.
(b) Vessel’s expected date of arrival at the
Loading Port.
(c) Quantity scheduled to be
loaded.
The Seller shall confirm such notice,
within one (1) Business Day after receipt thereof.
8.3 Buyer shall give to Seller 7 days, 3 days, 48
hours and 24 hours notice of the vessel’s estimated time of arrival at
the Loading Port.
8.4 Based on the Buyer’s
schedule of shipment and the advice of the vessel’s arrival, the Seller
shall, before such arrival, complete necessary preparation for the
loading of the Coal.
9.0 LOADING TERMS
9.1 The Buyer shall give a notice of readiness to
load the vessel (“Notice of Readiness”) to the Seller, after arrival at
the Loading Port on any day including Sundays and holidays providing the
vessel is in all respects available and ready to load. Seller’s
guarantee one safe port/anchorage where vessel shall always be afloat at
the loading port.
9.2 Laytime calculations
a) Laytime for discharge shall commence twelve
(12) hours after the Notice of Readiness is tendered, or upon
commencement of discharge if sooner commenced, and shall be for a period
of:
amount in days = total tonnage of the
shipment /5,000
Laytime for loading shall be
calculated on Bill of Lading quantity.
b) Laytime
to cease on completion of loading.
c) Shifting
time from anchorage (at the time the Pilot is onboard) to the loading
anchorage shall not count towards Laytime, or, if the vessel is already
on Demurrage, towards Demurrage.
d) In the event
of the Seller’s failure to load full cargo on the arrival of the vessel
at loadport, all losses including deadfreight, demurrage incurred shall
be for Seller’s account. In case the loading of the vessel is
interrupted for more than 72 consecutive hours for reason of cargo
shortage and/or nor readiness of Seller’s customs/port/governmental
documentation formalities, Buyer has the right to sail the vessel with
cargo on board and Seller shall be responsible for direct and
consequential losses on account of the same. If the vessel fails to
arrive within 10 days from expiry of the agreed laydays, then the buyer
will be responsible for storage cost, interest and associated direct
costs incurred (including fee and demurrage of barges).
9.3 The Seller shall arrange for the cargo to be
transported by barge to the side of the vessel, at an average rate of
5,000 Tonnes per weather working day, including Sundays and holidays
provided vessel can load it at this rate with its own gear and grabs.
9.4 Demurrage and Despatch Money
a) The Seller shall be liable to pay to the Buyer
all Demurrage charges calculated in accordance with the terms of this
Agreement. Demurrage charges shall be paid in respect of time required
to load the vessel in excess of Laytime at the rate of the relevant
charter party per day (pro-rata) for all time in excess of Laytime.
b) The Buyer shall be liable to pay to the Seller
Despatch in respect of time of Laytime saved in loading the vessel, at
the rate of the relevant charter party per day (pro-rata) for Laytime
saved.
9.5 The Seller or Buyer (as the case may
be) shall notify the other Party by facsimile of the amount of Demurrage
or Despatch due at the completion of loading of each shipment. The
Seller or the Buyer (as the case may be) shall pay the other Party the
Demurrage charge or Despatch bonus at the Discharging Port within thirty
(30) days after completion of discharge.
10.0
AGENCY
The Seller and the Buyer, respectively,
may appoint their agents to perform all or any part of their obligations
hereunder. A Party that appoints an agent(s) to perform such obligations
shall, as soon as is reasonably practicable, notify the other Party in
writing specifying the name and contact details of the agent(s).
In such event, the Party who has appointed an
agent shall be directly and unconditionally responsible to the other
Party in all respects as to the acts of their agent performed within the
scope of agency created.
11.0 INSURANCE
Seller shall provide insurance cover only for the
coal delivery from loading port to safe anchorage point and buyer shall
responsible for insurance cover from anchorage point to destination
port. Seller shall maintain an adequate insurance policy with a
reputable insurer to cover the replacement value of the Coal, for the
period up to the delivery of the Coal at the Delivery Point, and shall
ensure that Buyer is named as a co-insured on the insurance policy.
12.0 FORCE MAJEURE
A Party
(“Affected Party”) will be relieved from the performance of its
obligations under this agreement (but excluding the performance of an
obligation to pay money) to the extent and for the duration that such
performance is prevented through reduction of, or interference with the
production, delivery, receipt or consumption of Coal by a cause beyond
the control and without the fault or negligence of the Affected Party.
Causes or events relieving a Party from
performance of its obligations, to the extent and for the duration of
such causes or events shall include but not be limited to the following:
Acts of God or public enemies; acts of Government
in either its sovereign or contractual capacity; Governmental
restrictions or control on exports or imports; war, riots, fires,
floods, strikes, lock-outs, epidemics and quarantine restrictions.
If such Force Majeure conditions or other
circumstances beyond the control of the Affected Party occur or are
likely to occur, the Affected Party shall notify the other Party
promptly of the occurrence of such circumstances by facsimile.
The Affected Party shall use all reasonable
endeavours to remove the cause of the delay, interruption or failure and
to resume with the least possible delay its obligations in compliance
with this agreement. Furthermore the Affected Party shall furnish the
other Party with a progress report by facsimile, of the then current
situation weekly or from time to time upon the request of the other
Party.
13.0 ASSIGNMENT
This agreement is binding on and for the benefit
of the Parties and their successors, transferees and assigns, but this
agreement shall not be assigned or transferred by Seller or Buyer, in
whole or in part, either voluntarily or by operation of law, without the
written consent of the other Party being first obtained but such consent
to assignment shall not be unreasonably withheld.
14.0 NOTICES
Any notice
given by one Party to the other shall be in the English language and
sent by facsimile, mail, email or by courier. Any notice sent by
facsimile shall be deemed received on the day of transmission and any
notice sent by mail or courier shall be deemed duly received on the
seventh day following deposit in the mail or with courier, prepaid, and
properly addressed as follows:
SELLER
PT. SSDK
Kintap. Tanah
Laut
South Kalimantan
BUYER
xxxxxxxxx
15.0 WAIVER
Except as
herein otherwise specifically provided, the failure of either Party to
insist on strict performance of any provisions of this agreement or to
take advantage of any right hereunder, shall not be construed as a
waiver of such provisions or right or a waiver of any subsequent
performance thereof.
16.0 REMEDIES CUMULATIVE
Remedies provided under this agreement shall be
cumulative and in addition to other remedies provided by law.
The Parties agree that they will comply with the
provisions of clause 17 prior to enforcing any other remedies provided
by law.
17.0 GOVERNING LAW AND DISPUTE RESOLUTION
17.1 This agreement shall be governed by the law
of the Republic of Indonesia.
17.2 If a dispute
arises in relation to the quantity of Coal delivered under clause 4 or
in relation to an invoice pursuant to clause 6, the dispute shall be
determined by an expert and the following shall apply:
(a) A Party shall serve written notice on the
other stating the subject matter and details of the dispute and
requiring the dispute to be referred to the determination of an expert
to be appointed by agreement between the Parties. Failing agreement
within 10 days after the date of the notice, each party may appoint an
arbitrator for settling the dispute.
(b) The
expert/arbitrators shall give their determination within 10 working days
and such determination shall be final and binding on the Parties. The
costs of the expert shall be borne jointly by the Parties.
17.3 Except where it relates to the quantity of
Coal delivered under clause 4, or to an invoice pursuant to clause 6, in
which case clause 17.2 applies, any dispute or difference arising
hereunder or in any way connected herewith is to be resolved by
arbitration in accordance with the law of the Republic of Indonesia. The
tribunal shall consist of three persons. The place of arbitration shall
be in Surabaya / Jakarta.
18.0 END USER
Buyer warrants that the subject cargo is for end
use by thermal coal users.
19.0 CONFIDENTIALITY
The Parties agree to keep all details of this
transaction confidential.
SELLER BUYER
PT Surya Sakti Darma Kencana
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indo coal export offer newspaper
/
CONTRACT FOR SALE AND
BUY COAL
Number : …./TTI-GCT/III/05
Date : , 2005
SELLER : PT.
TTI
BUYER :
This agreement
made on 2005 , between Buyer, a company incorporated under the laws of
…………………………………. agrees to buy, and Seller a company incorporated under
laws Republic of Indonesia, agrees to sell the following material on the
under mentioned terms and conditions.
1.
DEFINITIONS
In this Agreement, unless the context
otherwise requires, following terms shall respectively have following
meanings:
a. “C” means degree(s) centigrade or
degree(s) Celsius as defined in the “International System of Units”
b. “Coal”, “Luna Coal”, means Indonesian Steam
Coal meeting the specifications set forth in this contract agreement.
c. “FOBT” means delivery Free On Board accordance
with INCOTERMS last revision and Trimmed.
d.
“Kcal” means Kilocalorie(s) as defined in the “International System of
Units”
e. “Kg” means Kilogram(s) as defined in
“International System of Units”
f. “mm” means
millimeter as defined in “International System of Units”
h. “Port of Loading” means the port at which the
coal is to be loaded at in Indonesia.
i.
“Ton(s)”, “tonne(s)”, and “MT” means metric tonne of 1,000 Kgs as
defined in “International System of Units”
l. A
fraction of a tonne in any calculation shall be rounded up to the
nearest tonne if such fraction is one half of a tonne or more and shall
be rounded down otherwise
m. A fraction of a cent
in any calculation shall be rounded up to the nearest cent if such
fraction is one half of a cent or more and shall be rounded down
otherwise.
n. “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”.
o. “Major Indonesian Holidays” means 2 Days of
Idul Fitri, 1 day of Good Friday, Idul
Adha,
Independence Day and Christmas Day
2. COMMODITY
AND QUANTITY
2.1. Commodity : Indonesian Steam
Coal in Bulk
2.2. Quantity : 120,000 MT/ month x
12 (Combined GCV 5700, 5500 )
3. SHIPMENT
The commodity is to be shipped within ………………
2005, in the following terms:
• Term basis : FOB,
Stowaged and Trimmed Vessel at Loading Port
•
Origin : Indonesia
• Loading Port : Muara Satui
Anchorage, South Kalimantan, Indonesia.
4.
SPECIFICATIONS OF COAL
On Air Dried Basis, (ADB)
unless otherwise stated:
Total Moisture (ARB) 27
%
Inherent Moisture 17 % max
Ash Content 7 % max
Volatile Matter 40 % approx
Fixed Carbon By difference
Total Sulfur 1. % max
Gross Calorific Value 5,700 kcal/kg
H.G.I. 48 min
Size: 0 x 50
mm
Or
Total Moisture (ARB)
30 %
Inherent Moisture 19 % max
Ash Content 7 % max
Volatile Matter 40 % approx
Fixed Carbon By difference
Total Sulfur 0.7% max
Gross Calorific Value 5,500 kcal/kg
H.G.I. 55 min
Size: 0 x 50
mm
5. UNIT PRICE AND PRICE ADJUSTMENT
5.1 A. Base Price of Coal GCV 5700 Kcal/Kg
US$ 33/ MT FOBST Vessel at Loading Port, Muara
Satui Anchorage, South Kalimantan, Indonesia basis 5,700 kcal/kg (Air
Dried Basis) and Total Moisture B/L weight reduction above 27% (As
Received Basis).
5.1.B. Base Price of Coal GCV
5500 Kcal/Kg
US$ 30/ MT FOBST Vessel at Loading
Port, Muara Satui Anchorage, South Kalimantan, Indonesia basis 5,500
kcal/kg (Air Dried Basis) and Total Moisture B/L weight reduction above
30% (As Received Basis)
5.2 A. Price Adjustment
On Coal Quality Of Coal GCV 5700 Total Moisture (As Received Basis):
If Total Moisture on As Received Basis is in
excess of 27%, then invoice weight of the coal is to be determined as
per following formula:
Invoice Weight = (127 -
Actual TM) x B/L weight
100
No premium or adjustment to apply if the actual
TM content of the Coal is less than the guaranteed TM on As Received
Basis for each shipment.
Gross Calorific Value
(Air Dried Basis):
Bonus or Penalty will be
applicable for GCV (ADB) value higher or lower than 5,700kcal/kg (ADB)
under the below formula:
Adjusted Unit Price
(USD/MT) = Base Price x Actual GCV (ADB)
5,700
5.2.B Price Adjustment on Coal Quality of Coal
GCV 5500
Total Moisture (As Received Basis):
If Total Moisture on As Received Basis is in
excess of 30%, then invoice weight of the coal is to be determined as
per following formula:
Invoice Weight = (130 -
Actual TM) x B/L weight
100
No premium or adjustment to apply if the actual
TM content of the Coal is less than the guaranteed TM on As Received
Basis for each shipment.
Gross Calorific Value
(Air Dried Basis):
Bonus or Penalty will be
applicable for GCV (ADB) value higher or lower than 5,500kcal/kg (ADB)
under the below formula:
Adjusted Unit Price
(USD/MT) = Base Price x Actual GCV (ADB)
5,500
6. SHIPPING TERMS
6.1.
Loading rate : 7,000 MT PWWD SHINC, except the Indonesian super holiday
as stipulated in the clause 1.o. and any special date declared and
determined by the Government of the Republic of Indonesia as special
holiday for a particular reason such as “election day”.
6.2. Vessel Nomination to be tendered by the
Buyer 15 days prior to earliest date of laycan date at port of loading
and to be responded by Seller within 24 hours.
6.3. Laytime to commence 12 hours after Notice of
Readiness is tendered unless sooner commence loading.
6.4. Notice of Readiness (N.O.R) to be tendered
by fax/cable during office hours Monday to Friday : 09.00 – 17.00 hours,
Saturday : 09.00 – 12.00 hours Jakarta Time.
6.5.
Demurrage and dispatch rate as per relevant Charter Party subject to
acceptance and agreed by the Seller. Dispatch is half demurrage rate.
Demurrage will only applicable if loading rate result as per laytime
calculation under 8000 mt per day.
6.6.
Calculation of Demurrage/Dispatch is based on Statement of Fact (SOF)
issued by the vessel agent at loading port. Result of demurrage or
dispatch calculation and dead-freight, if any, must be settled by
Telegraphic Transfer, out of payment mechanism of Letter of Credit
within 45 days after the B/L date.
6.7. Notice of
Arrival (N.O.A) ETA loading port 10,7,5,4,3,2,1 day notices must be
tendered, failing which N.O.R to be accepted at the event Seller ready
to load the vessel. In this respect, laytime to be started counting at
the moment of the first coal onboard.
6.8. Vessel
to be have sufficient gears / cranes with 8 CBM grabs minimum for
sufficient lifting capacity to achieve the Loading Rate as above.
6.9. In the event slower loading due to ship’s
gears and grabs problem, which is not caused by stevedoring fault or
negligence, then the loading rate should be calculated pro rata per the
guaranteed load rate.
7. INSPECTION
7.1 Seller shall at their own cost appoint PT.
Geoservices Ltd., an independent, international surveyor which is
mutually agreed between Buyer and Seller to carry out at the loading
port the sampling and analysis of the coal shipment. The analysis
results to be determined at loading port will be treated as final and
binding as to the quality of the coal for settlement.
Each representative sample shall be divided into
three parts to provide:
- One sample for shipment
analysis.
- One sample for the Buyer, to be
either placed onboard the vessel or couriered to the buyer directly.
- One sample which shall be retained by an
independent surveyor in a suitable airtight container properly sealed
and labeled until 90 (ninety) days after the loading of the vessel.
7.2 In the event that either party wishes to
challenge the result of any analysis made at the port of loading. It
shall do so within 30 (thirty) working days from shipment being
discharged at discharging port. In such event the umpire sample taken at
the loading port shall be sent to an independent laboratory agreed by
both parties.
The costs and expenses of such
further analysis shall be borne by the party requesting such analysis.
7.3 In the event that the results of the
reanalysis are deviating considerably from the first analysis report or
should one party prove any inaccuracy in taking the samples or the
analyzing, both parties will discuss in good faith to clarify the
situation and agree on a new analysis result for invoicing purposes at
the result within the tolerance value of the ASTM standards.
7.4 The Seller agrees that the Buyer’s
representative to be allowed to be present at the loading port to
observe the loading and sampling if required.
8.
DETERMINATION OF QUANTITY
Seller shall at its
cost, determine the weight or the shipment at the port of loading by
means of draft survey which shall be conducted by PT.Geoservices Ltd.,
independent marine surveyor at the loading port who will issue the
Certificate of Weight and the Draft Survey Report which will be treated
as final and binding for settlement.
9. PAYMENT
AND L/C INSTRUCTIONS
100% of cargo value to be
paid at sight by an irrevocable, Letter of Credit from a first class
international bank acceptable to Seller. The clean and workable Letter
of Credit shall be received by the seller 15 days prior to the first
date of the agreed laycan period. All charges out of Indonesia for
Buyer’s account.
L/C payable against following
set of original documents:
· Seller’s signed and
stamped commercial invoice in triplicate showing details of calculation.
· Full set of original clean on board Charter
Party Bill of Lading marked “Freight Payable as per Charter Party”.
· Certificate of Sampling and Analysis in 1
original plus 2 copies issued by an independent surveyor
· Certificate of Origin issued by the Ministry of
Industry and Trade in South Kalimantan, Indonesia or any relevant
authority
· Certificate of Weight in 1 original
plus 2 copies issued by an independent surveyor
·
Draft Survey Report in 1 original plus 2 copies issued by an independent
surveyor
Additional Documentary Instructions:
· TT reimbursement is allowed
· Freely negotiable with any bank ( unrestricted
Letter of Credit )
· Tolerance on L/C amount and
Quantity is plus/minus 10(ten) percent.
· All
charges outside of Indonesia for Buyer’s account.
· Third party documents except commercial invoice
and draft (bill of exchange) is acceptable.
·
Charter Party B/L is acceptable.
· The Seller
shall fax copies of Bill of Lading within 3 working days after the Bill
of Lading date.
· Other documents shall be faxed
within 5 working days after Bill of Lading.
· L/C
overdrawn due to commercial invoice amount adjustment based on coal
quality is acceptable
10. TAXES, DUTIES, ETC.
All export taxes, duties, levies, dues, other
fees of authorities, customs fees etc. on the coal discharging from
barge(s) to the vessel, if any, at the anchorage point shall be to the
Seller’s account.
11. TITLE AND RISK
11.1. The title in respect of coal being bought
shall pass from the Seller to the Buyer
at the
moment of payment from Buyer to Seller through Letter of credit payment
mechanism settled as stipulated at article 9.
11.2. The title in risk of coal being bought
shall pass from the Seller to the Buyer
at the
moment the coal on board of the Vessel at loading port.
12. INSURANCE
To be
provided by the Buyer.
13. FORCE MAJEURE
In the event of contingency beyond the control of
either party and without its faults or negligence, including but not
restricted to acts of the public enemy, acts of the foreign government,
fires, floods, epidemics, quarantined restrictions, strikes and freight
embargoes and from which the affected party cannot reasonably relieve
itself by giving security or otherwise, the contract shall be suspended
until such causes come to exists. If the state force majeure persist
more than 60 days, the contract shall be considered to be cancelled with
regards to the undelivered portion. In order the provisions of this
clause become operative, the party of the contract affected by the force
majeure conditions must furnish the other party with written notice
about the mature and extent of the condition, promptly.
14. AMENDMENTS
Any
amendments of this contract shall be in the form of an addendum in
writing to be signed by Buyer and Seller. Such addendum if so signed
shall thereafter form an integral part of this contract.
15. LAWS/ARBITRATION
This
contract shall be governed by the Republic of Indonesia laws. Any
dispute arising during execution of this contract shall be settled
amicably by mutual agreement between the contracting parties. Should no
agreement be reached within 30 days, then the dispute shall be submitted
for settlement to the arbitration of the International Chamber of
Commerce or the Foreign Trade Arbitration Commission in Third Country by
one or more arbitrators appointed in accordance with the rules.
This contract is to be kept strictly private and
confidential.
To signify understanding, agreement
and acceptance of all terms and conditions above, both parties have
hereto fixed signatures below.
Buyer: Seller :
PT. TTI
Name : ___________
Name : ________________
www.Australia-Brazil-China-India-Iron-Ore-Bulk-Vessel-Ship-Shipping.com/Fax0086-21-56069484/56943847/62765692/62769182/www.chensihong.org
; chensihong@chensihong.org
indo coal offer
export newspaper;
indo coal offer export
newspaper;
www.Australia-Brazil-China-India-Iron-Ore-Bulk-Vessel-Ship-Shipping.com/Fax0086-21-56069484/56943847/62765692/62769182/www.chensihong.org
; chensihong@chensihong.org
