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ÈÕÆÚ: 2004-10-15 07:47
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CONTRACT AGREEMENT IS
MADE AND ENTERED INTO THIS outuber14 2004 BY AND BETWEEN:
A. - FROM ONE S LTDA. A COMPANY FULLY REGISTERED
AND ADDRESSED AT R FLOOR �SÃO PAULO �SP REPRESENTED BY ITS MANAGING
DIRECTOR AND FULL POWER OF ATTORNEY MR. , HERE IN AFTER KNOWN AS THE
SELLER.
B. - FROM THE OTHER SIDE,
- A COMPANY FULLY REGISTERED AND ADDRESSED AT 11
�REPRESENTED BY ITS MANAGING DIRECTOR AND FULL POWER OF ATTORNEY MR/Ms
/ F, REPRESENDED BY ADMINISTRATOR AND FULL POWER OF, HERE IN AFTER KNOWN
AS THE MANDATE.
THIS CONTRACT IS MADE BY AND
BETWEEN THE SELLER AND BUYER, HEREBY THE SELLER AGREES TO SELL AND THE
BUYER AGREES TO BUY THE UNDER MENTIONED GOODS TO CHINA, ON THE TERMS AND
CONDITIONS STATED BELOW.
1--CLAUSE �COMMODITY
BRAZILIAN IRON ORE FINES ACCORDING FOLLOWING
SPECIFICATIONS:
IRON ORE FINES FE: 64,5%
2. CLAUSE �QUANTITY AND SHIPPING PERIOD
01.- QUANTITY � 150,000 DMT / MONTHLY (ONE
HUNDRED FIFTY DRY METRIC TONS ) - WITH 10% MORE OR LESS �PER PERIOD OF
01 (one) YEAR.
PER SHIPMENT: 150,000 METRIC TONS
(+/- 10%) X 12 SHIPMENTS.
TOTAL QUANTITY:
1,800,000 METRIC TONS (+/- 10%).
02.- SHIPPING
PERIOD:
WITHIN 30-45 DAYS AFTER BUYER’S L/C IS
OPENED AND IS ACTIVATED BY SELLER’S PERFORMANCE BOND.
LOADING PORT: TUBARÃO PORT - VITÓRIA OR
SEPETIBA PORT RIO DE JANEIRO - STATE - BRAZIL
LOADING RATE - MINIMUM 8,000 MT / WORKING HOUR
DESTINATION PORT
�NING’BO/ZHAN’JIANG/FANGCHENG SEAPORT IN CHINA
DISCHARGE RATE �10,000 METRIC TONS PER WORKING
DAY
3. CLAUSE �GUARANTEED SPECIFICATION
FE 64,5 % REJECTION BELOW: 63,0%
AI2O3 2.00 % MAX
SIO2
3,00% TO 5.00% MAX
SULPHUR 0.003% MAX
PHOSPHORUS 0.06 % MAX
MN
0.10 % MAX
PHYSICAL CHARACTERISTCS
+1 MM 80% MIN
0.15 MM 10%
MAX
MOISTURE 8.00% MAX AT 105 DEGREES CENTIGRADE
4 .- CLAUSE: PRICE AND CONTRACT VALUE
4.1 UNIT PRICE: US$72.00 PER METRIC TON CFR,
NING’BO/ZHAN’JIANG/FANGCHENG SEAPORT IN CHINA
4.2 TOTAL VALUE OF SINGLE SHIPMENT IS US$
10,800,000.00 (+/-10%).
4.3 TOTAL VALUE OF THIS
CONTRACT IS US$ 129,600,000.00 (+/- 10%).
(…………………………………………………………………………………………………�)
5. CLAUSE FIVE.- 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 64,5% THE PRICE SHALL BE INCREASED BY USD 0.2538 PER DRY METRIC
TONNE. FRACTIONS PRO-RATE.
PENALTIES
FOR EACH 1.00 % FE BELOW 64,5%UP TO 63% (+/- 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 63.0%.
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-RATA.
(1).- AL2O3
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 (FIVE
CENTS US DOLLAR) PER DRY METRIC TONNE FOR EACH 1.00% IN EXCESS OF 4%. 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
(3.1). - 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%.
(3.2).- 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 6% UP TO 7% AND
FULL ACTUAL FREIGHT ATTRIBUTABLE TO MOISTURE CONTENT OVER 7%. SELLER
SHALL PROVIDE BUYER WITH EVIDENCE AS TO THE ACTUAL FREIGHT PAID BY
SELLER.
5.)- LIMIT OF LIABILIY
SELLER’S LIABILITY FOR FAILURE TO DELIVER IRON
ORE CONFORMING TO THE SPECIFICATIONS 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 IN 7 BANKING WORKING DAYS AFTER RECEIVES SELLER’S PROFORMA
INVOICE THROUGH AN INTERNATIONAL PRIME BANK IN G-7 COUNTRY, AN
IRREVOCABLE, CONFIRMED, OPERATIVE, NON TRANSFERABLE LETTER OF CREDIT AND
CONFIRMED BY A INTERNATIONAL PRIME BANK IN G-7 COUNTRY, IN FAVOR OF THE
SELLER FOR AN AMOUNT IN U.S DOLLARS SUFFICIENT TO COVER 100% (ONE
HUNDRED PERCENT) OF ONE SHIPMENT VALUE WHICH IRREVOCABLE,
NON-TRANSFERABLE, AUTOMATICALLY REVOLVING 12 TIMES UNTIL THE WHOLE
CONTRACT’S VALUE HAS BEEN COMPLETED. THE INTERNATIONAL PRIME BANK IN
G-7 COUNTRY 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.- CLAUSE �LETTER OF CREDIT
SUCH L/C SHALL BE PAYABLE FOR FULL INVOICE AMOUNT
AGAINST THE FOLLOWING SHIPPING DOCUMENTS:
1. FULL
SET OF 3/3 ORIGINAL CLEAN ON BOARD OCEAN VESSEL BILLE OF LADING (B/L) IN
3 (THREE) COPIES (MARKET “FREIGHT PREPAID�)
2. SIGNED COMMERCIAL INVOICE COVERING THE
QUANTITY LOADED IN 6 (SIX) FOLDS PLUS PACKING LIST IN 6 (SIX) FOLDS.
3. OFFICIAL CERTIFICATES OF QUANTITY, WEIGHT,
QUALITY ISSUE BY SGS AT SELLER´S EXPENSE.
4.
OFFICIAL SANITARY AND PHYTOSANITARY CERTIFICATE ISSUED BY THE
APPROPRIATE LOCAL GOVERNMENT AUTHORITIES OR SGS STATING THAT THE IRON
ORE (SINTER FEED) IS CONSIDERED TO BE FREE FROM QUARANTINE PEST AND FREE
FROM OTHER INJURIOUS PESTS.
5. ORIGINAL STOWAGE
EXAMINATION CERTIFICATE TO BE ISSUED BY THE APPROTIATE AUTHORITIES IN
THE COUNTRY OF ORIGIN STATING THAT THE VESSEL HOLDS WERE DULLY EXAMINED
PRIOR TO THE COMMENCEMENT OF LOADING AND FOUND CLEAN, DRY, FREE OF
INSECT INFESTATION, AND SUITABLE TO MAINTAIN THE QUALITY OF THE ORE.
SELLER SHALL ENSURE THE PERFORMANCE OF THE INSPECTION PRIOR TO THE
COMMENCEMENT OF LOADING.
6. CERTIFICATE OF ORIGIN
IN 6 (SIX) FOLDS (ONE ORIGINAL AND FIVE COPIES).
7. ADVISE OF SHIPMENT (1 COPY)
THE SELLER RESERVES THE RIGHT NOT TO LOAD THE
VESSEL IF THE LETTER OF CREDIT DOES NOT MEET REQUIREMENT OF THE
CONTRACT. BUYER SHALL ARRANGE FOR ITS BANK TO PROVIDE SELLER A COPY OF
THE LETTER OF CREDIT BY E-MAIL OR FAX ON THE DAY ON WHICH IT IS OPENED.
6.2.- REF. PERFORMANCE 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% OF DL/C VALUE.
THE BUYERS BANK WILL ESTABLISH
AN OPERATIVE PAYMENT INSTRUMENT DLC, FOR EACH SHIPMENT, WITHIN 7 BANKING
DAYS AFTER BUYER RECEIVES SELLER´S FULL CORPORATE OFFER. THE SELLER´S
OPERATIVE PERFORMANCE BOND AGAINST THE VALUE OF THE DLC WILL BE
ACTIVATED WITHIN 96 HOURS AFTER THE BUYERS DLC, IN THE EVENT OF NON
SHIPMENT AT THE LOADING PORT BY THE SELLER WITHIN SHIPMENT TIME
STIPULATED IN THE CONTRACT, THE TOTAL AMOUNT OF PERFORMANCE BOND SHALL
BE REMITTED TO THE BUYER UPON WRITTEN NOTIFICATION BY THE BUYER TOTHE
SELLER’S BANK ABOUT FAILURE OF DELIVERY. THE VERBIAGE OF THE
PERFORMANCE BOND AND DLC & CONFIRMED L/C IS TO BE AGREED BETWEEN THE
BUYER’S BANK AND THE SELLER�BANK BEFORE SINGNING THE CONTRACT.
SELLER SENDS PROFORMA INVOICE WITH PAYMENT INSTRUMENT (ADVISING BANK
COORDINATES) AFTER ACCEPTING TEXTS OF PB AND DL/C & CONFIRMED L/C.
6.3� TRANSHIPMENT IS NOT ALLOWED. PARTIAL
SHIPMENTS ARE NOT ALLOWED.
6.4 - THE SELLER SHALL
PROVIDE COPY OF SHIPPING DOCUMENTS, BILL OF LADING, INVOICES AND
CERTIFICATES AS ABOVE MENTIONED IN CLAUSE 6.1. THE SAID DOCUMENTS SHALL
BE DELIVERED BY REGISTERED AIRMAIL OR AIR COURIER OR FACSIMILE TO:
6.5 - SURVEY FEE AND BANK CHARGES AT LOADING
PORT, IN SELLER ACCOUNT.
6.5.1 � TITLE TO GOODS
SHALL NOT PASS TO THE BUYER UNTIL FULL AND THE SELLER HAS RECEIVED FINAL
PAYMENT. THE CONTRACTUAL COUNTER-PARTY WILL MAKE PAYMENT TO THE SELLER
ONLY. IF BUYER NOMINATES A THIRD PARTY TO EFFECT PAYMENT AT DESCRIPTION
OF THEIR ECONOMIC RELATION NEEDS TO BE PROVIDED TO THE SELLER PRIOR TO
PAYMENT, INCLUDING ORIGINAL OF DEED OF ESTABLISHMENT OF SUCH THIRTY
PARTY FAILURE TO DO SO MAY RESULT IN FUNDS BEING RETURNED TO THE SENDING
PARTY.
6.5.1 - IF THE SELLER NEEDS TO APPOINT TO
PAY THE BILL TO THE THIRD PARTY, THEIR ECONOMIC RELATION NEEDS BUYER’S
WRITTEN EXPLANATION BEFORE PAYING THE BILL, INCLUDING THE THIRD PARTY
ORIGINAL CONTRACTS WHOSE RELATION SET UP, PROVE COPY BUYER HAS THE RIGHT
TO REFUSE, PAY THE BILL THE CLAUSE LOSE EFFICIENCY, THE PERFORMANCE BOND
BELONGS TO THE BUYER.
6.6 - THE BUYER IN THE
CONTRACT WILL BE ALLOWED TO SEND HIS REPRESENTATIVES TO THE LOADING PORT
FOR LOADING SUPERVISION BEFORE AND DURING LOADING AT THE COST OF BUYER.
6.7 - THE BUYER SHALL OPEN IRREVOCABLE,
CONFIRMED, OPERATIVE REVOLVING L/C AT SIGH BY FIRST CLASS BANK.
6.8 - FOLLOWING SPECIAL CONDITIONS MUST BE
INCLUDE IN SUCH L/C
6.8.1 - MARINE B/L ISSUED BY
SHIPPING COMPANY SHALL BE ALLOWED.
6.8.2 - THIRD
PARTY DOCUMENTS SHALL BE ALLOWED.
6.8.3 - 10%
MORE OR LESS BOTH FOR QUANTITY AND AMOUNT SHALL BE ALLOWED.
6.8.4 - THE SELLER’S OPERATIVE PERFORMANCE BOND
OF 2% AGAINST THE VALUE OF THE REVOLVING LETTER OF CREDIT WILL BE
IMMEDIATELY ACTIVE AND OPERATIVE IN FAVOUR OF BUYER AFTER BUYER OPEN L/C
TO SELLER.
7.--CLAUSE � DOCUMENTS
THE SELLER SHALL PROVIDE THE BUYER THROUGH
NEGOTIATING AND ISSUING BANKS AFTER IMBURSEMENT OF SALE PROCEEDS WITH
THE FOLLOWING DOCUMENTS.
01.- 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.
02.- COMMERCIAL
INVOICE IN FIVE (5) COPIES INDICATING THE CONTRACT NUMBER, L/C NUMBER,
NAME OF CARRYING VESSEL.
03.- COPY OF THE E-MAIL/
FAX ADVISING SHIPMENT ACCORDING TO CLAUSE NUMBER 6.4.
04.- 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.
05.- CERTIFICATE OF ORIGIN
( ONE ORIGINAL AND THREE COPIES) TO BE ENDORSED/ISSUED BY BRAZIL CHAMBER
OF COMMERCE AND DETAILING LOADED QUANTITY, COMMODITY, CARRYING VESSEL
AND EXPORTERS NAME AND ADDRESS.
05.1.- TO BE
DISTRIBUTED TO THE NEGOTIATING BANK ( ORIGINAL)
05.2.- 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
05.3.- 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 - WEIGHING
8.1.-
WEIGHTING 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. AS REQUEST OF BUYER, 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 AND 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 DETAILS
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 BY CIQ OF ANALYSIS 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 BORN BY THE PART 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 64,5% 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 ( +/- 10%
AT SELLER OPTION ) PER SHIPMENT OF FEED 64,5% IRON ORE .
10.5.- THE SELLER SHALL ADVISE, IMMEDIATELY UPON
COMMENCEMENT OF LOADING, BY TELEX OR FACSIMILE, THE FOLLOWING: NAME OF
THE CARRYING VESSEL; 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´S BANK OR NOT PRIOR 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 NEST 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 - TRANSFER 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 7 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 OF PARTIAL LOSS 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 15.1 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 3%
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 CANNOT 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
TO BE DONE AT EXPORTER’S ACCOUNT
BANK NAME :
BANK ADDRESS :
BRANCH :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK
OFFICER :
PHONE :
FAX :
SWIFT CODE :
BUYER` S BANK
BANK NAME :
BANK ADDRESS :
,
ACCOUNT NO. :
SWIFT CODE
:
PHONE :
FAX :
BANK OFFICER NAME: MR.MICHAEL WENG
CONFIRMING BANK COORDINATES:
BANKS NAME :
ADDRES :
CITY/ZIP/COUNTRY :
INT.L
TRADE DEPT. TEL/FAX:
BANK OFFICER’S
NAME/TITLE/DIRECT TEL/FAX:
Y THE SELLER BY THE
BUYER
DATE: ___/____/2004 DATE:
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