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brasil-brazil iron ore fob 44usd/mt brasil-brazil main port
CONTRACT AGREEMENT is made and entered into this,
MONTH DAYTH, YEAR by and between:
A.- FROM ONE
SIDE,
……………………………………. represented
by its Managing Director and full Power of Attorney
…………………………………………. hereinafter known as the SELLER-
EXPORTER
……………………………………, Company fully
registered and addressed at ………………………………. S鉶 Paulo / SP –
Brazil – represented by its Managing Director …………………………..
hereinafter known as the EXPORTER.
and
B.- FROM THE OTHER SIDE,
XXXXXXXXXXXXXXX.- a Company fully registered and
addressed at XXXXXXXXXX- represented by its Managing Director and full
Power of Attorney Mr. XXXXXXX ,hereinafter known as the BUYER
THIS CONTRACT IS MADE BY AND BETWEEN THE SELLER
AND BUYER WHEREBY 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 ACCORDING FOLLOWING
SPECIFICATIONS:
IRON ORE FINES Fe: 64.50%
2. CLAUSE – QUANTITY AND SHIPPING PERIOD
01.- QUANTITY –
XXXXXXXX
MT (XXXXXXXXXX METRIC TONS)
XXXXXXXX MT
(XXXXXXXXXX METRIC TONS) PER MONTH
02.- SHIPPING
PERIOD:
WITHIN 45 (FORTY FIVE) DAYS AFTER
BUYER’S L/C IS ACTIVATED BY SELLER’S PB.
LOADING PORT:
TUBAR肙 –
ESPIRITO SANTO – BRAZIL AND/OR SEPETIBA – RIO DE JANEIRO - BRAZIL
LOADING RATE - MINIMUM 8,000 MT / WORKING HOUR
DESTINATION PORT – XXXXXXXX
DISCHARGE RATE – 15,000 MT/WORKING DAY
3. CLAUSE – GUARANTEED SPECIFICATION
FE 64.50 % Rejection below: 63.00%
AI2O3 2.00 % max
SiO2 3.00
TO 4,00 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 6.00% - 8.00% at 105 degrees
Centigrade
4 .- CLAUSE: PRICE
USD$ XXXX/MT CFR to XXXXXXXXX
TOTAL AMOUNT OF THIS CONTRACT USD$ XXXX X XXXXXXX
MT = USD$ XXXXXXXX (XXXXXXXXXXXXXXXXXXXXXXXXXXXXX United States Dollar).
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 64.50% THE PRICE SHALL BE INCREASED BY USD 0.2538 PER DRY METRIC
TONNE. FRACTIONS PRO-RATE.
PENALTIES
FOR EACH 1.00 % FE BELOW 64.50% 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 POR-RATA.
(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 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
(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 6% UP TO 7% AND FULL ACTUAL FREIGHT
ATTRIBUTABLE TO MOISTURE CONTENT OVER 7%. 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, AFTER BUYER RECEIVES SELLER’S PROFORMA INVOICE THROUGH A
INTERNATIONAL PRIME BANK, AN IRREVOCABLE, NON-TRANSFERABLE,
AUTOMATICALLY REVOLVING LETTER OF CREDIT THROUGH XXXX BANK CONFIRMED BY
INTL PRIME BANK IN FAVOR OF THE EXPORTER FOR AN AMOUNT IN U.S DOLLARS
SUFFICIENT TO COVER 100% (ONE HUNDRED PERCENT) OF ONE SHIPMENT VALUE
WHICH IRREVOCABLE, NON-TRANSFERABLE, AUTOMATICALLY REVOLVING XXX TIMES
UNTIL THE WHOLE CONTRACT’S VALUE HAS BEEN COMPLETED. 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 – CLAUSE – LETTER OF CREDIT
SUCH L/C SHALL BE PAYABLE FOR FULL INVOICE AMOUNT
AGAINTS THE FOLLOWING DOCUMENTS :
1. FULL SET OF
3/3 ORIGINAL CLEAN ON BOARD OCEAN VESSEL BILLS OF LADING (B/L) IN 3
(THREE) COPIES (MARKED “FREIGHT PREPAID”).
2.
SIGNED COMMERCIAL INVOICES COVERING THE QUANTITY LOADED IN 6 (SIX) FOLDS
PLUS PACKIN LIST IN 6 (SIX) FOLDS.
3. OFFICIAL
CERTIFICATE OF QUANTITY, WEIGHT, QUALITY ISSUED BY SGS AT SELLER’S
EXPENSE.
4. OFICIAL SANITARY AND PHYTOSANITARY
CERTIFICATE ISSUED BY THE APPROPRIATE 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
CROP YEAR CERTIFICATE ISSUED BY THE SELLER AND APPROVED BY THE
APPROPRIATE AUTHORITIES CERTIFYING THAT THE CROP SUPPLIED IS CONDITION
OF USED.
6. ORIGINAL STOWAGE EXAMINATION
CERTIFICATE TO BE ISSUED BY THE APPROPRIATE AUTHORITIES IN THE COUNTRY
OF ORIGIN STATING THAT THE VESSEL HOLDS WERE DULY EXAMINED PRIOR TO THE
COMMENCEMENT OF LOADING AND FOUND CLEAN, FREE OF ISENT INFESTATION, AND
SUITABLE TO MAINTAIN THE QUALITY OF THE ORE. SELLER SHALL ENSURE THE
PERFORMANCE OF THE INSPECTION PRIOR TO THE COMMENCEMENT OF LOADING.
7. CERTIFICATE OF ORIGIN IN 6 (SIX) FOLDS (ONE
ORIGINAL AND FIVE COPIES)
8. CERTFICIATE OF
POLARIZATION ISSUED BY SGS AT SELLER’S EXPENSE.
9. THE FINAL WEIGHT AND QUALITY OF GOODS SHALL BE
DETERMINED BY CIQ AT THE DISCHARGING PORT.
10.
ADVICE OF SHIPMENT ( 1 COPY ).
THE SELLER OR
EXPORTER 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. PERFOMANCE BOND
PERFORMANCE BOND SHALL BE IN
THE FORM OF BANK’S DRAFT ISSUED BY THE SELLER’S OR EXPORTER’S BANK IN
FAVOR OF THE BUYER AMOUNTING TO 2% OF L/C VALUE.
A NON-OPERATIVE PAYMENT INSTRUMENT “FFRDLC”
WILL BE ESTABLISHED BY THE BUYER’S BANK WITHIN 3 BANKING DAYS AFTER
BUYER RECEIVES SELLER’S/EXPORTER’S FULL CORPORATE OFFER. THE SELLER’S
OR EXPORTER’S NON OPERATIVE PERFORMANCE BOND AGAINST THE VALUE OF EACH
SHIPMENT WILL AUTOMATICALLY ACTIVE THE BUYER’S DLC. IN THE EVENT OF NON
SHIPMENT AT THE LOADING PORT BY THE EXPORTER 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 TO THE
EXPORTER’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’S OR EXPORTER’S BANK AFTER 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. – THE EXPORTER SHALL PROVIDE
COPY OF SHIPPING DOCUMENTS, BILL OF LADING (B/L), INVOICES AND
CERTIFICATE AS ABOVE MENTIONED. THE SAID DOCUMENTS SHALL BE DELIVERED BY
REGISTERED AIRMAIL COURIER OR FACSIMILE TO :
NAME
: XXXXXXXXXXXXXXXXXX
ADDRESS : XXXXXXXXX
CONTACT WITH
MR/MRS……………………………………………
6.4 –
SURVEY FEE AND BANK CHARGES AT LOADING PORT AT SELLER’S ACCOUNT.
6.4.1 – TITLE TO GOODS SHALL NOT PASS TO THE
BUYER UNTIL FULL AND FINAL PAYMENT HAS BEEN RECEIVED BY THE EXPORTER.
PAYMENT WILL BE MADE TO THE EXPORTER BY THE CONTRACTUAL COUNTER-PARTY
ONLY. IF BUYER NOMINATES A THIRD PARTY TO EFFECT PAYMENT, A DESCRIPTION
OF THEIR ECONOMIC RELATION NEEDS TO BE PROVIDED TO THE SELLER PRIOR TO
PAYMENT INCLUDING ORIGINALS OF DEED OF ESTABLISHMENT OF SUCH THIRD
PARTY. FAILURE TO DO SO MAY RESULT IN FUNDS BEING RETURNED TO THE
SENDING PARTY.
6.4.2 – IF THE EXPORTER 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 RETAIN
FOR THE BUYER BY FAX BANK WHEN GIVING THE THIRD PARTY. OTHERWISE THE
BAUYER HAS THE RIGHT TO REFUSE PAY THE BILL, THE CLAUSE LOSES
EFFICIENCY, THE PERFORMANCE BOND BELONGS TO THE BUYER.
6.5 – THE BUYER IN THE CONTRACT WILL BE ALLOWED
TO SEND HIS REPRESENTATIVES TO THE LOADING PORT FOR SCRAP-LOADING
SUPERVISION BEFORE AND DURING LOADING AT THE COST OF BUYER.
6.6. – THE BUYER SHALL OPEN IRREVOCABLE,
DIVISIBLE, CONFIRMED, TRANSFERABLE L/C AT SIGHT BY FIRST CLASS BANK AND
BE ACCEPTABLE TO SELLER/EXPORTER AND IN FAVOUR OF EXPORTER SUCH L/C
SHALL BE OPENED BY BUYER IN 03 (THREE) WORKING DAYS AFTER RECEIVED
SIGNED CONTRACT.
6.7. – FOLLOWING SPECIALS
CONDITIONS MUST BE INCLUDE IN SUCH L/C
6.7.1. –
MARINE B/L ISSUED BY SHIPPING COMPANY SHALL BE ALLOWED.
6.7.2. - THIRD PARTY DOCUMENTS SHALL BE ALLOWED.
6.7.3. – 10% MORE OR LESS BOTH FOR QUANTITY AND
AMOUNT SHALL BE ALLOWED.
7.--CLAUSE – DOCUMENTS
THE EXPORTER 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 BANK, BLANK
ENDORSED MARKED `` FREIGHT PAYABLE AS PER CHARTER PARTY `` AND NOTIFYING
AT THE PORT OF DESTINATION.
02.- PROVISIONAL
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 TWELVE.
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/ISSUEDBY CHAMBER OF
COMMERCE AND DETAILING LOADED QUANTITY, COMMODITY, CARRYING VESSEL AND
EXPORTER'S 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 TEN (10) 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.-
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 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 64,50% 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 EXPORTER 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 64.50% IRON ORE .
10.5.- THE EXPORTER 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 EXPORTER 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 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 EXPORTER SHALL ADVISE THE BUYER BY FAX BEFORE THE LOADING OF THE
VESSEL. INSURANCE TIME IS ACCORDING TO THE MARINE INSURANCE RULES.
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 EXPORTER TO THE BUYERS WHEN EXPORTER 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 EXPORTER 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 – TAXATION
ANY TAXES OR LEVIES IN THE NATURE OF TAXES, WHICH
MAY BE IMPOSED WHETER ON THE FREIGHT OR SHIPPING BY THE COUNTRY OF
ORIGIN SHALL BE FOR ACCOUNT OF THE EXPORTER.
16.
CLAUSE – LICENCE
EXPORT LICENCES, IF REQUIRED,
SHALL BE GUARANTEED BY EXPORTER AND AT EXPORTER EXPENSE IMPORT AND/OR
CLEARING LICENCE AND/OR FLAG WAIVER, IF REQUIRED, ARE GUARANTEED BY THE
BUYER AND AT BUYER’S EXPENSE.
17. CLAUSE - FORCE
MAJEURE
17.1
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.
17.2 IN THE EVENT THAT SUCH FORCE MAJEURE
CONDITION OCCURS PRESCRIBED IN PARAGRAPH 17.1 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.
17.3.- 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.
18. 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.
19. 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.
20. CLAUSE - VALIDATION AND ALTERATION
THIS CONTRACT SHALL BECOME EFFECTIVE WHEN THE
DULY AUTHORIZED REPRESENTATIVES OF SELLER , EXPORTER AND BUYER SIGN
THEREON ANY CHANGE MODIFICATION IN OR ADDITION TO THE TERMS CONDITIONS
OF THIS CONTRACT SHALL BECOME EFFECTIVE WHEN CONFIRMED BY SELLER,
EXPORTER AND BUYER IN WRITING BASIS DATE FIRST HEREINABOVE WRITTEN, EACH
OF THEM TO BE RETAINED BY RESPECTIVE PARTY OF THIS.
21. CLAUSE – BANK INFORMATION
SELLER`S BANK
TO BE DONE
AT EXPORTER’S ACCOUNT
BENEFICIARY BANK :
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT
NUMBER :
BANK OFFICER :
PHONE :
FAX :
SWIFT CODE :
BUYER` S BANK
:
BANK NAME : TO BE FILLED BY SELLER
BANK ADDRESS :
ACCOUNT
NAME :
PHONE :
FAX : BANK
OFFICER NAME :
CONFIRMING BANK COORDINATES:
BANKS NAME/ADDRESS:
CITY/ZIP/COUNTRY:
BY THE
SELLER BY THE BUYER
Managing Director
SIGNATURE SIGNATURE
BY THE
EXPORTER
Managing Director
SIGNATURE
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