SALE AND PURCHASE AGREEMENT HMS1
Draft

SELLER:

Address:
Voice:
Fax:
Signatory:
Email:

BUYER:
Address:
Voice:
Fax:
Signatory:
Email:

1. OBJECT
1.1 The Seller herewith sell and the Buyer herewith purchase STEEL MELTING SCRAP – HMS1 80/20 in accordance with the specifications and quality described in this contract (hereinafter called 'Goods').
1.2 The Specification of the goods is provided in Appendix No. 2 hereto.

2. DELIVERY BASIS AND TERMS
2.1 The Seller shall deliver the goods under delivery of conditions: CIF destination in accordance with INCOTERMS-2000.
2.2 Loading Port: USA / Central Europe.
2.3 Country of Export: USA / Central Europe.

Country of Import: India Main Port
2.4 The named Ports of destination: for 30 (thirty) days prior to the beginning of shipment of each vessel, the Buyer will inform the Seller about port (ports) destination
2.5 Terms of Delivery are included in the Delivery Schedule in Appendix No.3 hereto.

3. QUANTITY OF GOODS
3.1 The unit of measurement in this contract is metric tons of weight 60,000PMT (MTW) two monthly shipments MTW (hereinafter, ”MTW”). Months are calendar months according to the Gregorian calendar.
3.2 Quantity of each shipment is as follow

a) First Phases 30,000 MTW (+/- 5%) in two shipments each month x 12.
3.3 The total quantity of the HMS1 80/20 to be delivered is about 720,000MTW (+/- 5%).
3.4 The goods will be delivered over calendar months in accordance with Delivery Schedule in Appendix No.3 hereto.
3.5 The quantity of goods will be confirmed on a certificate issued by the independent international survey company 'SGS’’ (Societe General de Surveillance) at Sellers expense Other inspections CIQ or CCIC, if any at the port of loading or unloading, shall be at the Buyer’s expense.
3.6 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/- 5% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.

4. QUALITY OF GOODS
4.1 The HMS1 80/20 shall conform to ISRI codes 200-206 and the Specification in Appendix No.2 hereto.
4.2 The quality of the goods will be confirmed by a certificate issued by the independent international survey company 'SGS (Societe General de Surveillance)' which shall be binding on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the seller. Other quantity inspections at the port of unloading shall be at the Buyers expense.

5. PRICE AND TOTAL AMOUNT OF CONTRACT
5.1 The Buyer shall pay the Seller in United States Dollars $195.00USD ($USD)
5.2 The price of HMS1 80/20 $195.00USDPMTW under CIF basis delivery prior to unloading of the shipping vessel.
5.3 The monthly value of deliveries of HMS1 80/20 _____________+/- 5% (Five Percent)
5.4 The total amount of the contract is about __________+/- 5% (Five Percent) (American Dollars One hundred twenty one million six hundred eighty thousand only).
5.5 The price of goods includes all costs incurred by Seller up to and including delivery basis CIF except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored (if vessels are delayed by the buyers failure to unload in a timely manner) on or before expiry of the period stated in sub-clause 6.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding.
5.6 The price includes up to 30 days storage and insurance of any consignment in the port of loading.

6. DELIVERY TERMS AND PARTIES' OBLIGATIONS
6.1 The Seller shall deliver the total quantity of goods within 12(twelve) months period in accordance with the Delivery Schedule, Appendix No.3 hereto.
6.2 The Seller shall start the delivery of the first consignment in accordance with the Procedure & Terms, Appendix No.1 hereto.
6.3 All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and the breaches in the provisions will be subject to penalties as per provisions under clauses 11.0 and 12.0 herein.
6.4 The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in Delivery or Buyer in unloading) will have to bear the costs for the extension of the validity of the Letter of Credit as well as the costs of storage in the Port of Loading.
6.5 Should the Buyer delay the vessels for loading or unloading according to provisions in the delivery schedule or as per sub-clause 8.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing document along with the of BOL.

7. DELIVERY ACCEPTANCE OF GOODS
7.1 Under the conditions of delivery CIF, the Seller and Buyer is obligated to pay charges, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the goods over the hand-rail of a vessel in the port of loading shall pass from Seller to the Buyer only if the Buyer is providing supplemental insurance.
7.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Seller's account by means of Clean on Board Blank Endorsed Ocean Bill of Lading marked ‘’Negotiable’’ and risk if subject to clause 7.1
7.3 The quality and quantity of goods stated in the Bill of Lading, and or WR (Where permitted) shall be conclusive evidence of the quality of the quantity of HMS1 80/20 delivered.
7.4 No claim(s) against quality or quantity received 30 (thirty) days following receipt of SGS quality or quantity report as appropriate will be taken into consideration or actionable.

8. PAYMENT
8.1 Payment for each consignment in favor of the Seller in the amount of ___________shall be effected %100 at sight after receipt by the Advising Bank of all documents required in clause 9.0 and 10 only
8.2 Type of Bank instrument as payment guarantee: an unconditional, transferable, irrevocable operative documentary, Letter of Credit shall be issued by the Buyers Bank directly to the Sellers Bank, provided shall issue in favor of the Seller 1 (one) Letter of Credit, in accordance with the terms provided in Appendix No.1 hereto. A non - operative LC should be opened by the Buyers Bank within 5 (five ) bank working days after the signing of contract .Upon receiving the non operative L/C the seller shall send an operative performance bond of 2 % . The operative PB will activate the non-operative LC and it will become operative automatically, otherwise a breach thereof will be declared and subject to demand under clause 8.5.
8.3 The Letter of Credit shall be issued for the quantity of 60,000 metric tons weight in the amount of______________ with a validity of 2 (two) + 3 months in case of delays unless cancelled by the Buyer between 30-60 days from date of issue and after the first payment has cleared the Sellers bank.
8.4 The text of the Documentary Letter of Credit is shown in Appendix No.4 hereto. The final text to be provided by the Buyers Bank shall be subject to approval by the Seller as a condition of the Buyers compliance with the present contract.
8.5 In the event that the Buyer fails to issue the Letter of Credit in compliance with clause 8.1, then payment for that month shipment value shall be made 100% at sight of demand upon the Buyer without protest as a contract breech.
8.6 The Seller will send documents for each consignment to the Buyer by courier originating from the Seller's offices within 10 (ten) banking days from the Bill of Lading Date.
8.7 For the proper performance of the contract and counter guarantee of the Buyers valid Letter of Credit, Seller’s Bank shall sign the attached Performance Bond in the amount of $202,800USD (American Dollars Two Hundred two thousand and eight hundred only) in the duration of the contract which is for 12 (twelve) months in which the LC will be issue each month with a validity of 2 (two) + 3 months in case of delays. A non - operative LC should be opened by the Buyers Bank within 5(Five ) bank working days after the signing of contract .Upon receiving the non operative L/C the seller shall send an operative performance bond of 2% . The operative PB will activate the non-operative LC and it will become operative automatically.
8.8 Should the Buyer delay the vessel for loading or unloading of the Goods per delivery schedule or submitted notification date or within 7 (seven) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyer's expense and risk and receive a Warehouse Receipt (WR) that can be used along with the Bill of Lading.
8.9 All bank charges related to the issuance of the Documentary Letter of Credit are for the Buyer's account and all those related to the issuance of the Performance Bond are on the Seller's Account. Bank charges related to the negotiation of either document are for the respective Beneficiary's accounts.
8.10 Any extension of the validity of either document will be borne by the side in fault from their extension.
8.11 Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP500 regulations shall apply at any time.

9. DOCUMENTS REQUIRED FOR PAYMENT AT SIGHT OF CONFIRMING BANK:
9.1 The Seller shall provide with each consignment a full set (6/6) Clean on Board Ocean Bill of Lading signed by an authorized representative of Oceanlines, signed by the Master and showing vessel's stamp and showing 'CLEAN ON BOARD', following master's remark are acceptable: Wet before shipment: Loaded from open area: Atmospherically rusty within 21 (twenty-one) days from date of payment.
9.2 Commercial invoice issued by Seller: 6 originals and 6 original copies showing Contract Number, description of goods, pieces of bundles of goods, unit price, total amount, gross/net weights of the goods.

10. ADDITIONAL DOCUMENTS REQUIRED FOR PAYMENT
10.1 Quality certificate issued by SGS in triplicate: showing the quality and all required by chemical structure as shown in Appendix No.2 hereto of the goods according to the present content: 3 originals and 3 original copies or if CIQ/CCIC is required by the Buyer then Buyer shall arrange all Quality inspections at their expense from CIQ/CCIC including the port of loading or unloading
10.2 Quantity assay issued by SGS in triplicate, showing the quantity of the goods loaded on board vessel or if CIQ/CCIC is required by the Buyer then Buyer shall arrange all Quality inspections at their expense from CIQ/CCIC including the port of loading or unloading.
10.3 Original certificate of origin issued by Chamber of Commerce and Industry of the country of export: 3 originals and 3 original copies.
10.4 Master's notice, showing description of goods, name of vessel, B/L No. Gross/Net weights of the goods, pieces or bundles of goods, time of arrival, berthing, shipping agent at the destination if available, loading time, release time, signed by Master and port.
10.5 All of the documents including the B/L, invoice, packing list, original certificate and so on has been faxed to the Buyer within 7 days after B/L date.
10.6 Bill of Landing at the unloading Port
10.7 Pre-Shipment Inspection CCIC Certificates shall be arrange by the Buyer at loading or unloading port issuing 1 original and 3 copies Certifying that cargo is Steel Scrap, free from harmful substances, non-radioactive, sealed containers, any explosive materials and materials that will cause environment pollution.
10.8 Certificates of Non Radioactivity, Non-wood substance, foreign attachment

11. FORCE MAJEURE
11.1 Both sides in this contract will be exonerated from their obligation in case of force majeure event.
11.2 Force majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides' reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either side's obligations in this contract.
11.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the party's exoneration from contractual obligations under Force Majeure event makes such notice impossible.
11.4 The performance of either party's obligations will be in such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.
11.5 Should the delay caused by a Force Majeure event last for more than 1 (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.
11.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under documents in section 9 Bill of Lading.

12. SELLER LIABILITIES
12.1 Goods shall be considered in 'full quantity' if within tolerance provided under sub-clause 3.1 and as per delivery schedule. 'Date of delivery' shall be the date on the Bill of Lading.
12.2 If Seller fails to deliver full quantity of any consignment, only get the confirmation from the buyer, he has the right to make it complete with the next two consignments.
12.3 Failure to deliver full quantity within extended period will entail penalties at the rate of 0.3% (point three percent) pro rata temporize of the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breech is declared automatically.
12.4 Should the Buyer decide, at any time during the monthly period of delivery, to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in port and ready for loading) then the Seller will not be liable for liquidated damages.
12.5 Any sums for which the Seller are liable as penalties for which no provision are made in this contract are made in the Performance Bond are made against invoice issued by the damaged side and by bank transfer within maximum 10(ten) banking days as from the submitted invoice date.

13. BUYER'S LIABILITY
13.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are made against invoice issued by Seller and by bank transfer within maximum 10(ten) banking days as for the submitted invoice date.
13.2 'Scheduled date of Arrival' means date when the vessel should be alongside quay and available to take delivery of the Goods as per both Seller's and Buyer's mutual notifications and provisions in Appendix No.3 hereto.
13.3 Should the vessel not arrive within 15 (fifteen) calendar days as from scheduled/notified date as a result of delays by the buyer at the unload port, the Buyer will pay the Seller penalties at the daily rate of 0.3% (point three percent) pro rata temporize of the value of undelivered goods but the total amount should not exceed 5% (five percent) of their value.
13.4 Should the vessel not arrive for unloading within before stated period as a result of the Buyer, and the goods be stored in the unloading port Warehouse the Buyer will be responsible for the payment to the Port Authorities at the following rates Per day over the permitted 30 days:
31-60 days USD 0.30/day/MTW
61-75 days USD 0.40/day/MTW
76-90 days USD 0.50/day/MTW
Over 90 days is not allowed to keep the goods and the port is entitled to sell the goods to cover losses. These details are to be settled between the Buyer and the Port Authorities.
13.5 The payments of the storage costs in port have no connection with the payment penalties which are paid separately to the Seller.
13.6 To make payment in target dates for each consignment shall be effected by within 3 (three) banking days after receipt by the advising bank of all documents required under clause 9.
13.7 The Buyer undertakes and guarantees that the Issuing Bank will issue the Bank Readiness Letter within 5 (five) banking days and the issuing of the Documentary Letter of Credit within 3 (three) banking days after the issuing of the BRL after contract signature will send to Seller confirmation about issuance of Documentary Letter of Credit under the terms of this contract in the favor of the Seller.

14. LAW AND ARBITRATON
14.1 The contract is subject to the United States Law, ICC rules are to be observed under existing CIGS guidelines and UCC Law will supersede over ICC if in conflict.
14.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract unless breech of payment occurs by the buyer or failure to post the Letter of Credit.
14.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be United States. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.
14.4 Should payment not be received within the days scheduled under this contract the Seller should notify the Buyer in 3 (three) banking days and request that the Buyer forward Bank Comfort Letter (BCL) confirmation of funds certificate on Buyers Bank Letterhead within 5 (five) banking days Buyer should agree amicably in regards that the payment will be receive within 5 (five) banking days and verify in the Sellers Bank. After such notice and if not settled in the regard Banking days the Seller has the right to refer it to arbitration in accordance within this contract. The Arbitrators should declare at this time if there is a breech of contract and if so then Summary Judgment under the Laws of United States shall apply and be deemed automatic for the monthly payment value and damages claimed therein under UCC law with the authority therein to recover those costs in any country.

15. CONTRACT TERMINATION
15.1 Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation unless the LC is not posted by the Buyer, but excluding refusal cause by a Force Majeure event.
15.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of contractual obligations.
15.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the notification date.

16. ASSIGNMENT
16.1 Any of the sides is allowed to assign the contract or payment instrument in order to secure the performance of its obligations.
16.2 Any assignee or legal successor to either party shall assume all obligations and benefits of the contract.
16.3 Assignment is permitted under mandate issued by the Seller.

17. GENERAL PROVISIONS
17.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly authorized representatives of both sides.
17.2 Correspondence in the course of the ordinary administration of the contract such as but not limited to notification of anticipated delivery dates might be sent by fax, any electronic means or mail. Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax with an original by courier service and shall be deemed delivered on the evidenced date of the facsimile.
17.3 The language of the contract and the correspondence, notices, invoices, certificates, Bills of Lading shall be English.
17.4 The contract comprises the present documents and Appendices and Addendums.
17.5 This contract supersedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for the sale and purchase of the goods.
17.6 The liability towards the other party is limited to penalties, charges, damages and remedies expressly stated in this contract. Neither side shall raise any claim on the other for losses of use, profit or contracts, indirect and consequential loss arising under the law of contract or tort including negligence and breech of duty.
17.7 The Buyer acknowledges that the Seller is an International Company who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract and subject to the laws of those countries at all times.
17.8 The Buyer acknowledges that commissions are paid in support of this contract and are paid by the Seller unless the Buyer breeches this contract then commissions shall be paid by the buyer based upon the total contract value. Any commissions, fees, or other such charges above this amount are the responsibility of the Buyer or unless waived by the Buyer to allow the Seller to be the paymaster for such fees.

18. EFFECTIVE DATE
18.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices.

19. CONFIDENTIALITY
19.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the other's confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).
19.2 Buyer shall not use the confidential information provided the Seller in such a way as to:
1. Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, or
2. Knowingly do anything to cause the Seller to lose any fees or commissions that are due or may become due under the Seller agreement with the suppliers under the Contract, if any, or
3. Do anything to circumvent the Seller in such a way as to put Seller at a commercial disadvantage with the suppliers or countries under the Contract.
19.3 Seller shall not use the confidential information provided by Buyer in such a way as to:
1. Circumvent Buyer in the commercial dealings with the Consignee to be introduced by Buyer, or
2. Knowingly do anything to cause Buyer to lose any fees or commissions if due or may become due under the present Contract and additional appendices,
3. Do anything to circumvent Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing
19.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.
19.5 The obligation of confidentiality of the Seller's and Buyer's shall remain in force for a period of 5 (five) years from the date hereof.
19.6 Any breach of these provisions will entail payment of damages to the other party.

20. NON-CIRCUMVENTION
20.1 The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.
20.2 The Parties shall maintain complete confidentiality regarding each other's business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.
20.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.
20.4 The parties recognize the contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contracts revealed by the other party.
20.5 Neither Party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.
20.6 In the even circumstances by any party whether directly or indirectly, the circumvented Party shall be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces to any right that he may have to claim a reduction of this amount.
20.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.
20.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
20.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

21. BANKING DETAILS

The Seller’s Banking Details:
NAME OF ACCOUNT :
NAME OF BANK :
BANK CODE (ABA) :
ACCOUNT NO :
SWIFT CODE :
TEL :
FAX :
BANK Contact :

The Buyer’s Banking Details:
Bank Name :
Bank Address :
Bank Contact :
Telephone Number :
Fax Number :
Account Number :
Account Holder :
SWIFT Code :

The ICC 1993 revision, publication 500 shall apply to this contract as well as INCOTERMS-2000 as published by the International Chamber of Commerce.

BY SIGNING BELOW THE PARTIES HEREBY ENTER INTO THIS AGREEMENT PROVIDED THAT THE ACCEPTANCE EXPIRATION DATE HAS NOT PASSED PRIOR TO SIGNATURE.
Seller:
Signature/Seal:
Signatory:
Designation:

Dated:

Buyer:
Name of Company:
Signature/Seal:
Signatory:
Designation:
Dated:

APPENDIX No. 1
PROCEDURE AND TERMS
1. The Buyer must provide all information within the contract that has been left blank, and replace the words 'Bank' with the name of their Bank if different than recorded.
2. Buyer must sign the contract and send to the Seller for signature. The Seller will sign originals of the contract and will send back to the Buyer via email and fax.
3. A Letter of Credit shall be issued by the Buyers Bank directly to the Sellers Bank, provided shall issue in favor of the Seller 1 (one) Letter of Credit, in accordance with the terms provided in Appendix No.1 hereto. A non - operative LC should be opened by the Buyers Bank within 5 (five) bank working days after the signing of contract. Upon receiving the non-operative L/C the seller shall send an operative performance bond of 2%.
4. The operative PB will activate the non-operative LC and it will become operative automatically,. The Buyer will notify the Seller of its issuance in his favor.
5. The First shipment will commence no later than 45 (forty-five) days from date issued of the operative Letter of Credit. The remaining consignments will be shipped in each 30 (thirty) day periods as defined in the Appendix.
6. Effect of payment for each consignment shall be effected within 5 (five) banking days after receipt by the Seller's Advising Bank of all documents required for payment.
7. Upon clearance of funds, disbursement of funds received at the advising bank of the Seller to pay commissions, shipping fees and yard fees shall occur under Seller's mandate

APPENDIX No. 2
SPECIFICATIONS

The Seller guarantee to the Buyer that the Goods delivered under the present Contract will correspond to the characteristics shown below:

The scrap consists out of a mix of mill scrap (stampings, cuttings, bars, etc.), Industrial scrap (nuts, bolts, misc. pieces, etc), auto and truck frames and bodies, railroad scrap (wheels, axles, parts of locomotives and carriages, etc.), ship scrap (fittings, plate pieces, parts), construction scrap (plate, bars, angle pieces, rods, steel pipe, etc.) and miscellaneous commercial scrap (appliance casings, frames and parts, etc.).

Non-metal impurities total 1% (one percent) or less .The scrap will also be totally free from any types of bombs, arms and ammunition, mines, shell, cartridges, sealed containers, gas cylinders , explosive shells or explosive materials in any form either used or otherwise as per the ISRI code below..

Steel scrap defined as HMS 1 & 2 in an 80/20 mix under IRSI codes 200 through 206 as defined in the contract.

HMS 1 / 2 - IRSI CODES:

HMS 1 - IRSI Code 200: Heavy melting steel. Wrought iron and/or steel scrap ¼ inch or steel scrap ¼ inch and over in thickness. Individual pieces not over 60 x 24 inches (charging box size) prepared in a manner to insure compact charging.

HMS 1 - IRSI Code 201: Heavy melting steel 3 feet x 18 inches. Wrought iron or steel scrap ¼ inch over in thickness individual pieces not over 36 inches x 18 inches (charging box size) prepared in a manner to insure compact charging.

HMS 1 - IRSI Code 202: Heavy melting steel 5 feet x 18 inches. Wrought iron or steel scrap 1.4 inch and over in thickness individual pieces not over 60 inches x 18 inches (charging box size) prepared in a manner to insure compact charging.

HMS 2 - IRSI Code 203: Heavy melting steel; Wrought iron or steel scrap, black and galvanized. 1/8 inch and over in thickness, charging box size to include material not suitable as No.1 heavy melting steel; Prepared in a manner to ensure compact charging.

HMS 2 - IRSI Code 204: Same as IRSI 203 but max size 36x18 inches.

HMS 2 - IRSI Code 205: Same as IRSI 204 but free of sheet iron or thin gauged material.

HMS 2 - IRSI Code 206: Same as IRSI 204, but max size 60 x 18 inches.

APPENDIX No. 3
DELIVERY SCHEDULE
1. The shipments of 720000 MTW +/- 5% (five percent)of HMS1 80/20 under ISRI 200-206 as per ISRI 200-206 under Appendix No.2 of this contract will be made from the port of USA/ Central Europe, by the Seller upon receipt of an acceptable swift, as follows:
a). The quantity of ship deliveries: 12(twelve) months each covering 60000 MTW (+/- 5%).
b). The first shipment of 60000MTW will arrive no later than 45 days from date issued of the Documentary operative Letter of Credit. The remaining monthly consignments will be shipped in each 30 (thirty) days from date issued of the Documentary operative Letter of Credit.
2. Loading Terms: The Seller shall advise the Buyer not less that 30 (thirty) days before the planned delivery of each consignment so that the Buyer may take delivery. The Seller shall immediately notify the Buyer of any change to the delivery date that has been previously notified. The Seller's notification shall contain the following information:
a). Goods type, description, quantity and size
b). Date when the vessel should be made available for unloading.
c). Port from which delivery should be made for unloading.
d). Vessel master is to advise Seller's agent at loading with the following details: vessel's name, flag, age, size, date of arrival, capacity, no. of hatches, no. of cargo holds, quantity loaded by hold and particulars of vessel readiness to effect cargo through all or part of the hatches.
e). Vessel master shall give 72/36/24 hours final notice of vessel's ETA at port of unloading to Seller's agent at port of unloading. Such notices given during office hrs., WIBON, WIPPON, WCCON, Lay time to commence from 1:00PM, if vessel's notice of readiness to unload is given before noon, and before from 8:00Am next working day, if notice is given after noon.
The rate of unloading is 2,500 MTW for 24hrs unless it is not possible at the discharge port. Time from 17:00hrs on Saturday to 06:00 hrs Monday or from 12:00 hours on Thursday to 06:00 hrs on the day succeeding such holidays are excluded, even if used. Shall the vessel be unloaded at less than average rate; the Buyer shall pay demurrage according to OP conditions, pro-rata for any part of the day.
Demurrage or dispatch at the port of unloading is to be settled by the Buyer within 5 banking days from receipt of vessel's master commercial invoice.
Shall the vessel be required to shift from one berth to another at port of unloading; time used in shifting shall not count as lay time: however, the cost of shifting shall be to the Buyers account.
3. Insurance of Goods for voyage is the Buyer's sole responsibility unless the shipment is done under CIF terms.
4. The Seller shall not be liable under Clause 10 provisions in the extent that the Buyer delays the vessel at unloading port or fail to take delivery or the Seller is otherwise excused of a default by the Buyer or Force Majeure.
5. Vessels used for shipment of goods shall not be greater than 20 years old.

APPENDIX No. 4
SAMPLE LETTER OF CREDIT
(ON ISSUING BANKS LETTERHEAD)

ISSUER:
LETTER OF CREDIT NUMBER:
DATE OF ISSUE:
DATE OF MATURITY:
DATE OF EXPIRATION:
BENEFICIARY:

We, hereby open our unconditional, transferable, irrevocable operative confirmed documentary Letter of Credit in favor of _______________for the amount of U.S. Dollars _________USD due on sight of Commercial Invoice and Clean on Board Bill of Lading from the Date of Issue (The Maturity Date) ) and other payment documents under contract items nos. 9 and 10. Payment is available at the Buyer’s Bank counter provided that all payment documents strictly complying with this LC requests, by the Beneficiary's First written demand via Bank Wire System. Demand Hereunder must be marked drawn under Letter of Credit No: ____________________ Dated _________, ________, 2004.

We hereby engage with you that the draft drawn under and in compliance with the terms of this letter of credit is subject to Uniform Customs and Practices for Documentary Credit (1996 revision) I.C.C. Publication No. 100/500.

This cable is an non operative instrument.
All bank charges in connection with this Letter of Credit are for the account of the applicant.

This Letter of Credit Expires on _________________, ______________, 2004

NAME AND TITLE OF AUTHORIZED
BANK OFFICER
Bank Name :
Bank Address :

Bank Contact :
Telephone Number :
Fax Number :
Account Number :
Account Holder :
SWIFT/ABA Code :

Seal
SWIFT TEXT:
: 40B FORM OF DOCU: IRREVOCABLE WITH CONFIRMATION
: 45B/SHIPMENT OF: HMS1 80/20 under ISRI 200-206
: PRICE TERMS: $190.00USD per MTW under CIF terms
: 46B/DOCUMENTS REQUIRED: SIGNED COMMERCIAL INVOICE ISSUED BY SELLER IN 3 ORIGINALS AND 3 COPIES SHOWING CONTRACT NUMBER________, DESCRIPTION OF GOODS, BILL OF LADING NUMBER, PIECES OF BUNDLES OF GOODS, UNIT PRICE, TOTAL AMOUNT, GROSS/NET WEIGHT OF THE GOODS + A FULL SET (3/3) STANDARD OCEAN BILLS OF LADING, MADE OUT TO ORDER, BLANK ENDORSED, MARKED FREIGHT PREPAID.OTHER PAYMENT DOCUMENTS UNDER CLAUSES 9 AND CLAUSE 10.
Other Important Points:
* Shipment and price quotations are CIF (ICC 460 Incoterm)
* Partial shipments permitted
• Transhipment permitted
* 21 days after the date of shipment must be allowed for presentation of documents to the negotiating bank.
* The letter of credit must also allow for third party documents.
•
PLEASE NOTE CAREFULLY: If you are unable or unwilling to meet any of these terms and conditions, please contact us as soon as possible, and prior to having the Letter of Credit issued. Any deviations from the above terms and conditions without our agreement may result in a delay of the shipment until the L/C can be amended at your expense.

APPENDIX No 5

SAMPLE PERFORMANCE BOND GUARANTEE
(ON ISSUING BANKS LETTERHEAD)

APPLICANT:
PERFORMANCE BOND NUMBER:
DATE OF ISSUE:
DATE OF MATURITY:
DATE OF EXPIRATION:
BENEFICIARY:
For and on behalf of Applicant, hereinafter referred to as________________.,

Dear Sirs,

Our clients, _____________have concluded Contract sale-purchase under CONTRACT NUMBER1_____________ with _________for the delivery of 720000 metric tons weight of HMS1 80/20 under ISRI 200-206, according to INCOTERMS-2000.

As security for the due performance of the delivery of 720000 metric tons of weight, an indemnity by a bank shall be furnished amounting to _______USD as per provisions in the Letter of Credit.

We, …………………………….. herewith irrevocably undertake to pay on your first demand, irrespective of the validity and the effects of the above mentioned contract and waiving all rights of objection and defense arising from the said Contract any amount up to __________USD upon receipt of duly signed written request by your side for payment and your written confirmation that _____________________________has failed to deliver the ordered merchandise or not delivered such merchandise as specified in the above mentioned Contract and expires in full and automatically in case your request for payment and your written confirmation together with _______BANK confirmation of your signatures are not in our possession on or before that date. For the purpose of identification, your request for payment and your confirmation hereunder have to be presented to us through the intermediary of UCO, confirming that the signatures are binding for your firm.

This indemnity is governed by the ICC rule, place of jurisdiction is United States of America.

This guarantee is valid for 12(twelve) months, upon expiry this guarantee will become null and void and of no consequence whether returned to us or not.

This Guarantee shall be valid upon receipt of the Letter of Credit assignment issued in favor of ________________________
Yours truly,