Maroon Impex
5/7 Baxter
Ave, Kogarah, 2217. NSW – Australia
CODE-NUMBER: AM 29/02/2008-100101 HMS 1 & 2
(80:20)
THIS SALE &
PURCHASE CONTRACT IS MADE AND ENTERED INTO EFFECTIVENESS ON THE DATE THE
BANK GUARENTEE BECOMES OPERATIVE ON 16 March 2008, BY AND BETWEEN THE
FOLLOWING PARTIES:
BUYER:
COMPANY:
OFFICERS:
TITLE:
ADDRESS:
CITY:
COUNTRY:
TELEPHONE: +
EMAIL:
SELLER
COMPANY: Maroon Impex
OFFICERS: Konda Reddy
TITLE: DIRECTOR
ADDRESS: 5/7 Baxter Ave
CITY: Kogarah - NSW
COUNTRY: AUSTRALIA
TELEPHONE: TELEFAX:
EMAIL:
WHEREAS: XXXX CO. LTD. WITH FULL CORPORATE AUTHORITY AND RESPONSIBILITY
HEREBY MAKES AND CONFIRMS THAT IT IS READY, WILLING, AND ABLE TO
PURCHASE 2500 MT +/- 5% (TWO THOUSAND FIVE HUNDRED METRIC TONS) (PLUS OR
MINUS FIVE PERCENT) OF PRODUCT UNDER THE TERMS AND CONDITIONS AGREED AND
CONTAINED IN THIS CONTRACT;
WHEREAS: MAROON IMPEX, WITH FULL CORPORATE
AUTHORITY AND RESPONSIBILITY HEREBY CERTIFIES, REPRESENTS, AND WARRANTS
THAT IT HAS THE COMMODITY AND IS WILLING TO SELL AND CAN FULFILL THE
COMMODITY SPECIFICATIONS, QUALITY, QUANTITY, AND TIMELY DELIVERIES
AGREED IN THIS CONTRACT; AND THE PRODUCT WILL BE CUT TO ONE AND A HALF
(1.5) METER LENGTH AS REQUESTED; AND
WHEREAS: UPON CONSIDERATION OF THE MUTUAL
AGREEMENTS, PROMISES, BENEFITS, TERMS, AND VALUABLE CONSIDERATION
BETWEEN AND IN THE BENEFIT OF MAROON IMPEX AND MAROON IMPEX HAVE
DETERMINED TO ENTER INTO THIS SALES AND PURCHASE CONTRACT IN ACCORDANCE
WITH THE FOLLOWING TERMS AND CONDITIONS SET OUT HEREIN;
CLAUSE ONE (1) –
DEFINITIONS IN THIS CONTRACT:
1. "THE SELLER" OR "SELLER" OR "SELLER'S" MEANS,
MAROON IMPEX.
2. "THE
BUYER" OR "BUYER" OR "BUYER'S" MEANS, xxxxxxxxxx
3. "BOTH PARTIES" AND "THE PARTIES" MEANS MAROON
IMPEX AS SELLER AND xxxxxxx AS BUYER.
4. "THE CONTRACT", "THIS CONTRACT" AND OR "THE
AGREEMENT" MEANS THIS DOCUMENT CONTAINING THE SALES AND PURCHASE
CONTRACT.
5. "THE
COMMODITY", "COMMODITY", "THE PRODUCT" OR "PRODUCT"
6. "MT" MEANS METRIC
TONS; THAT IS THE WEIGHT UNIT UNDER WHICH THE COMMODITY IS SOLD.
7. "USD" MEANS UNITED
STATES DOLLARS, THE CURRENCY FOR MONETARY EXCHANGE, MONETARY
EXPRESSIONS, AND MONETARY PAYMENTS UNDER THIS CONTRACT.
8. "ICC" MEANS
INTERNATIONAL CHAMBER OF COMMERCE, ICC 500 – 1993 REVISION.
9. "ASWP" MEANS ANY SAFE
WORLD PORT NON USA SANCTIONED.
10.. "NON USA SANCTIONED PORT" MEANS PORTS AND
COUNTRIES THAT THE UNITED STATES GOVERNMENT HAS NOT PLACED TRADE
RESTRICTIONS AGAINST FOR US CITIZENS AND COMPANIES.
11. "INCOTERMS 2000
EDITION" MEANS A STANDARD TRADE DEFINITIONS MOST COMMONLY USED IN
INTERNATIONAL SALES CONTRACTS.
12. "SGS" MEANS SOCIETY GENERAL DE SURVEILLANCE.
13. "CIF" MEANS WHERE
COST, INSURANCE, AND FREIGHT TO BRING THE GOODS TO THE NAMED PORT OF
DESTINATION IS TO BE PAID BY THE SELLER, BUT THE RISK OF LOSS OF OR
DAMAGE TO THE GOODS, AS WELL AS ANY ADDITIONAL COSTS DUE TO EVENTS
OCCURRING AFTER THE TIME THE GOODS HAVE BEEN DELIVERED ON BOARD THE
VESSEL, IS TRANSFERRED FROM THE SELLER TO THE BUYER/SHIPPER WHEN THE
GOODS PASS THE SHIP'S RAIL IN THE PORT OF SHIPMENT.
14. "POP" MEANS PROOF OF
PRODUCT, AS PROOF OF DELIVERY, THE EVIDENCE THAT ONE PARTY HAS TURNED
OVER SOMETHING (CARGO) TO ANOTHER. COMMONLY, IN TRANSPORTATION, A
SIGNED, DATED ACKNOWLEDGEMENT OF RECEIPT.
15. "DLC" MEANS AN IRREVOCABLE , TRANSFERABLE,
FULLY FUNDED, DOCUMENTED, AND FREELY NEGOTIABLE LETTER OF CREDIT TO BE
ISSUED BY ONE OF THE PRIME BANK WORLDWIDE INTERNATIONALLY RATED",
PAYABLE AT SIGHT AT THE TIME OF PRESENTATION OF EACH SET OF ORIGINALS OR
COPIES, OR COMBINATION THEREOF OF THE "REQUIRED DOCUMENTS FOR SHIPMENT"
AS PER ARTICLE 12 (TWELVE) OF THIS CONTRACT.
16. "TOP 50 BANKS WORLDWIDE INTERNATIONALLY
RATED" MEANS BANKS RANKED ACCORDING WITH THEIR TOTAL ASSETS IN US
DOLLARS, GIVING AN INSTANT OVERVIEW OF THEIR FINANCIAL PERFORMANCE.
17. "INTERNATIONAL
BANKING DAYS" MEANS DAYS AND DATES THAT BANKS CONDUCT BUSINESS, THE SAME
AS BUSINESS DAYS. THESE DAYS DO NOT INCLUDE WEEKENDS OR BANK HOLIDAYS.
18. "SHIPPING SCHEDULE"
MEANS BUYER'S ADVANCE PROGRAM SENT TO SELLER CONTAINING ALL BUYER'S
PROGRAMMED SHIPMENTS FOR THE CONTRACT. AMONG OTHER PERTAINING
INFORMATION AND DESTINATARY INFORMATION, THE DELIVERY SCHEDULE WILL
INCLUDE THE VESSEL SIZE OR THE SHIPMENT SIZE AND THE ASWP DESTINATION
PORT, ACCORDING WITH ARTICLES 6 (SIX), 9 (NINE), 12 (TWELVE), AND 13
(THIRTEEN) OF THIS CONTRACT, ALL SUBJECT TO SELLER'S APPROVAL IN
WRITING.
19. "SHIPPING ORDER"
MEANS THE SPECIFIC INDIVIDUAL ORDERS THAT BUYER WILL ISSUE TO SELLER
BASED ON THE DELIVERY SCHEDULE TO CONFIRM AN INDIVIDUAL ORDER, WHETHER
OR NOT MORE THAN ONE SHIPMENT PER MONTH RESULTS NECESSARY. EACH SHIPPING
ORDER SHALL CONTAIN, AMONG OTHER PERTAINING INFORMATION, THE VESSEL SIZE
OR THE SHIPMENT SIZE, THE ASWP DESTINATION PORT AND, THE REQUESTED
DELIVERY DATE WITHIN THE RESPECTIVE MONTH.
20. "REQUIRED INFORMATION PRIOR TO SHIPMENT"
MEANS IN GENERAL THE SHIPPER'S EXPORT DECLARATION, A FORM REQUIRED AND
COMPLETED BY A SHIPPER SHOWING THE VALUE, WEIGHT, CONSIGNEE,
DESTINATION, IDENTIFICATION NUMBER, AND ALL PERTAINING INFORMATION OF
EXPORT SHIPMENT; AS WELL AS THE INFORMATION PRIOR TO SHIPMENT REQUIRED
IN ARTICLES 12 (TWELVE) AND 13 (THIRTEEN) OF THIS CONTRACT.
21. "REQUIRED DOCUMENTS
FOR SHIPMENT" MEANS IN GENERAL, THE SHIP PAPERS, THE DOCUMENTS A SHIP
MUST CARRY TO MEET THE SAFETY, HEALTH, IMMIGRATION, COMMERCIAL, AND
CUSTOMS REQUIREMENTS OF A PORT OF CALL OR OF INTERNATIONAL LAW; AS WELL
AS THE DOCUMENTS FOR THE SHIPMENT REQUIRED IN ARTICLES 12 (TWELVE) AND
13 (THIRTEEN) OF THIS CONTRACT.
22. "CONTRACT CODE-NUMBER" MEANS THE TRANSACTION
NUMBER APPVOED BY SELLER AND BUYER IN ORDER TO IDENTIFY ALL TRANSACTION
DOCUMENTS AS FULL VALID WITH FULL LEGAL FORCE. THIS CODE-NUMBER IS AS
FOLLOWS:
AM/29/02/2008- 100101
HMS 1 & 2 (80:20)
CLAUSE
TWO (2) - COMMODITY & QUANTITY:
COMMODITY: PRESCRIBED AS HMS 1 & 2 (80:20)
CONTRACTED QUANTITY:
2500MT (TWO THOUSAND FIVE HUNDRED METRIC TONS) +/- 5% (PLUS OR MINUS
FIVE PERCENT); TO BE DELIVERED IN 12 (TWELVE) MONTHLY DELIVERY OF 2500
MT (TWOTHOUSAND FIVE HUNDERED METRIC TONS) (PLUS OR MINUS FIVE PERCENT)
PER MONTH; WITH POSSIBILITY OF EXTENSION IF BOTH PARTIES DESIRE TO.
CLAUSE THREE (3) –
COMMODITY SPECIFICATIONS: Description; HMS 1& 2
All goods sold by the seller will be totally
free of any types of radiation, bombs, arms and ammunition, mines,
shells, cartridges, sealed containers, gas cylinders, explosive shells
and/or explosive materials in any form, used or otherwise, as per the
specification 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 commercjql. scrap (appliance casings, frames and
parts, etc.). Non-Metal impurities total of 1% (one ~~ent) qr less. All
goods sold by the seller will also be totally tree from any types of
radiation, bomb~ 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 specification below.
HMS 1 - ISRI Code 200:
Heavy melting steel.. Wrought iron and/or steel scrap ~ inch or steel
scrap t4 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 - ISRI
Code 201: Heavy melting steel 3 feet x 18 inches. Wrought iron or steel
scrap Y4 inch over in thickness individual pieces not over 36 inches x
18 inches (charging box size) prepared in a manner to insure compact
charging.
HlVIS 1 - ISRI
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
- ISRI 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 - ISRI Code 204: Same as ISRI 203 but max
size 36 x 18 inches.
Hl1S 2 - ISRI Code 205: Same as ISRI 204 but free of sheet iron or
thin-gauged material.
HMS 2 - ISRI Code 206: Same as ISRI 204, but max size 60 x 18 inches.
,Steel scrap defmed as
HMS 1 & 2 in an 80/20 mix under IRSI codes 200 through 206 and Rail
scrap under ISRI 200-206 as defined in the contract.
Non-metal impurities
total 1 % (one percent) or less - no radiation. High carbon steel is not
included in this scrap - we sell that as a separate item.
CLAUSE FOUR (4) - COUNTRY OF ORIGIN:
MIDDLE EAST, RUSSIA OR
ANY OTHER CIS COUNTRY, SELLERS OPTION
CLAUSE FIVE (5) - PACKING & MARKING:
CARGO PACKED FOR SEA
FREIGHT IN 20'FT FCL MARKING PRODUCT NAME, NET WEIGHT, AND COUNTRY OF
ORIGIN. ANY OTHER PACKING SIZE OR LABELING SHALL BE MUTUALLY AGREED BY
BUYER AND SELLER. ANY EXTRA PRODUCT SUPPLIED ON EACH SHIPMENT WITHIN THE
+/- 5% (PLUS OR MINUS FIVE PERCENT) AS PER ARTICLE 2 (TWO) UNDER TOTAL
CONTRACTED QUANTITY OF THIS CONTRACT, BUYER SHALL PAY IT TO SELLER AT
THE METRIC TON UNIT PRICE AS PER ARTICLE 9 (NINE) OF THIS CONTRACT. IF
BUYER FILES A PRODUCT REPLACEMENT CLAIM, SELLER WILL INVESTIGATE THE
CLAIM, AND IF ACCEPTABLE, SELLER SHALL ISSUE THE CORRESPONDENT CREDIT ON
THE FOLLOWING SHIPMENT INVOICE AFTER THE CLAIM HAS BEEN CLEAR AND
APPROVED BY SELLER.
CLAUSE SIX (6) - DELIVERY & SHIPPING BASIS:
THE FIRST DELIVERY OF 2500 MT (TWO THOUSAND FIVE
HUNDRED METRIC TONS) IS TO BE CARRIED OUT 30 DAYS AFTER CONFIRMATION OF
OPERATIVE LETTER OF CREDIT.
FOLLOWING DELIVERIES; EACH MONTH 2500 MT (TWO
THOUSAND FIVE HUNDRED METRIC TONS)
CONTRACT TERM: 12 (TWELVE) MONTHS FROM FIRST
SHIPMENT; WITH POSSIBLE EXTENSION UPON AGREEMENT BY BOTH PARTIES.
DESTINATION - INCOTERMS:
12000 MT FOR ANY SWP SUITABLE FOR TONNAGE OF 25,000 TONS: BUYER SHALL
PROVIDE A CERTIFICATE WARRANTING THAT BUYER GUARANTEES AT ITS OWN
EXPENSE AND AT ITS OWN RISK OF COSTS, EXPENSES, AND PENALTY TO HAVE
PROPER IMPORT PERMISSION ARRANGED PRIOR TO VESSEL DEPARTURE, IF
APPLICABLE.
SHIPMENT:
DELIVERY WILL BE DONE IN TWELVE SHIPMENTS OF 2500 MT PER MONTH, FOR THE
12 CALENDER MONTHS OF THIS CONTRACT. MINIMUM 2,500 TO 1,00,000 TONS.
MINIMUM DISCHARGE RATE:
AT PORTS WITH A MINIMUM DISCHARGE RATE. IF THE PORT IS NOT ASWP, A PRIOR
AUTHORIZATION IN WRITING BY SELLER WILL BE REQUIRED ON THE NON ASWP
DESTINATION PORT BEFORE THE SHIPPING ORDER IS ISSUED BY THE BUYER TO THE
SELLER. BUYER SHALL BE RESPONSIBLE FOR ARRANGING AND ASSURING THAT THE
VESSEL WILL BE OFF-LOADED (DISCHARGED) AT A MINIMUM DISCHARGE RATE.
MONTHLY DELIVERY: A
MINIMUM OF 2500 MT +/- 5% (TWOTHOUSAND FIVE HUNDERED METRIC TONS) (PLUS
OR MINUS FIVE PERCENT) PER MONTH; FOR THE PERIOD OF TWELVE (12)
CONSECUTIVE MONTHS, UP TO COMPLETION OF THE TOTAL CONTRACTED QUANTITY OF
2500 MT +/- 5% (TWO THOUSAND FIVE HUNDERED METRIC TONS) (PLUS OR MINUS
FIVE PERCENT).
SHIPPING
SCHEDULE: BUYER WILL ISSUE A SHIPPING SCHEDULE CONTAINING ALL OF BUYER'S
PROGRAMMED SHIPMENTS WITHIN THIS CONTRACT. ANY CHANGES TO BUYER'S
SHIPPING SCHEDULE SHALL BE SUBMITTED TO SELLER'S APPROVAL WITH AT LEAST
45 (FORTY FIVE) DAYS IN ADVANCE NOTICE. THE CHANGES ARE TO COME INTO
EFFECT UNTIL SELLER HAS APPROVED THEM IN WRITING.
SHIPPING ORDERS: BASED
ON THE SHIPPING SCHEDULE, AND AT LEAST 45 (FORTY-FIVE) DAYS PRIOR TO A
SPECIFIC SHIPMENT, BUYER WILL ISSUE AN INDIVIDUAL SHIPPING ORDER TO
CONFIRM TO SELLER A SPECIFIC SHIPMENT. ANY CHANGES TO BUYER'S SHIPPING
ORDERS SHALL BE SUBMITTED TO SELLER'S APPROVAL WITH AT LEAST 45
(FORTY-FIVE) DAYS IN ADVANCE NOTICE. THE CHANGES ARE TO COME INTO EFFECT
UNTIL SELLER HAS APPROVED THEM IN WRITING.
FIRST SHIPMENT: SHIPMENT WILL START WITHIN 35-45
(THIRTY FIVE TO FORTY-FIVE) DAYS AFTER SELLER'S BANK HAS VERIFIED THE
BANK GUARENTEE AT BUYER'S BANK. SELLER RESERVES THE RIGHT TO MAKE AN
EARLIER FIRST SHIPMENT TO BUYER, AS LONG AS SELLER NOTIFIES BUYER WITH
AT LEAST 15 (FIFTEEN) DAYS PRIOR TO SHIPMENT.
MONTHLY SHIPMENTS: AFTER FIRST SHIPMENT, EVERY
FOLLOWING CALENDAR AND CONSECUTIVE MONTH, SELLER WILL CONTINUE TO SUPPLY
THE MONTHLY PRODUCT DELIVERY UNTIL THE TOTAL CONTRACTED QUANTITY IS
DELIVERED TO BUYER.
CLAUSE SEVEN (7) – INSPECTION:
SELLER GUARANTEES THAT EACH PRODUCT DELIVERY
WILL BE PROVIDED WITH AN INSPECTION CERTIFICATE ON QUALITY, QUANTITY,
AND WEIGHT. THE INSPECTION MUST CERTIFY THAT THE ENTIRE PRODUCT IS IN
GOOD ORDER AND PRIME CONDITION, AND SUBSTANTIALLY IN ACCORDANCE WITH THE
COMMODITY SPECIFICATIONS SET FORTH IN ARTICLE 3 (THREE) OF THIS
CONTRACT. SGS, OR EQUIVALENT, MUST PERFORM THE INSPECTION OF THE
COMMODITY AT LOADING AND DISCHARCE PORT (S) OF DELIVERY. ANY ADDITIONAL
REQUIREMENTS IMPOSED BY THE COUNTRY OF DESTINATION, THE PORT OF
DESTINATION OR THE PORT AUTHORITIES, UNIONS OR ANY GOVERNMENTAL OR
NON-GOVERNMENTAL ORGANIZATION, WILL BE BUYER'S SOLE RESPONSIBILITY AND
AT BUYER'S SOLE COST.
CLAUSE EIGHT (8) – INSURANCE:
SHIPPERS, AT SHIPPER'S
EXPENSE, WILL ISSUE A SPECIAL CARGO INSURANCE POLICY FOR 110% (ONE
HUNDRED TEN PERCENT) OF CIF INVOICE VALUE ON EACH SHIPMENT.
CLAUSE NINE (9) –
COMMODITY UNIT PRICE, COMMODITY TOTAL PAYMENT, INDIVIDUAL SHIPPING
VOLUME, VOLUME PRICING AND PAYMENT TERMS:
COMMODITY UNIT PRICE: USD____ PER MT CIF AT
DESTINATION PORT FOR THE FIRST SHIPMENT 2500 MT
ESCUALTION FACTOR: THIS CONTRACTED PRICE IS
FIXED AT THE TIME OF THIS CONTRACT, HOWEVER IF THE WORLD MARKET FOR THIS
PRODUCT SHOULD RISE OR FALL AT +/- 10% OF THIS FIXED PRICE BOTH PARTIES
RESERVE THE OPTION TO RENEGOTIATE THE PRICE BASED ON THE CURRENT WORLD
MARKET RATE AT THAT TIME.
COMMODITY TOTAL PAYMENT: FOR A TOTAL QUANTITY OF
2500 MT +/- 5% (TWO THOUSAND FIVE HUNDRED METRIC TONS) (PLUS OR MINUS
FIVE PERCENT), FOR THE TOTAL MONETARY AMOUNT OF USD .
INDIVIDUAL SHIPPING
VOLUME: EACH SHIPMENT WILL LOAD THE VOLUME OF 2500 MT (TWO THOUSAND FIVE
HUNDRED METRIC TON) SHOULD THERE BE VARIATION FURTHER THAN +/- 5% (PLUS
OR MINUS FIVE PERCENT); SELLER IS TO GET BUYER'S APPROVAL BEFORE
DEPARTURE.
VOLUME
PRICING: THE UNIT PRICE OF USD ___ PER MT CIF ANY GIVEN TAX, CHARGE OR
PAYMENT ON THE COUNTRY OF DESTINATION TO SELLER, SHALL BE PAID TOTALLY
BY THE BUYER IN ADDITION TO THE TOTAL CONTRACT PRICE AMOUNT SET FORTH
ABOVE.
PAYMENT TERMS:
FOR FIRST SHIPMENT 100% AGAINST DOCUMENTS AT LOADING AT THE PORT OF
DISPATCH B/L AND SGS CERTIFICATE. AS AGREED UPON (BY BOTH PARTIES)
BUYER'S BANK TO SELLER'S BANK PAYMENT OPTION, ISSUED FOR THE AMOUNT
CORRESPONDING TO ONE (1) MONTH DELIVERY OF 2500 MT (TWO THOUSAND FIVE
HUNDRED METRIC TONS); UNDER ALLOWANCE OF PAYMENT FOR EACH SHIPMENT
DELIVERED. BANK GUARENTEE OR THE AGREED UPON (BY BOTH PARTIES) BUYER'S
BANK TO SELLER'S BANK PAYMENT OPTION IS TO BE ISSUED BY AN ACCEPTABLE
PRIME BANK TO THE SELLER, PAYABLE AT SIGHT UPON PRESENTATION OF FULL SET
OF SHIPPING DOCUMENTS CORRESPONDING TO EACH SHIPMENT QUANTITY DELIVERED,
AS PER CLAUSE TWELVE (12) OF THIS CONTRACT. THE AGREED PAYMENT IS 100%
OF EACH SHIPMENT SEVENTY SIX THOUSAND US DOLLARS) AND 00/100);
EQUIVALENT TO ONE (1) SHIPMENT; AND, WILL BE PAYABLE AGAINST
PRESENTATION AND PROOF OF PROPER SHIPPING DOCUMENTS OF EVERY ONE (1)
SHIPMENT DELIVERED. FOLLOWING BANK GUARENTEE OR THE AGREED UPON (BY BOTH
PARTIES) BUYER'S BANK TO SELLER'S BANK PAYMENT OPTION, FOR THE FOLLOWING
MONTHLY DELIVERY, WILL AUTOMATICALLY BE ISSUED REVOLVING WITHIN FIFTEEN
(15) CURRENT DAYS AFTER PRESENTATION OF FULL SHIPPING DOCUMENTS FOR THE
FORMER SHIPMENT.
CLAUSE
TEN (10) – SELLER'S PERFORMANCE BOND:
AGAINST THIS CONTRACT THE BUYER HAS REQUESTED NO
PERFPRMANCE BOND BE ISSUED.
CLAUSE ELEVEN (11) – SELLER'S AND BUYER'S
BANKING
INFORMATION AND
BANKING PROCEDURES:
SELLER'S BANK:
CORRESPONDING BANK NAME: xxxxxxxxxxxx
BANK NAME: HSBC BANK
ADDRESS: 179 CHURCH STREET, PARRAMATTA -NEW
COUNTRY: AUSTRALIA
ACCOUNT NAME: FOR THE ACCOUNT OF MAROON IMPEX
ACCOUNT NUMBER:
133-570-413, BSB NO: 342-017
FOR THE ACCOUNT OF: xxxxxxxxxx
SWIFT CODE: HKBAAU2S
BANK OFFICER:
xxxxxxxxxxxx
BANK
TELEPHONE: xxxxxxxxxxx
FAX: xxxxxxxxxxxxxxx
EMAIL: xxxxxxxxxxxxxxxxx
BUYER'S BANK:
BANK NAME:
(REQUIRED INFORMATION)
ADDRESS: (REQUIRED INFORMATION)
COUNTRY: (REQUIRED INFORMATION)
ACCOUNT NAME: (REQUIRED
INFORMATION)
ACCOUNT
NUMBER: (REQUIRED INFORMATION)
ABA ROUTING NUMBER:
SWIFT CODE: (REQUIRED INFORMATION)
BANK OFFICER: (REQUIRED
INFORMATION)
BANK
TELEPHONE: (REQUIRED INFORMATION)
FAX: (REQUIRED INFORMATION)
EMAIL: (REQUIRED
INFORMATION)
SPECIAL
REMARK: NEITHER PARTY IS ABLE TO CONTACT THE OTHER PARTY'S BANK WITHOUT
DUE WRITTEN AUTHORIZATION FROM ACCOUNT HOLDER.
BANKING PROCEDURE:
AFTER FULL VERIFICATION OF BUYER'S FINANCIAL
CAPABILITY LETTER, SALE & PURCHASE CONTRACT, ALONG WITH ALL BINDING
DOCUMENTS, WILL BE AGREED AND SIGNED BY BOTH PARTIES.
AFTER SIGNING THE CONTRACT BUYER ISSUES
OPERATIVE BANK GUARENTEE BY SWIFT.
WITHIN 5
(FIVE) BANKING DAYS AFTER RECEIPT OF OPERATIVE BANK GUARENTEE SELLER
PROVIDES PROOF OF PRODUCT (POP).
CLAUSE TWELVE
(12) – DOCUMENTATION:
REQUIRED INFORMATION PRIOR TO SHIPMENT:
AT LEAST 10 (TEN) DAYS PRIOR TO LOADING, SELLER
WILL DELIVER TO BUYER THE BASIC SHIPMENT INFORMATION REGARDING TO THE
VESSEL, ESTIMATED LOADING DATE AND ESTIMATED SHIPPING DATE..
REQUIRED DOCUMENTS FOR SHIPMENT:
SELLER WILL DELIVER TO
BUYER ALL REQUIRED DOCUMENTS FOR SHIPMENT (BY FAX OR COURIER), FOR
SHIPMENT WITHIN THREE DAYS OF LOADING INCLUDING:
THREE (3) ORIGINALS AND THREE (3) COPIES OF A
FULL SET OF OCEAN BILL OF LADING MARKED "FREIGHT PREPAID" AND "CLEAN ON
BOARD".
ONE (1) ORIGINAL AND THREE (3) COPIES OF
SIGNED COMMERCIAL INVOICE (S) IN THE NAME OF THE BUYER.
ONE (1) ORIGINAL AND THREE (3) COPIES OF A
SIGNED CERTIFICATE OF ORIGIN ISSUED BY OR ENDORSED BY CHAMBER OF
COMMERCE OF THE COUNTRY OF ORIGIN.
ONE (1)
PACKING LIST SHOWING GROSS/NET WEIGHT AND NUMBER OF BILL OF LADING.
TWO (2) ORIGINALS AND TWO (2) COPIES OF
CERTIFICATE OF WEIGHT,
QUANTITY AND QUALITY
ISSUED AT LOADING AND DISCHARGE PORTS BY SGS, OR EQUIVALENT, INDICATING
THE INSPECTION ATTENDANCE DATE AND TIME.
6. INSURANCE POLICY FOR 110% (ONE HUNDRED AND
TEN PERCENT) OF NET INVOICE VALUE COVERING ALL RISKS (INCLUDING WAR
SURCHARGE).
ALL IMPORT
EXPENSES INCLUDING BUT NOT LIMITED TO: IMPORT LICENSE, IF ANY, IMPORT
TAXES, LEVIES, ANY OTHER DUTIES, TARIFFS, APPLICABLE TAXES, DISPATCH
DUTIES; PAYMENT OF ANY KIND ON CARGO BY AUTHORITIES OR GOVERNMENT OF THE
COUNTRY OF DESTINATION TO WHICH THE GOODS ARE DELIVERED, CONSULAR FEES,
CUSTOMS, IMPORT CLEARANCE, ANY NECESSARY DOCUMENTATION IMPOSED BY THE
COUNTRY OF DESTINATION, DISCHARGING, AND ANY RELATED EXPENSES AT
DISCHARGE PORT AREA FOR THE ACCOUNT OF THE BUYER, AND ARE THE SOLE
RESPONSIBILITY OF THE BUYER. THE DATE OF BILL OF LADING SHALL BE
CONSIDERED THE DATE OF DELIVERY..
CLAUSE THIRTEEN (13) - VESSEL REQUIREMENTS,
VESSEL
VESSEL LOADING
AND UNLOADING REQUIREMENTS:
VESSEL REQUIREMENTS: THE VESSEL SHOULD BE
CAPABLE OF LOADING A MINIMUM OF 2,500 MT ( THOUSAND AND FIVE HUNDRED
METRIC TONS) PER DAY AND EQUAL TO THIS AT DISCHARGE. BUYER AND ITS CARGO
RECEIVERS ARE FULLY RESPONSIBLE FOR ARRANGING ALL NECESSARY
IMPORT/CUSTOM FORMALITIES INCLUDING IMPORT LICENSE AS WELL AS
ARRANGEMENT FOR TAKING DELIVERY OF CARGO PRIOR TO VESSEL'S ARRIVAL,
INCLUDING INCOMPLETE IMPORT FORMALITIES, OR NO STORAGE FACILITIES, OR NO
TRANSPORT ARRANGEMENTS, OR IN THE EVENT CUSTOMS OR PORT AUTHORITIES DO
NOT ALLOW DISCHARGE TO COMMENCE OR HALT. BUYER SHALL BEAR ALL COSTS AT
PORT OF DESTINATION FOR INSURANCE, DEMURRAGE AT DISCHARGE PORT, DISPATCH
DUTIES, TAXES, AND OTHER PAYMENTS LEVIED AGAINST THE CARGO AND ITS
HANDLING AND DISCHARGE COSTS BY THE PORT AUTHORITIES OR GOVERNMENT
AGENCIES OF COUNTRY OF DESTINATION TO WHICH THE GOODS ARE DELIVERED. THE
BUYER WILL ALSO PAY LIGHTERAGE COST IF REQUIRED AT PORT OF DESTINATION.
BUYER MUST PAY THE DEMURRAGE AND ANY OTHER ASSOCIATED COSTS, INCLUDING
BUT NOT LIMITED TO SHIFTING COSTS INCURRED BY SELLER/VESSEL'S OWNER
BEFORE DISCHARGING CAN COMMENCE OR CAN RECOMMENCE. FUMIGATION OF CARGO,
AT PORT OF DESTINATION, IF REQUIRED BY BUYER/CARGO RECEIVERS, SHALL BE
FOR THE BUYER'S ACCOUNT, INCLUDING BUT NOT LIMITED TO
ACCOMMODATION/VICTUAL LING TRANSPORT FOR VESSEL CREW IF ORDERED BY PORT
AUTHORITIES TO GO ASHORE. ANY TIME USED FOR CARGO FUMIGATION TO COUNT AS
DELAY TIME.
ALL
SUPERVISION CHARGES AT THE PORT OF UNLOADING ARE FOR THE BUYER'S
ACCOUNT. ANY TAXES OR LEVIES AT THE LOADING PORT IS ON SELLER'S ACCOUNT.
CLAUSE FOURTEEN (14) –
DISCLOSURE:
THIS
CONTRACT IS NOT TO BE FREELY CIRCULATED, AND IS ONLY FOR THE PURPOSE OF
THE TRANSACTION CONTAINED HEREIN. ALL DISCLOSED INFORMATION ABOUT THE
TRANSACTION TO INSURANCE AGENTS, SHIPPING COMPANIES, BANKING OFFICIALS,
AND FORWARDING AGENTS, RELATED PARTIES SHOULD NOT BE HELD AS BREACH OF
CONFIDENTIALITY, NOR BUYER OR SELLER SHOULD BE HELD RESPONSIBLE FOR THE
ACTIONS OF OFFICERS OR AGENTS OF SUCH THIRD PARTIES.
CLAUSE FIFTEEN (15) -
VARIATION AND INDULGENCE:
NO WAIVER BY A PARTY OF ANY BREACH, FAILURE, OR
DEFAULT IN PERFORMANCE BY THE OTHER PARTIES, AND NO FAILURE, REFUSAL, OR
NEGLECT BY A PARTY TO EXERCISE ANY RIGHT HEREUNDER OR TO INSIST UPON
STRICT COMPLIANCE WITH OR PERFORMANCE OF THE OTHER PARTY'S OBLIGATIONS
UNDER THIS CONTRACT, SHALL CONSTITUTE A WAIVER OF THE PROVISIONS OF THIS
CONTRACT, UNLESS AGREED IN WRITING AND SIGNED BY BUYER AND SELLER. IF
BUYER FAILS TO PAY ANY CHARGES UNDER THIS CONTRACT, SELLER SHALL HAVE
THE RIGHT TO DELAY OR TERMINATE FURTHER SHIPMENT (S) UNTIL ANY PAST DUE
CHARGES ARE FULLY PAID WITHOUT INCURRING DEFAULT UNDER THIS CONTRACT.
CLAUSE SIXTEEN (16) –
MISCELLANEOUS:
ALL
DOCUMENTATION RELATED TO THIS CONTRACT OR REFERRED BY THIS CONTRACT
SHALL BE IN ENGLISH LANGUAGE. ANY DOCUMENTS GENERATED BY ITS COUNTRY OF
ORIGIN IN OTHER THAN ENGLISH LANGUAGE SHALL BE ACCOMPANIED BY PROPER
TRANSLATION TO THE ENGLISH LANGUAGE. THE DOCUMENT WOULD NOT BE BINDING
ON BUYER AND SELLER UNTIL THE RECEIVING PARTY ACCEPTS IN WRITING THE
ENGLISH TRANSLATION AS VALID.
CLAUSE SEVENTEEN (17) - MEDIATION AND
ARBITRATION:
ANY
DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN RELATION TO THIS
CONTRACT, INCLUDING THE VALIDITY, INVALIDITY, BREACH OR TERMINATION
THEREOF, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE SWISS
RULES OF INTERNATIONAL ARBITRATION OF THE SWISS CHAMBERS OF COMMERCE IN
FORCE ON THE DATE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED IN
ACCORDANCE WITH THESE RULES. THE NUMBER OF ARBITRATORS SHALL BE THREE;
THE SEAT OF THE ARBITRATION SHALL BE IN ZURICH, IN SWITZERLAND; THE
ARBITRAL PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH.
CLAUSE EIGHTEEN (18) -
GOVERNING LAW:
THE
CONTRACT WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
SWITZERLAND AND SUBJECT TO THE INTERPRETATION OF INCOTERMS 2000 EDITION.
ANY DISCREPANCIES BETWEEN THE GOVERNING APPLICABLE LAW AND THIS
CONTRACT, THE PARTIES AGREEMENT CONTAINED IN THIS CONTRACT SHALL
PREVAIL, AS LONG AS THEY ARE LEGAL. IF THERE SHALL EXIST ANY LEGALITY
CONFLICT BETWEEN ANY PROVISION CONTAINED HEREIN AND ANY SUCH APLICABLE
LAW OR POLICY, THE LATTER SHALL PEVAIL; AND THE PROVISION OR PROVISIONS
HEREIN AFFECTED SHALL BE CURTAILED, LIMITED OR ELIMINATED TO THE EXTENT
(BUT ONLY TO THE EXTENT) NECESSARY TO REMOVE SUCH LEGAL CONFLICT, AND AS
SO MODIFIED, ANY AND ALL OTHERS WORDS, PHRASES, PARAGRAPHS OR ARTICLES
OF THIS CONTRACT SHALL CONTINUE IN FULL FORCE AND LEGAL EFFECT.
CLAUSE NINETEEN (19) -
CAPTIONS:
THE CAPTIONS
USED IN CONNECTION WITH THE CLAUSES OF THIS CONTRACT ARE INSERTED ONLY
FOR THE PURPOSE OF REFERENCE. SUCH CAPTIONS SHALL NOT BE DEEMED TO
GOVERN, LIMIT, MODIFY, OR IN ANY OTHER MANNER AFFECT THE SCOPE, MEANING,
OR INTENT OF ANY PROVISIONS OR ANY PART THEREOF; NOR SHALL SUCH CAPTIONS
OTHERWISE BE GIVEN ANY LEGAL EFFECT.
CLAUSE TWENTY (20) - ADDRESSES AND NOTICES:
THE PARTIES ADDRESSES
ARE AS RECORDED HEREIN AT THE BEGINNING OF THIS CONTRACT AND NOTICES TO
SUCH ADDRESS WILL BE REGARDED AS RECEIVED WITHIN SEVEN (7) DAYS AFTER
DISPATCHED BY COURIER SERVICE TO SUCH ADDRESS WITH A COPY BY REGISTERED
MAIL AND A COPY BY FAX AND EMAIL OF THE NOTIFICATIONS AND THE COURIER
RECEIPT, ALL TO BE SENT SIMULTANEOUSLY. ANY CHANGE OF ADDRESS SHALL BE
BY WRITTEN NOTICE SENT IN THE SAME TERMS AND CONDITIONS AS SPECIFIED
ABOVE.
CLAUSE TWENTY-ONE
(21) – ASSIGNABILITY OF CONTRACT:
BOTH PARTIES ARE ABLE TO ASSIGN FULL RIGHTS AND
LIABILITIES OF THIS CONTRACT TO THIRD COMPANY, UNDER RELIABLE
NOTIFICATION AND FULL CONFORMITY AND ACCEPTANCE OF THE OTHER PARTY. IN
THIS CASE, THE ASSGNING PARTY WILL PROVIDE TO THE COUNTERPARTY FULL
DETAILS OF THE ASSIGNEE COMPANY IN ORDER TO BE CONSIDERED AND APPROVED
BY THE OTHER PARTY. THE ASSIGNING PARTY WILL NEVER BE RELEASED FROM ITS
RIGHTS AND LIABILITIES TO THIS CONTRACT; BUT SHALL ASSUME, JOINTLY WITH
THE ASSIGNEE COMPANY, UNDER FULL LEGAL AND CORPORATE RESPONSIBILITY, ALL
COMMITMENTS ASSUMED HEREBY.
CLAUSE TWENTY-TWO (22) - ENTIRE AGREEMENT &
BINDING DOCUMENTS:
THIS
CONTRACT EXPRESSES THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN SELLER
AND BUYER; AND, IT REPLACES AND SUPERSEDES ANY AND ALL PREVIOUS
ARRANGEMENTS, UNDERSTANDINGS, REPRESENTATIONS, EITHER ORAL OR WRITTEN,
INCLUDING ANY AND ALL LETTERS OF INTENT, SOFT OFFERS, IRREVOCABLE
CORPORATE PURCHASE ORDERS, FORMAL CORPORATE OFFERS AND ANY AND ALL OTHER
DOCUMENTS PREVIOUSLY DRAFTED, ISSUED OR EXECUTED BEFORE THIS CONTRACT.
BOTH PARTIES ARE ABLE TO
AGREE AND SIGN ANY DOCUMENT, SUCH AS "AMENDMENT"; "ADDENDUM"; "ANNEX";
"SHIPPING SCHEDULE"; "PROCEEDS OF PAYMENT"; AND, ANY OTHER DOCUMENT THAT
IS DEEMED NECESSARY AND CONVENIENT FOR BETTER EXECUTION OF TRANSACTION,
BY SIGNATURE OF BOTH PARTIES, UNDER TWO WITNESSES OR UNDER NOTARY
PROTOCOL. ANY DOCUMENT, BINDING TO THIS CONTRACT; BUT SIGNED JUST BY ONE
PARTY, WILL RELEASE THE OTHER PARTY FROM ANY RESPONSIBILITY WHATSOEVER.
ALL BINDING DOCUMENTS MUST IMPERATIVELY BEAR THE CONTRACT CODENUMBER, IN
ORDER TO BECOME FULLY VALID WITH FULL LEGAL FORCE.
CLAUSE TWENTY-THREE (23)
- EXECUTION OF CONTRACT:
ALL TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT ARE VALID FOR 10
(TEN) CALENDAR DAYS STARTING FROM THE MOMENT THIS CONTRACT IS SENT BY
ELECTRONIC MAIL TO THE BUYER, AND OR ITS LEGAL REPRESENTATIVE, BROKER,
AGENT, ATTORNEY OR ANY OTHER PERSON APPOINTED BY THE BUYER. IN THE EVENT
THIS CONTRACT IS NOT FULLY EXECUTED AND SEALED BY THE BUYER AND RECEIVED
BY THE SELLER WITHIN THE TERM SPECIFIED BOVE, SELLER, AT ITS SOLE
DISCRETION, CAN TERMINATE THIS CONTRACT AND SELLER SHALL NO LONGER BE
OBLIGATED TO HONOR ITS TERMS OR CONDITIONS.
BEFORE THE EXECUTION OF THIS CONTRACT, BUYER
SHALL PROVIDE TO SELLER ALL NECESSARY INFORMATION REQUESTED BY SELLER OR
THIS CONTRACT. UPON EXECUTION OF THIS CONTRACT WITHIN THE TERMS AND
CONDITIONS SPECIFIED ABOVE, THIS CONTRACT SHALL BE LEGAL AND BINDING BY
FAX AND EMAIL COPIES, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL IN
NATURE AND WILL REMAIN ENFORCEABLE UNTIL BUYER AND SELLER EXECUTE 4
(FOUR) ORIGINALS. BUYER WILL SEND TO SELLER BY COURIER 4 (FOUR) FULLY
EXECUTED ORIGINAL SETS WITH SIGNATURES IN EVERY PAGE OF THE CONTRACT.
SELLER WILL EXECUTE AND DISTRIBUTE ALL 4 (FOUR) ORIGINALS. ONE SET TO
BUYER, ONE SET TO BUYER'S BANK, ONE SET TO SELLER AND ONE SET TO
SELLER'S BANK. CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED OR
VALID. THEREAFTER ANY ADDITIONS, DELETIONS OR AMENDMENTS TO THIS
CONTRACT WILL NOT BE VALID UNLESS AGREED IN WRITING AND SIGNED BY BOTH
PARTIES UTILIZING THE SAME PROCEDURE DESCRIBED ABOVE. NEITHER PARTY TO
THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY
AN ACT OF GOD, INSURRECTION, CIVIL WAR, MILITARY OPERATIONS OR LOCAL
EMERGENCIES. THE PARTIES DO HEREBY ACCEPT THE INTERNATIONAL PROVISION OF
"FORCE MAJEURE" AS PUBLISHED BY THE ICC. WHEN FORCE MAJEURE HAPPENS THE
BUYER OR SELLER MUST IMMEDIATELY SEND WITHIN 15 (FIFTEEN) DAYS
THEREAFTER BY REGISTERED AIRMAIL TO THE OTHER PARTY A CERTIFICATE OF
FORCE MAJEURE ISSUED BY A COMPETENT GOVERNMENT AUTHORITY AT THE PLACE
WHERE THE FORCE MAJEURE OCCURRED AS EVIDENCE THEREOF.
CLAUSE TWENTY- FOUR (24)
- CONTRACT SIGNATORIES:
IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS CONTRACT TO BE SIGNED
AND EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AND HAVE THEREBY
UNDERSTOOD, AGREED, AND ACCEPTED THE TERMS AND CONDITIONS SO STATED
HEREIN WITH SIGNATURES AFFIXED BELOW ON THE FIRST DATE ABOVE WRITTEN.
AS THE SELLER AS THE BUYER
………………………………… ……...
…………………………..
Signature
and corporate seal Signature and corporate seal
KONDA REDDY
MAROON IMPEX
DIRECTOR
DATE: 29 FEBRUARY 2008 DATE: 29 FEBRUARY 2008
EDT (Electronic document transmissions)
EDT (Electronic document transmissions) shall be
deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:-
1- Incorporate U.S.
Public Law 106-229, ''Electronic Signatures in Global and National
Commerce Act'' or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257,
Geneva, May 2000) adopted by the United Nations Centre for Trade
Facilitation and Electronic Business (UN/CEFACT).
3- EDT documents shall
be subject to European Community Directive No. 95/46/EEC, as applicable.
Either Party may request hard copy of any document that has been
previously transmitted by electronic means provided however, that any
such request shall in no manner delay the parties from performing their
respective obligations and duties under EDT instruments.
--------------------------------------------------------------------------------
[kr1]for now and as we
confirm the 10000, we will issue a new contract.
[kr2]As per the email I have sent this morning;
We have requested 2% PB as normal.
--------------------------------------------------------------------------------
New Email names for you!
Get the Email name you've always wanted on the new @ymail and
@rocketmail.
Hurry before someone else
does! |
