SOFT OFFER 1,200,000 MT / US$ 72/ REF#RBIG290808
VALIDITY: 2 DAYS ONLY!!!
TO SEPTEMBER 5, 2008 !
We, as authorised legal mandate for the Seller, confirm with full legal
responsibility that the Seller is ready, willing and able to sell
ORDINARY PORTLAND CEMENT GRADE 42,5 N & R on the following terms and
conditions:
Commodity: ORDINARY PORTLAND CEMENT
GRADE 42,5 N & R Specification: See below Article 02.
Origin: At Sellers Option
Quantity: 1,200,000/mt (One Million Two Hundred
Thousand
Metric Tons) Contract period: 12 months
Destination: CIF ASWP, provided they are safe,
suitable and capable world ports.
Shipments:
12,500/mt, 25,000/mt and 50,000/mt
Price: US$
72mt (Seventy Two United States Dollars) per metric ton
Total Value: US$ 86,400,000 ( Eighty Six Million
Four Hundred Thousand
United States Dollars)
Payment: Payment for the first nine months
shipment quantity of
900,000/mt shall be
effected by SWIFT TT for each shipment on the negotiation of the
shipping documents at the Sellers Bank. These payments will be
guaranteed by an Irrevocable
Transferable
Stand-by Letter of Credit for three months shipment
volume of 300,000/mt and
to the value of US$ 21,600,000
(Twenty One
Million Six Hundred Thousand United States Dollars) and will be valid
for 16 Months and issued, confirmed and guaranteed by a top prime world
bank acceptable to the Seller.
Should the buyer
default on any of the payments then the Seller will get paid out of the
Irrevocable Transferable Stand-by Letter
of
Credit, and ship the balance outstanding.
Should
there be no defaulting then the Irrevocable Transferable
Stand-by Letter of Credit will be used for
payment of the last three months shipments of the contract volume.
Partial shipments are allowed.
Performance Bond: 2.0% (Two Percent) of the
value of the Irrevocable Transferable
Stand-by
Letter of Credit.
Initial Shipment: Within 30-45
days after the financial instrument is in place at Seller’s bank and,
thereafter, according to the Agreement schedule.
Packing: 50Kg in 3 ply Kraft Paper bags with waterproof layer, packed in
1,5 – 2 Metric Ton Sling Bags.
Inspection: By SGS or equivalent at port of
loading at Seller’s cost.
ARTICLE 02: PRODUCT
QUALITY AND SPECIFICATIONS
The representative of SGS or compatible World
Class Inspection organisation at the
port of
loading shall confirm the product quality conforms to the following
specification:
AMERICAN STANDARDS ASTM C-150 OR
BRITISH STANDARDS 12/1996
ARTICLE 13: AGREEMENT
PROCEDURES
1. On receipt of the completed, each
page signed and sealed Soft Offer we will issue a Full Corporate Offer.
This is to be returned properly signed and sealed along with the Bank
Endorsement as per Article 14A.
2. On receipt of
the Full Corporate Offer properly signed and sealed along with the Bank
Endorsement from a Top Prime Western Bank according to Article
14A, the Seller will issue within
3-international banking days the Sales
Agreement.
3. Within 3-international banking
days from receipt of this Agreement by the Buyer, the Buyer signs, seals
and stamps the Agreement, and return it to Seller for his signature,
sealing and stamping.
4. Within 3-international
banking days from receipt of the Agreement from Buyer, duly signed,
sealed and stamped by the Buyer, the Seller will sign, seal and stamp
the Agreement and issue to the Buyer the AFFIDAVIT as per the Sales
Agreement.
5. Within 3-international banking
days of signing and exchanging the Sales Agreement and from receipt of
the AFFIDAVIT from Seller to Buyer, the Buyer’s Bank will issue in
favour of the Seller the Irrevocable Transferable Stand-by Letter of
Credit, as per Article 14 of the Sales Agreement, US$
21,600,000 (Twenty One Million Six Hundred
Thousand United States
Dollars)
6. The Irrevocable Transferable Stand-by Letter
of Credit is issued, confirmed and guaranteed by a top world western
prime bank acceptable to Seller, in accordance with the Sales Agreement.
7. Within 7-international banking days from
receipt of the Irrevocable
Transferable Stand-by
Letter of Credit in accordance with this Agreement,
Seller’s Bank will issue
to Buyer’s Bank the Proof of Product by SWIFT MT
799.
8. Within 10-international banking days of
the receipt, verification and authentication of Buyer’s Irrevocable
Transferable Stand-by Letter of Credit at Seller’s bank, the Seller will
issue a 2% Performance Bond for the value of the Irrevocable
Transferable Stand-by Letter of Credit.
9. The
initial shipment of 12,500/mt or 25,000/mt product loads within 30-45
days from the date of receipt, verification and authentication of
Buyer’s Irrevocable Transferable Stand-by Letter of Credit, as per
Article 14 of the Sales
Agreement, at Seller’s
bank, and continues until the Agreement quantity is shipped and
delivered.
10. Payment will be released to the
Seller upon negotiation of shipping documents
at
the Seller’s bank. Partial shipments are allowed.
11. Within 21-days of Buyer and Seller signing
the Agreement, the Buyer will advise the Seller in writing the
particulars of the discharge ports relevant to this Agreement.
ARTICLE 14: WORDING OF
THE AFFIDAVIT FROM SELLER TO BUYER
AFFIDAVIT
I, the undersigned, XXXXXX, holder of Passport
Number XXXXXX, issued by the
XXXXXXX, Managing
Director of the company, XXXXXX Ltd, from XXXXX, XXXXX, do hereby take
an oath and say as follows:
Under penalty of
perjury, I the undersigned, confirm that as Sellers hold a verifiable
allocation for 1,200,000/mt of Ordinary Portland Cement, under strict
terms and conditions of the executed Sale and Purchase Agreement Ref.
Number XXXXX
dated XX of XXXXX 2008.
The relative verifiable Proof of Product will be
provided in favour of the Buyer, XXXXXXXXX from XXXXX, on bank to bank
basis by SWIFT MT 799 upon receipt, verification and authentication from
Buyer’s Bank to Seller’s Bank of the Irrevocable Transferable Stand-by
Letter of Credit as per text stipulated in this AFFIDAVIT as below and
to the value of US$ 21,600,000 (Twenty One Million Six Hundred
Thousand United States Dollars). The verifiable
Proof of Product will be provided to the Buyer on bank to bank basis by
SWIFT MT 799 within the time set in the signed and exchanged Sale and
Purchase Agreement.
STAND-BY LETTER OF CREDIT
LETTER OF CREDIT NO:
DATE OF MATURITY: 16 MONTHS FROM DATE OF ISSUE
DATE OF EXPIRATION: 30 DAYS AFTER DATE OF MATURITY BENEFICIARY:
XXXXXXXXXX
WE, BANK OF __(ISSUING)__, _(CITY)_
BRANCH, ON BEHALF OF ___
(APPLICANT) ____, THE
APPLICANT, HEREBY OPEN THIS IRREVOCABLE, DIVISIBLE, UNCONDITIONAL,
UNRESTRICTED, UNENCUMBERED, TRANSFERABLE LETTER OF CREDIT IN FAVOUR AND
FOR THE CREDIT OF XXXXXXXXX, THE BENEFICIARY, AMOUNTING TO THE TOTAL
VALUE AS US$
21,600,000 (Twenty One Million Six
Hundred Thousand United States Dollars).
THIS
L/C IS AVAILABLE FOR PAYMENT AGAINST THIS L/C TO XXXXXX LTD OR TO THE
BONAFIDE BEARER OR HOLDER THEREOF BY BENEFICIARY’S FIRST WRITTEN DEMAND
AFTER MATURITY DATE, BY KEY TESTED TELEX, OR KEY TEST SWIFT MESSAGE
DRAWN ON BANK OF __ (ISSUING) ___, ___(CITY) __ BRANCH MATURING ON
MONTH/2008. PAYMENT WITHOUT DELAY IN UNITED STATES OF AMERICA DOLLARS.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF, FREE AND CLEAR OF ANY
DEDUCTION, CHARGE, FEE OR WITHHOLDING OF ANY NATURE NOW OR HEREAFTER
IMPOSED, LEVIED,
COLLECTED, WITHHELD, OR ASSESSED BY THE GOVERNMENT OF __
(COUNTRY OF ISSUING BANK) ___ OR ANY SUBDIVISION
OR AUTHORITY THEREOF OR THEREIN.
THIS L/C IS
TRANSFERABLE WITHOUT PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF
ANY TRANSFER FEE OR NOTIFICATION TO US. THIS L/C SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH
THE LAWS OF
(ISSUING BANK COUNTRY).
WE HEREBY ENGAGE WITH
THE DRAWERS, ENDORSERS, AND BONAFIDE HOLDERS OF DRAFTS DRAWN UNDER AND
IN COMPLIANCE WITH THE TERMS OF THIS CREDIT WILL BE DULY HONORED, PAID
IN FULL, AT SIGHT ON PRESENTATION TO US. PAYMENT IS AVAILABLE FROM US OR
AT THE
COUNTERS OF AN AUTHORIZED CORRESPONDENT
ON THE DUE DATE, AND PRIOR TO THE EXPIRY DATE, UPON THE BENEFICIARY OR
TO THE BONAFIDE BEARER OR HOLDER THEREOF’S FIRST WRITTEN DEMAND, BY KEY
TESTED TELEX, OR KEY TEST SWIFT MESSAGE.
THIS
CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES - ISP98,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500.
THIS IS A CALLABLE, OPERATIVE INSTRUMENT. ALL
CHARGES ACCRUE TO THE ACCOUNT OF THE APPLICANT. NO HARD COPIES WILL
FOLLOW.
BY: BY:
AUTHORIZED BANK SIGNATURE AUTHORIZED BANK SIGNATURE
OFFICIAL SEAL OF THE BANK
CONFIRMING BANK (BANK OF _____________)
RE: LETTER OF CREDIT NUMBER________________
WE, BANK OF ___ __, HEREBY ADD OUR CONFIRMATION
TO THIS LETTER OF CREDIT
AND HEREBY ENGAGE WITH THE BENEFICIARY,
THE
LEGAL DRAWERS OR BONA FIDE AND LAWFUL HOLDERS OF THIS LETTER OF CREDIT
THAT PAYMENT DEMAND DRAWN IN COMPLIANCE OF THE TERMS HEREOF SHALL BE
FULLY HONORED AND PAID IN FULL AT SIGHT ON DUE DEMAND.
BANK OF
CONFIRMING BANK
SEAL
------------------------------------------
------------------------------------------ CONFIRMING BANK OFFICIAL
SIGNATURE CONFIRMING BANK OFFICIAL SIGNATURE
***
SLC MUST BE ISSUED AND ADVISED VIA SWIFT ***
If
the Buyer does not issue the Transferable SBLC as per text stipulated in
this AFFIDAVIT and within 10 international banking days from the date of
issue of this AFFIDAVIT, then this AFFIDAVIT becomes null and void and
of no legal or other
value and the Seller takes
legal action against the Buyer claiming damages and other costs due to
non-performance of the Buyer.
Sworn before me
this The Affiant
XX XXXX 2008, at the District
Court of XXXXX, XX
The Registrar XXXXXXX
ARTICLE 14A: BANK
ENDORSEMENT
DATE:
WE,
________________(BANK NAME AND ADDRESS) AND THE UNDERSIGNED
BANK OFFICERS, HEREBY CONFIRM WITH FULL
RESPONSIBILITY THAT
(BUYER´S NAME) ___ ____ IS
KNOW TO US TO BE CAPABLE TO REALIZE A PROJECT FOR THE PURCHASE OF
1,200,000 MT OVER ONE YEAR OF ORDINARY PORTLAND CEMENT GRADE 42,5 N & R
AND TO THE VALUE OF AMOUNT US$ 86,400,000.
WE
BANK________________ CONFIRM THAT WE ACCCEPT THE WORDING OF THE TEXT OF
THE FINANCIAL INSTRUMENTS IN ARTICLE 14.
NAME OF
BANK OFFICER #1: NAME OF BANK OFFICER # 2:
TITLE: TITLE:
SIGNATURE: SIGNATURE:
__
BANK SEAL: BANK SEAL:
SPECIAL TERMS
1. This Agreement shall be deemed as invalid
until signed by both Parties. This
Agreement
will remain enforceable even in the event of a hard copy Agreement being
exchanged. Thereafter any additions, deletions or amendments will not be
valid unless rendered and signed by both Parties.
2. If any party to this Agreement, other than
the bank official representing the Buyer and the Seller, should make
unauthorised contact with the bank of the Seller or the Buyer, such
contact shall be considered interference with the Agreement and shall,
if the option of the Buyer or the Seller, constitute valid reason to
terminate this Agreement. The interfering party will be charged with the
loss of profits in this transaction by the injured party who will be
entitled to file legal proceedings against the interfering party at the
International Chamber
of Commerce at Paris,
France to recover their losses.
3. The Buyer is
aware and commits to provide the Bank Endorsement either issued or
confirmed by a Top prime Bank as per text attached in Article 14A along
with the signed and sealed FCO.
4. it is not
part of the procedures to request any kind of samples or factory visits
since the all relevant documents will be provided with each shipment.
5. The Buyer is aware that the seller does not
provide any past performance
documents since
this is confidential between the parties involved and has no value for
his capacity to deliver the contracted quantity in the future.
6. The contract signed by both parties
electronically is legally binding acc to ICC rules. Hardcopies are not
part of the procedures. If the Buyer requests Hardcopies then he has to
print the hardcopies sign and seal each page and send the copies per
Courier to the Seller for his signature. The seller will then return the
2-3 Hardcopies to the Buyer by Courier.
7. It is understood that only the contract in
English language as issued by the
Seller is
valid.
8. This FCO has to be signed on each page
by the Buyer.
9. The Bank Endorsement and the
Financial Instruments have to be confirmed by the Confirming Bank in
case the Buyers Bank is not a Top 100 Bank.
10.
All bank charges from the Buyer’s bank related to this Agreement is for
the
Buyer’s responsibility.
11. We do not misrepresent ourselves as the
Seller or direct owner of the
Allocations.
12. The final contract price will remain subject
to change until such time as the contract is signed by Buyer and Seller.
BUYER’S BANK NAME:
ADDRESS:
SWIFT:
ACCOUNT NUMBER:
ACCOUNT
NAME:
CONFIRMING BANK DETAILS:
This Soft Offer is valid for 2 (two)
international banking days from the date of issue. After the expiry date
the Soft Offer becomes null and void and of no legal or other value
whatsoever.
Sincerely
Yours
Buyer:
Company and
registration number: Address:
Position of Signatory: Name:
Signature Company Seal
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Contact: E-mail:kovarikj@upcmail.cz
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