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SUBJECT: Offer of 65% Grade Iron Ore Fine
1 Commodity: IRON ORE FINE
2 Grade: Fe
65%
3 First Shipment Quantity: 150,000 MT
4 Monthly Quantity: XXXXXX
5 First Shipment: Within 45
Days After Receiving L/C
6 Next Shipments: At Monthly
Intervals
7 Loading Port: Brazilian
Port
8 Discharging Port: XXXXXX
9 Price: FOB USDXX.XX per MT
10 Payment Terms: By 100%
Invoiced , Irrevocable, LC with Recourse 100% payable at
Sellers' Bank on Submission of shipping Documents, 100%
Payable at and unrestricted Negotiation.
11 PG: 1% of
Monthly Shipment Value
12 Validity:
PURCHASE & SALES
CONTRACT
CONTRACT No.
Date Issued :
The
Seller
Company Name:
Address :
Telephone :
Fax :
Legal
Representative:
Passport No.
Person in Charge:
Passport No.
The Buyer
Company Name:
Address :
Telephone :
Fax :
Legal
Representative:
Passport No.
Person in Charge:
Passport
No.:
The seller agrees to sell and the buyer agrees to buy the
under-mentioned goods on the terms and conditions stated
below:
Article 1 :
Definitions:
In this contract,
the following terms shall, unless otherwise defined, have the
following meanings :
A.
U.S. Dollars "US$" and "U.S. cents" means respectively
dollars and cents in lawful money of the United States of
America.
B.
"Metric ton" means a ton of 1,000 kilograms and dry
metric ton means a metric ton determined on a dry basis and
wet metric ton means a metric ton determined on a wet basis.
C.
"dry basis" refers to fines dried at 105 degrees
centigrade.
D.
"DMT" means a dry metric ton
E.
"wet basis" refers to fines in a natural wet state.
F.
"WMT" means a wet metric ton
G.
"suitable vessel" means vessel which is suitable for
entering and leaving (when loaded) the discharging port always
safely afloat and for discharging at buyer's wharf and with
buyer's unloading facilities and shall be an ore carrier,
ore/oil carrier, or ore/bulk/oil carrier of not less than
30,000DMT.
Article
2 : Commodity and Price
1. Name of
Commodity: Iron Ore Fines produced in
_____ from mine area in
Brazil
2. Origin: Brazil
3. Shipment
quantity:
_________ dry metric ton in total for the whole
year from
______ to
_______. about
________ Dry Metric
Ton for each shipment monthly. Plus/minus 10% at seller’s
option.
4. Port of loading:
______ port, Brazil
5. Port of
discharging:
__________Port, __________.
6. Partial shipment
and transshipment are not allowed
7.Shipment Date: first shipment within
40 days after receiving letter of credit from the buyer’s
bank. The next __________ MT
will be delivered every month but
in 40 days after receipt of buyer’s L/C.
8. Specifications:
Fe 65% min and
guaranteed(rejection below ___%)
SiO2 3.5% max
(rejection above 4%)
AL2O3 3.0% max
(rejection above 4%)
Phos 0.07% max
(rejection above 0.1%)
Sulphur 0.05% max
(rejection above 0.07%)
B) Free moisture
loss at 105 degree c:6.00% max
C) physical
composition
Size:
Below 10MM: 90%
min
Above 10mm: 10%
max
9. Basis Price terms: The FOB price of
USD XX.XX / DMT is fixed for the full contract quantity of
_______DMT. The CNF FO price is USD __.00/DMT CNF FO
______Port, Brazil. The CNF price will be reviewed every 3
months.
10.Price adjustment:
a).For Fe content
The base price
shall be adjusted in accordance with Fe content as finally
determined by SGS in the port of loading this would be final
for both seller and buyer .The final price will be determined
on the basis of Fe content. If Fe content is above
65% then
the price shall be increased by US Cents 30 for every 1% on
the basic price for every dry metric ton. If Fe content is
below
65% then above
64%, the price shall be decreased by
U.S. Cents 60 for every 1%. The material will be rejected if
the Fe content is less then 63%.
b): For other
elements (Impurities).
1):
For excess of silica (SiO2) will be at the rate of 10 U.S
Cents per dry metric ton for each 1% in excess of 3%.
rejection above 4%
2):For excess of
alumina (Al2O3) will be at the rate of 10 U.S. cents per dry
metric ton for each 1% in excess of 5%,rejection above 4%
3):For excess of
phosphorus (P) At the rate of 10 U.S. cents per dry metric ton
for each 0.01% in excess of 0.07% rejection above 0.1%
4): For excess of
sulphur (S) At the rate of 10 U.S. cents per dry metric ton
for each 0.01% in excess of 0.05% Rejection above 0.07%
c) Physical
specification
If
the shipment does not meet the physical specifications
provided above the price shall be adjusted in the following
rate .
i) In the event that
the quantity of iron ore fines which retains on 10mm screen
exceeds 10% of the guaranteed specifications of the outturn
quantity on wet basis, a penalty at the rate of 50 U.S. cents
per wet metric ton shall be applied to the quantity exceeding
10%.
d) Moisture: the dry
weight should be calculated by deducting free moisture loss at
105 degrees Centigrade from wet weight. In the event that the
free moisture loss at 105 degrees Centigrade exceeds the
guaranteed maximum of 8% as set forth in Article 2
hereinabove, Seller shall pay to Buyer the full actual freight
for the corresponding quantity of the excess moisture over the
guaranteed maximum calculated on the basis of the final wet
weight, as set forth in Paragraph (B) of Article 7.
Article
3 : Payment
After sign the contract, the seller
should issue the 2% non operative Performance Guarantee
Bond(PGB, value is __USD/MT
x ____
MT x 2%=USD_____)
from the first class bank within Five banking days. Buyer
shall open an
Irrevocable, Non-Transferable,
Undivisible Letter of Credit payable at sight for
_______+/-10%DMT in US$
for payment (hereinafter referred to as “L/C”) in favor of
SELLER within 5 working days after receiving 2% non operative
Performance Guarantee Bond
from seller’s bank.
The value of L/C shall be established for 100% of CFR cargo
value= USD ____/dmt x _____dmt= USD _______..
(i)
Signed commercial invoice in three (3)
original and three (3) copies for
100% of total value indicating value of goods shipped, name of
carrying vessel, contract number, number of letter of credit.
(ii) 3/3 full set of clean on board “freight prepaid”
charter party ocean bill of lading made out to order and blank
endorsed notifying the party as instructed in the buyer’s L/C.
(iii)
Certificate of Quality of contracted goods in
triplicate issued by SGS in
Brazil.
(iv)
Certificate of Weight of contracted goods in triplicate
issued by SGS in Brazil.
(v)
Certificate of Origin to be issued by Shipper.
(vi) Beneficiary’s Shipment Advice dispatched to buyer by
fax within 3 working days after completion of the final
loading.
(vii)
The certification to confirm the Long Form B/L which be
issued by the International Maritime Bureau(IMB) London UK
Article 5
: The seller’s bank information
Bank Name :
Address :
Tel :
Fax :
Account Name:
Account No. :
SWIFT:
Article 6 : The buyer’s bank information
Bank Name :
Address :
Tel :
Fax :
Account Name:
Account No. :
SWIFT:
Article 7 : Shipment
Iron
Ore Fines under this contract shall be shipped from XXX port,
xxx. The term of sale is
CFR FO
_______
port,
Brazil
in accordance with the shipment schedule as mentioned in
Article 2.
Seller should give
buyer pre-arrival port notice at least two times before vessel
arrival so that buyer arrange necessary discharging.
Seller or seller’s
agent should cable or telex or fax to Buyer the following
items with 3 working days after finishing loading: contract
number, commodity name, commodity value, gross weight, name of
carrying vessel, loading date and invoice date.
Article 8 : Weighing
A) WEIGHING
AT LOADING PORT:
At the loading port,
the Seller at Seller’s expenses shall determine the weight of
shipment of ore by draft survey. The weight of ore as
ascertained and certified together with SGS’s analysis shall
be basis of seller’s invoice. Buyer's representative(s) may,
at the expense of Buyer, be present at the time of weighing at
the loading port. The result of this analysis will be final
and binding for both Buyer and Seller.
Article 9 : Sampling & Analysis
A) ANALYSIS
AT LOADING PORT:
At the time of
loading of this shipment, SGS in loading port shall take
representative samples in accordance with the prevailing
standards. The Buyer or buyer’s representative, approved by
the Seller, shall have the right to be present at such
sampling at Buyer’s expense.
SGS shall analyze
for Iron (Fe) content and other chemical composition on dry
basis, free moisture loss at 105 degrees centigrade and
physical composition on wet basis, as set forth in Clause 4 in
accordance with the prevailing Standards and shall issue a
certificate of such analysis.
The cost of such
sampling and analysis shall be to seller’s account. The
analysis thus determined shall be the basis for the invoice.
Seller shall advise Buyer by fax within 5 (five) working days
after sailing of the vessel from the loading port, of the
contents of such analysis certificate and the amount of the
invoice. This analysis will be final and binding for Buyer and
Seller.
Article 10:
Insurance
The buyer will
insure the goods in his cost for the same purpose the seller
shall advice the buyer by fax of email within 3 working days
after completion of loading. The contract number, Bill of
lading No., commodity, 100% invoice value, dry weight and wet
weight, name of vessel, sailing date from the port of loading
and ETA at the discharging port.
Article 11: Force Majeure
Either the seller or
the buyer shall be relieved of and excused from its obligation
to perform hereunder during any period that their or its
performance is prevented or delayed by act of God, war,
terrorist activities, blockade, revolution, riot,
insurrection, civil commotion, strike, lockout, fire, flood,
storm, tempest or other inclement weather condition,
government restriction, regulation. In the event that a force
Majeure condition occurs or is anticipated, the party directly
affected shall advise the other party by cable or telex as
soon as possible, and shall then submit a certificate issued
by government authority or chamber of commence or excerpts of
publication appearing in print media as an evidence of force
majeure condition if force majeure lasts over one month,
either party shall have the right to claim eventual damages.
Article
12:Arbitration
All disputes in
connection with this contract or the execution thereof shall
be settled by friendly negotiation. If no settlement is
reached, the case in dispute shall then be submitted for
arbitration to in accordance with the regulations of ICC and
venue shall be any neutral country. The award of the arbitral
tribunal shall be accepted as final and binding upon both
parties. The fee for arbitration shall be borne by the losing
party unless otherwise awarded by the arbitral tribunal. The
languange of Arbitration shall be English.
Article 13:Risk and
Title
Risks with respect
to the shipment shall be passed from seller to buyer at the
time of discharge of iron ore fines from the loading devices
into the vessel. The title for the cargo shall pass to the
buyer on buyer's receipt of bill of lading covering the
shipment duly endorsed by the seller. However, in the
unfortunate eventuality of non-receipt of payment, the title
of the cargo will revert back to the seller. The shipment
shall be deemed as delivered when iron ore fines have been
discharged at Brazil
port.
Article 14:Loss of cargo
In the event of any
partial or total loss of the cargo after the same has been
loaded aboard vessel buyer shall pay to seller an amount equal
to the value of iron ore fines calculated on the basis of the
analysis at the loading port.
Article 15 :
ADDITIONAL CONDITIONS
1)
Suitable Vessel age not exceeding 20 years old,
geared or gearless vessel.
2) LICENCES
The seller must
obtain at his own risk and expense any export license or other
official authorization, notwithstanding that the same arises
from a change in legislation after this Contract has been
entered into.
3):
The unloading rate shall be
........... MT / day.
4):
The Long Form B/L (Bill of
Lading) must be confirmed by the International Maritime
Bureau(IMB), London, UK. Only after the International Maritime
Bureau(IMB) certify they are real, and directly notice the
buyer's bank, can the seller clear the LC. The certification
will be issued by the International Maritime Bureau(IMB) is
one of the Documents for Payment. The buyer will pay the fee
for B/L confirmation.
Article 16
:CONFIDENTIALITY AND NON-CIRCUMVENTION
The Buyer and the
Seller and all Parties involved in the Contract shall respect
the confidentiality of this Contract and agree to maintain in
strict confidence.
The Buyer and the
Seller hereby accept to the provisions of ICC
Non-Circumvention and Non-Disclosure Agreement with regard to
all Parties involved in this transaction, or subsequent
transaction, add on transactions renewal, third party
assignments with reciprocation for 3 (three) years from the
date of signing of this Contract.
Article 17:
ENTIRETY OF CONTRACT:
This contract constitutes the entire agreement between the
parties and the terms and conditions set forth herein
constitute the sole terms and conditions. No other terms or
conditions, whether contained in Buyer's purchase order,
shipping release, or elsewhere, shall be binding upon Seller.
All proposals, negotiations and representations if any, made
prior to the date hereof are merged herein and no modification
or assignment shall be effective unless agreed to in writing.
Article 18:
CONTRACT SIGNATURE
The parties agree to sign the contract by fax, the original
copies will be sent to the other parties by express mail or
courier after signed and notarized by all the parties. The
faxed copies have same effect as the original copies. Any
amendment made to this contract shall be made by fax.
For and on behalf of
For and on behalf of
THE SELLER :
THE BUYER :
Signature/Seal
Signature/Seal
Signatory :
Signatory :
Title :
Title :
Encl: L/C and PB text
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