SALES AND PURCHASE AGREEMENT DRAFT -CONTRACT
Date of Issue: 01. June.2011.
Contract Number:
SUGAR ICUMSA 45 EU
This Agreement has been made between
AS SELLER:
Company Name:……………………….
Responsible Full Name:………………………
Designation:
Address:…………………………………………………….
Phone:……………………………………………………
E-mail:…………………………………………………..
Country:
Company number
AND
AS BUYER
Company:
Address:
TEL.:
FAX :
TEL.:
MOBILE:
E-MAIL:
Company number
REPRESENTED BY:
TITLE:
ARTICLE 1 – ORIGIN / DESTINATION
1.1 ORIGIN: Icumsa 45 EU
CERTIFICATE OF ORIGIN WILL BE ISSUED BY CHAMBER OF COMMERCE OF
ORIGINATING COUNTRY /beet sugar or white European-certified ICUMSA 45/
ARTICLE 2 – DEFINITIONS
2.1In this contract the following words and terminology, unless otherwise provided, have the following meanings:
Cargo: The full cargo quantity loaded on board the nominated vessel, elsewhere in this contract called also "Berth".
Sugar: ICUMSA 45which specifications as described.
Delivery Date: Date of arrival of vessel at unloading port.
Delivery: Includes "Caused to be delivered", and the term "delivery" shall be construed accordingly.
Quantity Quality: Is the quantity and quality of the product assessed, on bench at the delivery point, after the completion of the downloading operations, on which basis the Seller will compute the invoice for the so delivered berth.
Month: Means a Gregorian calendar month ending and commencing on the last day of the calendar month.
Delivery Point: Is the point agreed by both the Seller and the Buyer where the unloading will take place and will be located in
Bill of Lading: Is the official document, issued after completion of the loaded operations, stating the ship's loaded quantity.
C.I.F. (Cost, Insurance and Freight): price includes the cost of the goods, the freight or transport costs and also the cost of marine insurance, defined by the INCOTERMS: Edition 2000.
Shuttle Vessel: Is the vessel designated by the Seller, hereinafter also referred as feeder, having the
capacity to contain the contracted quantity of Sugarfitted with all the equipments necessary to
perform the delivery.
S.G.S.: Société Générale de Surveillance S.A.is the independent Surveyor Company, Internationally recognized and mutually appointed by the Seller and Buyer.
2.2Interpretation of any other terminology or expression during the execution of this contract shall be in accordance to the meaning used by the customary practice by the INCOTERMS Edition 2000 with its latest amendments. Provisions not specified in this contract shall refer to the INCOTERMS Edition 2000, in force at date, which shall prevail.
ARTICLE 3 – QUANTITY
3.1 The contracted quantity in this agreement is for a total quantity of 240.000MT
( two hundred forty thousand ) = 12 month x 20.000MT
3.2 PACKING: In 50 kg (FIFTY) Net in new polypropylene bags.
3.3 MARKINGS: Manufacture marks. Product labeled in English with net weight, date of manufacture and country of origin.
ARTICLE 4 – QUALITY
4.1The Seller warrants that the quality under this contract shall conform to the standard specifications as reported in the SGS inspection, which will be an integral part of this contract.
ARTICLE 5 - QUANTITY / QUALITY ASSESSMENT AND SAMPLING
5.1Seller inform , at the designated loading seaport, shall be appointed to assess the quality and quantity of thesugarfor client/buyer according to the provisions herein stated. The inspection fee, as per surveyor's invoice, at the load port shall be paid by the Seller.
ARTICLE 6 – DELIVERY
6.1Within fifteen (15) operative consecutive days, from the execution date of this agreement, Seller and Buyer shall agree on a lifting schedule, subjected however to the acceptance and confirmation of the loading terminal.
6.2The Seller hereby warrants that the transport will take place using a single or multiple vessels.
6.3Loading commencement of the contractedsugarshall take place within five (5) days from Seller’s acceptance of the Buyer's financial instrument.
6.4Buyers do not care insurance entity or product
6.5Buyer takes delivery under the terms of CIF Gdynia
ARTICLE 7 - PRICE
The Seller hereby warrants and represents that the price of $ ???? USD per MT with CIF Port Gdynia- Poland (seven hundred twenty per MT) Contract Price is confirmed and will be renegotiated each two months period.
ARTICLE 8 – PAYMENT
8.1 Payment will be made by an Irrevocable, non-Transferable and Divisible RDLC, paid at site within one week of receipt of relevant shipping documents, insurance certificate and SGS certificates, at the buyer’s bank based on the agreed schedule of deliveries by an A rated Buyers Bank
8.2Format of the Irrevocable, non-Transferable and Divisible RDLC shall conform to the UCP 600 latest revision.
8.3 Payment shall be made in United States dollar
8.4Seller and Buyer pays all his bank charges
8.5.1 Full set of 3 original plus 3 Not-Negotiable copies of Ocean Bill of Lading (B/L) made out "Clean on Board” marked "Freight Paid" or "Paid as per Charter Party". The B/L to be signed in original (name of shipper, notify and consignee to be nominated by the buyer)by the ship's Master issued to the order of "bank endorsed", showing destination, identification of the loaded cargo with quantity expressed in metric tons.
8.5.2 Signed commercial invoice, based on the delivered quantity/quality as determined by Articles 4 and 6 of this contract (3 Original + 3 copies).
8.5.3 Original of SGS Q&Q certificates (one original plus 3 copies) as issued at the loading seaport based on the figures obtained on the vessel after loaded completion.
8.5.4 One set (1 original plus 3 copies) of the inspection report as issued by SGS including the following documents countersigned by the involved Parties or their representatives:
8.5.4.1Signed Commercial Invoice 3 original plus 3 copies.
8.5.4.2Original Bill of Lading, plus 3 N/N copies.
8.5.4.3Certificate of Quality-original plus 3 copies.
8.5.4.4Certificate of Quantity-original plus 3 copies.
8.5.4.5Certificate of origin.
8.5.4.6Certificate of Ownership.
8.5.4.7Signed Packing List 3 original plus 3 copies.
8.5.4.8Charter Party Agreement copy
8.5.4.9Lloyd’s register certification copy
ARTICLE 9 – PROCEDURE
9.1Both Seller and Buyer hereby agree that the following operation and banking procedure shall be implemented to achieve the successful performance of this agreement:
9.1.1 Seller and Buyer shall exchange sealed and signed contract. Buyer signs contract and returns contract along with operable Irrevocable, non-Transferableand Divisible RDLC for Seller’s approval. In this respect both Parties agree that the draft contract, exchanged by fax or by any other electronic document transmission (EDT), when signed by the respective empowered officers, is considered legally enforceable, full binding on both Parties and duly executed on the last transmission date. Seller forwards four (4) hard copies of original final contract signed and stamped to Buyer by DHL or similar courier. The buyer signs and returns 2 hard copies of original final contract signed and stamped to seller by DHL or similar courier. Seller reviews RDLC text and after receipt of the 2 hard copies signed in original notifies buyer.
9.1.2 POP documents are forwarded to the Buyer;s Bank after the BCL. BCL is transferred to the Bank Seller after receipt of TRS and conducting the Dip- test by the Buyer.
9.1.3Within one days after the contract is legally signed and with a company seal, Buyer will inform Seller about the destination Port.
9.1.4Ship starts loading and shipment commences between 3 / there / days after opening buyer’s financial instrument.
9.1.5Seller hereby warrants and certifies that the following documents will be couriered by the Seller’s bank to the Buyer’s bank within 5 banking days after the loading completion date: The original bill of lading will be couriered only after full payment for the shipment is received by the seller’s bank.
I.Signed Commercial Invoice 3 original plus 3 copies.
II.Original Bill of Lading, plus 3 N/N copies.
III.Certificate of Quality-original plus 3 copies.
IV.Certificate of Quantity-original plus 3 copies.
V.Certificate of origin plus 3 copies
VI.Certificate of Ownership plus 3 copies.
VII.Signed Packing List 3 original plus 3 copies
VIII.Charter Party Agreement 3 copies
IX.Lloyd register certification copy plus 3 copies confirming that the age of the vessel (s) is not more than (20) twenty years
9.1.6Shipment and delivery commences in good and true order in strict compliance with this Contract.
ARTICLE 10 - TAXES AND DUTIES
10.1 Seller shall be responsible for payment of any taxes, port charges, dues, levies, export duties, imposes, fees and charges on thesugar, in respect of any stage, in strictly compliance of the ICC INCOTERMS rules (Edition 2000 with latest revision and amendments) or any other expense of the loading country will be for Seller’s account unless other agreements specify differently.
ARTICLE 11 - TITLE AND RISK
11.1 Title on the delivered sugarremains with the Seller until the payment of the cargo is made in full.
11.2 Any loss or damage to the sugarduring transport, if caused by the vessel(s), shall be for the account of the Seller who shall bear and pay for all such loss, damage thereof.
11.4 Conversely if the receiving seaport causes any loss or damage to the sugar, during the unloading, related loss, damage thereof shall be for the account of the Buyer.1
ARTICLE 12 - FORCE MAJEURE
12.1 Neither Seller nor Buyer shall be liable for failure to perform, any or all of the provisions set out in this contract, if the performance has been delayed, hindered or prevented by reason of any cause that may be, even though the affected party exercised due diligence.
12.2 Where such failure or delay is caused by force major being any event, occurred by circumstance reasonably beyond the control of that party, including without prejudice to the generality of the foregoing failure or delay caused by or resulting from Acts of God, strikes, fire, floods, wars (whether declared /undeclared), riots, destruction of the materials, delays of carriers due to break down or adverse weather, perils of embargoes, accidents, restrictions imposed on by any Governmental authority (including allocations, requisitions, quotas and price controls).
12.3 The International Chamber of Commerce rules and regulations shall apply (ICC Edition 2000 with thelatest amendments).
12.4 Either Party, in occurrence of a Force Majeure case, shall inform in written the other Party describing the nature and the estimated period of such occurrence.
Should such case of Force Majeure persist for more than thirty (30) days from the notification date, then Seller and Buyer shall, upon mutual decision, suspend or cancel the present agreement ceasing in such way their responsibilities, rights and obligations without any compensation for damages, if any.
12.5 The certificate issued in original by the competent recognized Authority shall be deemed as sufficient proof for the claimed Force Majeure and its duration.
ARTICLE 13 - TRANSPORT CONDITIONS:
13.1 The Seller shall advise the Buyer of the Chartered vessel’s name, registration number, and flag one (1) days prior to the vessel’s completion of loading.
13.2 Upon departure the vessel’s departure from the seaport of loading, the Seller’s shipping agent shall advise the Buyer by way of Telex/Fax/Cable/Email indicating: the Vessel’s sailing date; the name of the nominated vessel and steamship company; reference, telephone numbers of the shipping company or agents; name of ship’s captain; tonnage, length and height of higher portion of vessel; Ocean Bill of Lading Number; Contract Number; the flags of the vessel; net quantity loaded; number of hatches; number of cargo chambers; particulars of the vessel’s readiness to effect cargo operations through all hatches; and Estimated Time of Arrival (hereinafter known as “ETA”) at the discharge seaport.
13.3 All supervision charges at the seaport of discharge are for Buyer’s account.
13.4 The vessel’s master is to advise the Buyer’s agent at the seaport of discharge of the vessel’s name, date of expected arrival, vessel’s capacity, number of cargo chambers, quantity loaded per cargo chamber, and the particulars of the vessel’s readiness to effect cargo operation through hatches and ETA.
13.5 The vessel carrying cargo shall have fast speed. It shall not call at any port for taking additional and / or other cargo but shall proceed from the port of shipment to the seaport of destination directly.
13.6 We undertake to airmail to the Buyer a copy of the relevant Charter Party within two (2) days of shipment so as to ensure its receipt before the arrival of the ships.
13.7 Seller shall provide written alert to Buyer within twenty-four (24) hours after receipt of notice that vessel transporting Commodity has experienced damage, peril, loss, breakdown, or accident. If Seller receives proper notice, Seller’s failure to provide notice shall make same liable for damages and/or losses suffered by Buyer.
13.8 The vessel’s master or the Vessel’s agents shall give twenty (20) and seven (7) day provisional notice; and seventy-two (72), thirty-six (36), and twenty-four (24) hour final notice of vessel’s estimated time of arrival at the seaport of destination to the Buyer’s agent at the seaport of discharge.
13.9 Such notices shall be effected during normal business hours, and whether ship is in depth or not (WIDON), whether in berth or not (WIBON). Vessel is entitled to give notice of readiness (NOR) on arrival at the anchorage/ waiting area for the nominated discharge seaport/berth whether or not the anchorage/ waiting area is in the same seaport district and lay-time to commence as per lay-time clause stated.
13.10 Buyer confirms by his execution of this Contract that Seller shall have free access to the seaport upon vessel’s arrival and submission of NOR. In the event free access is not available at the seaport upon vessel’s arrival and submission of NOR, Buyer bears full responsibility for all expenses incurred by Seller up to and including the cargo’s value.
13.11 Buyer is responsible for the commodities’ discharge and any Saturdays, Sundays and/or holidays are not included. Time to start counting after tendering valid (NOR), which may be written, telexed, or cabled on arrival at the anchorage/waiting area for the nominated discharge seaport/berth whether or not this anchorage/waiting area is in the same seaport district and lay-time to commence as per lay-time clause stated.
13.12The discharge must be not less than one thousand one hundred Metric Tonnes per weather working day of twenty-four (24) consecutive hours on the basis of four (4) operational hatches, four (4) operational hooks, and four (4) gangs. The times from 1700 hours on Friday to 0800 hour on Monday and from 1700 hours on the day preceding to 0800 hours on the day succeeding any Saturdays, Sundays, and/or holiday are excluded, even if used (SSHEX), WIBON, whether in port or not (WIPON), whether in free practicable or not (WIFPON), whether customs cleared or not (WCCON). Vessel hatch opening and closing shall be performed under crew responsibility, control, and account.
13.13 Should the vessel be discharged at a rate less than the average, the Buyer should pay to the Seller demurrage at the rate of the governing Charter Party per metric ton per running day and the pro-rata share for any portion of any such running day. If required under the terms of the Charter Party, Buyer shall place in escrow the necessary deposit required to meet anticipated port specific demurrage charges.
13.14 It is agreed that the demurrage of dispatch be settled by the Buyer within three (3) International banking days from receipt of the vessel’s master invoice. Vessel master shall issue master invoice within six (6) standard business hours.
13.15 Lighter age/Lightening, due to insufficient draft shall all be for the Buyer’s account. All lighter age operations shall be conducted under the Vessel Master’s approval and supervision.
13.16 If Buyer fails to pay demurrage charges for any shipment under this Contract, Seller shall, without incurring default under this Contract, have the right to delay or terminate further shipment(s) until any past due demurrage is paid by unconditional SWIFT wire transfer.
13.17 Should the vessel be required to shift from one berth to another at port of discharge, the expense in shifting shall be for the Buyer’s account. Actual time utilized in moving from the anchorage/waiting area to berth not to count as lay-time unless vessel is already on demurrage. If vessel is unable to proceed to berth when available due to tide, pilot/tug availability, port authority restrictions, and/or other reasons beyond owner’s control, time to count as lay-time until vessel is underway to berth.
13.18 Buyers and their 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 vessel’s arrival at discharge port.
13.19 In the event the Buyer’s/Cargo receivers fail to make such arrangement 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 discharge due to Buyer’s or their cargo receivers’ failure to arrange or complete these formalities the Buyer’s must pay the demurrage and any other associated costs, incurred to the Seller’s/Vessel’s Owner’s before discharging can recommence.
13.20None of the above-mentioned arrangements can not be contrary to the procedures of the bankwhich implements the payment for the transaction.