Draft Contract of sales and purchase iron ore

IRREVOCABLE SALES & PURCHASE CONTRACT

THIS CONTRACT IS MADE BY AND BETWEEN THE BUYER AND THE SELLER, WHEREBY THE BUYER AGREES TO BUY AND THE SELLER AGREES TO SELL THE UNDER MENTIONED GOODS, ON THE TERMS AND CONDITIONS STATED BELOW:

SELLER

NAME OF THE COMPANY: .,

ADDRESS

TEL : +9714

FAX : +9714

EMAIL :

REPRESENTED BY : MR.

Facilitator : c.suresh

Tel

Email

BUYER

COMPANY NAME :

ADDRESS :

TEL / FAX NOS :

EMAIL :

REPRESENTED BY :

DEFINITION

IN THIS CONTRACT THE FOLLOWING TERMS SHALL, UNLESS OTHERWISE DEFINED, HAVE THE FOLLOWING MEANINGS:

A. ORE MEANS IRON ORE FINES PRODUCED FROM MINES IN IRAN

B. U.S. CURREN MEANS THE CURRENCY OF THE UNITED STATES OF AMERICA

C. WET BASIS MEANS ORE IN ITS NATURAL WET STATE

D. DRY BASIS MEANS ORE DRIED AT 105 DEGREES CENTIGRADE

E. WMT OR WET METRIC TON MEANS A METRIC TON OF ORE ON WET BASIS

F. DMT OR DRY METRIC TON MEANS A METRIC TON OF ORE ON DRY BASIS

G. TERM MEANS SEAWORTHY TRIM

H. DELIVERY QUANTITY MEANS THE FINAL DRY WEIGHT

I. LOADING PORT MEANS ANY PORT IN IRAN

CLAUSE 1. COMMODITY : IRON ORE FINES 59.0%

CLAUSE 2: COUNTRY OF ORIGIN : IRAN

CLAUSE 3. PORT OF LOADING : BAHAR GHO SEAPORT IN IRAN, AT SELLER’S OPTION

CLAUSE 4. PORT OF DISCHARGE : MAIN PORT, CHINA

CLAUSE 5. CONTRACTED QUANTITY : 100,000DMT (+/-10%, PLUS/MINUS TEN PERCENT)

By two shipment with 50,000mt each

CLAUSE 6. SHIPMENT : 15 DAYS FROM THE DATE OF RECEIPT OF L/C

CLAUSE 7. SPECIFICATION

CHEMICAL (ON DRY BASIS)

GUARANTEED

FE 59.0% BASIS (REJECTION LESS THAN 58.0%)

SIO2 6.75% MAX.(=/-)1

AL2O3 3.50% MAX.

S 0.05% MAX.(+/-)0.01

P 0.350% MAX.(+/-)0.025

PHYSICAL (ON NATURAL BASIS)

SIZE: 6 – 32 MM

MINUS: 150 MICRONS 35.00% MAX

ALSO REJECTION OF:

FREE MOISTURE LOSS AT 105 DEGREE CENTIGRADE: 6.00% MAX

CLAUSE 8. PRICE

UNIT PRICE SHALL BE USD DMT CNF MAIN PORT, CHINA, BASED ON 59% FE FRACTION PRO RATA.

CLAUSE 9. PRICE ADJUSTMENT – BONUS & PENALTY

THE PRICES OF IRON ORE SHALL BE ADJUSTED BY THE FOLLOWING BONUSES AND PENALTIES:

A.) FOR FE CONTENT:

IN RESPECT OF THE SHIPMENT OF IRON ORE WHICH DOES NOT MEET THE FE SPECIFICATION SET FORTH IN CLAUSE 7 THE BASE PRICE REFERRED TO IN CLAUSE 8 SHALL BE INCREASED BY US $3.00 PER DRY METRIC TON FOR EACH 1% FE ABOVE OR DECREASED BY US $6.00PER DRY METRIC TON FOR EACH 1% FE ABOVE OR BELOW 59% FE FRACTION PRO-RATA. REJECTION FOR FE CONTENT BELOW 58.0%

B.) FOR OTHER ELEMENTS:

IN RESPECT OF THE SHIPMENT OF IRON ORE WHICH DOES NOT MEET THE SPECIFICATIONS OF OTHER ELEMENTS SET FORTH IN CLAUSE 7 THE BASE PRICE REFERRED TO IN CLAUSE 8 SHALL BE DECREASED AS FOLLOWS FRACTION PRO-RATA:

SIO2: US 50 CENTS PER DRY METRIC TON FOR EACH 1.00% IN EXCESS OF 6.75%.

AL2O3 : US 50 CENTS PER DRY METRIC TON FOR EACH 1.00% IN EXCESS OF 3.5%.

S: US 50 CENTS PER DRY METRIC TON FOR EACH 0.01% IN EXCESS OF 0.05%

P: US 50 CENTS PER DRY METRIC TON FOR EACH 0.01% IN EXCESS OF 0.35%.

C.) FOR SIZE:

IN THE EVENT THAT THE OVERSIZE QUANTITY EXCEEDS THE RESPECTIVE GUARANTEED MAXIMUM AS SET FORTH IN CLAUSE 7, SELLER SHALL PAY THE PENALTY AT US$ 0.50 PER WET METRIC TON FRACTION PRO-RATA FOR THE QUANTITIES OF FINES ABOVE 10MM IN EXCESS OF 10%. IN THE EVENT THAT THE UNDERSIZE QUANTITY EXCEEDS THE RESPECTIVE GUARANTEED MAXIMUM AS SET FORTH IN CLAUSE 7, SELLER SHALL PAY THE PENALTY AT US$ 0.50 PER WET METRIC TON FRACTION PRO-RATA FOR THE QUANTITIES OF FINES BELOW 150 MICRON IN EXCESS OF 35%.

D.) MOISTURE:

THE MOISTURE CONTENT SHALL BE DETERMINED BY OBTAINING THE MOISTURE LOSS AT 105 DEGREES CENTIGRADE. IF THE MOISTURE LOSS EXCEEDS 6% SELLER SHALL ADJUST THE FINAL WEIGHT OBTAINED FROM THE DRAFT SURVEY BY THE EXCESS MOISTURE CONTENT TO ARRIVE AT THE ACTUAL NET WEIGHT OF THE ORE. THE PROVISIONAL INVOICE WOULD BE MADE BASED ON THE WEIGHT CERTIFICATE ISSUED BY SGS AT THE LOADING PORT.

CLAUSE 10. CHARTERING OF VESSEL AND DISCHARGING TERMS

A: PERFORMING, VESSEL, WHICH SHALL BE ARRANGED BY THE SELLER, WILL BE A SINGLE DECK BULK CARRIER WITH AT LEAST FOUR HATCHES WITH CRANES OF AT LEAST 25 MTS SWL EACH.

B: IF THE PERFORMING VESSEL DOES OR DOES NOT MEET THE REQUIREMENT ABOVE MENTIONED IN CLAUSE A ABOVE, THE SELLER SHALL INFORM THE BUYER ABOUT THE VESSEL’S PARTICULARS ALONG WITH CHARTER PARTY AGREEMENT, FOR THE BUYER’S ACCEPTANCE WITHIN ONE WORKING DAY. IN CASE OF NO REPLY IS RECEIVED WITHIN TWO WORKING DAYS, THE VESSEL IS DEEMED TO BE ACCEPTED BY THE BUYER. BUYER SHALL PROVIDE DISCHARGING PORT NAME TOGETHER WITH

VESSEL ACCEPTANCE NOTICE.

C: CARGO SHALL BE DISCHARGED AT BUYER’S EXPENSE.

D: THE SELLER OR THE VESSEL OR VESSEL’S AGENT SHALL SEND TO THE BUYER 5, 3, 2 AND 1 DAYS NOTICES OF VESSEL’S ESTIMATED ARRIVAL AT DISCHARGE PORT.

E: THE BUYER SHALL APPOINT AGENTS AT THE DISCHARGING PORT AND AT THE VESSEL OWNERS’ EXPENSE.

F: DISCHARGING RATE 8,000MT PER WEATHER WORKING DAYS SHINC WITH 24 HOURS TURN TIME. DEMURRAGE/DESPATCH: USD 15,000/7,500 PER DAY/DHD PRORATE. DEMURRAGE OR OTHER EXPENSES AT DISCHARGING PORT WILL BE ON BUYER’S ACCOUNT.

G: THE BUYERR TO BE SOLELY RESPONSIBLE FOR ANY CAUSE BY THE DOCUMENTS DELAY TO BUYER’S BANK.

F. CERTIFICATE CERTIFYING THE AGE OF CARRY VESSEL IS NOT EXCEEDING 20YEARS.

CLAUSE 11. ADVICE ON SHIPMENT

SELLER SHALL UPON COMPLETION OF LOADING, ADVISE BUYER SHIPMENT DETAILS, WITHIN 3 (THREE) WORKING DAYS, BY FAX MENTIONING THE CONTRACT NUMBER, NAME OF VESSEL, NAME OF THE COMMODITY, APPROXIMATE INVOICE VALUE, GROSS WEIGHT AND B/L DATE.

CLAUSE 12. INSURANCE

INSURANCE IS TO BE COVERED BY BUYER FROM THE TIME IRON ORE IS LOADED ON BOARD THE VESSEL. FOR THIS PURPOSE, SELLER SHALL ADVISE BUYER THE NAME AND THE PARTICULARS OF THE VESSEL AND THE LAY-CAN BEFORE THE SHIPMENT. SELLER SHALL ALSO ADVISE BUYER BY TELEX/FAX/EMAIL AFTER COMPLETION OF THE LOADING OF THE PARTICULARS AS CALLED FOR IN CLAUSE 11 OF THIS CONTRACT.

CLAUSE 13. PAYMENT TERMS

BUYER SHALL ESTABLISH AN IRREVOCABLE LETTER OF CREDIT, THROUGH ANY PRIME/IST CLASS INTERNATIONAL BANK IN US DOLLARS IN FAVOUR OF THE SELLERS, SUFFICIENT TO COVER 100% VALUE AMOUNTING TO USD …… OF THE CONTRACT WITHIN 7 WORKING DAYS.

A) PROVISIONAL PAYMENT

THE SAID LC SHALL BE NEGOTIABLE AT THE COUNTER OF STANDARD CHARTER BANK AGAINST SELLER’S SIGHT DRAFT FOR THE AMOUNT OF 98% (NINETY EIGHT PERCENT) OF THE VALUE OF THIS SHIPMENT ACCOMPANIED BY THE DOCUMENTS AS STIPULATED IN CLAUSE 13. THE WEIGHT CERTIFICATE ISSUED BY SGS BY SURVEY OF SHIP’S DRAFT TOGETHER WITH THE CERTIFICATE OF ANALYSIS OF SAMPLE AND OF THE PERCENTAGE OF THE FREE MOISTURE LOSS AT 105 DEGREES CENTIGRADE ISSUED BY SGS SHALL BE BASIS FOR SELLER’S PROVISIONAL INVOICE.

B) FINAL PAYMENT

THE BALANCE DUE TO THE SELLER AFTER PROVISIONAL PAYMENT SHALL BE MADE BY LC AGAINST SELLER’S FINAL INVOICE IN SIX DUPLICATES DELIVERED THROUGH THE BANK. THIS INVOICE IS TO BE BASED ON CIQ’S CERTIFICATE AS PROVIDED IN CLAUSE 13 ISSUED WITHIN 45 DAYS AFTER COMPLETION OF DISCHARGE IN CHINA. IN CASE ANALYSIS IS NOT CARRIED OUT AT THE DISCHARGE PORT WITHIN 60 DAYS AFTER COMPLETION OF DISCHARGE IN CHINA, THE LOAD PORT RESULT SHALL FORM THE BASIS FOR FINAL INVOICE.

THE WEIGHT CERTIFICATE ISSUED BY SGS, BASED ON DRAFT SURVEY, TOGETHER WITH THE CERTIFICATE OF ANALYSIS OF SAMPLE AND OF THE PERCENTAGE OF THE FREE MOISTURE LOSS AT 105º C ISSUED BY SGS, SHALL BE BASIS FOR SELLER’S PROVISIONAL INVOICE.

DOCUMENTS

SELLER SHALL PROVIDE BUYER THROUGH NEGOTIATING AND OPENING BANKS THE FOLLOWING DOCUMENTS: FOR FIRST DRAWING OF 98% PAYMENT:

COMPLETE SET OF “CLEAN ON BOARD” SHIPPED CHARTER PARTY BILL OF LADING MADE OUT TO ORDER, BANK ENDORSED MARKED ”FREIGHT PREPAID.

THIRD PARTY DOCUMENTS ACCEPTABLE EXCEPT INVOICE AND DRAFT.

INVOICE IN 2(TWO) ORIGINALS AND 3 (THREE) COPIES INDICATION THE CONTRACT NUMBER, L/C NUMBER, NAME OF CARRYING VESSEL.

CERTIFICATE OF QUALITY AND CERTIFICATE OF WEIGHT OF CONTRACTED GOODS IN 1 (ONE) ORIGINAL AND 3 (THREE) COPIES EACH ISSUED BY SGS SHOWING ACTUAL RESULT OF THE TEST OF CHEMICAL COMPOSITION AND ALL OTHER TESTS CALLED FOR IN THIS CONTRACT.

CERTIFICATE OF ORIGIN ISSUED BY ANY INDIAN CHAMBER OF COMMERCE AND DETAILING LOADED QUANTITY, COMMODITY, CARRYING VESSEL, SHIPPER NAME AND ADDRESS.

SHIPPING ADVISE WITHIN 3 WORKING DAYS AFTER SHIPMENT

Beneficiary’s certificate certifying that they sent to Buyer by fax/email one set of n/n documents including B/L, provisional invoice, certificate of quality, certificate of weight, and certificate of origin within 7 (Seven) working days after B/L date.

FOR FINAL DRAWING OF BALANCE 2% PAYMENT:

FINAL INVOICE IN ONE ORIGINAL AND TWO COPIES BASED ON THE CERTIFICATE OF QUALITY AND CERTIFICATE OF WEIGHT ISSUED BY CIQ AT DISCHARGE PORT. Invoice to indicate value of goods shipped, name of carrying vessel, contract number, number of letter of credit and BL number.

CERTIFICATE OF QUALITY IN ONE ORIGINAL AND TWO COPIES ISSUED BY CIQ CHINA AT THE DISCHARGING PORT.

CERTIFICATE OF WEIGHT IN ONE ORIGINAL AND TWO COPIES ISSUED BY CIQ CHINA AT THE DISCHARGING PORT.

IN CASE BUYER FAILS TO SUBMIT THE CIQ REPORT WITHIN 60 DAYS OF DISCHARGE OF CARGO THE SGS CERTIFICATE ISSUED AT LOAD PORT SHALL BE CONSIDERED AS FINAL DOC FOR THIS REMAINING 2% AS WELL

ADDITIONAL CONDITIONS IN LC:

A. DOCUMENTS ISSUED BY THIRD PARTIES EXCEPT DRAFT AND INVOICE ARE ACCEPTABLE.

B. ALL DOCUMENTS MUST BE ISSUED IN ENGLISH LANGUAGE.

C. L/C SHALL ALLOW FOR 10% MORE OR LESS IN AMMOUNT AND QUANTITY.

D. THE L/C SHALL ALLOW 21 DAYS FOR NEGOTIATION OF DOCUMENTS AFTER SHIPMENT AT SELLER’S BANK COUNTER.

E. CHARTER PARTY BILL OF LADING ACCEPTABLE.

G. TRANS-SHIPMENT NOT ALLOWED.

SETTLEMENT OF OVERPAYMENT/UNDERPAYMENT:

ANY AMOUNT OF OVERPAYMENT OR UNDERPAYMENT AFTER ALL ADJUSTMENTS HAVE BEEN MADE ON THE BASIS OF THE FINAL CERTIFICATE OF WEIGHT AND ANALYSIS SHALL BE PAID BY SELLER TO BUYER, OR BUYER TO SELLER, AS THE CASE MAY BE, AS SOON AS POSSIBLE BUT NOT LATER THAN 30 DAYS AFTER RECEIPT OF DOCUMENTS. TELEGRAPHIC TRANSFER IN U.S. CURRENCY SHALL MAKE PAYMENT/SETTLEMENT UNDER THIS CLAUSE.

PERFORMANCE BOND:

WITHIN 3 WORKING DAYS AFTER SIGNING THE CONTRACT, SELLER ISSUES NON-OPERATIVE PBG FOR VALUE 2% OF THE SHIPMENT AMOUNT, IN FAVOR OF BENEFICIARY POINTED BY THE BUYER WITHIN FIVE (5) BANKING DAYS VIA SWIFT TO THE BUYER’S BANK, WHICH SHALL BE ACTIVATED FULLY AND AUTOMATICALLY, BY OPERATIVE L/C OF BUYER. THIS PBG SHALL BE CONFIRMED, IRREVOCABLE, AND SHALL BE ISSUED FULLY OPERATIVE TO BUYER’S BANK VIA SWIFT.

CLAUSE 14. WEIGHING

WEIGHING AT LOADING PORT.

AT THE LOAD PORT, THE SELLER AT SELLER’S EXPENSE WILL ENGAGE A QUALIFIED SURVEYOR SGS TO DETERMINE THE WEIGHT OF THE SHIPMENT OF ORE BY DRAFT SURVEY. THE WEIGHT OF ORE AS ASCERTAINED AND CERTIFIED SHALL BE THE BASIS OF SELLER’S PROVISIONAL INVOICE. BUYER’S REPRESENTATIVE (S) MAY, AT THE EXPENSE OF BUYER, BE PRESENT AT THE TIME OF

WEIGHING AT THE LOADING PORT. THE SAMPLES TAKEN BY SGS SHALL BE DIVIDED INTO THREE (3) EQUAL PARTS AND SEALED, ONE FOR BUYER, ONE FOR SELLER, AND THE THIRD TO BE RETAINED BY SGS. AND THE BUYER HAS THE RIGHT TO ASK FOR A COPY OF CERTIFICATE FROM SGS DIRECTLY.

WEIGHING AT DISCHARGING PORT:

AT THE DISCHARGE PORT, THE BUYER WILL, AT BUYER’S EXPENSE, APPLY TO CIQ TO DETERMINE THE WEIGHT OF THE SHIPMENT OF ORE BY DRAFT SURVEY. THE WEIGHT THUS DETERMINED BY CIQ SHALL BE CONSIDERED TO BE THE WET WEIGHT. SELLER’S REPRESENTATIVE (S) MAY, AT THE EXPENSE OF THE SELLER, BE PRESENT AT THE TIME OF WEIGHING AT THE DISCHARGING PORT. THE CERTIFICATE DETERMINE BY THE CIQ WILL BE REGISTERED AS FINAL.

IN THE EVENT THAT IT IS IMPOSSIBLE OR EXTREMELY DIFFICULT TO CONDUCT THE VESSEL’S DRAFT SURVEY AT THE LOAD AND/OR DISCHARGE PORT, SELLER AND BUYER SHALL DECIDE AN ALTERNATIVE METHOD OF WEIGHING THROUGH MUTUAL AGREEMENT. IF NO DRAFT SURVEY IS PERFORMED AT THE DISCHARGING PORT, THE WEIGHT CERTIFICATE AT LOADING PORT WILL BE REGISTERED AS FINAL.

IF THERE IS A DIFFERENCE OF DRY WEIGHT OVER 0.5% BETWEEN THE WEIGHT DETERMINED AT THE LOAD PORT AND THE DISCHARGE PORT, THE MEAN OF THE WEIGHT DETERMINED AT THE PORT OF LOADING AND AT THE DISCHARGE PORT SHALL BE ADOPTED AS THE FINAL DRY WEIGHT OR DISUSS BETWEEN BUYER AND SELLER OR APPLY ARBITRATE.

IF NO DRAFT SURVEY IS PERFORMED AT THE DISCHARGE PORT OR THE CIQ REPORT IS NOT RECEIVED BY SELLER WITHIN FORTY-FIVE (45) DAYS AFTER COMPLETION OF DISCHARGE, SELLER’S WEIGHT CERTIFICATE AT LOADING PORT WILL BE REGARDED AS FINAL.

CLAUSE 15. SAMPLING AND ANALYSIS:

I) ANALYSIS AT LOADING PORT:

AT THE LOAD PORT, THE SELLER SHALL AT ITS EXPENSE, APPOINT SGS TO TAKE REPRESENTATIVE SAMPLES AND DETERMINE THE SPECIFICATIONS OF ORE CONTENTS IN EACH SHIPMENT 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 14 AND SHALL PROVIDE A CERTIFICATE SHOWING DETAILS OF THE DETERMINATION. THE BUYER HAS THE RIGHT TO HAVE THE COPY OF THE CERTIFICATES FROM THE SGS.

B) THE BUYER OR BUYER’S REPRESENTATIVE SHALL HAVE RIGHT TO BE PRESENT AT SUCH SAMPLING AT BUYER’S EXPENSE.

II) ANALYSIS AT PORT OF DISCHARGE

A) AT THE PORT OF DISCHARGE, CIQ SHALL TAKE REPRESENTATIVE SAMPLES IN ACCORDANCE WITH THE PREVAILING INTERNATIONAL STANDARDS. THE SAMPLES SO TAKEN FOR CHEMICAL ANALYSIS SHALL BE DIVIDED INTO THREE (3) EQUAL PARTS AND SEALED, ONE FOR BUYER, ONE FOR SELLER, AND THE THIRD TO BE RETAINED FOR AN UMPIRE. CIQ SHALL ANALYSIS ONE OF PORTION FOR PHYSICAL COMPOSITION AND FREE MOISTURE LOSS AT 105 DEGREES CELSIUS ON WET BASIS, AND CHEMICAL COMPOSITION ON DRY BASIS AS SET FORTH IN CLAUSE 4 AND SHALL ISSUE A CERTIFICATE OF SUCH ANALYSIS. SUCH CERTIFICATES (1 ORIGINAL AND THREE COPIES) SHALL BE SENT BY FAST COURIER SERVICE TO SELLER WITH FORTY-FIVE (45) DAYS AFTER COMPLETION OF DISCHARGE OF SHIPMENT AT DISCHARGING PORT.

B) SELLER OR SELLER’S REPRESENTATIVE SHALL HAVE THE RIGHT TO BE PRESENT AT SUCH SAMPLING AT SELLER’S EXPENSE.

AFTER COMPLETION BY CIQ OF ANALYSIS FOR CHEMICAL AND PHYSICAL COMPOSITION AND FREE MOISTURE CONTENT, THE ANALYSIS THUS DETERMINED SHALL BE FINAL AND CONSTITUTE THE ANALYSIS FOR THE FINAL SETTLEMENT OF THE SHIPMENT

D) IN CASE OF ANY DIFFERENCE IN PERCENTAGE OF FE CONTENT BETWEEN CIQ’S ANALYSIS AND THE SAID LOAD PORT ANALYSIS IS MORE THAN 0.5% OR IF THERE EXISTS A SIGNIFICANT DIFFERENCE BETWEEN THE TWO SAID ANALYSES IN RESPECT OF ANY ONE OR MORE CHEMICAL CONTENTS OTHER THAN FE, SELLER SHALL CONSULT WITH BUYER TO RECONCILE SUCH DIFFERENCE.

IF THE BUYER AND THE SELLER HAVE NOT REACHAND AGREEMENT FOR THE RESULT， THE EXPENSE OF SUCH UMPIRE ANALYSIS SHALL BE BORNE BY THE PARTY WHOSE INITIAL ANALYSIS SHOWS A GREATER DIFFERENCE FROM THE UMPIRE ANALYSIS. IF THE UMPIRE ANALYSIS IS THE EXACT MEAN OF THE ANALYSIS OF SELLER AND THE ANALYSIS OF CIQ, THE EXPENSES SHALL BE BORNE EQUALLY BY BOTH PARTIES.

LOADING/DISCHARGING CONDITIONS

The Dispatch/Demurrage at loading port shall be payable by The Shipper.

Discharge terms: CQD

LOSS OF CARGO

In case of partial or total loss of cargo after ending of loading operations and before unloading, the Buyer undertakes to pay the Seller for such shipment at the price agreed upon in clause "Unit price" of this contract based on the weight and the analysis performed at loading port.

CLAUSE 16. FORCE MAJEURE

IF AT ANY TIME DURING THE EXISTENCE OF THIS CONTRACT EITHER PARTY IS UNABLE TO PERFORM WHOLE OR IN PART ANY OBLIGATION UNDER THIS CONTRACT, BECAUSE OF WAR, HOSTILITY, MILITARY OPERATION OF ANY CHARACTER, CIVIL COMMOTIONS, BLOCKADES, REVOLUTIONS, INSURRECTIONS, SABOTAGE, QUARANTINE RESTRICTION, ACTS OF GOVERNMENT, FIRE, FLOODS, EXPLOSIONS, EPIDEMICS, LOCKOUTS, RIOTS, STRIKES OR OTHER LABOR TROUBLE, EMBARGOES, THEN THE DATE OF FULFILLMENT OF ANY OBLIGATION SHALL BE POSTPONED DURING THE TIME WHEN SUCH CIRCUMSTANCES ARE OPERATIVE. IF OPERATION OF SUCH CIRCUMSTANCES EXCEEDS ONE MONTH, EITHER PARTY WILL HAVE THE RIGHT TO REFUSE FURTHER PERFORMANCE OF THE CONTRACT IN WHICH CASE NEITHER PARTY SHALL HAVE THE RIGHT TO CLAIM EVENTUAL DAMAGES. THE PARTY WHO IS UNABLE TO FULFILL ITS OBLIGATIONS UNDER THIS CONTRACT, MUST, WITHIN 15 DAYS OF OCCURRENCE OF ANY OF THE CAUSES MENTIONED IN THIS CLAUSE SHALL INFORM THE OTHER PARTY OF THE EXISTENCE OF THE CIRCUMSTANCES PREVENTING THE PERFORMANCE OF THE CONTRACT. CERTIFICATE ISSUED BY A CHAMBER OF COMMERCE OR ANY OTHER COMPETENT AUTHORITY CONNECTED WITH THE CAUSE IN THE COUNTRY OF THE SELLER OR THE BUYER SHALL BE SUFFICIENT PROOF OF THE EXISTENCE OF THE ABOVE CIRCUMSTANCES AND THEIR DURATION.

CLAUSE 17. ARBITRATION

ALL DISPUTES IN CONNECTION WITH THIS CONTRACT AND THE EXECUTION THEREOF SHALL BE SETTLED BY AMICABLE NEGOTIATION AND FRIENDLY DISCUSSIONS BETWEEN BOTH PARTIES, IF NO AMICABLE SETTLEMENT IS REACHED, THE CASE IN DISPUTE SHALL THEN BE SUBMITTED FOR ARBITRATION IN ACCORDANCE WITH THE RULES OF ARBITRATION AS PER ARBITRATION LAWS OF CHINA AND THE AWARD MADE IN PURSUANCE THEREOF SHALL BE BINDING ON THE PARTIES. THE VENUE OF ARBITRATION PROCEEDINGS WILL BE SINGAPORE

CLAUSE 18.- NON CIRCUMVENTION & NON DISCLOSURE

THE UNDERSIGNED PARTIES HEREBY ACCEPT AND AGREE TO THE I.C.C. PROVISIONS OF NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS ALL PARTIES INVOLVED IN THIS TRANSACTION, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION FOR A PERIOD OF TEN (10) YEARS FROM THE EXECUTION OF THIS AGREEMENT.

CLAUSE 19. TITLE AND RISK

THE TITLE WITH RESPECT TO EACH SHIPMENT SHALL PASS FROM SELLER TO THE BUYER WHEN SELLER RECEIVES REIMBURSEMENT OF THE PROCEEDS FROM THE L/C NEGOTIATING BANK AGAINST THE RELATIVE SHIPPING DOCUMENTS AFTER COMPLETION OF LOADING ON BOARD THE VESSEL AT LOADING PORT, WITH EFFECT RETROSPECTIVE TO THE TIME OF DELIVERY OF ORE.

ALL RISK OF LOSS, DAMAGE OR DESTRUCTION RESPECTING THE ORE DELIVERED SHALL PASS TO BUYER AT THE TIME OF DISCHARGE OF THE ORE FROM THE LOADING DEVICES INTO THE VESSEL.

CLAUSE 20. EXPORT AND OTHER LEVIES

FEE LEVIED ON EXPORT OF IRON IN THE COUNTRY OF ORIGIN SHALL BE TO THE ACCOUNT OF SELLER, WHEREAS ALL TAXES AND LEVIES ON THE IMPORT OF IRON IN THE COUNTRY OF DESTINATION TO THE BUYER’S ACCOUNT.

CLAUSE 21. AMENDMENT OF CONTRACT

THE CONTRACTING PARTIES SHALL MAKE ANY AMENDMENT OR MODIFICATION TO THIS CONTRACT IN WRITING SUBJECT TO CONFIRMATION OF THE OTHER PARTY. FAX OR E-MAIL COPIES ACCEPTED, UNLESS OTHERWISE EXCHANGED WITH HARD COPIES WITHIN 15 DAYS HEREOF OR AS PER MUTUAL CONSENT.

CLAUSE 22. BANKING DETAILS

BUYER

SELLER

CLAUSE 23. PROCEDURE

SELLER SENDS THE APPROVED DRAFT CONTRACT APPROVED WITH FULL NAME AND STYLE & SENDS TO BUYER FOR SIGNATURE & BUYER SENDS BACK TO SELLER DULY SEALED & SIGNED FOR SELLERS SIGNATURE[ SOFT COPY ].

IN RETURN SELLER SENDS IT SEALED AND SIGNED IN AS HARD VERSION, TO THE BUYER.

B. SELLER OPENS NON-OPERATIVE PBG WITHIN 5 WORKING DAYS IN FAVOUR OF BUYER & SENDS VIA SWIFT.

C. BUYER OPENS 100% L/C WITHIN 3 WORKING DAYS TO SELLER & SENDS VIA SWIFT.

D. SELLER TO FURNISH PROOF OF PRODUCT; ORIGIN OF ORE, PLOT NUMBER / AUTHORITY LETTER FROM THE PORT AUTHORITY/SGS.

SHIPMENT COMMENCES ACCORDING TO THE CONTRACT.

IN WITNESS WHEREOF,

THIS CONTRACT IS MADE IN (2) TWO EQUAL COPIES ON ……………2100

AND THE DULY AUTHORIZED REPRESENTATIVE OF THE SELLER AND BUYER HAVING SIGNED ON THIS DAY AND HAS RETAINED ONE COPY EACH.

ACCEPTE & SIGNED:

SELLER BUYER

NOTE :

THIS IS A LEGAL DOCUMENT VALID AND BINDING ON BOTH THE PARTIES .

本文来源：https://www.2haoxitong.net/k/doc/8e66a049f7ec4afe04a1dfa2.html