1. OBJECT
1.1
The Seller sell and the Buyer herewith purchase in accordance with
the specifications and quality described in this contract
(hereinafter called “Goods”).
1.2
The Seller guarantees to the Buyer that the goods delivered under
the present contract will correspond to the characteristics shown
below:
HMS 1 and
2 (HMS 1 above 80%) shall conform to ISRI CODES 200 to 206 and the
following description:
The scrap
consists out of material obtained from dismantling a large “Iron Ore
Palletizing plant” as such it consists of:
• A very large steel structure consisting of beams
(I-beams),
• A large conveyor belt moving the Iron ore
• A large steel structure washing the iron ore
• Heavy earth mover trucks and Caterpillar like equipment,
• Several large Engine blocks and generators,
• A goods carrier train, carriages, and carrier wheels and
axles.
• Rails from an old railway line
AND other
large structures such as pipes and sheets / blocks of steel.
The scrap
will be totally free from any types of radiation, bombs, 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 ISRI code attached in Annexure
1.
2. QUANTITY OF GOODS
2.1
The unit of measurement in this contract is metric tons of weight (MTW).
Months are calendar months according to the Gregorian calendar. And
the quantities agreed are +/- 1000mt to be shipped by 20ft
containers to Haldia, India.
2.2
Beginning 20 days from the effective date of this contract, the
seller will start shipments of the goods as per the agreed delivery
schedule between the parties.
2.3
The quantity of goods shipped will be confirmed on a certificate
issued by the major International independent inspection company
“BVIS” (alternately “SGS”) at seller’s expense. Other quantity
inspections at the port of unloading shall be at the expense of the
Buyer.
2.4
The quantity of goods for invoicing purposes shall be established by
the same inspection certificate issued by BVIS (alternately “SGS”).
2.5
A Certificate as per DGFT
3. QUALITY OF GOODS
3.1
The goods shall conform to ISRI codes and the Specification as
provided in Annexure 1.
3.2
The quality of the goods will be confirmed by a certificate issued
by the independent international survey company “BVIS” (alternately
“SGS”) which shall be binding on both parties in all respects. Other
quality inspections at the port of unloading shall be at the expense
of the Buyer.
3.3
There should not be more than 2% (by weight) of MUD OR natural waste
on the material.
3.4
The buyer will check the material at load site prior to shipment.
4. PRICING
4.1
The Price of Goods is USD xxx per MTW CIF Haldia United States
Dollars (xxxxxxx per Metric Ton Weight FIC Haldia.
4.2
The price of goods includes all costs incurred by Seller up to and
including delivery basis CIF.
4.3
Insurance will be covered by Seller.
4.4
The price includes Inspection Charges Inspection; certificates will
be issued by either by BVIS / SGS.
5. PAYMENT
5.1
Buyer shall setup an irrevocable L/C sight on the seller considering
text guidelines produced by seller.
L/C to be
opened within 7 days of contract.
5.2
The Seller will send documents for each consignment to the Buyer by
courier originating from the Seller office within 10 (Ten) banking
days from the date of Bill of Lading.
5.5
Spelling and typographical errors and differences of such nature
between Bank issued and Beneficiary issued documents shall not be
deemed discrepancies provided that the intent of the writer is clear
from the context.
5.6
The bill of lading to clearly show notify partly as L/C applicant
and B/L to have mention of 14 days free detention from shipping
company.
6. DOCUMENTS REQUIRED FOR PAYMENT
6.1
The Seller shall provide with each consignment a full set (3/3)
clean on Board Ocean Bill of Lading documents issued by the Shipping
Company.
6.2
Commercial invoice issued by the Seller: 4 original, showing
contract number, description of goods, prices of goods, unit price,
total amount, gross/net weight of the goods.
6.3
Quality certificate issued by BVIS (alternately “SGS”).
Quantity
certificate issued by BVIS (alternately “SGS”).
6.4
Copies of Photograph of each container, 4 Picture as follows:
• 1st @25% Stuffing
• 2nd @50% Stuffing
• 3rd @75% Stuffing
• 4th @100% Stuffing
With one
door closed Show Container No. & Seal.
6.5
Duty Signed Original High Sea Sales agreement.
7. SELLER LIABILITY
7.1
Goods shall be considered in “full quantity” if within tolerance
provided. “Date of Delivery” shall be the date on the Bill of
Lading.
7.2
If Seller fails to deliver full quantity of any consignment, only
with confirmation from the Buyer, he has the right to make it
complete with the next two consignments.
8. BUYER LIABILITY
The Buyer undertakes and guarantees that the contracted
quantity will be accepted and paid for under the terms of this
contract.
9. LAW AND ARBITRATION
9.1
The Seller and Buyer shall settle all disputes amicably. Either
party may serve notice on the other requiring any dispute to be
settled within 30 (thirty) days after such notice and, if not
settled to refer it to arbitration in accordance with this contract
unless breach of payment occurs by the Buyer or failure to post the
Bank Guarantee and L/C.
9.2
The arbitration will be heard by one or more arbitrators by mutual
agreement of the parties and in accordance with the Rules and
Regulations of the Arbitration Act. The place of arbitration shall
be India. The award shall be enforceable in any country, and a
Letter Oratory shall be deemed accepted without contest or protest.
10. FORCE MAJEURE
10.1
Both sides in this contract will be exonerated from their obligation
in case of Force Majeure event.
10.2
Force Majeure is understood as per provisions under ICC500 and means
as any event such as fire, explosions, hurricanes, floods,
earthquakes and similar natural calamities, wars, epidemics,
military operations, terrorism, riots, revolts, strikes, industrial
unrest, government embargoes, or other unforeseeable actions
occurring after the conclusion of this contract and outside the
reasonable control of either party and which cannot be avoided by
reasonable diligence of either party.
10.3
The party to this contract whose performance of this contract is
prevented by a Force Majeure event must notify the other party
within 7 (seven) days of the effective date of occurrence, which
notice is to be confirmed by a certificate issued by the local
chamber of commerce and Industry including particulars of the event
and expected duration. Failure to submit such a notification will
prevent the party’s exoneration from contractual obligations under
Force Majeure event
11. ASSIGNMENT
11.1
Each side is allowed to assign the contract or payment instrument in
order to secure the performance of its obligations.
11.2
Any assignee or legal successor to either party shall assume all
obligations and benefits of this contract.
11.3
Assignment is permitted under mandate issued by the Seller.
12. GENERAL PROVISIONS
12.1
Any changes or amendments to the present contract shall be valid
only if agreed in writing and signed by duly authorized
representatives of both sides.
12.2
Correspondence in the course of the ordinary administration of the
contract such as but not limited to notification of anticipated
delivery dates might be sent by fax, any electronic means or mail.
Notices of suspension, termination or to invoke arbitration shall be
sent as an advance fax with an original by courier service and shall
be deemed delivered on the evidenced date of the facsimile.
12.3
The language of the contract and the correspondence, invoices,
certificates, Bills of Lading and all notices given under this
agreement shall be in English and if there is any discrepancy
between any document and any other language version of the same, the
English version shall be the definitive and authoritative one.
12.4
The contract comprises the present documents, Appendices and
Addendums.
13. EFFECTIVE DATE
This contract shall come into effect when the Buyer and
Seller have both initialed and signed the present document and its
appendices.
14. CONFIDENTIALITY AGREEMENT
14.1
Seller and Buyer shall treat any information provided by the other
party on a strictly private and confidential basis. Seller and Buyer
shall take all necessary steps to prevent the others confidential
information from being misused or disclosed or made public to any
third party except as needed to successfully complete the Contract
or to avoid conflicting claims (and except as may be required in
accordance with the applicable law).
14.2
The Buyer and/or all of its affiliated parties undertake that they
shall not directly or indirectly conduct any business or
communications with parties affiliated with the Seller to circumvent
the seller in any way.
14.3
The Seller and/or all of its affiliated parties undertake that they
shall not directly or indirectly conduct any business or
communications with parties affiliated with the Buyer to circumvent
the buyer in any way
15. NON – CIRCUMVENTION AGREEMENT
15.1
The Parties shall not in any manner whatsoever solicit nor accept
business from sources or their affiliates that are made available
by the other party to this agreement, at any time, without the prior
written permission of the Party which made the source available.
15.2
The Parties shall maintain complete confidentiality regarding each
other’s business sources or their identities and shall disclose such
only to named Parties pursuant to express written permission of the
Party that made the source available.
15.3
The Parties shall not in any way whatsoever circumvent or attempt to
circumvent each other or any Party involved in any of the
transactions the Parties are desiring or entering into and to the
best of their ability and assure each other that the original
transaction codes established will not be altered or changed.
The
parties recognize the contract to be an exclusive and valuable
contract of the respective Party and they shall not enter into
direct negotiations with such contracts revealed by the other party.
Neither
Party shall avoid payment of due fees, extra premium fee, and/or
extra premium fee and other remuneration in any way whatsoever.
16. VALIDITY
This is valid for xxxxxxxx for acceptance by Seller.
Onward subject to change in market.
SIGNATURES
By signing
below the parties hereby enter into this contract provided that the
acceptance expiration date on the full corporate offer has not
passed prior to signature.
Our Bank
Details:
Beneficiary Name:
Canara Bank
Remit Funds to: Euro Account No.
Swift Code: CNRBINBBCFD
With Banca
Intesa Spa,
Milano, Italy
Swift Code: BCITITMM |
