PURCHASE CONTRACT
==============
THIS AGREEMENT MADE AND ENTERED INTO ON DATE BY AND BETWEEN:
SELLER:
Company:
Address:
Phone :
FAX:
HEREINAFTER CALLED THE “SELLER”
AND
BUYER :
Company:
Address:
Contact Name:
Phone :
FAX:
HEREINAFTER CALLED THE “BUYER”
WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND
WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:
1.COMMODITY :
Used Rails
2. QUANTITY:
30,000MT +/- 5PCT
3.Chemical Composition of the steel scrap:
USED RAILS R50 - R65
CHEMICAL COMPOSITION OF USED RAILS (JUST FOR REFERENCE) :-
C (CARBON) : 0.54-0.82%
Si (SILICON) : 0.12-0.18%
Mn (MANGANESE) : 0.60-1.05 %
S (SULPHUR) : 0.05 % MAX
P (PHOSPHOROUS) : 0.04 % MAX
As (ARSENIC) : 0.01 MAX OF MASS SHARE
THE SCRAP CONSISTS OF R-50 (51.67 Kg/m) R-65 (64.72 Kg/m)
4. DELIVERY:
SHIPMENT WILL BE EXECUTED WITHIN 45 DAYS AFTER BUYER ISSUE THE BANK DRAFT IN USD3 MILLION TO BE VALID FOR 60 DAYS TO SELLER NOMINATED NAME AND BACK IT UP WITH MT-799 SWIFT MESSAGE TO THE SELLER NOMINATED ACCOUNT, BUYER JUST NEED TO SEND A SCAN COPY TO THE SELLER AND BUYER KEEP THE ORIGINAL THAT WILL BE RELEASED AFTER CARGO SHIPPED. CARGO WILL BE SHIPPED IN BULK VESSEL.
5. ORIGIN:
ALL MATERIALAREUkraine or Russia ( Stock in Nigeria)ORIGIN.
6.DESTINATION / PRODUCT DISCHARGE:
PORT OF DESTINATION: KAOHSIUNG, TAIWAN
7. PRICE :
USD325/MT CNF CQD KAOHSIUNG, TAIWAN
8. CONTRACT AMOUNT:
Total: USD9,750,000 (UNITED STATES DOLLARS NINE MILLION SEVEN HUNDERD FIFTY THOUSAND ONLY)
9. PAYMENT TERMS
USD3 MILLION BANK DRAFT AND THE BALANCE TO BE PAID BY T/T IN D/P TERM.
10. DOCUMENTATION PER PAYMENT :
A. 3/3 SET OF BILL OF LADING, “CLEAN ON BOARD” AND MARKED “FREIGHT PREPAID” (3 ORIGINALS + 3 COPIES).
B. CERTIFICATE OF WEIGHT, QUANTITY AND QUALITY ISSUED BY SGS.
C. CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE OF THE COUNTRY OF ORIGIN.
D. SIGNED COMMERCIAL INVOICE IN 03 ORIGINAL AND 03 COPIES SHOWING COMMODITY, WEIGHT, QUANTITY,
UNIT PRICE, AMOUNT, CONTRACT NUMBER AND INVOICE NUMBER
E. PACKING LIST WITH TOTAL GROSS WEIGHT AND TOTAL NET WEIGHT OF SHIPPED GOODS IN 03 ORIGINAL
AND 03 COPIES
F. CERTIFICATE OF NON-RADIATION ISSUED BY SGS.
G. ONE SET COPY OF ABOVE DOCUMENTS TO BE SENT TO BUYER
11. PRODUCT INSURANCE:
TO BE COVER BY BUYER.
12. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:
ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT ARE ON THE BUYER’S ACCOUNT AND HIS SOLE RESPONSIBILITY.
BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND COPY SENT TO SELLER.
BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LISCENSES OR ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION. SELLER WILL BEAR NO RESPONSIBILITY TO PROVIDE SUCH DOCUMENTATION. BUYER WILL BEAR ALL COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTS AND PENALITIES IF SUCH DOCUMENTS ARE NOT SECURED. IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER IS REQUIRED TO PROVIDE. SHIPPING IS BASED ON INCOTERMS 2000.
SELLER IS RESPONSIBLE FOR ARRANGING ALL NECESSARY EXPORT LICENCES.
BUYER IS RESPONSIBLE FOR ARRANGING ALL NECESSARY IMPORT LICENCES.
THE PRODUCTS WILL BE EXPORTED TO THE DISCHARGE PORT, SUBJECT TO LOCAL GOVERNMENTAL LAWS AND INTERNATIONAL TRADE EMBARGOS.
13. FORCE MAJEURE:
NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY. THE PARTIES DO HEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA, SWITZERLAND, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.
14. DISPUTES AND ARBITRATION:
THE PARTIES HEREBY AGREE TO SETTLE ALL DISPUTES AMICABLY. IF SETTLEMENT IS NOT REACHED, THE DISPUTE IN QUESTION SHALL BE SUBMITTED AND SETTLED BY ARBITRATION AT THE “HONG KONG COURT OF ARBITRATION “ , BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES.
15. AUTHORITY TO EXECUTE THIS CONTRACT:
THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL LEGAL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.
16. EXECUTION OF THIS CONTRACT:
THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS VIA TELEX OR FACSIMILE TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL AND LEGALLY BINDING.
17. LANGUAGE USED IN DOCUMENTS:
ENGLISH LANGUAGE ONLY SHALL BE USED IN ALL PAPERS. ALL DOCUMENTS RECEIVED BY FAX, E-MAIL OR OTHER ELECTRONIC WAY HAVE THE SAME POWER, AND CALLED AS “FAX COPY”.
18. ASSIGNMENT:
THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, WITHOUT PRIOR PERMISSION OF THE OTHER PARTY.
19. NON-CIRCUMVENTION AND NON-DISCLOSURE:
BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAIN IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT APPROVALS. THE PARTIES AGREE TO MAINTAIN STRICT CONFIDENTIALITY CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR INDIRECTLY INVOLVED IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO BUYER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWALS AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION.
ANY OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED DELIBERATELY OR BY NEGLIGENCE. IN CASE OF BREACH OF THE RESPECTIVE RULES EMITTED, THE INTERNATIONAL CHAMBER OF COMMERCE IN LONDON, UNITED KINGDOM WILL BE APPLIED TOO.
20. BANKING INFORMATION
BUYER’S BANKING DETAILS
Bank Name:
Address:
SWIFT:
Bank Account Number:
Bank Account Holder:
SELLER’S BANKING DETAILS
Bank Name :
Address :
Account No.:
Account Name:
SWIFT:
21. CONTRACT SIGNATORIES
IN WITNESS THEREOF, THE PARTIES HAVE SIGNED BELOW TO ACCEPT AND APPROVE ALL TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT.
FROM THE DATE OF SIGNING OF THIS CONTRACT, ALL PREVIOUS RESPECTIVE NEGOTIATIONS AND CORRESPONDENCE BY VERBAL, TELEPHONE, FAX, MAIL OR E-MAIL ARE NULL AND VOID. THIS CONTRACT IS NOT CONNECTED WITH OTHER CONTRACTS OF THE SELLER AND THE BUYER, FROM WHICH JURIDICAL OR FINANCIAL CONSEQUENCES MAY OCCUR.
THIS CONTRACT IS SIGNED IN TWO COPIES, ONE FOR EACH PARTY BOTH COPIES ARE AUTHENTIC.
FOR AND ON BEHALF OF FOR ANDD ON BEHALF OF
THE SELLER THE BUYER
Oleg Maslov