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Sales And purchase Contract For Urea N 46% Fertilizer.
Contract No.05/KT/Urea dated 4th December 2008.
Represented by: Mr - Director.
It is mutually agreed between both parties to sign on this agreement that the seller sells to the Buyer, the Buyer purchases from the Seller, the goods described herein on the follow terms and conditions:
Article 1: Commodity
Name of goods: Urea 46% Nitrogen Fertilizer
Article 2: Specifications
0.5% Max(by method of drying)
1 % Max
100% anti caking treated
1-4 mm 90% Min
132 degrees Celsius
Standard White or pure white priller
160 pxt ppm Max
100% Free flowing, Free from Harmful Substances
Article 3: Quantity and Quality
Quantity: 50,000 Metric Ton (±5% at Buyer’s option)
25,000mt is destined to HaiPhong port, Vietnam
25,000mt is destined to HoChiMinh city port, Vietnam
Quality: The goods must be newly manufactured in the year of 2009.
Article 4: price, time of delivery
4.1 Unit price: USD 265.00 /MT CNF FO HaiPhong Port and HoChiMinh city port, Vietnam.
4.2 Total value: USD 13,250,000(±5%)
4.3 all the above mentioned price are understood CNF Hai Phong port and HoChiMinh city port Vietnam, Incoterms 2000 including packing and marking.
4.4 Time of delivery: 30 days after L/C issuance date.
Article 5 : Packing and marking
5.1 Packing: The goods must be packed in new 2- line 200gr- weight bag with woven PP bag outer and PE inner liner bags, net weight is 50 kgs, Two percent ( 2%) of empty bags together with the shipment will be supplied by the Seller free of charge.
5.2 Marking : Bags to HaiPhong port to be marked with 7 lines of black colour ink characters. Bags to HoChiMinh city port to be marked with 6 lines of green colour and 1 line in red colour :
NITROGEN 46% MIN
BIURET 1 % MAX
MOISTURE 0.5 % MAX
50 KGS NET
USE NO HOOKS
MADE IN UKRAINE
Article 6 .payment:
6-1 Upon signing contract ,the Seller will deposit 40,000.00USD for 2 vessels/shipments in cash to the Buyer’s account.
6.3 Five (5) days after signing contract, HSBC Hanoi/Citibank Hanoi/Vietcombank will issue an irrevocable, unconditional, at sight performance Bond equal to USD 397,500.00 in favour of the Buyer. This amount (PBG) shall be automatically drawn into the Buyer’s account unconditionally by HSBC Hanoi/Citibank Hanoi/Vietcombank upon receiving the Buyer’s bank written statement notifying that Seller fails to deliver the goods as per contract terms.
6.4 Within 10 banking days after PBG accepted by Buyer, the Buyer’s bank will open operative irrevocable,transferable Documentary Letter of credit negotiable and payable 100% at sight in Seller’s bank against presentation full set of shipping documents as per contract stipulated.
6.5 The L/C will be issued in the sum of USD 13,250,000( ±5% ( Say : US Dollars Thirteen million Two hundred Fifty thousand plus / minus five percent for the total quantity and amount). The letter of credit shall be issued by Buyer’s bank directly to Seller’s bank.
6.6 L/C amendment charges : At the faulty party’s account.
6.7 All bank charges at Buyer’s bank for Buyers account
6.8 All bank charges at Sellers bank for Sellers account
other Letter of credit terms:
- Partial shipment is not allowed.
- Transhipment is not allowed.
- Documents wording “PCT” or “%” or “Percent” are acceptable.
- L/C validity: 70 days from the issuance date of L/C
- Third party documents is allowed
- 5% tolerance in quantity and weight and amount are acceptable
Payment shall be made by Irrevocable Documentary Letter of credit issued by the issuing bank( THE L/C is payable 100% at sight against presentation of negotiating documents for the shipment:
Article 7 : Shipment documents
1. Sighed commercial invoices in 3 originals and 3 copies.
2.Certificate of quality and quantity / weight issued by SGS inspection at loading port in 1 originals and 3 copies.
3 Certificateof origin issued by Chamber of commerce of manufacture’s country in 01 Originals and 03 copies.
4. Full set( 3/3)of origin Clean on board bill of Lading signed by shipmaster made out to the order of the issuing bank, marker “ freight prepaid “ and notify applicant
5. Copy and cableor fax sent to the Buyer within 6 working days after loading ended, advising particulars of shipment including: name of commodity , quantity , weight, value, name of vessel; B/L number, number of contract , date of shipment, date of vessel’s departure , nationality of ship, flag of ship , age of ship , number of holds / hatches/ cranes/ derricks in good condition, ETA at destination port.
6. PNI Certificate issued by Lloyds of carrying Vessel in 1 copy
7. Parking list with indication of total gross weight and total net weight of the shipped goods in 3 originals and 3 copies.
8. Certificate of holds / hatches cleanliness issued by SGS in 1 originals and 3 copies
10. Certificate of weight, quantity and quality at discharging port (Vietnam) issued by SGS Vietnam in one original and two copies. The SGS is appointed by the Buyer and bear all charge for that case.
11. DHL’s receipt confirmation that one set of non – negotiable shipping documents have been sent to buyer within 7 working days after B/L date.
12. Vessel nomination from Seller accepted by Buyer in one copy
13. Notice of Readiness issued by the shipping agent at discharging port confirmed by Port Authority of Vietnam in one copy.
- Shipping Documents must be presented for negotiation within 21 days after B/L date, but within the validity of L/C
Seller’s Bank Details:
- Bank name:
- Address of Bank:
- Account name:
- Account number:
- SWIFT :
Buyer’s bank details
- Bank Name: ………..
Article 8 : Insurance
- In accordance with ICC rules and the terms and conditions of this Agreement , insurance is for Buyer’s account and his sole responsibility . Under conditions of all-risks and war risk. The marine policy must be covering 100% value of each shipment and shall inform insurance policy detail. Any claims arising during the covered period the benefitciary shall have the sole right to present claims against the Insurance and ship owner and received payment. 15 days before loading date, the seller shall notify the Buyer of following Vessel’s specifications:
- Name, age and flag of ship. Dead weight tonnage ( DWT) and carrying capacity.
- Copy of valid PNI Certificate or equivalent of carrying vessel.
- Nationality of vessel, number of holds/ hatches/ crane/ derricks.
- The Seller shall charter the vessel immediately after receipt of acceptance confirmation in writing from the Buyer 10 days or at best effort before the date of loading. Seller is allowed to change the vessel if the due to vessel breakdown or any other reason but this change must be with confirmation from the Buyer.
Article 9: shipment
- Shipment shall be effected within 30 days after L/C issuance, Transshipment, partial shipment and combined shipment are not allowed.
- The date of the bill of lading shall be considered the date of the shipment.
Article 10: Discharge
- Buyer guarantee discharge rate of 1500 MT per weather working of 24 consecutive hours, Sunday holiday excluded even if used ( WWDSHEX EIU ) basis at least 4 workable derricks / cranes and prorate of less. Time loss due to breakdown of vessel’s derricks/ cranes not to count as lay time.
- Time between 17.00 hours Saturday or day preceding holiday and 08.00 hours on Monday or next working day after or holiday not to count as lay time, even if used.
- Lay time to commence 13.00 hours the same day it NOR is tendered before noon or 08.00 hours next working day if NOR is tendered after 12.00 hours but during office hours.
- If the port is congested,then lay time is to commence 24 hours after notice of readiness is given.The buyer is responsible for the product discharge.
- Shall the vessel be required by buyer to shift from one berth to another at port of unloading the time used in shifting shall not count as lay time.However,the cost of shifting shall be to the buyer’s account.
Notice of readiness (NOR) to be tender WIPON, WIBON before tendering NOR must vessel be in free pratique and in every respect ready for discharge the cargo.
Opening and closing hatches to be done by ship crew at the Seller’s / owner’s time and expenses.
Vessel’s Agent in Vietnam shall be nominated by seller upon vessel acceptance . Demurrage and dispatch rate to be advised at time of vessel nomination, Rate of Demurrage/dispatch as per governing charter part (C/P),The seller must send by fax the C/P to the buyer within 7 working days after it is signed,The vessel be discharged at the rate less than the average,the buyer shall pay to seller demurrage at a rate stipulated in the time charter party agreement as per running day and prorated share for any portion of any running day.
It is agreed that demurrage be settled by the vessel’s master and buy’s shipping agent within 5 days from the receipt of the vessel master’s invoice.
Demurrage and dispatch amount (if any) shall be made within 21 days after receipt of relevant statement of fact confirmed by ship master and buyer.Statement of fact issued by ship master within 6 days from completion of discharging cargo.
The age of vessels shall not be over 20 years old and in good condition. Vessels shall be certified by Lloyd 100-A1 or equivalent. Warranted carrying conveyance must be seaworthy, fully covered for P&I risk with an international group ( or equivalent) P&I Club, hull and machinery insured. P&I Club, Certificate must be provided to the Buyer upon vessel nomination.
Vessel should be certified cargo hold cleanliness/ suitable to load.
Should any of terms and conditions detailed in the C/P conflict with those in this contract terms conditions in this contract will take precedence.
Article 11: Advice of shipment
11.1 All import expenses including but not limited to: import license, if any, import taxes, levies, any other duties, tariffs, applicable taxes, payment of any kind on cargo by authorities or government of the country of destination to which the goods are delivered, consular fees, custom, import clearance at the port of unloading are for the Buyer’s account. Any taxes or levies at the loading port are for the Seller’s account. Any expenses caused by the Seller or Shipping company are for the Seller or Shipping’s account. Any expenses caused by the Buyer are for the Buyer’s account.
11.2. At least five (5) working before loading commences, the seller shall inform the Buyer by cable or fax of the contract number, Letter of credit number, name of the commodity, quantity, weight ( gross/ net) , value, name of ship, nationality of ship, flag of ship, number of holds- hatches- cranes- derricks, name of loading port and arrival date of ship at port of loading.
11.3 Within 48 hours after complete loading or B/L date, Seller shall notify the Buyer of the following information for the Buyer: name of commodity, quantity, weight ( gross/ net) , value, name of vessel, B/L number, date of shipment, date of vessel’s departure, and time of estimated arrival.
11.4 The master of vessel or the Seller shall notify the Buyer 7 days/ 5 days and 72/48/24 hour before the vessel’s arrival at discharging port of the following information: contract number , quantity, name of ship . Nationality of the ship , age of ship , flag of ship , LOA/ beam, number of holds/ hatches/ cranes/ derricks in good order, ETA.
11.5. place/ port of loading: Any port of Russia/ Ukraine at the Seller’s option
11.6 Port of destination: Haiphong port, Vietnam that shall be confirmed by the Buyer upon vessels acceptance.
Article 12: Inspection
Commodity to be inspected at port of loading , by Society General De Surveillance (SGS) at the Seller’s cost.
The Buyer have the right to re-inspect the quantity/ weight and Quality and packing condition by SGS separately on his order and cost at the discharging port and to Lodge a claim for any Discrepancy found for quantity/ weight and Quality and packing condition within 45 days from vessel’s sailing date.
The Buyer shall inform the Seller immediately of any discrepancy found for quantity/ weight and Quality and packing condition. The claim shall be settled by seller within 21 days from receipt of claim.
The seller ensure that the cargo shall be inspected by SGS at loading port and discharging port.Charges of inspection to be counted at seller’s account at loading port and at buyer’s account at discharging port.
Article 13: force Majeurer
Force Majeure is defined as a situation/ condition such as acts of God , storms fire, war , civil war , military action, government emergency order, stop- order or strike as well as transportation accident , tidal waves, etc
- Should the effect of the Force Majeure continue for more than 60 consecutive days, Buyer and Seller shall discuss through friendly negotiation as soon as possible their obligation performance under the terms and conditions of this contract?
Article 14: Arbitration
Any dispute shall be settled by amicable negotiation between to parties. In case of failure to reach amicable agreement , the disputes arising out of or in connection with this contract shall be settled by Arbitration under the rules of conciliation and Arbitration of Vietnam international Arbitration Center attached to VCCI. The disputed matter will be subject to arbitration by an arbitrator in Vietnam under ICC rules and regulations.The language of arbitration shall be english.The parties agree that any award made in accordance with provisions of this clause is final and binding on both of them. Law Arbitration fee and all related charges shall be born by losing party.
Article 15: Miscellaneous
- Upon singing this contract,all previous negotiations and correspondence are to be considered null and void
THE SELLER: THE BUYER:
Authorised Sign and Seal Authorised Sign and Seal