PRODUCT QUANTITY AND QUALITY
The seller guarantees that shipment of Each Product shall be provided with an inspection certificate of weight and quality at time of loading and such certificate shall be provided by Société Générale De Surveillance (SGS) at seller´s expense, and shall be deemed to be final. The seller shall instruct said authority to carry out the inspection in strict accordance with the International Chamber Of Commerce (ICC) rules. The buyer shall, if desired, and at his own expense provide additional inspection at port of loading to confirm loading. If discrepancies should at any time and in particular case result in relation to the inspection certificate issued at the port of loading and destination, it is hereby agreed that arbitration shall be employed to determine the appropriate judgment. Both parties agree to be bound by the Arbitration’s decision for or against either buyer or seller.
SHIPPING
1.The Seller shall be responsible for the scheduling of vessels to load and transport the contracted product in accordance with the shipping schedule mutually agreed upon to the delivery Schedule and only if previous shipment was paid.
2.Total shipments shall be according to the shipment schedule.
3.Pre-advice of shipment – before loading commences, the Seller shall inform the Buyer due time via cable, telex, e-mail or fax of the contract number, name of commodity, name of vessel, flag of vessel, at loading port and estimated sailing date
DOCUMENTS
1. 3 (Three) originals and 3 (Three) copies of the Commercial Invoice – copies duly signed indicating the description of goods, quantity (gross and net weights), unit price, total value, Contract N° and Invoice N°.
2. Ocean Bill of Lading – original non-negotiable copies of full set of Shipping Ocean Bill of Lading marked “Clean on Board”.
3. Certificate of Origin – 1 (One) original and 3 (Three) copies of the signed Certificate of Origin issued and endorsed by local Chamber of Commerce from the country of origin.
4. Test Certificate – Copies for quality and quantity issued by SGS at Loading Port, Including non-contamination report showing name of carrying vessel, sailing date. SGS confirm that the material has been inspected as per contract requirements and they confirm to contract specifications.
5. Packing List – 3 (Three) original and 4 (Four) copies.
6. Health Certificate
7. Insurance Policy. An all risk first class insurance policy covering 110% (one hundred and ten %) of the value of the product to the delivery port.
INSURANCE 110%
This contract is based on CIF incoterms 2010
Seller will arrange the 110% Insurance of invoice value.
PENALTY
In case of non compliance or default of the contract by the Buyer or Seller, a penalty of 3% of the monthly delivery value will be charged to the defaulting party after the signed the contract.
IMPORT FACILITES, 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, licenses 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 penalties 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 based on INCOTERMS 2010.
FORCE MAJEURE
The party will not be liable for partial or complete failure to execute their obligations under this contract if the said failure is caused by unforeseen Force Majeure circumstances, as such as: severe weather conditions and other actions of nature, acts of government, war, strikes, riots or other forces beyond control of the parties if the above mentioned circumstances directly affect the fulfillment of this contract.
The parties shall be obliged to immediately advise each other if any delay arise from any of the causes referred to. The fulfillment of the contract obligations will be extended for a respective period providing both parties agree.
Certificates issued by the local Chamber of Commerce, the ICC or other government institutions shall be presented as proof of Force Majeure to the other party.
DISPUTES AND ARBITRATION
The parties hereby agree to settle all disputes amicably. All disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the International Chamber Of Commerce by one or more arbitrators appointed in accordance with the said rules.
Any claims that either party may have, due to an occurrence, has to be submitted to the other party within a period of two (2) weeks from the dates of that occurrence. Any claims made after that the Seller not accept date, and Buyer will have no right to apply to Arbitration.
ASSIGNMENT
No party is allowed to assign the contract in favor of any third party.
MISCELLANEOUS
Any amendments and supplement to the Terms and Conditions of this contract will be valid only if made in writing and duly signed by both parties.
This contract shall be legal and binding upon signature of the email copies. Upon receipt of the countersigned email-copies, Buyer shall send 2 (Two) hardcopies by mail or courier to Seller who shall sign and return 1 (One) copy duly signed.
GOVERNING LAW
This contract shall be governed and interpreted in accordance with the United Nation Convention (U.N. Convention) for the sale of goods. In event of inconsistency between this contract and the provisions of the U.N. Convention, this contract shall have priority for the purpose of article 39 of the U.N. Convention a reasonable period of time shall be deemed to be 5 (five) days. This contract shall further be construed in accordance with the courts of the European Union in UK, which shall apply to ICC rules and regulations.
NON-CIRCUMVENTION AND NON-DISCLOSURE
The parties accept and agree to the provisions of the International Chamber Of Commerce, Geneva, Switzerland for non-circumvention and non-disclosure with regards to all and everyone of the parties involved in this transaction and contract, additions, renewals, and third party assignments, with full reciprocation for a period of 5 (Five) years from the date of executions of this contract. This clause is extensive to all subsidiaries and or affiliated companies. It is further agreed that any information of buyer and seller contained in this agreement is to be held in the strictest confidence, and any violation of which will resolute in the immediate cancellation of this agreement.
CONTRACT TERMINATION
Either party may terminate this contract if the other party fails to perform a substantive contractual obligation due to “The Termination Event” excluding Force Majeure Event. Notification of Termination is to be in writing within 30 (thirty) days of the Termination Event and is to give thirty 30 (Thirty) days period to remedy or excuses their obligations within thirty 30 (Thirty) days of the Notification.
In the event of a breach of any term of this contract the defaulting party shall be given a reasonable period in which to rectify the said breach.
If the defaulting party fails to rectify the breach, the aggrieved party shall be entitled to cancel the contract and claim payable value of not less than 2 % of the total value of the financial instrument value for the damages for losses and expenses suffered.
NOTE
Payment 100% at sight after shipping documents AT LOADING PORT, with Wire Transfer / TT in the account