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09/18/2014

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SALES & PURCHASE CONTRACT For IRON ORE 63% - 61%

between

The BUYER

CITY INSIGHT CONSORTIUM SDN BHD
and

The SELLER CV. SINAR ALAM CEMERLANG
Contract Number: XXX/IRON ORE /XXXSAC/V/2007 Dated ........... , 2007 PURCHASE SALE CONTRACT OF IRON ORE

CONTRACT No: XXX/IRON ORE/XXX-SAC/V/2007

Date: ................, 2007

BUYER:

CITY INSIGHT CONSORTIUM SDN BHD Address :

Phone : Fax : Contacts Director Seller

: : Buyer 1

...04% Moisture (Free loss at 105 degrees centigrade) 8. WIBON. WIFPON SHIPMENT PERIOD AND QUANTITY: 12 shipment : 30...25% Exceed 2.00% AL203 2.08% Max Min CLAUSE 4 Seller PRICE Buyer 2 .000 DMT X 12 = 360...000 DMT± 5% Delivery Within 45 days after receipt of Letter of Credit acceptable to the seller..50 mm 0 – 10 mm 10% 10 .00% TiO2 0.......SE Vice Director: Mr..00% PHYSICAL COMPOSITIOIN (SIZE DISTRIBUTION) 0 ..% Exceed 3.01% Phosphorus 0..50.. 6 No.E-mail : SELLER: CV.00% Exceed 0... CLAUSE 2 CLAUSE 3 IRON ORE FINES SPECIFICATION: CHEMICAL COMPOSITION (ON DRY BASIS GUARANTEED) Typical Results Fe 63. Discharging Rate 5.... SINAR ALAM CEMERLANG Address : Jl. 52 Banjarmasin South Kalimantan .000 MT PWWD/SHINC WIPON.08% Exceed 0... on the term and conditions stated below: CLAUSE 1 NAME OF COMMODITY: 63% FE INDONESIAN IRON ORE Country of Origin: Indonesia Port of Loading: Anchorage Taboneo open sea.000 MT PWWD/SHINC Port of Destination: . WCCON.20% SIO2 2... Akhmad Gunawan 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 for China on the basis of exclusive supply.BobbyMaxwell....50% Sulphur 0...... Sungai Miai Dalam RT....50 mm 90% Rejection Below 61% Exceed 0. South Kalimantan Loading Rate 5.Indonesia Phone : +62 511 Fax : +62 511 Contacts :Mr..

3%.5% in excess of 3.05%.00% Fe above 63% fraction prorate.01% excess of 0.5% in excess of 2. Indonesia on 63% FE fraction prorata.8 per dry metric ton for each 1.00% Fe below 63% fraction prorate up to Fe63% and rejection below 61%.00 per DMT FOB main Port. iii) For excess Silica (SI02) At the rate of 5 (five) US Cents per dry metric tonne for each 0.08%.01% in excess of 0. the base price shall be decreased as follows fraction prorate: i) For excess Phosphorus At the rate of 5 (five) US Cents per dry metric tonne for each 0. v) For excess TiO2 At the rate of 5 (five) US Cents per dry metric ton foreach 0. cargo will be rejected. SIZE PENALTY Seller Buyer 3 .0%.5%.8 per dry metric ton for each 1. If S content exceeds 0.1% in excess of 0.0%. If AL203 content exceeds 4.5%. ii) For excess Sulphur At the rate of 5 (five) US Cents per dry metric tonne for each 0. If P content exceeds 0. Penalty: The base price shall be decreased by US$0. If SIO2 content exceeds 2. If TiO2 content exceeds 0.0%. iv) For excess Alumina (AL203) At the rate of 5 (five) US Cents per dry metric tonne for each 0. cargo will rejected. C. B) For other elements If the shipment does not meet any of the chemical specification other than Fe provide in clause 3 as finally determined in accordance with the provisions of the clause 9.000 DMT+/-5% will be US$ CLAUSE 5 PRICE ADJUSTMENT A) For Fe Content In respect of each shipment of iron ore which does not meet the Fe specifications set forth in clause 3 the base price referred to in clause 4 shall be adjusted in accordance with Fe content as determined pursuant to the provisions of clause 9 as follows:Bonus: The base price shall be increased by US$ 0. cargo will be rejected.USD53. cargo will be rejected. Total Amount for the 1st shipment 30.04%.08%. cargo will be rejected.

Procedure to establish PB.0-10 mm & above 50 mm exceeds 10%. If the serious breach event occurred by the Seller. Confirmed documentary Letter of Credit at sight in favor of the Seller for an amount in U. Dollars sufficient to cover 100%(one hundred percent of the shipment value to be made for 100% payment. If Seller has prepared the goods at the dock and the chartered vessel fails to arrive on schedule.S. Performance Bond shall come into force when it was issued to Buyer’s bank. The vessel to be chartered by the Buyer for the Seller and the Seller is responsible to all the shipment at the loading port. 2) Performance Bond The Seller shall establish the Performance Bond (PB) in favor of the chartered party within 7 (seven) days of signing the contract and the receipt of L/C after the signing of the contract covering 2. SUCOFINDO INDONESIA 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 PT. the Buyer is entitled to draw payment against performance Bond as penalty. the loss to be borne by Buyer. transferable. fractions pro-rata. CLAUSE 6 PAYMENT 1) Letter of Credit Within 5(five) banking days after signing this contract and seller’s issued Performance Bond(PB) draft. SUCOFINDO INDONESIA shall be basis for seller’s original invoice Buyer’s Bank: COMPANY BANK Address Seller : : : Buyer 4 . The weight certificate issued by PT.The said L/C shall be payable 100% at sight to the seller’s bank account against full set of documents as stipulated in clause 7 with any bank in Indonesia by negotiation with sight draft on-board. the Buyer shall open Irrevocable. the bond to be paid to the Final Buyer by the chartered party by negotiation.2 per wet metric ton shall be applied to such excess quantity of such undersize ore. a penalty of US dollar 0. If Seller can not perform contract and/or supply cargo to Buyer within the delivery period in accordance with the contract. The issuing bank of PB shall be leading bank recognized by Indonesian and confirmed by Buyer. The format of such Performance Bond shall comply with ANNEX A and subject to buyer’s final confirmation.0% of the LC value as the Bank Guarantee.

511 +62. transferable. (ii) L/C shall allow for 5% more or less in value and quantity. Banjarmasin +62. (vi) Trans-shipment not allowed. 2) Within 5(five) banking days after signing this contract. 82-2-594-8985 : 30-004611-281 : KOEXKRSE : C. Confirmed documentary Letter of Credit at sight in favor of the Seller for an amount in U. SINAR ALAM CEMERLANG Bank Mandiri Tbk. A) PAYMENT Seller Buyer 5 .511 031-000-513768-5 BEIIIDJA CV. (iii) Charter party bills of lading acceptable.Phone Fax Account No. Swift Code Account Name : 61 : 82-2-593-8290.S. from the date of receiving the L/C from the buyer. Sinar Alam Cemerlang CONDITIONS UNDER L/C (i) The L/C shall be issued by Prime Bank. the Buyer shall open Irrevocable.P. the price adjustment or rejection as per LC is to be made against the invoice for drawing. Banjarmasin Branch Office Jl. Dollars sufficient to cover 100%(one hundred percent of the shipment value to be made for 100% payment. (vii) LC is valid for 90 days after the buyer received L/C.. CO. PROCEDURE 1) The Seller and the Buyer will exchange the Draft PGB and Draft LC within 5 days from the signing date of Contract. moisture and physical properties are beyond the percentage as stipulated under description of goods.T. (v) Partial shipment not allowed. 3) Within 7(seven) banking days.(LC ON) (viii) If results of chemical composition. the Seller shall issue in favor of the Buyer a unconditional Performance Guarantee Bond equivalent to 2% (two percent) of the sale price. (iv) Third party documents / Shipper acceptable except for Draft & Invoice. LTD PB issuing Bank should be: Seller’s Bank: COMPANY Bank Name Address Phone Fax Account No (IDR) Swift Code Account Name : : : : : : : : CV. Lambung Mangurat.

D) Certificate of Origin in one original and three copies to be endorsed / issued by chamber of commerce and industry of the export country and detailing loaded quantity. SUCOFINDO INDONESIA to determine the specification of ore content in each shipment. commodity. B) Original Invoice in one original and four copies indicating the contract number. In case of iron ore quality Seller Buyer 6 . SUCOFINDO INDONESIA shall be basis for seller’s original invoice. L/C number. name of carrying vessel. at seller’s expenses. carrying vessel. The weight certificate issued by PT. SUCOFINDO INDONESIA 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 PT. SUCOFINDO INDONESIA at loading port. The load port certificate is final for quality and weight for Original Invoice. CLAUSE 7 DOCUMENTS Seller shall provide buyer through negotiating to opening bank for reimbursement of sale proceeds with the following documents: A) Complete set of “Clean on Board” shipped Bill of Lading made out to order. CLAUSE 9 SAMPLING AND ANALYSIS At the loading port. appoint PT. the Seller shall. The weight of ore as ascertained and certified together with PT.The said LC shall be unrestricted for negotiation by any bank against Seller’s draft payable at sight for 100% of the value of this shipment accompanied by the documents as stipulated in Clause 7. at buyer’s expense. C) Certificate of Quality and Certificate of Weight of contracted goods in one original and three copies each issued by PT. and shall provide a certificate showing details of the determination and also the percentage of free moisture loss at 105 degree centigrade. bank endorsed marked “freight collect” notifying the party as stipulated in the L/C. SUCOFINDO INDONESIA analysis certificate shall be basis of seller’s original invoice. determine the weight of shipment of ore by draft survey. Certificate of quality to show actual result of the test of chemical composition and all other tests called for in this contract. Small typographical errors and mistakes are acceptable. CLAUSE 8 WEIGHING At the loading port Seller shall.

gross weight. CLAUSE 11 CLAUSE 12 LOADING RATE AND LOADING CONDITION A) The vessel is to be nominated by Buyer. Demurrage / dispatch calculation shall be made on the basis of “Statement of Fact” signed by the Master / Owner’s agent at loading port. advise Buyer within 48 hours by cable/telex/fax of the contract number. number of cabin. B) Iron Ore shall be loaded to Buyer’s nominated vessel at 5. name of vessel. unless loading is sooner commenced in which case time actually used for loading shall count as lay time WIBON. SUCOFINDO INDONESIA examination before loading. flag and position etc. ADVISE OF SHIPMENT Seller shall. the buyer has right to refuse loading. The Seller after studying the ship particular of the nominated vessel. In the event the seller is unable to load the cargo upon vessel’s arrival and tendering NOR as above. geared with 4 (four) cranes of minimum 15 (fifteen) tons each and specially geared with grabs for Iron Ore with a minimum of 3 (three) CBM grabbed capacity each. the buyer should nominate vessel that must be approved by the seller in order for the seller to be able to load 5. The seller shall arrange for the master of the vessel to notify buyer three notices of ETA of the vessel at the discharge Port. etc. the second to be given 48 hours prior to the ETA and the third to be given 24 hours prior to ETA. C) Should the buyer be unable to fulfill the equipment list as stipulated in clause 13.000 MT/PWWDSHINC. with 4 (four) cabins at least. E) Notice of Readiness (NOR) shall be tendered by the master or the vessel’s agent or by Chatterers by telex / fax / email at the nominated loading Seller Buyer 7 . seller will be liable for all losses including dead freight. The Buyer has to advise the Seller of the vessel’s particulars such as vessel name. name of commodity. must inform to the Buyer whether she/ he will accept or reject. demurrage.000 MT PWWDSHINC. CLAUSE 10 NOTIFICATION OF ARRIVAL Buyer shall advise Seller at least 14 (Fourteen) days in advance of the estimated date of arrival of the vessel at Loading Port specifying the type of vessel and hatch division. Vessel is to be a single deck/bulk carrier.A above. maximum 30 (thirty) years of age. The first of such notice will be given 10 days prior to the ETA of the vessel. Lay time shall not commence twelve (12) hours after the vessel tenders NOR. upon completion of loading.differs with contract basis with PT. D) The Demurrage Rate shall be as per CP terms and Dispatch Rate is half of Demurrage. capacity of the crane. latest 2 (two) working days after the information given by the Buyer. and loading date.

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. because of war. If operation of such circumstances exceeds three months. explosions. 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. anytime during normal office hours between 08:00hrs and 17:00hrs. strikes or other labor. epidemics. CLAUSE 13 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. Non-availability of material will not be an excuse to the Sellers for not performing their obligations under this contract. when the vessel is in all respect ready to load and is in free pratique. The party which us unable to fulfill its obligations under the present contract must. floods. civil commotion’s. hostility. I) If the seller for any reason at the loading port can not ship or causes delay on the shipping time. then dispatch money would be paid to the seller. Any waiver/ extension of time in respect of the delivery of any installment or part of the goods shall not be deemed to be waiver / extension of time in respect of the remaining deliveries. within 15 days of occurrence of any of the circumstances preventing the performance of the contract.(USD20’000. embargoes including all natural calamities the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative. H) First opening and last closing of hatches.00/day) J) If the seller for any reason at the loading port can speed up the shipping time. Seller Buyer 8 . fire. stop loading because of no electricity / power stop loading because of no light during night loading and stop loading because of breakdown of winches will not count as lay time. acts of Government. sabotage. F) Buyer shall give notice to Seller at least 10 (ten) days prior to the expected date of arrival of the nominated vessel suitable for loading at the Loading Port. opening and closing of hatches because of raining or bad weather.port / anchorage. G) During bad whether or high seas. military operation of any character. quarantine restriction. vessel should be provided with Baltic Moor which is stem wire or strong rope connect by shackle to anchor chain to keep loaded barges/safe from sea well. then demurrage cost incurred will be borne by seller. from Monday through Friday and between 08:00hrs and 13:00hrs on Saturday and Sunday and holidays Included.

The venue of arbitration proceedings will be Singapore. with the buyer consent. meaning and operation or effect of this contract or the breach thereof shall be settled by the International Chamber of Commerce (ICC) in Singapore and the award made in pursuance thereof shall be binding on the parties. the buyer shall have the right to cancel the contract and confiscate the performance bond or. alternatively. odd days less than 10 days should be counted as 10 days.5% of the total value for every 10 days. All Risk of loss. If the seller does not give the answer within ten days after receipt of the above mentioned claims. postpone delivery on payment of penalty to the buyer Penalty shall be charged at the rate 0. All the relative expenses shall be in the account of the seller. CLAUSE 19 Seller Buyer 9 . Odd days over 10 days should be counted as exact days. it is regarded that the seller has accepted the claims. NON-DELIVERY & DELAYED DELIVERY Should the seller fail to effect delivery on time as stipulated in this contract owing to clauses other than force majeure as provide for in clause 15 of this contract. odd days. AMENDMENT OF THE CONTRACT Any amendment or modification to this contract shall be made in writing and subject to confirmation by the contracting parties. the seller my. damage or destruction respecting the ore delivered shall pass to Buyer’s at the time of discharge of the Ore from the loading devices into the vessel.CLAUSE 14 ARBITRATION All disputes or differences whatsoever arising between the parties out of or relating to the construction. The total penalty shall no exceed 2% of the total value of the cargo involved. CLAIM The buyer may make a claim against the seller with the certificate issued by buyer. CLAUSE 15 CLAUSE 16 CLAUSE 17 CLAUSE 18 LOSS OF CARGO In the event of partial loss of cargo. TITLE AND RISK The Title with respect to each shipment shall pass from Seller to the Buyers when Seller receives reimbursement of the proceeds from the opening bank through the negotiation bank against the relative shipping documents as set forth in Clause 7 after completion of loading on board the vessel at loading port. with effect retrospective to the time of delivery of ore. The delay of shipment must not exceed 30 days after the latest shipment date of this contract. the Bill of lading weight and the analysis carried out by Seller at the loading port shall be treated as final.

...... In witness whereof this contract is made in triplicate on this day of September 14 ..... The Seller undertakes to give the copy of the License along with the L/C............. Retained one copies each....... Director Authorized Signatory Mr.CLAUSE 20 LICENSES It is the responsibility of the supplier to arrange for Export License if any from Indonesia Government Authority and it is the responsibility of the buyer to arrange for Import License. if any....... BUYER SELLER . as per the regulations of People’s Republic of China and measures of automatic License permission for Iron Ore Import........ 2007 and the duly authorized representatives of the Seller and the Buyer having signed on this day.. Akhmad Gunawan Vice Director Authorized Signatory Seller Buyer 1 .........

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