Tuesday, July 13, 2010

This contract is for the purchase and sale of HMS 1+2 80/20 ISRI 200-206 in containers

Date of Issue :      
Contract Number :      
Buyer Reference :      


This contract is for the purchase and sale of HMS 1+2 80/20 ISRI 200-206 in containers

This agreement made and entered into on this day      , 2010 for the purchase and sale of HMS 1+2 80/20 ISRI 200-206 in containers.


Company :ABC.W.L.L
Address :
City :
Country :Kingdom of Bahrain
Telephone
Fax automatic :
Signatory :
Title :Director

Bank: :
Address :
Account holder :
Account Nr. :
Swift Code :
Tel: :
Facsimile: :

Herein called the “seller” 



Company :     
Address :     
City :     
Country :     
Telephone :     
Fax automatic :     
Signatory :     
Title :     

Bank: :     
Address :     
Account holder :     
Account Nr. :     
Swift Code :     
Tel: :     
Facsimile: :     

Herein called the “buyer”


It is herby agreed as follows:

1. PARTICULARS OF SALE

1.1 Commodity
HMS 1+2 80/20 steel scrap (hereinafter jointly referred to as the “Goods”), specification, quality and standard is defined in  the Appendix
1.2 Order Quantity
     MT (      metric tons) spot

1.3 Country of Origin
Middle East 

1.4 Loading Port
Middle East Port

1.5 Port of Discharge (Destination Port)
     

1.6 Price
CNF       USD (      USD) per metric ton (subject to clause 3.2 below)
1.7 Contract Value
      USD (      United States Dollar)

1.8 Buyers Payment Instrument
Irrevocable, non-transferable documentary letter of credit, payable 100% at sight, at loading port, against shipping documents (see 3.8) at the counters of the sellers bank

1.9 Special Conditions
This contract is subject to INCOTERMS 2000 / UCP600 



2. SPECIAL CONDITIONS OF SALE

2.1Shipment:
The first shipment of no less than       MT (      Metric Tons), (+/-5%), shall be shipped no later than 25-30 days from the receipt of a fully validated and agreed Buyer’s valid payment instrument and signed off  by both parties. 

The Seller shall inform the Buyer by FAX of the exact time of departure of the vessel at the loading port, voyage itinerary and routing and estimated time of arrival at the port of discharge designated by Buyer, within 72 hours of notification for the Buyer to make necessary arrangements. 

2.2. Packaging
In 20’ containers

2.3. Delivery
The unit of measurements for weight applicable to this contract shall be the metric ton (“MT”) and quantities required to be delivered with short loadings or over loadings being within the range of 5% of the quantity stipulated per vessel.



3. GENERAL CONDITIONS OF SALE

3.1. Mutual Warranties
a) The Parties confirm that each is fully empowered, legally qualified, and duly authorized to execute and deliver this document, and to be bound by its terms and conditions.

b) The Parties hereby warrant and declare that all funds applied in the conduct of this transaction are good, clear, clean, authentic, legally earned and of non-criminal origin. 

c) The Parties hereby warrant and declare that the transaction and contract are not entered into in order to facilitate and advance terrorist activities, drug trafficking and/or illegal arms dealings.

3.2. Transaction Procedures
a) If the buyer’s valid bank instrument is delivered to the seller’s bank more than 5 banking days after the date of this agreement the price specified in the particulars shall cease to be valid and shall be subject to re-negotiation by the references to the prices.

b) If the prices for has increased by more than 2% since the price payable under this agreement was fixed or last adjusted then the price payable for the shipment or shipments of Goods shall be revised in the same proportion as such increase in prices in the relevant market

c) If the Buyer is unable or unwilling to pay the revised price so calculated, then the Seller shall be entitled to terminate the contract but without prejudice to the Seller’s right to receive any payments which may remain due under this Agreement.

d) Payment Procedure: After compliance with Clause 3.5 below, the Buyer’s Bank will send notification to Seller’s Bank via Swift Net that they will issue payment on approval of complete shipping documents

e) Performance Bond: Within 7 (seven) banking days after the receipt of the notification of the issuance of the accepted Buyer’s payment instrument, Seller issues the operative Performance Bond in the value of 2 (two) % of the shipment.

f) Payment to be made shall be based on the Commercial Invoice established by the actual net weight, not gross weight inspected and accepted by SGS at the loading port identified by the Seller and agreed by Buyer.

3.3. Loading and Discharging Terms
a) Terms and conditions of loading and discharging inclusive of loading rate/discharging rate shall be compliant with the rules and norms of the port of loading and discharging. Any demurrage incurred at the port of loading will be at Seller’s costs. Any demurrage incurred after the free demurrage period at the discharging port will be on Buyer’s account.

b) The Parties may agree upon the extension of the delivery period.  In this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) shall bear the costs for the extension of the validity of the operative Buyer’s valid payment instrument as well as the costs of storage in the Port of Loading for a period equal to the length of the delay. 


c) Allowance shall be made for discharging the Goods at the discharge port over a period of seven days only.

3.4. Guarantee of Payment by Buyer
a) Buyer to guarantee the Payment for total consignment in favour of the Seller in the approximate amount set out in the Particulars above

b) The Buyer’s payment instrument shall be issued and delivered by the Buyers bank directly to the Sellers Bank and in favour of the Seller

c) The final text of the Buyer’s payment instrument to be provided by the Buyers bank shall be subject to acceptance by the Seller’s Bank and written approval by the Seller or its authorized agent ( authorized agent to be identified before sign offs ).

3.5. Validation of buyer’s valid payment instrument
The operative Buyer’s valid payment instrument issued in favour of the Seller shall maintain its validation at all times for the time frame of the contract, contingent on the terms of this contract.

3.6. Payment Terms and Conditions
Payments due under this contract shall be effected by means of the operative Buyer’s valid payment instrument in terms approved in accordance with Clause 3.4(c) above and issued by Buyer

3.7. Bank Charges
All bank charges relating to the operative Buyer’s valid payment instrument shall be borne by the Buyer’s account.

3.8. Shipping Documents
a) Original signed and stamped commercial invoice covering the description, unit price, total amount, loading quantity gross/net weight of the Goods. Weight for Invoice purposes shall be established by the actual net weight inspected by SGS at loading port .Copies each in triplicate (3 Originals and 3 Copies) issued by the Seller.

b) Full (3/3) set of original of clean shipped on board bill(s) of lading, made out to order of DC issuing bank and bank endorsed, signed and stamped by the shipmaster, showing notifying the Buyer showing number of containers, gross/net weight, marked “Ocean Freight Prepaid as Per Charter Party”.

c) One original and three copies (1/3) of pre-shipment inspection certificates issued by SGS certifying that the commodity is free from radioactive materials, free from closed containers and any explosive materials, and certifying that shipped materials are in conformity with steel scrap standard ISRI 200-206

d) Seller’s / Beneficiary’s certificate certifying that a full set of non-negotiable shipping documents and full set of original clean on board ocean bill of lading has been sent directly to the Buyer’s bank by courier service within the next four (4) banking days from the date of lading. 

e) One copy of shipping advice bearing the vessel’s name and registration number and date; weight shown on the Bill of Lading, name of commodity; invoice value; ETA to the discharging port as sent to the Buyer within three (3) working days after shipment date.

f) Packing List issued by supplier

Third party documents accepted, except for Invoice & Draft.

3.9. Weight Survey
Weight for invoice purposes shall be established at the loading port by Société Générale de Surveillance (SGS), the report of draft survey at the loading port shall be for Invoicing only, and SGS issued at the Seller’s account. 

3.10. Inspection
a) Access Goods Inspections sought by the Buyer and/or its representatives under this contract shall be granted only after the posting of the Buyer’s valid payment instrument

b)Inspection shall be done at port of loading by Société Générale de Surveillance (SGS). The Seller will pay inspection fee for SGS only; Fees for any other inspection report will be paid by Buyer. 

c)Subject to the posting of the operative Buyer’s valid payment instrument by the Buyer in the agreed terms the Seller shall provide a statement of weight inspections and quality of Goods

3.11. Importation Arrangement
a) Buyer understands and acknowledges full responsibility for the prompt settlement and/or discharge of any import tariff (value added tax), custom duty, terminal handling charge, and/or demurrage charges and any other import taxes, duties or charges arising at the port of discharge. 

b) Buyer understands and acknowledges full responsibility for the prompt and timely procurement of such import licenses and/or permit (quota) required for processing the Goods at the port of discharge. 

c) In the event or loss or damage to Seller from the Buyers failure to cause such charges or to be paid promptly and for failures to cause the appropriate license and permits to be obtained to allow for discharge and clearance of the Goods, the Seller shall be entitled to hold the Buyer fully responsible for all losses incurred by the Seller and (at Seller’s option) terminate this contract but without prejudice to the Seller’s rights to claim for costs for goods delivered, costs and/or damages.

3.12. Quantity Adjustment
a) The Parties agree and commit to respond to each other promptly and to act in good faith on all issues giving rise to a need for quantity adjustments in the course of shipments. 

b) If weight, quality and/or quantity difference is established satisfactorily by survey reports in the course of off loading of shipments, payment adjustments shall automatically fall due and shall in the first instance be arranged by means of debit and/or credit notes being issued on a pro rata basis to the Buyer within 14 days from the date of receipt of weight or quantity survey reports issued at the port of discharge. 

c) No action shall require to be taken by the parties in relation to adjustments where any deviation in weight or quantity delivered does not exceed 5%. 

d) Any issues relating to the weight or quantity deviations shall be resolved by reference to SGS quantity surveys executed at the port of loading.

e) The final weights of delivered scrap steel to be disclosed on SGS certificates issued at the port of loading shall not include foreign materials. Such final weights shall be deemed to be those disclosed on SGS certificate. 

f) The total amount of foreign material as shall in the event be found should not exceed 0.5% of the weights disclosed on the Bill of Lading (B/L Weight). In case the foreign material weight amounts to more than 0.5% of the B/L weight for the Goods, the Buyer shall immediately fax a certified true copy of the SGS certificate to the Seller for adjustments to be effected.

g) The Seller shall deduct such repayment as may be found to be due to the Buyer on any adjustments being made within 5 working days in the event of this occurring on a one-off shipment or if this were to occur on any future shipment.


3.13. Partial Shipment
Partial shipments shall be permitted under this agreement.

3.14. Notice of Shipment
a) On completion of loading, the Seller shall serve the Buyer a formal Notice of Loading within 72 hours of such completion and by means of a fax providing one copy of the shipping advice including the vessel’s name and other identification and registration particulars; B/L number and date; B/L weight; the Contract number and Transaction Code, name of commodity; invoice value; ETA port of the discharge.

b) After giving Notice of Loading, Seller shall fax the Buyer a copy of the complete set of documents covering the shipment no later than five (5) working days after giving such Notice and shall in any event send a set of the said documents to the Buyer by DHL or similar courier service within the next fourteen (14) working days after shipment.

c) Vessel supplied/chartered by Seller shall be seaworthy and be international P&I Club registered.

3.15. Advice of ETA
The Seller or the Master of the Vessel carrying the Goods shall give notice of the vessel’s expected time of arrival (“ETA”) by fax to the Buyer, 5 days, 72 hours, and 24 hours respectively before ETA at the discharging port unless no shipping agent is available

3.16. Insurance
By the Buyer: CNF

3.17. Trans-Shipment
Is permitted under this contract.

3.18. Title and Risk
a) Title with respect to each specific shipment shall pass from the Seller to Buyer upon Sellers bankers’ receipt of the full payment transfer due against the specific consignment.

b) All risks associated with each shipment shall pass to the Buyer as soon as the Notice of Loading relating to that shipment is served by the Seller upon the Buyer in accordance with Clause 3.14 above.

3.19. Force Majeure
a) In the event of the occurrence of an event amounting to force majeure and being one affecting the execution of obligations under this contract notice of such event together with a certificate confirming the same and issued by the government authorities or local Chamber of Commerce of the Party concerned shall be deemed to adequate evidence of the event 

b) In the event of the occurrence of an event properly defined as amounting to force majeure such notice of the same shall be deemed to be adequately served if given immediately by facsimile/email  and by delivery to the Seller/Buyer by registered mail, and/or courier service, 

c) Should the delay caused by a force majeure event last for more than 1 (one) month, either party shall be entitled to terminate this contract by serving notice in writing to that effect upon the other. A force majeure event does not exonerate the Buyer from paying for any Goods already delivered under the contract.

3.20. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Kingdom of Bahrain and the parties hereby accept the non-exclusive jurisdiction of the Courts of the Kingdom of Bahrain.

3.21. Amendmends and Supplements
a) No amendments to this Contract shall be deemed valid and binding upon the Parties unless made in writing signed by the authorised representatives of each Party. Agreement reached between signatories of the Parties and exchanged by fax, email or telex shall be considered as effective written agreement.  

b) This Contract shall come into full legal force after authorized representative of both contracting Parties have signed each page. Upon signing of this contract, all previous verbal and/or written arrangements concerning the subject of this Contract shall be considered null and void. 

c) The present Contract and any amendments and supplements shall be written in English. English meanings shall prevail and govern the interpretation to be put to the provisions of the contract. 

3.22. Termination of Contract
a) Either Party may terminate the Contract without prejudice to its right to claim damages should the other Party persist in refusing performance of a substantive contractual obligation after written notice has been given requiring the default to be remedied  in circumstances where a force majeure event has not occurred or cannot properly be deemed to have arisen.

b) Notice of Termination by any party shall be given no later than within 30 (thirty) calendar days upon discovery or notification of the non-performance of a contractual obligation by the defaulting party.

3.23. Liabilities to third Parties
a) Taxes: The Parties agree to be individually and separately liable for any taxes that may be chargeable on any and all income arising out of the application of funds advanced or recovered through this contract.

b) Quite apart from central or local government imposed taxes, each party accepts liability for all other fees, imposts, levies, duties, charges institutional costs, commissions or other expenses as provided in this contract. 

c) All parties agree to indemnify each other in respect of third party claims made against the parties jointly or severally the other by virtue of the other’s failure to observe the provisions of any agreement, law convention or other legal provision related to or relevant to the transaction and applicable to itself and which provision was not disclosed or declared previously to the other at the outset of this transaction

d) Each party agrees to indemnify the other in respect of loss and expense arising by virtue of claims and charges made against a party by virtue of either party’s default under this agreement or arising by reason of breach of the agreement or provable misconduct of the other linked to the operation or enforcement hereof .  

3.24. Facsimile/Electronic Copies
Facsimile or electronic copies of this contract being duly signed shall be deemed to be original and shall be binding on all parties until the originals are exchanged. Faxed copies of letters exchanged by the parties and/or faxed signed true copies of email correspondence exchanged by the parties shall be deemed to be admissible as aids in resolving any issue arising in relation to the interpretation and enforcement of the agreement.




Seller:


Buyer:  (Signature/Stamp/Date)
     


















APPENDIX

Specifications, Quality and Standard


Steel Scrap HMS 1 + 2 (80:20) ISRI 200 - 206 

80% HMS1 as per ISRI Code No. 200 - 201 - 202 
20% HMS2 as per ISRI Code No. 203 - 204 - 205 – 206

The Seller guarantees to the Buyer that the Goods delivered under the present contract will correspond to the characteristics shown below: 

200 No. 1 heavy melting steel.
Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 60 x 24 inches (charging box size) prepared in a manner to ensure compact charging.
201 No. 1 heavy melting steel 3 feet x 18 inches.
Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 36 x 18 inches (charging box size) prepared in a manner to ensure compact charging.
202 No. 1 heavy melting steel 5 feet x 18 inches.
Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 60 x 18 inches (charging box size) prepared in a manner to ensure compact charging.
203 No. 2 heavy melting steel.*
Wrought iron and steel scrap, black and galvanized, 1/8 inch and over in thickness, charging box size to include material not suitable as No. 1 heavy melting steel. Prepared in a manner to ensure compact charging.
204 No. 2 heavy melting steel.*
Wrought iron and steel scrap, black and galvanized, maximum size 36 x 18 inches. May include all automobile scrap properly prepared.
205 No. 2 heavy melting steel 3 feet x 18 inches.
Wrought iron and steel scrap, black and galvanized, maximum size 36 x 18 inches. May include automobile scrap, properly prepared; however, to be free of sheet iron or thin gauged material.
206 No. 2 heavy melting steel 5 feet x 18 inches.
Wrought iron and steel scrap, black and galvanized, maximum size 60 x 18 inches. May include automobile scrap, properly prepared; however, to be free of sheet iron or thin gauged material.
*ISRI specification from 4/7/08

Non-metal impurities total of 1.0 % (one percent), or less. All Goods sold by the Seller will also be totally free from:
- toxic chemicals, radioactive materials, inflammables, explosives, organic matters originated from animals or plants with danger of epidemic diseases and medical waste,
- The scrap shall totally be free from bullet, bombs, arms, ammunition, mines, shell, cartridges, seal containers, gas cylinder, complete vehicle and usable parts of machine, explosive shells or explosive materials in any form.
- The scrap shipped will be totally free from oil, lubricants, grease, rubber, plastic, asphalt, wood, chemical or any other non-metallic content or impurity

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