SALES CONTRACT OF USED STEEL OF SOUTH AFRICA This Contract is made and entered into this day of and valid unless signed by both parties for (seven) days by and between:本协议由下列各方签定于 ， 签署七日后正式生效。 Seller卖方: AND Buyer:买
SALES CONTRACT OF USED STEEL OF SOUTH AFRICA
This Contract is made and entered into this day of and valid unless signed by both parties for (seven) days by and between:本协议由下列各方签定于 ， 签署七日后正式生效。
WHEREAS SELLER AND BUYER , each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this contract and respectively provide the services referred to herein, in time and under the terms agreed to hereinafter;
WHEREAS, the Seller desires to sell used rails to the Buyer, which the Buyer desires to purchase on the terms and conditions set forth in this Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set forth herein and other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged by the parties, it is agreed as follows:
ARTICLE 1: DEFINITIONS 定义
For purposes of this Agreement, the terms set forth below shall be defined as follows
"the Buyer" means the party buying commodity from the Seller.
"Effective Date" shall have the meaning described in the first paragraph of this Agreement.
ARTICLE 2: ORDERING PROTOCOL订单
After signing the agreement the Buyer shall order commodities from the Seller by submitting a written purchase order, (the "Purchase Order"), on a regular basis, specifying the type of commodities and its quantity to be purchased the agreed purchase price and the total amount payable to Seller for such order.
Purchase Orders may be submitted by facsimile. An order from Buyer shall be considered to be accepted by Seller when the Purchase Order has been signed by an authorized officer or representative of the Buyer and Supplier has provided Buyer with written notification that such order has been accepted.
Buyer shall not be responsible to pay all taxes, duties and any other fees or assessments which may be assessed or imposed on the commodities by state or local governmental authority except those imposed at the unloading or destination port as a result of the purchase. 买方无需负责目的港或卸货港之外的任何由出口国征收的关税、征税及费用。
ARTICLE 3: COMMODITY, QUALITY & SPECIFICATIONS, QUANTITY, UNIT PRICE & TOTAL CONTRACT AMOUNT商品、数量、规格、质量、单价及总价
Used Rails classified as scraps been composed of used steel scraps for steel making. (Hereinafter referred to as "the commodities")废钢轨 （下称：货物）
Used Rail: R50 - 65 (Metric Ton Weight) or more (for shipping tolerance).
Per shipment: 30,000 MT (Metric Ton Weight) (+/- 5% for shipping tolerance) per month.
Total Yearly Quantity: 360,000 (Metric Ton Weight) (+/-5% for shipping tolerance)
DESCRIPTIONS AND SPECIFICATIONS规格
Chemical Composition of the steel scrap: International Standards as follows: 化学成分：
Mn锰: 0.60 -1.05;
C碳: 0.54 -0.82;
Si硅: 0.18 - 0.12;
S硫: 0.04Max; 最大
P磷: 0.035Max; 最大
As砷: 0.01% Max of Mass Share; AND 最大
Cr铬: Residual. 残留
Used Rail: R50 – R65 Size & Weight:
Length长: 6 ~ 12.5 M米; Width宽: 5.5 inches英尺; Weight重: 65Kg/143.3lbs.
No fishplates or steel pieces or bolts are attached to the used rails.无鱼尾板 或船片
All rails are clean and straight. No pitting. No heavy rust.
VALUE OF THE CONTRACT 合同金额
The total value of the each shipment will be 30,000mt for 245 USD CIF / MT= 7,350,000.00 Seven Million and Three Hundred fifty Thousand United States Dollars.
The total value of one year (twelve months) shipment of the contract will be 360,000mt for 245 USD CIF / MT= 88,200,000.00 Eighty eight Million and Two Hundred Thousand United States Dollars.
ARTICLE 4. ORIGIN 原产地
ORIGIN South Africa 原产地 南非
ARTICLE 5. QUALITY质量
The commodities are free from intense chemical corrosive, deleterious and dangerous materials, radiation and contamination, sealed gas cylinders and any other sealed containers and any explosive materials, bombs, fire arms and ammunitions, non-ferrous and non-metal materials, and inflammable materials, pig iron and electrical motor, severe dirt, oil and Garbage.
Purity: Dust and impurities are not more than 0.2% (point two) of total weight.
Right to Ban or refuse to accept: The Buyer and/or Buyer government and/or the authorities of destination country has the right to ban and/or refuse to accept the said commodities if it contains any banned material or the aforesaid conditions in.
ARTICLE 6. PURCHASE PRICE 价格
Purchase price or unit price shall be USD$245.00 CIF / MT per metric ton for main port, China port. The seller thereby undertakes to be responsible for safe arrival of the cargo until its final destination. The seller shall provide a form of guarantee for the total value of the cutting and haulage costs of the materials.
The seller thereby undertakes to load the cargo on to the vessel and shall be responsible for the safe arrival of the cargo until its final destination.
ARTICLE 7. TERMS AND CONDITIONS OF LOADING AND DELIVERY 装运条款
First shipment shall be made and delivered by the seller within 30-45 days after putting payment via a Documentary Letter of Credit and final payment by telegraphic transfer against B/L, CCIC / SGS and CIQ Inspection Report and related documents agreed in this contract.
The seller shall inform the Buyer exact time of departure of vessel at loading port.
Advice of shipment: The Seller shall advise the buyer by fax mentioning the contract No., name of commodity, weight, invoice value, invoice number, name of vessel, B/L No., Itinerary/ routing and estimated time of arrival at port of discharge and loading date, within 72 (seventy two) hours prior to departure.
The performing vessel should be accepted by the buyer before being chartered by the Seller. The Seller shall undertake to ship the contracted goods from the loading port to the destination port on a direct steamer with no transshipment allowed. The contracted goods shall not be carried by a vessel flying the flag of the countries/ regions, which the Seller does not accept.
The vessel is to be a signal deck/ bulk carrier, with 3 cabins at least, maximum 20 years of age, geared and cranes of minimum 20 tons. The Seller shall advise the Buyer on the particulars of the vessel, such as vessel name, capacity of the crane, number of cabin, flag, and position etc. Vessel is to be accepted by the buyer within one working day of nomination. The Buyer has the right to appoint his representative to be stationed in the site and/or visiting loading port(s) to observe the inspection and loading operation of the commodity during the contract. The Buyer representative shall have the authority to take any decision on behalf of the buyer. When the vessel reaches anchorage of discharge port, the "Notice of Readiness" to be tended in ordinary office hours to the Buyer by the Seller.
If the notice of discharging of cargo is given before noon, the berthing time will start counting from 01.00 pm in the same working day. However, if the notice is given after noon, then the berthing time will start from 08.00 am to the next working day. The Buyer shall arrange on safe berth at port of discharge, reachable on arrival, for discharge of the commodities provided always that if such discharging place is not immediately available, demurrage in respect of all time waiting thereafter shall be counted as lay time.
If the Buyer chooses to discharge at two berths at port of discharge (including anchorage), the Buyer shall bear the expense(s) for vessel actual shifting between berths. Time used in shifting between berths to count as lay time. If berth shifting happens due to reasons caused from the Seller, shifting expenses will be at the Seller account and time used for shifting will not be counted as lay time. Discharging rate will be at 24 hours on sunny day 1,200 (one thousand two hundred) metric tons per weather working day, Sundays and holidays excluded even if used. Sundays and holidays shall not be counted as Demurrage. Time will not be counted as lay time due to heavy rain, snow and storm. Demurrage is 3,000.00 (Three thousand) USD per day and dispatch is 3,000.00 (Three thousand United States Dollars) USD per day. Demurrage/dispatch to be settled by the Seller against Notice of Readiness (NOR) and Statement of Facts (SOF) within 05 (five) working days after completing discharge.
Allowed (No less than =/- 5% of the contract amount of 30.000MT) 允许分装
Transshipment转运: Not Allowed 不允许
Loading Port Terminals装运港:
Tema Port Terminal Tema Ghana West Africa & Durban, South Africa西非加纳港和南非德班港
Discharging Port目的港: main port, China中国主要港口
ARTICLE 8. PAYMENT TERMS 付款条款
The Buyer should pay for every used rail shipment in the total amount of the seller. Buyer and Seller after the signing of the contract, the Seller’s bank will issue Authorization to export by SA government, AQSIQ Certificate and 2% non-activated Performance Bond to Buyer’s bank, Buyer’s bank will issue IRREVOCABLE, TRANSFERABLE DLC (as per the attachment) valid for 6 months and renewable up to 13 months equal to one months loading amount of 30.000MT to the seller’s bank through swift MT-700 within 7 banking days.
Seller will be stipulated in the contract time (within 45 days of receipt of the Documentary Letter of Credit) delivered used rail to the Buyer's destination port, the buyer pay for the port of destination CIQ inspection costs, inspection in line with the contracts and Bill of Lading weight markers, the Buyer based on CIQ report within 7 working days by wire transfer T/T paid
PERFORMANCE BOND GUARANTEE履约保函
Seller will issue 2% PBG via Swift to the buyer’s bank
ARTICLE 9. FULL SHIPPING DOCUMENTS AS STATED BELOW全套装运单据如下：
1.Certificate of Quality & Quantity or Pre- shipment Inspection Certificate: 01 original, 03 copies survey report on quantity, weight and quality, non-radioactivity and exclusion of arms and ammunitions, and the Sellers will undertake to conduct CCIC inspection at the loading port on their own responsibility and issuing of SGS/CCIC.
2.Certificate of Origin: one original and three copies issued by a competent authority in the country. The Seller shall affect the insurance for not less than 110% of the contract value of each order covering WPA risks. Insurance to be covered by seller from the time the goods are loaded on vessel.
3. Commercial Invoice, two originals and three copies 商业发票, 两正三副
4. CCIC/CIQ Certificate at destination port, two originals and three copies
5. Certificate of Ownership, two originals and three copies所有权证书, 二正三副
6. Certificate of weight and quality, two originals and three copies重量质量证书, 二正三副
7. Certificate of Insurance, one original and three copies保险单, 一正三副
8. Original copy of Ocean Bill of Lading, marked “FREIGHT PREPAID”, three originals and three copies海运提单, 注明运费已付，三正三副
9. Certificate of Non Radiation, one original and two copies无放射物证书, 一正二副
10. Export licence issued by export country one original and three copies,
SELLER WILL ALSO PROVIDE THE FOLLOWING DOCUMENTS
Letter of References from the International Chamber of Commerce here in South Africa
Non-Resident Business Permit Certificate from the Department of Trade and Industries South Africa 南非工业贸易署出具的非本地注册的商业许可证
Contract Tender Clearance Certificate from the Contracts Committee of South Africa. 南非协议委员会出具的协议投标证书
Environmental Safety Metro Monitoring Clearance Certificates from the Department of Safety South Africa
Buyer and Seller agree that Seller may nominate an Investor/Financier that will receive the financial instrument on behalf of the Seller and finance the project through the shipment of the materials to the mentioned port and country in this contract, under the listed account where the DLC will be issued for and on the behalf of the seller in this contract.
In event of Financier/Investor's inability to finance the project due to lack of credit line at the period of buyer's affecting the instrument, a new financier of account can be nominated as an appendix or addendum.
If find any fraud, all of the legal commitment by the seller and five per cent of the compensation value of the contract to buyer.
ARTICLE 10. PACKING包装
Packaging: Rails must be at or below 3 tonnes per neatly tied to a bundle, and the protection of iron strip or inforcing steel bar with a good. Sufficient lifting fishing.
The cut is not demanded from the buyer, as the measure of the used rails will be 6 ~ 12.5 meters. 切割尺寸不由买方指定，尺寸为6 ~ 12.5米。
ARTICLE 11. NON-DELIVERY AND PENALTY 未能交货及处罚
Should the Buyers fail to effect delivery on time as stipulated in this Contract owing to causes other than Force Majeure as provided for in this Contract, the Sellers shall have the right to cancel the relative quantity of the contract.
If the Buyer has fulfilled the contracted terms, but the Seller has not fulfilled the contract terms, the buyer should submit a written notice to the Seller within 15 (fifteen) working days. If Seller fails to rectify in 15 (fifteen) working days after receiving the notice, the Buyer has the right to terminate the contract and claim compensation.
ARTICLE 12. FORCE MAJEURE 不可抗力
Neither party shall be liable for any default due to any Act of God, war, strike, lock-out, industrial action, fire or other event beyond the reasonable control of either party. In case of Force Majeure, the Seller shall not be held responsible for delay in delivery of non-delivery, but should inform the Buyer immediately by fax and mail a certificate issued by government authorities or Chamber of Commerce as evidence thereof. If the shipment is delayed over one month as the consequence of the said Force Majeure, the buyers shall have the right to cancel this contract.
ARTICLE 13. VALIDITY AND DURATION OF AGREEMENT协议生效日及有效期
This contract is considered valid for one year from the Date of Signing by Seller and Buyer and/or right until the execution, completion and achievement of the primary purposes, for which this document was made and entered into by both the parties hereto.
The buyer hereby irrevocably undertakes to complete the execution of the entire purchase order for 360,000/ MT (Three Hundred and Sixty Thousand Metric Ton Weight) and based in 360.000/MT (Three Hundred and Sixty Thousand Metric Ton Weight) of used rails per year delivery
ARTICLE 14. COMPENSATION FOR NON-COMPLIANCE违约赔偿
The terms of this contract agreement both parties, the Buyer and the Seller, explicitly obligated, in the event of its breach of contract and/or non-compliance of the contract, the party at fault, to pay to the other party a compensation of 5 % (five per cent) of total purchase price of one month purchase order.
All remedies provided in this Agreement are cumulative and not exclusive。
ARTICLE 15. SIGNING AGREEMENT 协议签定
Both parties shall short sign at the bottom of each page of this AGREEMENT.
All Appendixes are the integral parts of the present Contract and shall have the equal force as the Contract itself, provided both parties sign at the bottom of each page.
All amendments, supplements and alterations to the terms and conditions of the present Contract shall be made in written form and signed by authorized representatives of both parties to become the integral parts of the present Contract and shall have the equal force as the contract itself.
Notice: Any notice, request, demand, or other communication that is required or permitted under this Agreement shall be deemed properly given if it is deposited in the mail, certified, return receipt requested, and properly addressed to the buyer and seller.
ARTICLE 16. DIVISIBILITY 条款的可分割性
If any provision of this Agreement is found to be prohibited by law and invalid, or for any other reason if any provision is held to be unenforceable, in whole or in part, such provision shall be ineffective to the extent of the prohibition or unenforceability without invalidating or having any other adverse effect upon any other provision of this Agreement.
Entire Agreement: This Agreement, including the documents and the instruments referred to herein and attached hereto, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, relating to the subject matter hereof.
No extension, modification or amendment of this Agreement shall be binding upon a party unless such extension, modification or amendment is set forth in a written instrument.
ARTICLE 17. PREFERRED SELLER AND EXCLUSIVE BUYER 首选卖方及独家买方
The Seller shall be the non-exclusive Seller but Preferred Seller to the Buyer of used rail in the Territory.
The Buyer shall be the exclusive Buyer to the Seller of used rail worldwide.
The Seller hereby irrevocably undertakes not to sell the said commodities to any other buyer directly or indirectly.
ARTICLE 18. RELATIONSHIP OF PARTIES 协议各方关系
The relationship between the Buyer and the Seller is that of independent contractors. Neither party, nor its agents and employees, shall under any circumstances be deemed an agent or representative of the other and neither shall have authority to act for and/or bind the other in any way, or represent that it is in any way responsible for acts of the other. This Agreement does not establish a joint venture, agency or partnership between the parties.
ARTICLE 19. GOVERNING LAW & ARBITRATION适用法律和仲裁
This Agreement shall be governed and interpreted by the laws of the international chambers commerce. In case that any dispute or controversy arises out of or in relation to this Agreement between both parties shall be settled amicably but, in case of failure, these disputes or controversies shall be finally settled in Switzerland by arbitration in accordance with International Commercial Arbitration Association where the award shall be final binding upon the parties hereto.本协议采用国际商会相关规定。协议双方友好协商解决争议，如不能达成协议，则提请瑞士国际仲裁委员会进行仲裁，仲裁结果是最终的，对双方均有约束力。
Dispute Resolution: Any disputes that may arise under or concerning this Agreement, including but not limited to any dispute concerning the enforceability or interpretation of any provision herein, shall be resolved as follows:
If a dispute arises under this Agreement, any party may give written notice to the other that it desires to meet in person to attempt to resolve the dispute ("Notice of Dispute"). Within thirty (30) days after service of a Notice of Dispute, appropriate representatives of the parties shall meet in person and attempt in good faith to resolve the dispute.
If the parties fail to reach a resolution of a dispute within thirty (30) days after service of the Notice of Dispute, either party may request arbitration. Such request shall be in writing, served on the other party ("Notice to Arbitrate").
Within ten (10) days after receipt of the Notice to Arbitrate, the receiving party shall designate an arbitrator, acceptable to both parties. If the parties cannot agree on an arbitrator or either party disagrees with the decision of the arbitrator, either party may commence proceedings in accordance with the law of either country.
ARTICLE 20. TERMINATION 终止
The parties to this Agreement shall have the right to cancel the Agreement effective, by written notice specifying the breach and requiring its remedy within 30 (thirty) days, in the event of one party to the Agreement has substantially neglected to fulfill the terms and conditions of this Agreement or the obligations in accordance with it, or is in breach of the terms and conditions of this Agreement in any other substantial manner and both parties failed to resolve the dispute under this agreement and both parties agreed to terminate the Agreement.
Both parties shall settle whatever due owes to each other as soon as possible and no later than fourteen (14) days from the date of decision taken to terminate the Agreement.
ARTICLE 21. NON-DISCLOSURE保密约定
The Buyer and the Seller, each hereby acknowledges that as a result of the relationships established by this Agreement, each of them may have access to or may become aware of trade secrets, processes and/or confidential, non-public information regarding the other party (hereinafter "Confidential Information") and that such confidential Information is a valuable and unique asset of such party.
The Buyer and the Seller each hereby agrees to treat all Confidential Information with the same degree of care with which it treats its own confidential information, and not to disclose, in whole or in part, any Confidential information to any other person, firm, corporation, association or other entity unless required by law or regulation or order of a court of competent jurisdiction. The Buyer and the Seller each also agree not to use the confidential information of the other except as permitted under this Agreement. The parties agree hereby not to misuse each other's confidential information to promote its own interests at the expense of the other.
The parties hereby accept and agree to the ICC Convention on Non-Circumvention and Non- Disclosure with regard to all the parties involved in this transaction, additions, renewals, and third-party assignments with full reciprocation for a period of five (5) years from the date of execution of this Contract. This duty is in accordance with the International Chamber of Commerce Convention [ICC 500].
ARTICLE 22. CORRESPONDENCE/ COMMUNICATIONS/ NOTICES信件/通知
The communications / correspondence between parties can be carried out by fax or E-mail; it also could be carried out by phone in a very urgent case but must be confirmed afterwards by fax or e-mail.
All notices, requests, demands, consents, rejections, amendments, additions, acceptance, or any other communication required or allowed to be given shall be sent by e-mail, fax, telephone, or courier mail to the parties. However, faxes and photocopies of documents shall be accepted in lieu of copies but not in lieu of originals.
ARTICLE 23. MISCELLANEOUS 其他约定
This Agreement shall survive termination and expiration. 本协议期满终止。
That each of the parties have set their hands to this CONTRACT AGREEMENT, both personally and as representatives or associates of their companies/ organizations, with full knowledge that each is liable for the remedies prescribed by law for breach or default of the terms contained herein, to which each hereby attests that they are fully cognizant; and all statements made are made and, subject to the penalty of perjury.
IN WITNESS WHEREOF, the parties set their signatures and seals and hereto duly execute the forgoing instrument in English or cause the same to be executed as of the date and day hereunder written.
For and on behalf of the Seller: 卖方代表签署
For and on behalf of the Buyer: 买方代表签署
FULL AND CONFIRMED PROCEDURES 确认程序
1. Buyer confirms Soft Offer and issues an ICPO with full Banking Information addressed to “Seller”.
2. Seller issues Draft contract along with pictures once ICPO is received.
3. The buyer returns the draft contract approved and signed OR with amendment to be approved by seller within 3 business days.
4. After contract has been signed, within 5 banking days the Seller’s bank will issue an Authorization to export by Local government.
Note: Steps 5 and 6 are optional, buyer can go to step 7 to issue Pre-advice directly.
5. After the Export License is verified by Buyer, Buyer’s bank will issue SWIFT MT-999 to inquire the readiness to receive the Pre-advice of DLC by Seller?
6. Seller’s bank will reply via SWIFT MT-999 that they are ready to receive the pre-advice of DLC.
卖方银行以SWIFT MT-999 答复已经准备好了接受预开通知书。
7. Buyer’s bank issues MT-705 Pre-advice of DLC for Seller’s Bank to verify.
8. After the Pre-advice of DLC is accepted by Seller’s Bank, Seller’s Bank will issue 2% non-operative PBG, AQSIQ certificate copy and POP to Buyer’s Bank for verification.
9. After the PBG is verified by Buyer’s Bank, Buyer’s Bank will issue SWIFT MT-700 IRREVOCABLE, TRANSFERABLE DLC to seller’s bank which activates seller’s PBG immediately.
10. The seller sends a Letter of Invitation for Yard Visitation and Inspection to loading Port upon the buyer’s request. The buyer can depute their representatives(five or six person) at seller’s cost to witness operations at the loading port.
11. Delivery commence as scheduled. 根据进程开始运输。
12. Within seven (7) days after the arrival of the vessel and after the CCIC/CIQ at discharging port, payment settlement by Telegraphic Wire Transfer.