This Contract made and entered into on the date of by and between:
This Contract made and entered into on the date of by and between:
Address: 地址：UmmQsaar, Iraq
Hereinafter called the “Seller” and
Hereinafter called the “Buyer” and
Whereas: Seller and Buyer, each with full corporate authority, certifies, represents and warrants that each can fulfill the requirements of this Contract and respectively provides the products and the funds referred to herein, on time and under the terms agreed to hereafter.
Whereas: Buyer hereby agrees and makes an irrevocable firm contract to purchase 30,000 MT ( Thirty thousand Metric Tons) MT (+/-5%) of yellow sulphur, FOB UmmQsaar, Iraq, INCOTERMS 2000.
Whereas: Seller and Buyer both agree to finalize this contract under the terms and conditions expressed herein; the product offered for sale is subject only to the terms and conditions contained in this contract and are strictly confidential between Buyer and Seller and is therefore agreed as follows:
“Business day” shall mean Monday through Friday, and shall exclude Saturday, Sunday, and holidays.
“Demurrage” shall mean any surcharge charged for delays beyond the allowed time for loading or unloading the product from the vessel(s), whether charged by the port or the owner or operator of the vessel(s).
“Shipment” shall mean a delivery of the entire product which is delivered by one vessel at one time, in quantities outlined in this contract.
“Port of Loading” shall be the port in the Port of Loading Country where vessel(s) will be loaded with Product.
“Vessel” or “vessels” shall mean the vessel(s) which transport(s) the product.
INCOTERMS 2000. All terms which are defined by INCOTERMS 2000 shall have the meaning given by International Chamber of Commerce.
Time. In the event a time period ends or starts on a Saturday, Sunday, holiday or on a day which does not qualify as a business day, the time period shall be extended to the next business day.
Language. The language of all communications required by or occurring within this contract shall be English.
Units. Unless otherwise specified herein, currency shall be expressed in US. Dollars (USD.); weight shall be expressed in metric tons (MT.); length shall be expressed in meters (M.) or according to the metric system and, months shall be expressed in calendar months according to the Gregorian calendar.
Yellow sulphur shall conform to the specifications outlined in Appendix “A”, and/or international standard specifications.
2.Origin: Iraq 原产地 伊拉克
3 Port of .Destination and Loading:卸货港与装运港
Destination port is and loading port is UmmQsaar, Iraq except that the port of destination shall not be a U.S. sanctioned port or Country. Notification of cargo readiness shall begin within thirty (30) days after receipt and confirmation of an operative financial instrument.
A minimum load rate of SEVEN THOUSAND METRIC TONS (7,000 MT) per weather working day (PWWD) is guaranteed by the Seller. Also buyer must guarantee berthing if he receives the arrival notice with seven days in advance. Also, all unloading charges at per buyer’s cost and risk.
4.Product delivery at unloading port and acceptance:
Seller shall nominate suitable vessel at least seven (7) banking days prior to shipment. Vessel nominated for loading the product shall be a minimum of 30,000 DWCC, max 20 years old, minimum 3 holds/hatches, having fully operational cargo gear of minimum 10 MTS SWL cranes (or otherwise agreed by Seller in Writing), fully compliant with all international regulations of flag, safety, ism, insured for hull and machinery and covered by a first class P & I club. All taxes / dues for the vessel and ocean freight shall be the sole responsibility of buyer.
Notice of readiness at UmmQsaar, Iraq shall be tendered when the vessel in all aspects are ready for berthing in accordance with this contract and under the Charter Party Contract. Seller shall have the berthing arranged at the loading port and ready to start the loading, if buyer inform estimated arrival day within 7 days in advance. The seller will grant berthing of the vessel within 7 (Seven) days of the receipt of the estimated arrival date by the Shipping Agent or Buyer, which may not be unreasonably withhold.
The total quantity of product delivered in this contract shall be determined by the certifications of weight issued by the inspection authority for each vessel loaded. Buyer shall be responsible for payment of the entire quantity shipped and/or delivered.
6. Product Weight and Quality:重量和质量
The Seller guarantees that the product of yellow sulphur be inspected with an inspection certificate of weight and quality and such certificate shall be provided by Société Générale De Surveillance (SGS) and/ or other inspection authority agreed to by the parties 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 (I.C.C.) rules.
30,000 MT (TWENTY FIVE THOUSAND METRIC TONS) MT (+/- 5%) yellow sulfur.
8.Product Packaging and Packing:包装
The product will be delivered on bulk. 货物散装运输。
9.Price Per Metric Ton:单价
Yellow Sulfur $ USD/MT) per metric ton UmmQsaar Port, Iraq INCOTERMS 2000. 按照国际贸易术语2000通则，硫磺价格为 美元 / 每吨。
10.Total Contract Amount:合同金额
$_______ USD ( UNITED STATES DOLLARS) (+/- 5%)
11. Payment Terms and Financial Instrument:付款方式和金融工具
An Irrevocable Fully Funded, Revolving, Transferable Documentary Letter of Credit, payable 100% at sight port of loading and issued of confirmed by a top 25 ranked World Bank; The final letter of credit shall be in a form acceptable to Seller in its sole and absolute discretion
If the terms of the financial instrument are not in accordance with the terms of the contract or are unacceptable to the Seller and/or the Seller’s bank, this contract shall be voidable at the sole discretion of the Seller if the Buyer fails to cure any and all defective terms and/or deficiencies contained in the financial instrument within 30 days from the original issued payment instrument.
Buyer shall arrange for its bank to provide the Seller a copy of the financial instrument via swift and e-mail or fax on the day on which it is issued.
In the event that the Buyer fails to issue the financial instrument in compliance with this contract, then Buyer shall immediately pay upon Seller’s written demand, without protest an amount equal to two percent (2%) of the aggregate price for all shipments payable under this contract. The parties expressly acknowledge and agree that said payment shall be liquidated damages, is considered to be fair and reasonable by all parties and is not a penalty.
Seller’s banking information 卖方银行信息
Buyers banking information 买方银行信息
Buyer hereby waives any right to a performance bond.
13.Proof of Product:供货证明
Proof of Product shall be provided by Seller after execution of this contract. Proof of Product shall be in the form of full title showing Seller as the clear and unencumbered owner of 100% of the product.
A full set of the following documents will be presented to the Buyer:卖方应提供的单据如下：
A.Original signed commercial invoices;正签发票
B.Original certificate of quality, quantity and weight inspection issued by the inspection company only;
C.Original certificate of origin;正本原产地证书
D.Original Packing List;正本装箱单
E.3 originals and 3 copies of charter party and bill of lading.租船协议和海运提单各3份正本3份复印件。
The Buyer shall provide insurance for the Product at the Buyer’s sole expense and responsibility once title has been transferred to the Buyer. If damage occurs to the product, product packaging or to any aspect thereof after Buyer has taken title to the product, the seller shall not be responsible in any matter for damage occurring to the product, product packaging or any other aspect thereof after buyer has received title to the product.
Seller is responsible for any and all demurrage charges incurred at any time after the master or his agent present to Seller or his agent a duly notice of readiness at the loading port. A request of US$ 50,000.00 bank guarantee is required to protect the buyer of demurrage as per the governing charter party.
17.Import Facilities, Documents, Taxes and Fees:进口条件，文件，税费和其他费用
Buyer and Seller are responsible individually for their own taxes, levies, charges, tariffs, fees and costs of any nature imposed by any country having any effect on this contract. Buyer must have all permissions and permits required for the purchase, loading, transportation, unloading and selling of the product in the importing country. Buyer is solely responsible for securing all permits, licenses and any and all other documents required by the government of the importing. Seller is not responsible to secure, nor provide any such documentation. Buyer is responsible for all costs associated with securing such documentation and all costs and penalties imposed by any country’s and/or any countries’ governmental agencies if such documents are not provided.
Neither party to this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, war, military operation or local emergency. The parties do hereby accept the international provision of “force majeure” as published by the International Chamber of Commerce, Geneva, Switzerland, and as defined by I.C.C. rules uniform customs and practice.
19.Disputes and Arbitration:争端与仲裁
If a dispute arises relating to this contract in any way, the party making said dispute shall forward written notice of the dispute to the other party via overnight courier with such notices to be sent to the other party’s business address.The parties hereby agree to attempt to settle all disputes amicably and expeditiously. If settlement is not reached within ninety (90) days of receipt of written notice of dispute, the dispute in question shall be submitted and settled by arbitration at the International Arbitration Association Chambers, in . by one or more arbitrators appointed in accordance with said rules. In the event of a dispute, each party is responsible for payment of its own fees and costs including, but not limited to, attorneys’ fees. Neither party is responsible for the others party’s fees and costs, including, but not limited to, attorneys’ fees, regardless of the outcome to the dispute and without respect to the prevailing party.
20. Authority to Execute This Contract: 签约授权
The parties to this contract declare that they have full authority to execute this document and agree to be fully bound by the terms and conditions set forth herein.
21.Execution of This Contract:签署方式
This contract may be executed simultaneously in two or more counterparts via email or facsimile transmission, each of which shall be deemed as originals and legally binding.
22. Governing law: 准据法
This contract shall be governed, and interpreted in accordance with the United Nation’s Convention for the Sale of Goods (UN Convention). In the event of inconsistency between this contract and the provisions of the UN Convention, this contract shall have priority for the purpose of Article 39 of the UN Convention. A reasonable period of time shall be deemed to be Fourteen (14) banking days.
23.Language used: 语言
The English language shall be used for all communication. 以英语为交流语言。
This Contractis assignable and transferable by either party, with prior written notice given to the other party at least Fourteen (14) days in advance of the assignment or transfer becoming effective.
25.Non-Circumvention and Non-Disclosure: 不欺诈，不泄露
The parties accept and agree to the provisions of the International Chamber of Commerce, Geneva, Switzerland for non-circumvention and non-disclosure with regard 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 (3) three years from the date of execution of this contract.
Each item of confidential information disclosed by one party shall be held in confidence by the other party and used only for the purposes stated in this Contract during the term of this contract and for five (5) years after the termination or expiration of this contract (“confidentiality term”). Buyer shall have the right to disseminate and use any such information in the process of sale of the product to its Buyers.
26.Contract Term 合同条款
Twelve (12) months and twenty (20) days including the first twenty to thirty (20-30) days when the product is being prepared.
Buyer confirms that said funds are good, clean, cleared, unencumbered, legitimately earned and of non-criminal origin.
No modification of this Contractor of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by all parties to this Contract. Further, no evidence of any modification shall be offered or received as evidence in any proceeding or litigation or arbitration between the parties arising out of or affecting this Contractor the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed by all parties.
Except as otherwise referenced herein including, without limitation, a force majeure event, should the either party fail to perform on time as stipulated in this contract, the Seller or Buyer shall be granted an opportunity to cure said default for a period of fourteen days (14) banking days (“cure period”).
28.Representations and Warranties. 陈述与保证
Buyer recognizes that Seller is a re-Seller of the product and as such is not the manufacturer of the product.
29.Understanding of Contract. 对合同的理解
The parties represent and warrant that (a) they have consulted with an attorney of their choosing concerning this Contract, (b) they have carefully read and fully understand all of the provisions of this Contract, (c) they are voluntarily entering into this Contract, and (d) they are not relying on any representations, warranties, statements, or Contracts other than those that are contained in this Contract.
各方承认：(a) 各方均就本合同咨询过自己的律师；(b) 已经认真阅读并充分理解了本合同条款；(c) 各方自愿签署本合同；(d) 各方不依赖除已经载入本合同之外的任何陈述、保证、声明或其他约定。
30. Counterparts. 副本
This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.
31. Entire Contract. 合同的完整性
This Contract represents the entire understanding and Contract between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such parties.
32. Invalid Provision(s). 对无效条款的处理
The invalidity or unenforceability of a particular provision or portion thereof in this Contract shall not affect the other provisions or portion hereof, and if any one of them is found to be unenforceable, the other provisions shall remain fully valid and enforceable as if such invalid or unenforceable provisions were omitted.
33. Waiver of Rights. 权利的放弃
No failure of any party to exercise any rights given such party hereunder or to insist upon strict compliance by any party with their obligations hereunder, and no custom or practice of the parties in variance with the terms hereof shall constitute a waiver of the parties’ right to demand exact compliance with the terms hereof.
34. Modification of Contract. 合同的变更
No modification of this Contractor of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by all parties to this Contract. Further, no evidence of any modification shall be offered or received as evidence in any proceeding or litigation between the parties arising out of or affecting this Contractor the rights or obligations of any party hereunder, unless such waiver or modification is in writing and duly executed by all parties.
35. Construction of Contract. 合同的解释
The parties agree that they have participated equally in the preparation of this Contract. As a result, the parties agree that no provision of this Contract shall be construed more strictly against any party.
36. Binding Effect of Contract. 约束力
This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.
37. Commissions. 佣金
Buyer will pay Discovery Commodities, Singapore US$ 1.50 per MT shipped.
Seller will pay Hiwa Tillakoy, Sweden US$ 1.50 per MT shipped
卖方按已装船支付瑞典经纪人Hiwa Tillakoy, Sweden 佣金每吨1.50美元。
38. Brokers. 经纪人
Seller and buyer recognize the brokers involved in this transaction whom facilitate and work together with buyer and seller to get the business done.
APPENDIX “A” 附件A
Product Specification: 产品规格
Commodity:品名 Granular Sulphur in Bulk 粒状硫磺，散装。
Color: 色泽 Bright yellow 淡黄
Purity on dry basis: 纯度及干燥度 99.5% Minimum.最少99.5%
Moisture: 潮湿度 0.50% maximum最高0.50%
Acidity:酸度 0.03% Maximum.最高0.03%
Ash Content:含灰量 0.08 % Maximum最高0.08 %
Organic matter:有机物质 0.09% Maximum最高0.09%