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Draft contract based on DAF conditions
CONTRACT No.02-ÌÒ/2005 Moscow «__»________ 2005
«___________________», _____________, represented by ______________
hereinafter referred to as the Seller, on the one hand, and «___________________»,
_______, represented by ____________, hereinafter referred to as the Buyer, on
the other hand, have concluded this Contract as follows.
1. Subject of the Contract. 1.1. The Seller
shall sell and the Purchaser shall purchase the steam coal produced by Kuzbass,
Russia, on terms DAF – station __________, __________. 1.2.
The quantity of the Goods to be delivered shall be stipulated in the Addenda to
the present Contract. 2. Quality of the
Goods. 2.1. The coal under this Contract shall
be in accordance with specification indicated in the Addenda to the present contract.
3. Quantity of the Goods.
3.1. The coal under this Contract shall be in accordance with quantity
indicated in the Addenda to the present contract. 3.2.
A unit of measurements of the Goods is Metric ton ( ÌÒ ).
4. Terms of Delivery. 4 .1. The time and term
of delivery are specified in Addenda’s to the present Contract.
4.2. The supply date shall be the date of actual shipment of the Goods
through the customs border of the Russian Federation specified in the cargo customs
declaration with a mark about the Goods importation made at the customs. Changes
of the supply terms and Goods quantity shall be allowed upon the Parties’ agreement.
5. Price of the Goods.
5.1. The price of the goods as per the present Contract is fixed in the
appropriate Addenda to the present Contract. 5.2. The
Price of the goods can be revised not later 10 numbers of the month proceeding
for month of the dispatch of goods. 6.
Acceptance of the Goods. 6.1.Quantity of the Goods
is determined by the railway consignment note of the Consignor. The Buyer has
the right to check the weight of the Goods at the moment of its acceptance at
the station of destination. In case of a divergence of total weight of the Goods,
shipped by the Seller, and weight of the Goods, determined on its acceptance at
the station of destination, more than 1.0 %, the Buyer has the right to make a
complaint on the shortage more than 1% of all the party, that should be confirmed
by the appropriate acts of the general form certified forwarding agents of a cargo
in the port of loading and representatives of railway station.
6.2. The Goods quality shall be appraised at the Seller’s
expense in accordance with the certificate of the coal quality analysis or the
Inspection Report developed by an independent inspection company at the load station,
attached individually for each batch of Goods. A batch of Goods shall mean the
volume that is shipped at a time. 6.3. The Buyer has
the right to check for his own account the quality of the goods in the railway
car inviting for this purpose an independent expert organization, which is to
take samples according to the international standards of ISO or ASTM.
6.4. The disputes which have arisen between the Seller and the Buyer
by results of definition of quality of the Goods, the Party solve by negotiations.
And to take analyses of quality of coal with attraction of the independent inspection
company (at a mutual choice of both parties), those certificates of quality will
be considered as final. 6.5. Under Independent international
inspection company understands Incolab or SGS. 6.6. Samples
for the assessment of the Goods quality shall be selected at the dispatch station
after coal loading into railway cars, at the receiving stations before coal unloading
from railway cars.
7. Transport Conditions 7.1. The Goods shipment
shall be done with railway transport at a cargo-handling speed.
7.2. Before the 1-st day of the shipment month The Buyer shall provide
to The Seller instructions about how to fill railroad bills of lading.
7.3. The Goods under this Contract shall be supplied on the terms specified
in the Appendices to this Contract and Regulations about International Commercial
Terms Interpretation - «INCOTERMS 2000» (International Chamber of Commerce, Paris,
Publication No.560). 8. Terms of Payment.
8.1. Payment for the shipped Goods shall be
made in accordance with the Addenda’s to this Contract. 8.2.
Any banking expenses of the Bank of the Seller are paid by the Seller, of the
Bank of the Buyer – by the Buyer. In case the corresponding bank is used by the
Seller, all the expenses are covered by the Seller, in case the corresponding
bank is used by the Buyer, the Buyer covers all the expenses. 8.3.
The Final balances on weight (according to railway invoice) and on Calorific Value
( according to certificate quality SGS or Incolab) are produced for 5 bank days
since day of the performing the terms of delivery given contract and on the grounds
of commercial count exposed by Seller. 8.4 . Actual price
of Goods pays on formula: Real Price =(Min.real NVC * Basic Price)/ Min.basic
NVC For basic undermost Net Calorific Value content is taken Q min.basic
= 6 000 kcal/kgs 9. The Seller is obliged
: 9.1. The Sellershall be obliged to conclude
with the Carrier an agreement about the Goods transportation from the dispatch
station to the receiving station. 9.2. Within 5 business
days from the moment of shipment the Seller shall forward to the Buyer the following
documents by fax or by e-mail: - 1 (one) copy of the Shipping List
with an indication of the numbers of railroad bills of lading subject to the Agreement
on International Railway Freight Traffic, cars numbers, and weight ;
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1 (one) copy of the Certificate of Quality;
- 1 (one) copy of the Certificate
of quality from independent International inspection company.
10. Buyer’s Obligations 10.1.
The Buyer shall provide to the Seller all information that will be required for
filling of railway bills of lading subject to the Agreement on International Railway
Freight Traffic, including: - the name of the receiving station and
railway;
- consignee’s name;
- consignee’s mailing address;
and shall provide to the Vendor a copy of a telegram that is a confirmation from
the receiving station about preparedness to receive the cargo.
10.2. Within ten days from the moment of receipt of a regular batch of
Goods the Buyer shall submit to the Vendor the originals or two-sided copies of
the first and the fifth pages of railway bills of lading subject to the Agreement
on International Railway Freight Traffic with stamps about the border crossing
and marks of the releasing customs, and the consignee’s original seal.
10.3. In the event if the Buyer provides incorrect information for filling
of railway bills of lading or does not accept the batch of Goods as soon as the
Goods are submitted to the Buyer’s disposal subject to the delivery schedule and
the Contract terms without any grounded reasons proved with a duly developed reclamation,
all risks that the Goods may be subject to, as well as all costs and losses that
as a result of this may be suffered by the Seller, shall apply to it.
11. Claims. 11.1.
The Purchaser and the Seller shall be entitled to make any claim with respect
to the quality and quantity of coal delivered but within 2 5 days after the delivery
date . (Delivery date of the cargo on station of the consigner )
11.2. The Parties shall support the claims with the original certificates
issued by an independent surveyor. 11.3. The claims shall
describe in details the essence thereof, demands of the affected Party, etc. The
claims which do not contain all the necessary data (Invoice date, contract date,
description of the Goods, weight, etc.) shall be considered as incomplete and
shall not be accepted into consideration. 11.4. The Party,
which takes the made claims into consideration, shall give the own decision to
the second Party within 15 days after the date of receiving the said claims. The
Party, which receives the claims, shall be entitled to verify through the own
representatives on site whether the claims are justified.
12. Force-Majeure. 12.1 . The Parties shall
be released from any responsibility for partial or full failure of their duties
under this Contract provided that such failure results from the force majeure
circumstances, namely, acts of God, strikes, wars, rebels, embargo, export or
import prohibition, and other similar or different circumstances.
12.2. If the unexpected circumstances or causes prevent the Parties from
execution of their duties under this Contract for more than 90 days, then this
Contract may be annulled on agreement of both Parties. The certificate issued
by the competent Chamber of Commerce and Industry shall act as a proper evidence
of the effect of the aforementioned circumstances and duration thereof.
1 3. Arbitration 1 3 .1. All disputes arising
out of or in connection with the present Contract, including disputes on its conclusion,
binding effects, amendment and termination shall be resolved, to the exclusion
of the ordinary courts by a three-person Arbitral Tribunal in accordance with
the International Arbitration Rules of the Moscow Chamber of Commerce.
1 3 .2. If there are no more than two Parties involved in the procedure,
each party nominates an arbitrator. The arbitration proceeding shall be conducted
in the English language. The seat of the arbitration shall be in Moscow.
14. Miscellaneous Provisions.
14.1. After signing this Contract, all the prior negotiations and communications
thereunder shall become invalid. 14.2. Any amendments
and addenda to this Contract shall be considered as valid only in case they are
made in writing and executed by the Parties under this Contract.
14.3. None of the Parties under this Contract shall Be entitled to transfer
the own rights or duties arising from this Contract or in connection thereof to
any third persons without the prior written consent of each other, and the Parties
shall observe the provisions of confidentiality. All the communications in connection
with execution of this Contract shall be sent to the addresses, which are specified
in this Contract. 14.4. This Contract shall be made in
two copies in Russian and English languages. All the copies shall have the same
legal force. 14.5. This Contract is valid from the moment
of its signing till December 31, 20_____
15. Legal Addresses of the Parties.
The Purchaser: « _________________________________________ »
Signatures of the Parties Click here to download
full version of contract "Draft contract based on DAF conditions"
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