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Draft contract based on FOB conditions CONTRACT
¹ __-__/2005 Moscow ________ 2005
«___________________», _____________, represented by ______________ hereinafter
referred to as the Seller, on the one hand, and «___________________»,
_______, represented by ____________, hereinafter referred to as the Purchaser,
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 Russian
coal, produced by Kuzbass, Russia, on terms FOB port __________, ____ (according
to edition Incoterms 2000). The quantity of the Goods to be delivered shall be
stipulated in the Addenda to the present Contract.
2. Quantity of the Goods.
2.1. The coal under this Contract shall be in accordance with quantity
indicated in the Addenda to the present contract. 2.2.
A unit of measurements of the Goods is Metric ton (ÌÒ) 2.3.
The quantity of the shipped Goods should be defined in item of loading.
3. Quality of the Goods.
3.1. The coal under this Contract shall be in accordance with specification
indicated in the Addenda to the present contract.
4. Terms of Delivery.
4.1. The time of delivery shall be indicated in the Addenda to the present
Contract. 4.2. The exact dates of delivery of each lot
shall be agreed upon in a written form by fax and e-mail at least 15 days prior
to the expected date of the vessel’s arrival at the loading port.
4.3. In case of change of the dates of delivery on the Purchaser’s initiative
after the confirmation of the vessel and the exact dates of delivery by the Seller
the Parties shall agree upon the possibility of delivery of this cargo in the
new dates in addition. 4.4. The date of Bill of Lading
shall be considered as the date of delivery.
5. Price of the Goods. 5.1. The price of the
Russian coal as per the present Contract is fixed in the appropriate Addenda to
the present Contract.
6. Determination of Quality and Quantity of the Goods.
6.1. The coal to be sold under this Contract shall be considered as delivered
by the Seller and accepted by the Purchaser as follows: A. as
for quantity: In accordance with the weight specified in the Â
ill of Lading. B. as for quality: In accordance
with the Certificate of Quality or Report of Findings to be made by the Incolab
independent inspection company at the port of loading , on The Purchasers account
. The Purchaser or the Seller together have a right at its own expense to check
the quality by using independent inspection company of the coal delivered at the
port of shipment while shipping the coal aboard m/v with the issue of appropriate
certificates of quality. 6.2. 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.
6.3. Under Independent international inspection company understands Incolab
or SGS company.
7. Terms of Payment. 7.1. Monetary assets are
transferred by way of irrevocable, divisible, transferable, confirmed letter of
credit ( hereinafter - "Letter of credit") in favour of Seller. Draft
Credit is subject to approval by the Seller and is sent to the Seller by fax and
e-mail. 7.2. In 5 banking days, after date of sign the
present contract Buyer issues the Credit in favour of the Seller to the amount
equal to 100% of the cost of the monthly consignment with the validity of the
Credit not less than 55 days (Unified regulations and norms for documentary credits,
as approved by International Chamber of Commerce, ICC publication #500, year of
issue - 1993) The Buyer should provide notification of the Seller on the
issue of Credit, specifying the number of the Credit, the amount of payment and
the date of issue. The corresponding notification should be made within one day
from the date of issue of the Credit. The Credit is considered accepted by the
Seller from the moment the Buyer receives notification of approval and responsiveness
to make deliveries under the Credit. In case the Credit is issued on conditions
differing from the conditions specified in the present Contract, the Buyer assumes
obligations to eliminate violations of the present Contract. 7.3.
The Credit should correspond to Unified regulations and norms for documentary
credits, as approved by International Chamber of Commerce, ICC publication #500,
year of issue- 1993 7.4. The Credit is executed in installments
for each batch delivered by sea vessel within the limits of monthly consignments
of Goods. 7.5. Payment under Credit is made against the
following documents (executed in English) submitted to the executive bank:
a) – 2(two) original and 3(three) copies of the bill of lading. Each
original should bear the signature of the captain of the vessel and the clearly
distinguishable seal of the vessel. The following notes and comments of the captain
are acceptable: “Damp prior to loading”, “Loaded from open site”, “marked clean
on board and freight payable as per charter party” b)
- 1 (one) original and 2 (two ) copies of the commercial invoice for payment for
the goods, issued in favour of the issuer of the Credit; c)
- 1 (one) copy of the certificate of origin; issued by the local chamber of commerce;
d) - 1 (one) original certificate of quality by independent
inspection company; e) – 1 (one) original of Captain’s
Receipt of following documents: - 1 original commercial invoice
-
1 original bill of lading
- 1 original certificate of origin issued by
local chamber of commerce
The documents should be presented within
the period of validity of the Credit. 7.6. 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. 7.7.
The Final balances on weight (according to bill of lading ) and on quality (according
to certificate quality of independent inspection company ) are produced for 5
bank days since day of the performing the terms of delivery ( FOB – port________
) given contract and on the grounds of commercial count exposed by Seller.
8. Transport Conditions and Documentation.
8.1. The Purchaser is obliged: 8.1.1. Not later
than 72 hours before the start of the loading to give shipping orders to the Seller
necessary for making normative actions at the port customs house and to instruct
the Seller on making and forwarding of shipping documents. 8.1.2.
To agree with the Purchaser by fax and e-mail within 2 days (including sending
by fax and e-mail the charterer’s inquiry, upon the name, technical parameters
and laycan of the vessel – not less than 10 days before the start of the laycan,
to inform the Purchaser about vessel’s ETA - 72, 48, 24 hours prior to the arrival.
8.1.3. The vessel nominated by the Purchaser should be
technically fit to loading a given cargo at the port. 8.1.4.
In case the vessel arrives for additional loading at the port the vessels should
have free cargo holds or the previously loaded cargo should be stevedored in accordance
with the plan to allow loading additional cargo onboard through the hatches.
8.1. 5 . In case of demurrage of the vessel at the loading port or being
in the road through the Seller’s fault (absence or lack of the Goods, loading
rate infringement, impossibility of full vessel loading due to false information
from the Seller, etc.), the latter shall pay a demurrage to the Purchaser at the
rate indicated in the Charter Party. 8.1.6. In the event
of the ship demurrage at the shipping port or inroad through the Buyer's
fault (failure to pay before embarkation starts, delay of loading operations
through the Buyer's fault, etc.), the Seller shall not be liable to the Buyer
for the ship demurrage. The Buyer shall pay for all possible costs and losses
that may arise in the shipping port.
9.2. The Seller is obliged: 9.2.1. To inform
the Purchaser regularly about the quantity of the cargo unloaded at the port with
tonnage indication. 9.2.2. To inform the Purchaser regularly
about the course of a vessel loading at the port every day. Should any situation
which prevents making the shipping documents in accordance with transportation
instructions arise, the Seller shall advise the Purchaser immediately about disparities
discovered and recommendations of their corrections. 9.2.3.
Within 24 hours to inform the Purchaser by e-mail about the completion of cargo
loading as per the Purchaser’s instructions. 9.2.4. To
make all effort to protect commercial interests of the Purchaser under any conflict
circumstances. 9.2.5. in any case, the total l/c quantity
of coal must be load ready maximum in 30 days from the l/c receipt date .
10. Lay time calculation.
10 .1. The loading rate at the port Berdiansk is fixed as 2500 mt per
day ___________________ 10.2. The Notice of the vessel
arrival to the port shall be given by the Master 72, 48 and 24 hours prior to
the vessel arrival to the port. 10.3. The Notice of Readiness
of the vessel shall be accepted by the Seller and lay time counts as per GENCON
CP CLAUSE. 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 ( the date of Bill of Lading). 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 ten 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. 11.5. In default
the Buyer from the Goods made and shipped in port, the Seller has the right to
expose to the Buyer the claim on default of treaty obligations. The sum of the
claim will include all charges, the losses of the Seller connected to transportation
and storage of the Goods in port.
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. 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.
13. 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 Church Chamber of Commerce in Zurich,
Switzerland. 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 Z urich , Switzerland .
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 FOB conditions"
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