Network Scrap Metal Corporation |
1000 North West St # 1501
Wilmington DE 19801
Voice: 202 904 2890
Contract Number: SAMPLE CONTRACT
Acceptance Expiration Date: March 11,2015
Contract Date: March 8, 2015, 10:30 pm
Network Scrap Metal Corporation
1000 North West St #1501
Wilmington, Delaware 19801 USA
Signatory: Corporate Officer
Home Office: 904-215-7911
Global: Washington DC 202-904-2890
123 Any Street
1206 Geneva Switzerland
Voice: 123 456 7890
Fax: to be provided
Signatory: Corporate Officer
§ 1.1 The seller herewith sell and the Buyer herewith purchase in accordance with the specifications and quality described in this contract (hereinafter called "Goods").
§ 1.2 The Specification of the goods is provided in Appendix No. 2 hereto.
II. DELIVERY BASIS AND TERMS
§ 2.1 The Seller shall deliver the goods under delivery of conditions: CIP destination in accordance with INCOTERMS2010.
§ 2.2 Loading Port: Shall be defined in the Delivery Schedule Appendix 3, or as designated by Seller.
§ 2.3 Country of Export: As per Delivery Schedule Appendix 3, or as designated by Seller and Country of Import to be designated by the Buyer.
§ 2.4 The named Ports of destination: for 30 (thirty) days prior to the beginning of shipment of each vessel, the Buyer will inform the Seller about port (ports) destination if different.
§ 2.5 Terms of Delivery are included in the Delivery Schedule in Appendix No.3 hereto.
III. QUANTITY OF GOODS
§ 3.1 The unit of measurement in this contract is metric tons of weight (MTW). Months are calendar months according to the Gregorian calendar.
§ 3.2 Quantity of each shipment is in MTW +/- 5% (plus or minus five percent) as per Delivery Schedule in Appendix 3.
§ 3.3 The total quantity of to be delivered is shown in the Delivery Schedule in Appendix 3 +/- 5% (plus or minus five percent).
§ 3.4 The goods will be delivered over 12 (Twelve ) calendar months in accordance with Delivery Schedule in Appendix No.3 hereto.
§ 3.5 The quantity of goods will be confirmed on a certificate issued by an independent international survey company, SGS, CIQ or CCIC at sellers sole choice and expense. Other quantity inspections at the port of unloading shall be at the buyers expense.
§ 3.6 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% (zero point five percent) shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/- 5% (plus or minus five percent) the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.
IV. QUALITY OF GOODS
§ 4.1 The goods shall conform to the Specifications in Appendix No.2 Corporation hereto.
§ 4.2 The quality of the goods will be confirmed by a certificate issued by an independent international survey company which shall be binding on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the seller. Other quality inspections at the port of unloading shall be at the buyers expense.
V. PRICE AND TOTAL AMOUNT OF CONTRACT
§ 5.1 The Buyer shall pay the Seller in United States Dollars "USD"
§ 5.2 The price of goods is as follows: Iron Ore-Mexico 64.5 is $ XX (XX United States Dollars) per MTW prior to unloading at X,XXX,XXX (X Million, X Hundred Thousand ) MTW per month for 12 (Twelve ) months.
§ 5.3 The monthly value of deliveries is $ XXX,XXX,XXX.XX (XXX Hundred XXX Million United States Dollars) +/- 5% (plus or minus Five Percent).
§ 5.4 The total amount of the contract is about $ X,XXX,XXX,XXX.XX (X Billion, X Hundred X Million United States Dollars) +/- 5% (plus or minus Five Percent).
§ 5.5 The price of goods includes all costs incurred by Seller up to and including delivery basis CIP at the destination port except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored (if vessels are delayed by the buyers failure to unload in a timely manner) on or before expiry of the period stated in sub-clause 6.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding.
§ 5.6 The price includes up to 30 days storage and insurance of any consignment in the port of loading.
VI. DELIVERY TERMS AND PARTIES OBLIGATIONS
§ 6.1 The Seller shall deliver the total quantity of goods within 12 (Twelve ) months period in accordance with the Delivery Schedule, Appendix No.3 hereto.
§ 6.2 The Seller shall start the delivery of the first consignment in accordance with the Procedure & Terms, Appendix No.1 hereto.
§ 6.3 All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and breaches in the provisions will be subject to penalties as per provisions under clauses 11.0 and 12.0 herein.
§ 6.4 The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) will have to bear the costs as well as the costs of storage in the Port of Loading.
§ 6.5 Should the Buyer delay the vessels for loading according to provisions in the delivery schedule or as per sub-clause 8.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing document instead of BOL.
VII. DELIVERY ACCEPTANCE OF GOODS
§ 7.1 Under the condition of delivery CIP, the Seller and Buyer are obligated to pay charges, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the goods over the hand-rail of a vessel in the port of loading shall pass from Seller to the Buyer only if the buyer is providing supplemental insurance.
§ 7.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Sellers account by means of Clean On Board Ocean Bill of Lading marked "Negotiable" and risk if subject to clause 7.1
§ 7.3 The quality and quantity of goods stated in the Bill of Lading, and or WR (Where permitted) shall be conclusive evidence of the quality and quantity of goods delivered.
§ 7.4 No claim(s) against quality or quantity received 30 (thirty) days following receipt of SGS quality or quantity report as appropriate will be taken into consideration or actionable.
VIII. PAYMENT TERMS AND CONDITIONS
§ 8.1 Payment for each consignment in favor of the Seller in the approximate amount of $ 245,000,000.00 (Two Hundred Forty-Five Million United States Dollars) shall be effected 100% (one hundred percent) upon receipt of funds in the sellers designated escrow account then release all documents required in clause 9.0 only to the buyer against payment and not against acceptance.
§ 8.2 Type of Bank instrument as payment guarantee: cash which shall be issued by the buyers bank defined as to be provided directly to the escrow account designated by the seller shown in Appendix 4. to be provided by means of cash wire transfer, in accordance with the terms provided hereto. The initial payment will be issued on or before March 13,2015 otherwise a breech thereof will be declared and subject to demand under clause 8.5.
§ 8.3 The first payment shall be issued in the amount of $ XXX,XXX,XXX.XX (XXX Hundred XXX Million United States Dollars).
§ 8.4 Additional payments are made as shown in Appendix No.4 hereto and shall be subject to approval by the Seller as a condition of the buyers compliance with the present contract.
§ 8.5 In the event that the Buyer fails to make payment in compliance with clause 8.1 or place funds under terms of acceptance verses against payment, then payment for the full contract value shall be made 100% at sight of demand upon the buyers bank without protest by the buyer as a contract breech for liquefiable damages.
§ 8.6 The Seller shall cause to be sent all documents for each consignment designated as documents required for payment in Section 9 of this contract to the Buyer immediately upon clearance of clean and clear funds in the sellers designated escrow account without delay thereto and only then shall the seller have the right to collect the funds from escrow equally without delay.
§ 8.7 For the proper performance of the contract and counter guarantee of the Buyers clean and clear funds, Sellers attached Corporate Performance Bond in the amount of $ X (X Million, X Thousand United States Dollars) with a validity of 12 (Twelve ) + 3 (three) months in case of delays shall become active when funds are transferred from escrow to the seller. The Performance Bond will be the acting instrument immediately from date of reception of the first payment received into the sellers designated escrow account.
§ 8.8 Should the Buyer delay the vessel for loading of the Goods per delivery schedule or submitted notification date or within 7 (seven) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyers expense and risk and receive a Warehouse Receipt that can be used instead of the Bill of Lading.
§ 8.9 All bank charges related to the issuance of the wire transfer are for the Buyers account and all those related to the issuance of the Performance Bond are on the Sellers Account. Bank charges related to the negotiation of either document are for the respective Beneficiary accounts.
§ 8.10 Any extension of the validity of either document will be borne by the side in fault from their extension.
§ 8.11 Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP600 regulations shall apply at any time.
IX. DOCUMENTS DESIGNATED FOR PAYMENT TO RELEASE ESCROW
§ 9.1 The Seller shall provide with each consignment a full set Clean on Board Ocean Bill of Lading signed by an authorized representative of sellers designated shipping company, signed by the Master and showing vessels stamp and showing "CLEAN ON BOARD", following masters remark are acceptable: Wet before shipment: Loaded from open area:.
§ 9.2 Commercial invoice issued by seller: showing Contract Number, description of goods, pieces of bundles of goods if applicable, unit price, total amount, gross/net weights of the goods.
§ 9.3 The Seller shall provide a signed Commercial Invoice to the buyer by either originals at a table top meeting at the Sellers designated location, by courier.
§ 9.4 Quality certificate issued by SGS or other qualified inspection agency in triplicate designated by the seller: showing the quality and all required by chemical structure as shown in Appendix No.2 hereto of the goods according to the present content.
§ 9.5 Quantity assay issued by SGS or other qualified inspection agency as designated by the seller in triplicate, showing the quantity of the goods loaded on board vessel.
X. DOCUMENTS DELIVERED TO BUYER AFTER PAYMENT
§ 10.1 Original certificate of origin if available.
§ 10.2 Masters notice, showing description of goods, name of vessel, B/L No. Gross/Net weights of the goods, pieces or bundles of goods, and estimated time of arrival.
XI. FORCE MAJEURE
§ 11.1 Both sides in this contract will be exonerated from their obligation in case of force majeure event.
§ 11.2 Force majeure is understood as per provisions under ICC600 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.
§ 11.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties exoneration from contractual obligations under Force Majeure event makes such notice impossible.
§ 11.4 The performance of either parties obligations will be in such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.
§ 11.5 Should the delay caused by a Force Majeure event last for more than 1 (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.
§ 11.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under documents in section 9 Bill of Lading.
§ 11.7 The Buyer specifically indemnifies and agrees to hold harmless the Sellers designated bank with absolute immunity under all circumstances.
XII. SELLER LIABILITY
§ 12.1 Goods shall be considered in "full quantity" if within tolerance provided under sub-clause 3.1 and as per delivery schedule. "Date of delivery" shall be the date on the Bill of Lading.
§ 12.2 If Seller fails to deliver full quantity or quality of any consignment, only with the confirmation from the buyer, he has the right to make it complete with the next two consignments.
§ 12.3 Failure to deliver full quantity within extended period will entail penalties at the rate of 0.3% (zero point three percent) pro rata temporize of the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breech is declared automatically.
§ 12.4 Should the Buyer decide, at any time during the monthly period of delivery, to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in port and ready for loading) then the Seller will not be liable for liquidated damages.
§ 12.5 Any sums for which the Seller is liable as penalties for which no provision have been made in this contract are paid by the Sellers Performance Bond against an invoice issued by the Buyer via bank transfer within a maximum of 10 (ten) banking days from the date the invoice is received by the Seller.
XIII. BUYER LIABILITY
§ 13.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are made against invoice issued by Seller and by bank transfer within maximum 10(ten) banking days as for the submitted invoice date.
§ 13.2 "Scheduled date of Arrival" means date when the vessel should be alongside quay and available to take delivery of the Goods as per both Seller and Buyer mutual notifications and provisions in Appendix No.3 hereto.
§ 13.3 Should the vessel not arrive within 15 (fifteen) calendar days as from scheduled/notified date as a result of delays by the buyer at the unload port, the Buyer will pay the Seller penalties at the daily rate of 0.3% (point three percent) pro rata temporize of the value of undelivered goods but the total amount should not exceed 5% (five percent) of their value.
§ 13.4 Should the vessel not arrive for loading within before stated period as a result of the buyer at the unload port, and the goods be stored in the port Warehouse the Buyer will be responsible for the payment to the port authorities at the following rates per day over the permitted 30 days:
§ 13.4(a) 31-60 days $ 1.00 USD/day/MTW
§ 13.4(b) 61-75 days $ 1.50 USD/day/MTW
§ 13.4(c) 76-90 days $ 2.50 USD/day/MTW
§ 13.4(d) Over 90 days is not allowed to keep the goods and the port is entitled to sell the goods to cover losses. These details are to be settled between the Buyer and the Port Authorities.
§ 13.5 The payments of the storage costs in port have no connection with the payment penalties which are paid separately to the Seller.
§ 13.6 To make payment in target dates for each consignment shall be effected by within 3 (three) banking days after receipt by the advising bank of all documents required under clause 9.
§ 13.7 The Buyer undertakes and guarantees that the payment within 5 (five) banking days will send to Seller confirmation about the transfer of funds under the terms of this contract in the favor of the Seller.
XIV. LAW AND ARBITRATION
§ 14.1 The contract is subject to United States Law, ICC rules are to be observed under existing CIGS guidelines and UCC Law will supercede over ICC if in conflict.
§ 14.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract unless breech of payment occurs by the buyer within the terms and conditions of this contract.
§ 14.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be United States of America. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.
§ 14.4 Should payment not be received when scheduled under this contract and Seller declare breech of contract then the Laws of the United States of America shall apply and be deemed automatic for the full contract value and damages claimed therein under UCC law with the authority therein to recover those costs in any country.
XV. CONTRACT TERMINATION
§ 15.1 Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation unless the initial payment is not posted by the buyer, but excluding refusal cause by a Force Majeure event.
§ 15.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of contractual obligations.
§ 15.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the notification date.
§ 16.1 Any of the sides is allowed to assign the contract or payment instrument in order to secure the performance of its obligations.
§ 16.2 Any assignee or legal successor to either party shall assume all obligations and benefits of the contract.
§ 16.3 Assignment is permitted under mandate issued by the Seller.
XVII. GENERAL PROVISIONS
§ 17.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly authorized representatives of both sides.
§ 17.2 Correspondence in the course of the ordinary administration of the contract such as but not limited to notification of anticipated delivery dates might be sent by fax, any electronic means or mail. Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax with an original by courier service and shall be deemed delivered on the evidenced date of the facsimile.
§ 17.3 The language of the contract and the correspondence, notices, invoices, certificates, Bills of Lading shall be English. § 17.4 The contract comprises the present documents, Appendices and Addendums.
§ 17.5 This contract supercedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for the sale and purchase of the goods.
§ 17.6 The liability towards the other party is limited to penalties, charges, damages and remedies expressly stated in this contract. Neither side shall raise any claim on the other for losses of use, profit or contracts, indirect and consequential loss arising under the law of contract or tort including negligence and breech of duty.
§ 17.7 The Buyer acknowledges that the Seller is an American Corporation who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract and subject to the laws of those countries at all times.
§ 17.8 The Buyer acknowledges that commissions are paid in support of this contract and are paid by the Seller unless the buyer breeches this contract then commissions shall be paid by the buyer based upon the total contract value. Any commissions, fees, or other such charges above this amount are the responsibility of the Buyer or unless waived by the Buyer to allow the Seller to be the paymaster for such fees.
XVIII. EFFECTIVE DATE
§ 18.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices.
XIX. CONFIDENTIALITY AGREEMENT
§ 19.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).
§ 19.2 Buyer shall not use the confidential information provided the Seller in such a way as to:
§ 19.2(a) Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, or
§ 19.2(b) Knowingly do anything to cause the Seller to lose any fees or commissions that are due or may become due under the Seller agreement with the suppliers under the Contract, if any, or
§ 19.2(c) Do anything to circumvent the Seller in such a way as to put Seller at a commercial disadvantage with the suppliers or countries under this Contract.
§ 19.3 Seller shall not use the confidential information provided by Buyer in such a way as to:
§ 19.3(a) Circumvent Buyer in the commercial dealings with the Consignee if introduced by the Buyer, or
§ 19.3(b) Knowingly do anything to cause Buyer to lose any fees or commissions if due or may become due under the present Contract and additional appendices, or
§ 19.3(c) Do anything to circumvent Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing,
§ 19.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.
§ 19.5 The obligation of confidentiality of the Seller and Buyer shall remain in force for a period of 5 (five) years from the date hereof.
§ 19.6 Any breach of these provisions will entail payment of damages to the other party.
XX. NON-CIRCUMVENTION AGREEMENT
§ 20.1 The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.
§ 20.2 The Parties shall maintain complete confidentiality regarding each others business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.
§ 20.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.
§ 20.4 The parties recognize the contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contracts revealed by the other party.
§ 20.5 Neither Party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.
§ 20.6 In the event of circumvention by any party whether directly or indirectly, the circumvented Party shall be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces to any right that he may have to claim a reduction of this amount.
§ 20.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.
§ 20.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
§ 20.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.
XXI. ON-SITE INSPECTION
§ 21.1 Access for goods Inspections sought by the Buyer or representatives under this contract shall be granted only after the posting of the operative PAYMENT TYPE and ANY DEPOSITS in favor of the Seller as per clause 8 above.
§ 21.2 The Seller shall on Buyers request within ten (10) days after receipt of the PAYMENT TYPE and ANY DEPOSITS, cause an invitation letter to be sent to the Buyer for the Buyers representative to visit the appropriate facility to verify the availability of the goods or its quality.
§ 21.3 The buyer acknowledges that Clause 22 in its entirety is subject to successful security clearance by the hosting country, its agencies that apply thereto and facility security clearance.
§ 21.4 The buyer shall hold the seller harmless for the failure of the buyer to provide a representative that cannot obtain appropriate security clearance at which point clause 22 in its entirety shall not become a condition of payment.
§ 21.5 The buyer shall perform the on-site inspection at their own cost and risk holding the seller harmless for any act or action as a result thereof.
XXII. ESCROW SERVICES
§ 22.1 The Buyer hereby acknowledges that Tanyushka LLC is providing escrow account services overseen by JP Morgan Company in conjunction with Chase Bank N.A.and The Seller hereby agrees that funds placed in the escrow account cannot be drawn until such time the Documents Designated for Payment to Release Escrow in Section 9 are sent to the Buyer.
§ 22.2 The Buyer hereby indemnifies and agrees to hold harmless Tanyushla LLC, JP Morgan Company and Chase Bank N.A. from any and all liability, errors or ommissions in occurance with this transaction.
§ 22.3 The Buyer hereby agrees that funds placed into escrow cannot be returned if the Seller meets the terms and conditions set forth in Section 9 of this contract.
The ICC 2007 revision, publication 600 shall apply to this contract as well as INCOTERMS-2010 as published by the International Chamber of Commerce.
Network Scrap Metal Corporation
APPENDIX No. 1
PROCEDURE AND TERMS
1. The buyer must provide all information within the contract that has been left blank, and replace the words "Bank" with the name of their Bank if different than recorded.
2. Must sign the contract and send to the Seller for signature. The Seller will sign originals of the contract and will send back to the buyer via email.
3. The Buyers Bank or to be provided will wire transfer funds and notify the seller of its issuance in his favor on or before March 13,2015.
4. After reception by the remitting bank of the buyers funds and verification that the amount matches the contract terms, the Performance Bond automatically become operative at that time.
5. The First shipment will commence no later than 75 (seventy-five) days from date of the clean and clear funds. The remaining consignments will be shipped in each 30 (thirty) day periods as defined in the Appendix.
6. Effect of payment for each consignment shall be effected within 3 (three) banking days of the due date upon submission of documents by the seller to the escrow officer.
7. Upon clearance of funds, disbursement of funds received at the bank of the Seller to pay commissions, shipping fees and yard fees shall occur under Sellers mandate
APPENDIX No. 2
The Seller guarantee to the Buyer that the Goods delivered under the present Contract will correspond to the characteristics shown below:
DESCRIPTION: Iron Ore-Mexico 64.5 - Fe 64.5% reject 63.5%
SiO2 1.9% max
TiO2 0.0022% max
Al2O3 0.06% max
MnO 0.011% max
MgO 0.365% max
Na2O 0.025% max
K2O 0.01% max
P2O5 0.04% max
P 0.0011% max
S 0.001% max
CaO 0.085% Max
Free Moisture Loss @ 105c 8% max
APPENDIX No. 3
1. The shipments of goods in MTW +/- 5% (plus or minus five percent) as per specification under Appendix No.2 of this contract will be made from the port of ASWP; or as designated by the seller upon receipt of an acceptable swift, as follows:
a). The quantity of ship deliveries shall be as follows:
Shipto: SAMPLE COMPANY
123 Any Street
Voice: 123 456 7890
Fax: to be provided
x,xxx,xxx (x Million, x Thousand ) MTW of Iron Ore-Mexico 64.5 from commencing no later than May 22,2015 with an initial estimated arrival date of April 21,2015 at the port of ASWP, and ending on March 18,2016 if funds are receieved as designated in this contract.
b). The first set of monthly quantity of goods will ship no later than 75 days from date issued of the operative payment. The remaining monthly consignments will be shipped in each 30 (thirty) days from date of first payment.
2. Loading Terms: The seller shall advise the Buyer not less than 30 (thirty) days before the planned delivery of each consignment so that the Buyer may take delivery. The Seller shall immediately notify the Buyer of any change to the delivery date that has been previously notified. The Seller's notification shall contain the following information:
a). Goods type, description, quantity and size
b). Date when the vessel should be made available for unloading.
c). Port from which delivery should be made for unloading.
d). Vessel master is to advise Seller's agent at loading with the following details: vessel's name, flag, age, size, date of arrival, capacity, no. of hatches, no. of cargo holds, quantity loaded by hold and particulars of vessel readiness to effect cargo through all or part of the hatches.
e). Vessel master shall give 72/36/24 hours final notice of vessel's ETA at port of unloading to Seller's agent at port of unloading. Such notices given during office hrs., WIBON, WIPPON, WCCON, Lay time to commence from 1:00PM, if vessel's notice of readiness to unload is given before noon, and before from 8:00Am next working day, if notice is given after noon.
The rate of unloading is 25,000 MTW for 24hrs unless it is not possible at the discharge port. Time from 17:00hrs on Saturday to 06:00 hrs Monday or from 12:00 hours on Thursday to 06:00 hrs on the day succeeding such holidays are excluded, even if used. Shall the vessel be unloaded at less than average rate, the Buyer shall pay demurrage according to OP conditions, pro-rata for any part of the day.
Demurrage or dispatch at the port of unloading is to be settled by the Buyer within 5 banking days from receipt of vessel's master commercial invoice.
Shall the vessel be required to shift from one berth to another at port of unloading, time used in shifting shall not count as lay time: however, the cost of shifting shall be to the Buyers account.
3. Insurance of Goods for voyage is the Seller's sole responsibility unless the shipment is done under FOB terms.
4. The Seller shall not be liable under Clause 10 provisions in the extent that the Buyer delays the vessel at unloading port or fail to take delivery or the Seller is otherwise excused of a default by the Buyer or Force Majeure.
APPENDIX No. 4
GUIDELINE FOR PAYMENT WIRE TRANSFER
Dear SAMPLE COMPANY
Regarding your contract 1234567890, please ask your bank to send a wire transfer for the first shipment in the amount of $ xxx,xxx,xxx.xx (xxx Million United States Dollars) according to the following coordinates as the Sellers designated escrow account or have your Bank Officer contact us direct for the unconditional transfer.
Bank: JP Morgan Chase Bank N.A.
Beneficiary: Tanyushka LLC
273 Cedar Run Drive
Fleming Island, Florida 32003 U.S.A.
Account Holder: Tanyushka LLC
Account Account Number: xxxxxxxx Swift: CHAUS33
Notify: Network Scrap Metal Inc at 202-904-2890
APPENDIX No. 5
CORPORATE PERFORMANCE BOND GUARANTEE
ISSUER: Network Scrap Metal Corporation
PERFORMANCE BOND NUMBER: 1234567890
DATE OF ISSUE: March 8, 2015, 10:30 pm
DATE OF MATURITY:
DATE OF EXPIRATION:
BENEFICIARY: SAMPLE COMPANY
We have concluded Contract sale-purchase under 1234567890 with Network Scrap Metal Corporation for the delivery of goods, according to INCOTERMS-2013. As security for the due performance of the delivery of the goods, an indemnity by a bank shall be furnished amounting to $ x (x Million,x Thousand United States Dollars) as per provisions in the contract if not performed within 30 (thirty) days of receipt of clean and clear funds.
We Network Scrap Metal Corporation herewith irrevocably undertake to pay on your first demand, irrespective of the validity and the effects of the above mentioned contract and waiving all rights of objection and defense arising from the said Contract any amount up to $ x (x Million, x Thousand United States Dollars) upon receipt of duly signed written request by your side for payment and your written confirmation that Network Scrap Metal Corporation has failed to deliver the ordered merchandise or not delivered such merchandise as specified in the above mentioned Contract and expires in full and automatically in case your request for payment and your written confirmation together with to be provided confirmation of your signatures are not in our possession on or before that date. For the purpose of identification, your request for payment and your confirmation hereunder have to be presented to us through the intermediary of to be provided, confirming that the signatures are binding for your firm.
This indemnity is governed by the ICC rule, place of jurisdiction is United States of America.
This guarantee is valid for 12 (Twelve ) months, Upon expiry this guarantee will become null and void and of no consequence whether returned to us or not.
This Guarantee shall be valid upon receipt of payment issued in favor of the Seller.
Network Scrap Metal Corporation