a.The Seller shall provide and make necessary arrangements at the loading port to enable the vessel reachand leave safely.
b. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and
applicable regulations of governmental, local and port authorities at the loading port are executed accordingly;
(including pilotage, port authority payment, etc.,).
c. The Buyer shall be responsible for their right of title to cargo reassignment/programming fee, to enable the
reflection of the Buyer’s lifting details, in the NNPC data base.
15. Nominations, Shipment &Procedure for:CIF ROTTERDAM:
a.The Seller shall provide and make necessary arrangements at the loading port to enable the vessel reachand leave safely.
b. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and
applicable regulations of governmental, local and port authorities at the loading port are executed accordingly;
(including pilotage, port authority payment, etc.,).
c. The Buyer shall be responsible for their right of title to cargo reassignment/programming fee, to enable the
reflection of the Buyer’s lifting details, in the NNPC data base.
15. Nominations, Shipment &Procedure for:CIF ROTTERDAM:
1: THE BUYER &THE SELLER SIGN AND SEAL CONTRACT AND EXCHANGE THE SIGNED
COPY BY ELECTRONIC MAIL. THE ELECTRONICALLY SIGNED COPY OF SPA BY BOTH
PARTIES IS CONSIDERED LEGALLY BINDING AND ENFORCEABLE.
2:THE BUYER SENDS BANK RWA of the total cost of the Cargo/NOR FORMAT, and THE
BUYER’S duly completed CIS form.
3: The Buyer’s Bank issues a PRE-ADVICE by SWIFT to the Seller’s designated Receiving Bank,
to notify readiness to deliver a Bank Guarantee via MT760, for full cargo; Verbiage shall be
mutually accepted by both Parties and hereto attached. The Seller’s Bank reply’s similarly,
via SWIFT, and confirms the Seller’s Readiness, Willingness and Ability (RWA) to receive
the MT760.
4: The Buyer’s Bank will issue and SWIFT fully operative SBLC MT760,to the Seller’s
designated Receiving Banking co-ordinates; the copy of the delivered MT760 message will be
forwarded, for the attention of the Seller’s Bank Officer in-charge, as the notification of SWIFT
delivery.
5: The Seller's Bank, upon confirmation of the MT760, will, within 48 hours,issue the
2% PerformanceBond (PB) in favor of the Buyer.
6: Within Fourteen (14) banking days, the Seller issues the confirmable POP and PROVISIONAL
LIFTING RIGHT and NOMINATED VESSEL details in the Buyer’s name, for the one-way
voyage charter or full charter to the Buyer’s final Port of Discharge (POD).
7: Within Sixteen (16) banking days, the Seller furnishes the Buyer with CPA & Q88, and the
following documents are provided to the Buyer and/or the Buyer’s Bank:
i) Clean – on – Board Ocean Bill of Lading.
ii) Certificate of Quantity (SGS or equivalent).
iii) Certificate of Analysis (optional).
iv)Certificate of Origin.
v) Certificate of Quality.
vi) Seller’s Commercial Invoice.
vii) Vessel Ullage Report (optional).
viii) Receipt of Samples (optional).
ix) Cargo Manifest
8: After the Vessel has discharged its Cargo at the Buyer’s designated Port (as outlined above),
and the Buyer has received Port Discharge Documents,the Q & Q Report from SGS Inspectors, and all other relevant Documents
presented by the Seller, and after the time of
Cargo delivery (as required by the Payment
Instrument), then the Buyer must make the
final
payment by MT103 or SWIFT Wire Transfer, to the Seller’s Bank Account,for
this
transaction to be completed. The Seller will proceed to pay all Payees named
herein.
9: Payments are made via MT103 or by SWIFT WIRE TRANSFER, directly to the
Seller’s Bank
Account. PAYMENTS ARE MADE TO ALL PARTIES AS
STIPULATED, in this agreement,
within three (3) international banking
days after product delivery and discharge at the Buyer’s
nominated Port of Discharge, against the presentation of the stated shipping Documents
(non-negotiable copies) at the Buyer’s Bank.
10. The next Commodity Shipment to follow, as
per the Contract in the Sales and Purchase Agreement
(SPA) Document.
16. Warranties:
The Seller warrants
that it has the clear and qualified rights to sell or otherwise dispose of the
Cargo as offered to him/her, by his/her suppliers, which is the subject matter
of this Contract Agreement and that the Cargo is clear of all liens and encumbrances.
17. Documents:
The documents as listed below will be handed over to the Buyer together with Invoice in Original and three copies for activating the PAYMENT. a. Full set of 3 original and non-negotiable copies of Bill of Lading.
b. 1 Original and 3 copies of Certificate of Quantity.
c. 1 Original and 3 copies of Certificate of Quality.
d. 1 Original and 3 copies of Certificate of Origin.
e. 1 Original and 3 copies of Master’s Receipt of Samples.
f. 1 Original and 3 copies for Master’s Receipt of each one-copy document, except Commercial Invoice.
g. 1 Original Ullage Report issued at loading terminal.
h. 1 Original and 3 copies of Cleanliness Report at loading port.
Any other documents pertaining or related to the current transaction, duly signed by the authorized person(s) and as required by and specified.
18. Taxes, Duties & Charges:
The Seller shall pay
ordinary agency fees, towage, pilotage and similar port charges, port duties
and after taxes against Vessel at the loading Port.
The Buyer is the
importer of record and shall comply with all applicable government regulations
governing said importation, procure all necessary licenses and permissions, and
shall pay or cause to be paid all duties, Imports and taxes for its
Importation.
Neither the Seller
nor the Buyer, shall be responsible for any failure to fulfill their respective
obligation under the Agreement, if fulfillment has been prevented or curtailed
by any circumstances, whatsoever, which are beyond the reasonable control of the
Seller or the Buyer as the case may be, including, without prejudice, to the
generality of the
foregoing.
1. Compliance with any
order, demand or request of any government or of any international, nation,
port, transportation, local or other authority or agency or of anybody or
person purporting to be or to act for such authority or agency.
2 Any strike, lockout
or labor dispute.
3. Adverse weather,
perils of the sea or embargos.
a. Delays of Vessel due to breakdown, provided always that, nothing contained herein, shall relieve the Buyer of any of its obligations to make payments, due to the Seller under the Agreement, by the due dates, or according to the provisions mentioned in this Agreement.In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer shall have the right to cancel the Contract, partly or in total.
In such a case, none of the parties hereof, shall have the right to any compensation for possible losses from the other party.
b. The party seeking relief under (a) of this paragraph shall advise the other party as soon as Practicable, of the circumstances causing the failure, to fulfill its obligations and shall thereafter, provide such information as is available, regarding the progress and or cessation of those circumstances.
c. The certificate issued by the respective Chambers of Commerce in the country where ForceMajeure arises, shall be enough proof, of such circumstances and their duration.
20. Liability and Penalty:
If there is any non-performance, or any unreasonable delay from the
Seller, the Buyer has the right to claim the 2% Performance Bond (PB), without
any further notice.
Except as expressly provided in the Agreement, neither the Seller nor the
Buyer, shall be liable for any indirect/consequential losses, which may be
suffered/alleged to have been suffered, by the other party.
The failure by either the Seller or the Buyer, will HOLD all the other Beneficiary
Companies listed herein, and in the Irrevocable Master Fee Payment Agreement
(IMFPA) associated with this SPA (bearing the same SELLER’s and Buyer’s codes),
their officers, employees, agents, representatives harmless from claims,
incidental or consequential damages or legal proceedings, arising out of the performance
of this Contract.
.21 Assignment:
a)
Neither the Seller nor the Buyer may assign its rights
on this Agreement, without the prior written consent of the other Party. The Buyer
shall be entitled to assign its rights to an Affiliate or Joint Venture Partner
with written consent of the Seller. No such assignment, shall relieve the
assigning Party, of its obligations under this Contract. Notice of any such
assignment shall be given promptly by the Party effecting the assignment to the
other Party to this Contract. Any assignment not made in accordance with the
forgoing provisions shall be void.
b)
If assignment is agreed, a Formal Notice of the
Assignment shall be submitted to the BUYER / the SELLER, which will contain the
Assignee’s Company Name, Company Address, Spokesperson / Official to contact
and their telephone and Phone / fax numbers.
22 Applicable Law, Litigation and Arbitration:
The agreement shall be governed and construed in accordance with NEW YORK, USA laws.
a. Each of the parties here, has full corporate legal authority to execute this Contract, and accordingly be fully
bounded to the terms and conditions therein. INCOTERMS 2010 rules that the Contracts (Electronic Document
Transmission) is legally binding. The Terms shall apply and be deemed to be valid and enforceable by either
Party, and each Party, shall be, in a position to request a hard copy of the Contract or any previous electronically
transmitted copy.
b. If any dispute or controversy that may arise in connection with or as a result of provision or provisions of this Sales and Purchase Agreement (SPA), which are not settled amicably by the Parties, it shall then be resolved
by the rules of Conciliation and Arbitration of the International Chamber of Commerce in New York, USA.
c. The proceeding shall be conducted by one (1) arbitrator in accordance with the rules for Arbitration of the
International Chamber of Commerce ICC. The arbitration proceeding shall be conducted in the English
language.
d. Any arbitral award shall be enforceable in accordance with the rules of the New York convention of 1958 on the
recognition and enforcement of foreign arbitral awards. Judgment upon the awards rendered, maybe made to
the said courts, or other authority, for a judicial acceptance to the award, and an order of enforcement as the
case may be.
e. After the court has rendered a verdict, this Contract can be terminated, and the prevailing Party will be
compensated for costs and damages.
23. General Provisions:
Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to the Agreement, shall be sufficiently made if sent by post (by airmail, if airmail is possible) postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission to the address of the party specified for this purpose in the Agreement.
24. Notices:
Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to the Agreement, shall be sufficiently made if sent by post (by airmail, if airmail is possible) postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission to the address of the party specified for this purpose in the Agreement.
25. Amendments and Waivers:
a) This Agreement shall not be amended, or modified, or any provision thereof waived, except in writing and accepted by both Parties.
b) Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect any other provision herein.
26. Penalty
After this contract is signed by both the Seller and the Buyer, and copies exchanged electronically or otherwise by a delivery service, failure to follow the banking procedure in time, and form herein, is considered breach of this contract and puts the failing Party in default position to pay a onetime penalty fee of One Million US Dollars (USD$1,000,000.00) to the other Party, and a onetime service charge of five hundred thousand US dollars (USD$500,000.00) to the Payees stated in this contract and divided as per proportionate share of their payment.
27. Insurance:
The Seller, at his/her own expense, shall procure a policy with a first-class Marine Insurance Institute, to cover one hundred and ten percent (110%) of the value of the cargo. The insurance policy will cover all risks of loss or damages to said cargo, including war, hijacking, explosion etc., from the time the Cargo has passed the ship’s manifold flanges at the loading port.
28. Legal Addresses of the Parties:
For and
on behalf of the Buyer:
Signature
Corporate
Stamp & Seal
Name:
Designation
Date:
SELLER’S
COMPANY NAME:
……………………………….
Signature
Corporate
Stamp &Seal
Name: …………………
CHAIRMAN/MD
CEO
************************************ANNEX*********************
>>>END
CONTRACT <<<