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					Contract No: …………………         -




    SALE AND PURCHASE AGREEMENT OF
          INDONESIAN STEAM COAL
         ADB……………….kcal/kg

        Irrevocable Sight Payment and Confirmed L/C Agreement
         No: ……………….


                                     BETWEEN



                          PT. ZENYAM PUSAKA JAYA
                            (Hereinafter called SELLER)


                                           And


                                 ……………….
                            (Hereinafter called BUYER)




    SELLER’S SIGNATURE:               Page 1 of 10        BUYER’S SIGNATURE:
                                                 TABLE OF CONTENT




1. Clause 1 – DEFINITIONS .............................................................................................. Page 3

2. Clause 2 - TERM AND DURATION OF THE AGREEMENT...................................                                        Page 4

3. Clause 3 - COMMODITY............................................................................................. Page 4

4. Clause 4 - QUANTITY AND DELIVERY.................................................................... Page 4

5. Clause 5 - PORT OF LOADING..................................................................................... Page 4

6. Clause 6 - QUALITY..................................................................................................... Page 4

7. Clause 7 – PRICE............................................................................................................ Page 5

8. Clause 8 - PAYMENT/ SCHEDULE.............................................................................                 Page 5

9. Clause 9 - DOCUMENTS REQUIRED......................................................................... Page 5

10. Clause10 - TAXES, DUTIES, PUBLIC HOLIDAY.................................................... Page 6

11.Clause 11 – NOTICES................................................................................................... Page 6

12. Clause 12 - CONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT ...... Page 7

13. Clause 13 - BANKING COORDINATE....................................................................... Page 7

14. Clause 14 - FORCE MAJEURE.................................................................................... Page 8

15. Clause 15 - - GOVERNING LAW AND ARBITRATION.......................................... Page 9




      SELLER’S SIGNATURE:                                 Page 2 of 10                                BUYER’S SIGNATURE:
This agreement is agreed at Jakarta, Indonesia on …………………2012 by both parties as follows:

Pt. Zenyam Pusaka Jaya, a company registered according to the laws of Republic of Indonesia and
having its head office at………………………………………………………………………………………………………………………………..,
Indonesia in this matter duly authorized and represented by Mr…………………………………. President Director
 (Hereinafter referred to as “Seller”)

And

………………………………………………………………….a company registered according to the law of …………………………….
…………………and having its head office at….…………………in this matter duly authorized and represented by Mr…………
(Hereinafter referred to as “Buyer”)

Hereinafter referred to as each a “Party” and together the “Parties”.

NOW THEREFORE the Parties have agreed as follows:

Clause 1 – DEFINITIONS
As used herein;

“ASTM” means the American Society for Testing and Materials.

“B/L” means Bill of Lading;
“Coal” means the commodity set out in Clause 3 complying with the specification in Clause 6 or which is
otherwise accepted by the Buyer.
“Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to the currency of the United
States of America.

“ETA” means expected time & date of arrival.
“FOBT” means Free on Board in accordance with Incoterms 2000, Spout and Trimmed in Buyer’s vessel at
the Anchorage Point.
“ISO” means the International Organization for Standardization.

“Loading Port” means the 1 safe anchorage point at KPP Kintab ,Asam-Asam, South Kalimantan, Indonesia
“Ton (s), “Tonne (s)”, and “MT” means metric tonne of 1,000 Kgs as defined in “International
System of Units”.
“Price” shall mean the price for invoicing purposes expressed in US Dollars with any calculated price
rounded up or down to the nearest cent.

“kcal” means Kilocalorie (s) as defined in the “International System of Units“.
“kg” means Kilogram (s) as defined in “International System of Units“.
“mm” means Millimeter as defined in “International System of Units”.
“Working day” means a day upon which business is regularly transacted and unless expressly
stated, the term “day” shall be deemed to mean “calendar day”.

“Pratique” means permission to do business at a port by a ship that has complied with all applicable local
health regulations.
“Laytime” means time allowed to load the cargo on to the mother vessel.

“ WWDSHINC” Weather Working Day Sunday and Holiday included means day of 24 consecutive hours
including Sunday and Holiday on which work in loading coal on board a vessel may be carried out without
loss of time due to the weather.

“Statement of Facts” means a statement prepared by the ships agent at the port of loading which shows the
date and time of arrival of the vessel and the commencement and completion of loading. It details the
quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages.
 SELLER’S SIGNATURE:                                   Page 3 of 10                          BUYER’S SIGNATURE:
Clause 2 - TERM AND DURATION OF THE AGREEMENT

The parties hereby agree that the term of this agreement shall commence from the date of signing of this
Agreement until the sale and delivery of the contracted quantity under this agreement has been fully
performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes
earlier. Buyer shall purchase the coal from Seller on FOB Mother Vessel basis.
F.O.B. Inco terms 2000, or the latest version of said Inco terms, shall apply to this Agreement.
Duration of this Agreement is 2(two) years subject to the satisfaction of the trial shipment by Buyer.



Clause 3 – COMMODITY

Indonesian Steam Coal (Non-Cooking) in Bulk from ………………… Kalimantan, Indonesia



Clause 4 – QUANTITY AND DELIVERY

The Seller guarantees that the Product to be supplied will conform to the Specifications as stated in Clause 6.
The Product shall be delivered and analyzed according to ISO Standards and shall confirm the specifications
before loading. The description of all percentages is referred to the percentage weight.

The first month trial Shipments 50,000 MT ± 10% and after quality satisfying Clause 6 and also approved by
Buyer, in begin of Second month delivery quantity for per month will be two Shipments 100,000MT (2 X
50,000 = 100,000). The price shall be adjusted every three month base to the market price mutually agreed
by both parties.

 The laycan is initially scheduled in about 45 days upon receipt Confirmed Documentary Letter of Credit
(DLC) without anymore LC Amendment by Seller’s Beneficiary Bank , and the exact dates shall be mutually
agreed between buyer and seller with minimum 10 days prior to laydays commencement.
Partial shipment not allowed.

Clause 5 – PORT OF LOADING

First safe anchorage at …………………, ………………… Kalimantan, Indonesia
Clause 6 – QUALITY

The Coal to be supplied shall conform following typical specifications according to ISO standards:


          PARAMETER                    UNIT OF MEASURE                   TYPICAL              REJECTION
 Net Calorific Value (ARB)                     kcal/kg                   …………………               Below ……………
 Total Moisture (Arb)                            %                         ……%                 ……
 Inherent Moisture (Adb)                         %                          ……%
 Ash Content (Adb)                               %                          ……%
 Volatile Matter (Adb)                           %                          ……%
 Fixed Carbon                                    %                      by difference
 Total Sulfur (Adb)                              %                           ……%                   >……%
 HGI                                           Approx                      ……
 Size 0 - 50 mm                                  %                         90
 SELLER’S SIGNATURE:                                     Page 4 of 10                             BUYER’S SIGNATURE:
Clause 7 - PRICE

The Base Price for the Coal to be supplied under this Agreement shall be US Dollars …… (US$ ……)
per metric ton (MT) FOB mother vessel, loading port based on Net Calorific Value (ARB): 4500 – 4700
kcal/kg, Total Moisture (ARB): ……%, Ash Content (ADB): ……% and Total Sulphur (ADB): ……%.

The Price after the first month trial shipment shall be the same or adjusted mutually agreed for second
month. The price at the third, sixth, ninth and twelfth month will be discussed and mutually agreed by the
Parties, that shall be valid and reviewed every 3 months according to market price and coal index. Each
adjustment has to be agreed in writing by both Parties.


Clause 8 – PAYMENT/ SCHEDULE

After signing the contract, Within 10 days non-operative 2% Performance Bond (PB) will be issued by the
Seller’s bank accepted by the buyer to the Buyer's bank. Within 3 working days after the Buyer shall issue a
100% Irrevocable non-transferable 45 days at Sight Documentary confirmed Letter of Credit for each
shipment.

8.1 After Successfully Delivery. The 2% Performance Bond (PB) will be automatic terminate after the
cargo was completed loading and the B/L has been issued out.

Clause 9- DOCUMENTS REQUIRED

9.1    DOCUMENTS TO BE PRESENTED

For the below following documents will be presented after the completion of Loading at Vessel Anchorage
Point

1)       Shipping Advice in 1 (one) original.


2)      Certificate of Origin issued by Indonesian Chamber of Commerce or by Government in 1 (one)
original and 2 (two) copies.


4)       Certificate of Quality Inspection in 1 (one) original and 3 (three) copies issued by SGS / Sucuffindo
at loading port.


5)       Certificate of Weight Inspection in 1 (one) original and 3(three) copies issued by SGS / Sucuffindo
at loading port.


6 ) Commercial Invoice in three (3) originals and three (3) copies indicating the value of goods shipped, the
contract number, LC number and the name of the carrying vessel,




 SELLER’S SIGNATURE:                                   Page 5 of 10                              BUYER’S SIGNATURE
Clause 10 – TAXES, DUTIES, PUBLIC HOLIDAY

10.1.1   All import duties, levies, dues etc. on the imported material from the vessel if any at discharge port
         shall be to buyer's account. All taxes, duties, export tax, levies, etc. on loading goods in the country
         of origin / loading to be at Seller's account.

10.2.2 Major Indonesian holidays include: New Years Day, Idul fitri Day, Budhism Day, Hindusm Day,
       Idul Adha Day (Moslem Festival), Indonesian Independence Day



Clause 11 - NOTICES

11.1.1     Any notices, declarations, invoices and other communications which either Party may be required
           to give or make to the other Party, unless otherwise specifically provided herein, shall be in writing
           and shall be sufficiently given or made if delivered by hand or sent by email, post, postage paid or
           by facsimile, to the address specified below.

11.2.2     Any notices, declarations and other communications given or made by post shall be deemed to
           have been given or made on the 7th (seventh) business day after the day of postage and if given or
           made by email or facsimile shall be deemed to have been given or made on the business day
           following that on which the email or facsimile was sent.



11.3.3    SELLER           : PT ZENYAM PUSAKA JAYA
          Address         : The Villas, Pasadena VGB-50, MOI Kelapa gading
                             Jakarta. Indonesia. 14240
          Tel             : +622145869621
          Fax             : +622145869623
          Email           : zenyam@zenyam.com
          Attn            : Mr. Victor Asher


          BUYER               : ………………………………………….
          Address         :
          Tel             :
          Fax             :
          Email           :
          Attn            :

          Either Party hereto may change its address by giving notice of such effect to the other Party.




 SELLER’S SIGNATURE:                                      Page 6 of 10                                BUYER’S SIGNATURE:
12. Confidentiality and Non-Circumvention Agreement


12.1 The undersigned Parties do hereby accept and agree to the provisions of the International
Chamber of Commerce for Non-Circumvention and Non-Disclosure with regards to all and anyone of
the Parties in this transaction.


12.2 To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees, and
all intermediaries party to this Agreement/Contract.


12.3 This Contract Agreement shall be kept in the strictest confidence between them for at least Five
(5) years from the date hereof.


12.4 Neither party is entitled to transfer their rights and/or obligations under this Contract to a third
party with exceptions of Financial Agent and facilitator of the Seller/Buyer, as it is provided in
appendix of the present Contract, and except where the third party is an entity whose majority
ownership is the same as the original ownership Contract partner. In any case the transferring party
will notify the other party in writing (Including Telex). After signing the present Contract, all previous
negotiations and correspondence between the Parties in this connection will be considered null and
void.


Clause 13 - BANKING COORDINATE

SELLER’S BANK COORDINATES
     Bank Name                         :     MANDIRI TBK
     Address                           :
     Tel No.                           :
     Fax No.                           :
     Swift Code                        :     BMRIIDJA
     Account Name                      :     PT. ZENYAM PUSAKA JAYA
     Account Number                    :

BUYER’S BANK COORDINATES
  Beneficiary          : ……………………………………
  Bank Name            :
  Bank Address         :
  Account Number       :
  Bank Code/Swift Code :
  Bank Officer         :
  Bank Phone / Fax     :


Clause 14 - FORCE MAJEURE

14.1.1    DEFINITION
          Force Majeure as used herein shall mean any cause or condition (where or not similar to those
           hereinafter enumerated) beyond the control of the party affected thereby which wholly or partially
 SELLER’S SIGNATURE:                                            Page 7 of 10                                 BUYER’S SIGNATURE:
          prevents the performance except payment by the said party of its obligations hereunder including
          without limitation: acts of God; acts of a public enemy; war (declared or undeclared); civil war,
          sabotage, revolution, civil disturbance, epidemic, cyclone, tidal wave, landslide, lightning,
          earthquake, flood, storm, fire, adverse weather conditions, expropriation, nationalisation, act of
          eminent domain, insurrections, riots, terrorism, breakdowns of or damage to mine, plant, port
          facilities and Buyer's facilities (including affiliated companies facilities); labour stoppages,
          lockouts, slowdowns, strikes or disputes; interruptions of transportation; orders or acts of civil or
          military authorities; the necessity for compliance with an applicable law, regulation ordinance or
          resolution or order of court of administrative authority; embargoes; blockades; any restrictions
          upon, delays in receiving or failures to receive any permits, licenses, or approvals from any
          governmental agency; explosion, breakage or accident for facilities; and impossibility of obtaining
          or delay in obtaining necessary equipment, materials or supplies. No party shall, however, be


         relieved of liability for failure of performance if such failure is due to causes arising out of its own
          negligence or to causes which, at reasonable cost, it could, but fails to, remove or remedy with
          reasonable despatch. Minor equipment failures, which do not substantially impair the ability to
          perform, shall not be deemed a Force Majeure occurrence.


14.2.2    EFFECT


           i)    The party affected by Force Majeure shall give prompt written notice to the other, setting forth
                 the particulars thereof in reasonable detail. The obligations of the party giving such notice
                 shall be excused to the extent made necessary by such Force Majeure and during the
                 continuance of such Force Majeure and said party shall incur no liability by reason of its
                 failure to perform the obligations so excused; provided, however that the party giving such
                 notice shall use its best efforts to eliminate such Force Majeure as soon as and to the extent
                 reasonably practicable (taking into account costs). The affected party shall give prompt written
                 notice of the termination of such Force Majeure.


           ii)   Nothing herein contained shall cause the party affected by the Force Majeure to submit to
                 unreasonable conditions or restrictions imposed by a governmental authority, or to submit to
                 an unfavourable labour agreement, and it is agreed that any settlement of labour strikes or
                 difference with workmen or government authority shall be entirely within the discretion of the
                 party affected thereby.


           iii) Subject to Clause 16.3, during any period that Buyer is excused from accepting and paying for
                 Coal by reason of Force Majeure, that portion of the quantity which Buyer is excused from
                 accepting and paying for may be sold by Seller to others without liability to Buyer.


 SELLER’S SIGNATURE:                                    Page 8 of 10                             BUYER’S SIGNATURE:
            iv) If Buyer is the party affected by the Force Majeure condition, Buyer shall nevertheless be
                  obligated to accept and pay for any Coal, which at the time of commencement of the Force
                  Majeure condition, is being loaded or has been loaded into a Vessel.


14.3.3     ALLOCATION OF EFFECT


            i)    Shipment(s) excused by a Force Majeure condition for duration of 60 days or less shall be
                  made up, with such deliveries to be made upon a mutually agreeable shipping schedule, within
                  or beyond the term of this agreement. Such schedule shall be agreed immediately after
                  termination of the Force Majeure condition.




            ii)   If a Force Majeure condition affects either Buyer or Seller such that performance remains
                  wholly excused for a continuous duration of more than 60 days, upon written notice to the
                  other party given at any time during the period of Force Majeure condition, the obligations of
                  the unaffected party hereto shall be discharged as to deliveries (or acceptance) which would
                  otherwise have been made during said period.




14.4.4     TERMINATION
           If such Force Majeure condition continues for a duration of 90 (ninety) consecutive days, either
           party may, by written notice to the other, terminate this agreement in its entirety and both parties
           shall be released from further obligations except for obligations accrued prior to such termination,
           effective as of receipt of the notice of termination.


Clause 15 - GOVERNING LAW AND ARBITRATION

15.1.1 All disputes in connection with this Contract or the execution thereof shall be firstly settled by
negotiation between the Seller and the Buyer. If no settlement can be reached within sixty (60) calendar days
after relevant notice is provided to the other party, the case in dispute shall be referred to and settled finally
by the International Arbitration Indonesia according to its arbitration rules. Each party has the right to
appoint one arbitrator. The two arbitrators thus appointed shall choose the third arbitrator who will act as
presiding arbitrator and shall act and perform in accordance with the rules framed by the Tribunal
therein. The presiding arbitrator shall make his award in accordance with the rules framed and whose
decision shall be final and binding on both the contracting parties. The arbitration award will be final and
binding on both Buyer and Seller. The arbitration shall be conducted according to English Law and in
English language. The Arbitration shall be borne by the losing Party. Should there be no such losing Party or
winning Party as in the case of a compromise, the expenses shall be borne by initiating Party, except in cases

  SELLER’S SIGNATURE:                                             Page 9 of 10                                       BUYER’S SIGNATURE:
where the Seller and the Buyer agree otherwise on mutual consultation or where the Arbitrator gives a
specific Award otherwise in which event the said Agreement or the said specific Award shall be respected.


15.1.2   This Contract, the rights and obligations of the parties pursuant to this Contract, and any claim or
         controversy directly or indirectly based upon or arising out of this Contract or the transactions
         contemplated by this Contract (whether based on contract, tort or any other theory), including all
         matters of construction, validity and performance, in all respects are to be governed by and
         interpreted, construed and determined in accordance with, the laws of Indonesia (without regard to
         any conflicts of law provision that would require the application of the laws of any other
         jurisdiction).




IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives.




SELLER : FOR AND ON BEHALF OF\                              BUYER : FOR AND ON BEHALF OF
Pt. Zenyam Pusaka Jaya



Signature & Date :        , 2012                            Signature & Date :         , 2012




Victor asher


President Director


Witness I :                                                 Witness II :




 SELLER’S SIGNATURE:                                       Page 10 of 10                                  BUYER’S SIGNATURE:

				
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