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Contract Number: AP-CU9011-2011

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Contract Number: AP-CU90112011 AP-CU9011-2011
2011 by and between: This Sales and Purchase Contract is made and entered into effect on, tH 2011

CONTRACT SALE AND PURCHASE OF COPPER ORE

The Seller : ABC

The Buyer : Asia Phils (Hong Kong) Co., Ltd. 8/Fl., 23 Hillwood Road, T.S.T. Kowloon , Hong Kong SAR, China.

WHEREAS, the Seller is an exporter of Mineral Ores/Concentrates and accredited trader and exporter of the same by the Mines and Geosciences Bureau agrees to sell and deliver. / WHEREAS, the Buyer is interested to buy COPPER ORE from the Seller in which both parties agreed under the following Terms and Conditions set out in this Contract.

1. COMMODITY COPPER ORE 8% content of Philippine origin

and shall be free from other foreign materials 8%

2. QUANTITY 1,000 MT +/- 5% 1,000 +/- 5%

3. UNIT PRICE USD200/DMT CFR Zhenjiang port 200 /CFR 4. LOADING PORT Any port in the Philippines

The seller

The buyer

Contract Number: AP-CU9011-2011

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6. SHIPMENT DATE within 30days after receiving L/C. 30 7. PACKING charter in bulk vessel 8. SPECIFICATION ELEMENTS Cu FE P S SPECIFICATION 6~12%(6% below reject) 13% Max. 0.1% Max. 0.1% Max. A1203 Si02 0.003% Max. 0.003% Max. LUMP SIZE 0mm~100mm 90% Min. 101mm-150mm 10% Max. 9. QUALITY DETERMINATIOIN 9.1 At Sellers expense, Seller shall appoint CCIC Philippines to carry out inspection of the entire cargo at loading port including sampling, analyzing Chemical compositions, screening lump size, marking the cargo so that it can not be replaced or tampered with, weighting the cargo and issue a certificate of quality. 9.1 CCIC 9.2 At Buyer's expense, to appoint CIQ at discharging port carry out inspection of entire cargo including sampling, analyzing Chemical compositions, screening lump size, if there have big different with CCIC Philippines, both parties will agree according to CIQ report as final price adjustment. 9.2. CIQ CCIC CIQ 10. QUANTITY DETERMINATION
The seller The buyer

5. DISCHARGE PORT Zhenjiang Port, Jiangsu Province.

Contract Number: AP-CU9011-2011

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11. PRICE ADJESTMENT Unit Price Adjustment will be made as follows: a). For each 1% of Cu content above 8%, the Unit Price shall be increased by USD 25. a) 8% 1% 25 b). For each 1% of Cu content below 8%, the unit price shall be reduced by USD 25. If Cu content is 6% below according to inspection report issued by CCIC Philippines, the Buyer has right to reject the cargo. b) 8% 1% 25 CCIC 6% c. In the event that the free moisture loss at 105 degrees centigrade as finally determined in inspection report issued by the inspectorate exceeds the guaranteed 6% maximum, the Seller shall pay to the Buyer the cost and freight of the moisture over 6 % maximum, fraction prorate. The Buyer has the right to reject the cargo if the moisture is above 8%. c 105 6% 6% 8%
The seller The buyer

10.1 At Sellers expense, Seller shall appoint CCIC Philippines to determine the weight of cargo loaded to the vessel at the port of loading and issue a certification of weight. 10.1 CCIC 10.2 The actual weight of the Shipment shall be the average [must be in two (2) decimal places] of loaded weight at the Loading Port, which is based on the Bill of Lading and the certified weight shall be determined by calibrated weight scales at the Loading Port, prepared by CCIC Philippines (service fee and other incidental expenses of CCIC Philippines shall be borne by the Seller) and report should be available with in fifteen (15) days in which will be the basis in preparation of the Final Invoice. 10.2 2 CCIC CCIC 15 10.3 The quantity certified report by CCIC Philippines shall be the basis for determination of the amount payable by the Buyer to the Seller for the shipment. 10.3 CCIC 10.4 The cost of inspection, sampling and analysis described in the Article 10.1 at Loading Port shall be borne by the Seller. 10.4 10.1 10.5 Fifteen (15) days prior to expected shipment date, the BUYER have to inform the Seller by fax expected shipment date so that the Seller shall prepare for loading. 10.5 15

Contract Number: AP-CU9011-2011

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Moisture contain shall be deduct after CCIC final test result. CCIC 12. PAYMENT 12.1 Within 7 days from signing this contract, the Buyer will issue the active irrevocable LC for 100% of the contract value validated for 60 days. 12.1 7 60 100% 12.2 Within 5 days after the seller received the L/C from the Buyers bank. The Seller will issue the 2% Performance Bond to the Buyers bank. 5 2% 12.3 Documents required for L/C L/C will be payable 100% at sight of the value of Commercial Invoice the following documents should be presented: 100% a.) Sellers Signed Commercial Invoice indicating 100% of shipment value in THREE (3) originals and THREE (3) copies according to the Certificate of Quality, Certificate of Weight issued by CCIC Philippines at the loading port with the consideration of unit price adjustment in the contract. This invoice must mention contract number, LC number and Vessel Name. a.) 3 3 100% CCIC b.) Full set of clean on board Ocean Bills of Loading made out to order of issuing bank, marked freight prepaid and notify applicant showing L/C number. b.) , c.) Packing list issued by Seller in THREE (3) originals and THREE (3) copies which shows vessels name, net weight, gross weight of total cargo and total net weight and total gross weight of the shipment; c.) 3 3 d.) Certificate of Quality issued by CCIC Philippines in ONE(1) original and ONE(1) copy showing the actual result of the test of the chemical and all other test called for the shipped cargo. This Quality Certificate must indicate contract number, L/C number and Vessel
The seller The buyer

In the event that the free moisture loss at 105 degrees centigrade exceeds the respective guaranteed maximum as set forth in Clause 2 herein above, Seller shall pay to Buyer full actual freight (i.e.: USD0.50 per WMT) attributable to moisture content over 6% in the manner of being deducted direct by the L/C issuing bank when effecting sight payment according to sellers invoice. 105 2 0.5 6%

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12.4 Other terms and conditions for L/C a.) 5 percent both quantity and amount more or less is allowed; a.) 5% b.) Partial shipments is not allowed. Transshipment is not allowed. b.) c. Third party documents except DRAFT and Invoice is allowed c d. T/T Reimbursement is not allowed. d e). Required shipping documents should be present at issuing bank within 10 days from the date of shipment within L/C validation.
The seller The buyer

Name. d.) CCIC 1 1 e.) Certificate of Quantity issued by CCIC Philippines in ONE(1) original and ONE(1) copy showing the contract number, L/C number, vessel name, total net weight and total gross weight of shipment. e.) CCIC 1 1 f.) Certificate of Origin issued by Philippine Chamber of Commerce and Industry or other governments authorized organization in One Original and Two (2) Copies indicating shipped quantity, contract number and L/C number; f.) 1 2 g.) One (1) original and 3 copies of the Ore Transport Permit (OTP); g.) (OTP)1 3 h.) One (1) original and 3 copies of the corresponding Mineral Ore Export Permit h.) (MOEP)1 3 i.) Couriers receipt stating the one SET of non negotiable shipping documents should be sent DIRECTLY to the applicant within FIVE (5) working days after the B/L date; i.) 5 j.) Notice of readiness for shipment from Seller to the Buyer by fax or email TEN 10 days before the actual shipment date; j.) 10 k.) Buyers acceptance of quality before shipment k.)

Contract Number: AP-CU9011-2011

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f.) All bank charges inside Sellers country are for Sellers account, all bank charges outside Sellers country are for Buyers account. Any amendment charges will be counted on the faulty party. f.) 13. DEMURRAGE AND DISPATCH 13.1 Rates of demurrage per day or pro-rata for all time lost and dispatch per day or pro-rata for lay time saved at the discharge port shall be as per Fixture Note Signed Between The Seller & The Vessel Owner. Dispatch will be half of Demurrage rate per day or pro rata. Buyer and Seller shall calculate demurrage or dispatch within Seven(7) days after discharging cargos. Settlement of demurrage or dispatch shall be made in U.S. dollar within Seven(7) working days after confirmation of the demurrage or dispatch calculation. The maximum demurrage per day is USD5000.00. Buyer and Seller agree that the normal rate of discharge is 1,000MTs per day. 7 7 1,000 13.2 Turn time is Forty-eight (48) hours from (NOR) tendered, unless discharging operation started earlier when the actual time used to count as lay time. NOR 48 14. INSURANCE 14.1 Buyer shall arrange for suitable marine insurance cover the shipped cargo at theres expense. 15. FORCE MAJEURE 15.1 If at any time during the existence of this contract either party is unable to perform in while or in part any obligations under this contract because of war, warlike conditions, riots, hostilities, military operation of civil commotion, sabotage, quarantine restrictions, acts of any character of God and acts of Government (including but not restricted to prohibition of exports or imports), fires, floods, explosions, epidemics, strikes, or any labor disputes, blockades, embargoes, etc. If operation of such circumstances exceed 90 days, either party shall have the right to refuse further performance of the contract in which case neither party shall have the right to claim eventual damages. 90 15.2 The party which is unable to fulfill its obligation under the present contract must within 15 days of occurrence of any of the causes mentioned in this Article 15, shall inform the other party of the existence or termination of the circumstances preventing the performance of the contract. Certificate
The seller The buyer

Contract Number: AP-CU9011-2011

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16. LIABILITY The liability of a party in respect of any claim brought by the other party based on the failure of the first party to fulfill its obligations under this Contract shall be limited to liability for loss suffered by the party aggrieved. 17. APPLICABLE LAW This Contract shall be interpreted in accordance with The UN Convention on International Sale of Goods. 18. Arbitration All disputes arising in connection with the present Contract shall be settled in an amicable way firstly. Should the parties reach no agreement, and then the case shall be brought for final settlement under the rules of conciliation and arbitration of the International Chamber of Commerce in Hong Kong. 19. CONFIDENTIALITY The information contained herein shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way, except to third parties who are necessary to the implementation of the Contract. 20. GENERAL 20.1 This Contract contains the entire understanding between the parties with respect to the transactions contemplated hereby and can only be amended by a written agreement. Any prior agreement, written or verbal is deemed merged herein and shall be superseded by this Contract. 20.2 Any notice or communication to be given by one party to the other shall be in English or Chinese Language and shall be delivered to the party concerned by letter, telex or facsimile. The English version is the only legal version. 20.3 Conditions that have not been specified in the present Contract shall be governed by INCOTERMS Edition 2010. / 2010
The seller The buyer

issued by the Chamber of Commerce or any other relevant Government Authority in circumstances and their duration. 15 15

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ON BEHALF OF THE SELLER: ON BEHALF OF THE BUYER:
The seller The buyer

IN WITNESS WHEREOR, the Parties hereto have caused this Contract inclusive of all pages to be duly executed as of the day and year first above written and affixed our signatures.

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