1CONTRACT FOR SALE & PURCHASE OF HMS1&HMS2
Contract No:
Dated on:
This contract is made between the Seller and the Buyer for HMS1 & HMS2, whereas the
Buyer agrees to buy and the Seller agrees to sell the Commodity on the following terms
and conditions.
This contract is signed between:
SELLER: Group 9 FZE
Address: PO Box 42559, Sharjah, UAE
Tel No. : ++ 971.6.5260521
Fax No : ++ 971.6.5260522
Represented by : Mr. S.H.Moosavi - Managing Director
Hereinafter called as the Seller
AND
BUYER:
Address :
Tel No. :
Fax No. :
Represented by : / Director
Hereinafter called as the Buyer
WHEREAS:
(a)The Seller hereby agrees and makes an Irrevocable commitment to sell the
commodity with terms and conditions as follows.
(b)The Buyer hereby agrees and makes an Irrevocable commitment to purchase the
commodity with terms and conditions as follows.
1. COMMODITY
HMS 1 and 2 (80/20%) shall conform to ISRI CODES 200 to 206 and following
Specification:
The scrap consists of a mix of mill scrap (stampings, cuttings, bars, etc.), Industrial scrap
(nuts, bolts, misc. pieces, etc), auto and truck frames and bodies, railroad scrap (wheels,
axles, parts of locomotives and carriages, etc.), ship scrap (fittings, plate pieces, parts),
construction scrap (plate, bars, angle pieces, rods, steel pipe, etc.) and miscellaneous
commercial scrap (appliance casings, frames and parts, etc.). Non-metal impurities total
1% (one percent) or less. The scrap will also be totally free from any types of radiation,
bombs, arms and ammunition, mines, shell, cartridges, sealed containers, gas cylinders,
explosive shells or explosive materials in any form either used or otherwise as per the
ISRI.
2. QUANTITY OF GOODS
2.1 The unit of measurement in this contract is metric tons of weight (MTW). Months are
calendar months according to the Gregorian calendar.
Quantity of goods is 12,500 MTW (+/-5%).
2.2 The quantity of goods will be confirmed on a certificate issued by the independent
international survey company “SGS” (Societe General de Surveillance) or similar survey
company, at unloading port – Haiphong port, at Buyers expense. which shall be binding
on both parties in all respects.
2.3 Weight for invoicing purposes shall be established by the actual net weight. Weight
franchise of 0,5% shall be allowed against Bill of Lading weight. In case short/over weight
exceeds +/- 5 % the Seller/Buyer shall compensate Buyer/Seller for the amount
excluding the franchise on the basis of contracted price.
3. QUALITY OF GOODS
3.1 The goods shall conform to ISRI codes and the Specification as above.
3.2 The quality of the goods will be confirmed by a certificate issued by the independent
international survey company “SGS” (Societe General de Surveillance) or similar survey
company at unloading port – Haiphong port, at Buyers expense, which shall be binding
on both parties in all respects.
4. PACKING
Packing: in bulk.
5. SHIPMENT/DELIVERY
5.1 Origin: At the Seller’s option
5.2 Loading Port: any port.
5.3 Discharge Port: Hai Phong Port.
5.4 The first Shipment 12,500 MT (+/-5%).
5.5 The shipment of material will be shipped within 45 days count from issuing date of L/
C
5.6 The vessel is to be nominated by the Seller and approved by the buyer which is to be
single deck, bulk carrier, with 3 holds at least and maximum 20 twenty years of ship age,
gears and cranes in good condition of 20 twenty metric tons minimum, registered in the
Lloyd’s Register of Shipping or other equivalent register s, and must be fully classed.
Before chartering, the Seller will advice the Buyer the vessel particulars by fax and E-
mail, such as name of shipping company, vessel name, nationality, classification and age
capacity of the crane, number of holds and position etc. The chartered vessel shall to be
approved and confirmed by the Buyer and inform the Seller by fax and E-mail.
6. CONTRACTED PRICE AND VALUE
6.1 The Buyer shall pay the Seller in United States Dollar “USD”
6.2 Unit Price: USD $ 250 per Metric Ton CIF. Haiphong Port of Vietnam
6.3 Total value of the contract is USD $ 3,125,000 (+/-5%)
( In word:United State Dollars three million one hundred twenty five thousand only)
7. DESTINATIONS AND DISCHARGE
7.1 Destination port: Hai Phong Port, Vietnam.
7.2 Prior to departure of the carrying vessel at loading port the Seller shall send to Buyer
by fax and/or e-mail the notification of shipment for each consignments within 72 (seventy
two) hours. Including Contract number, L/C number, expected loading quantity, estimated
time of departure of carrying vessel, and the vessel particulars such as vessel name,
capacity of the cranes, Number of holds, flag and position etc. for the Buyer to make
necessary arrangements. The Seller shall immediately notify the Buyer of any change to
the delivery date that has been previously notified.
7.3 The Buyer has the right to send their representative to the loading port(s) to observe
the loading operation of the HSM1&2 before and during the period of loading at the
Buyer’s expense.
7.4 Upon completion of the loading, the Seller shall send the Buyer the shipping advice of
the contract number, name of the commodity, weight, and invoice value, name of the
carrying vessel, B/L number and date, and estimated date of arrival [ETA] at port of
discharge by fax and/or e-mail within 72 hours from B/L date.
7.5 The Seller shall arrange for the Master of the carrying vessel to give 72/36/24 hours
Notice of vessel’s ETA (estimated time of arrival) at port of unloading to Buyer or Buyer’s
agent at the port of discharge. Such notices are given during office hours only, WIPON,
WIBON, WIFFTON, WCCON.
8. PAYMENT AND PERFORMANCE BOND
8.1 Payment will be through Irrevocable, transferable, Divisible and Confirmed Letter of
Credit (L/C), payable 100% at sight in favor on the Seller.
8.2 After signing Contract, within 07 (seven) working days, the Buyer will issue Non-
Operative L/C, the Seller will issue Operative 2% Performance Bond (PB) issued by an
Insurance Company within 10 (ten) banking day count from the date of workable L/C
received and the L/C will automatically become operative.
8.3 All bank charges related to the issuance of the letter of credit are for the Buyer's
account and all those related to the issuance of the performance Bond are on the Seller's
Account.
8.4 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 UCP 500
and/or URC 522 regulations shall apply at any time.
8.5 The Letter of Credit will be in conformity with rules of UCP code 500, 1993 revision,
and subsequent amendment as on date.
PERFORMANCE BOND
Seller will issue Operative 2% PB issued by an Insurance Company Within 10 (ten)
banking days count from the date receiving L/C that will automatically operate the Non-
Operative LC to be operative.
In case the Seller fail or delivery not on time, the 2% of PB will automatically and
unconditionally drawn into the Buyer’s account.
9. BANKING INFORMATION
Seller’s Bank
Bank’s Name: Habib Bank AG Zurich
Address : Al Qasimiah Branch, Sharjah, UAE
Bank’s Tell: ++ 971.6.5730004
Bank’s Fax: ++ 971.6.5730044
Account Name: Group 9 FZE
Account No.: 02-02-08-20311-105-358134
Bank Officer: Mr. Fiaz Ali Khan
Swift Code: HBZUAEAD
Buyer’s Bank
Bank's name : Vietnam Bank for Investment and Development, Bac Ninh branch.
Address : No. 1 Nguyen Dang Dao, Bac Ninh town, Bac Ninh province, Vietnam.
Account Name :
Account No :
Swift Code : BIDVVNVX432
Bank Office : Nguyen Huu Cu/Director
Bank’s Tell : ++ 84.241.822 642
Bank’s Fax : ++ 84.241.823 335
10. DOCUMENTS TO BE PRESENTED FOR PAYMENT
DOCUMENTS REQUIRED FOR PAYMENT
10.1 Full set (03 originals and 03 copies) of Clean On Board Bill of Lading made out
“to Order” of issuing bank, Notify Party to be advised by the Buyer, and marked
“Freight Prepaid”, signed by Master and Showing vessel’s stamp and total actual
gross/net weight shipped. Non-Vessel Operations Common Carrier (NVOCC) B/L is
not acceptable by the Buyer.
10.2 Commercial invoice issued by the Seller: 03 original and 03 original copies showing
contract number, description of goods, prices of goods, unit price, total amount, gross/net
weight of the goods.
10.3 Quality certificate issued by SGS (or similar) at unloading port – Haiphong port:
showing the quality and all required by chemical structure as shown under point 1 above
of the goods according to the present content: 03 originals and 03 original copies.
10.4 Quantity assay issued by SGS (or similar) at unloading port – Haiphong port:
showing the quantity of the goods loaded on board vessel.
10.5 Original certificate of origin issued by Chamber of Commerce and Industry of the
country of export: 03 originals and 03 original copies.
10.6 Master’s notice, showing description of goods, name of vessel, B/L No., Gross/Net
weights of the goods, pieces or bundles of goods, time of arrival, berthing, shipping agent
at the destination if available, loading time, release time, signed by Master and port.
10.7 All of the documents including the B/L, invoice, packing list, original certificate and
so on has been faxed to the Buyer within 9 days after B/L date.
10.8 Insurance Policy covering at least 110% Invoice Value for all risk conditions.
Insured amount shall be settled in Ha Noi, Viet Nam: 03 original, 03 copies.
* MARINE INSURANCE
Insurance to be covered by the Seller
Insurance Policy/Certificate covering at least 110% Invoice value for all risk conditions.
Insured amount shall be settled in Hanoi, Vietnam
11. INSPECTION
11.1 Inspection will be realized from the date of vessel alongside quay of Haiphong port,
Vietnam, to completion of discharging date, but not exceed 30 days from the date of
vessel alongside quay.
11.2 The quantity and quality of goods will be confirmed on a certificate issued by the
independent international survey company “SGS” (Societe General de Surveillance) or
similar survey company, at unloading port – Haiphong port, at Buyers expense which
shall be binding on both parties in all respects. The quality and quantity certificate issued
by SGS (or similar) will be sent to Seller within 03 working days from certificate issuing
date.
11.3 The quality and quantity certificate issued by SGS (or similar) is document required
for payment.
12. FORCE MAJEURE
12.1 The Force Major Clause of the ICC Standard shall apply to this Contract.
12.2 The Seller shall not be liable for the failure to perform the obligations under this
Contract where such Force Major Circumstances are occurred.
12.3 The Seller shall notify the Buyer immediately by telex, fax or e-mail within 15 days
from the occurrence of Force Major Circumstances with a Certificate of the occurrence
issued by the Local Government Authorities or Chamber of Commence.
12.4 In the event of Force Major Circumstances causes a continuing and delaying of
each shipment beyond one (1) month from the contracted delivery date, the Buyer shall
have the option to cancel that shipment; hence in such event, no penalty shall be claimed
by other party against the other.
13. CLAIM
13.1 The Buyer may, at themselves expenses, arrange for SGS Inspection of Commodity
at Destination port after discharging, to verify the Quantity (Weight) and Quality.
Commodity shall be inspected at the place of loading by SGS at the Seller’s cost. SGS
shall issue an inspection certificate of quality and quantity (weight) for each shipment to
certify that the inspected goods are in compliance with the terms of this contract.
The buyer shall have the right to check the weight and quality of the shipped goods
according to the acceptance rules set forth in the relevant standards.
If the Buyer finds out that, the goods are not of the required weight and quality, the buyer
shall have right to make a claim on the Seller but not more than 35 days from the date of
completed unloading of the goods to the port of discharge. The claim is to be settled and
solved between both parties of this contract within 30 days after its submission.
Inspection Certificate issued by SGS at discharging which should be presented to the
Seller within 35days after completion of discharging date. Otherwise any claim shall be
deemed to be waived. Its Certificate is final and must show clearly actual weight (0.5%
franchise allowed). No quantity claim will be made for quantity difference not exceeding
0.5% of B/L weight. If shortage or surplus is beyond the allowed franchise, the excess of
the 0.5% franchise of shortage or surplus shall be sealed commercially by remittance
within 15days upon receipt of claim. Packing material weight will not be calculated.