Urea Deal - WAZERCO-CHEMICALS-UREA-150K-300316 (3).doc
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MAGNANI & DODERO
WAZERCO .CO
Magnani& Dodero SRL CIF B85529063
WAZERCO .CO NO : 12334 – 1556
SPAIN – MADRID-PA DE LA CASTELLANA.177
EGYPT-ELMANZALA-DAKAHLIA-25 TH STREET
UKRAINE-SUME –REGION -12 STREET
Wazerco.export@yahoo.com TEL +201281116058 - + 34639162217 FAX +34915707064 - +20507713299
Private &Confidential
SALES AND PURCHASE CONTRACT AGREEMENT
Prilled Urea 46% Delivery CIF DAKAR PORT
CONTRACT REF: AW-NY100233/16
THIS CONTRACT is signed on –15, APRIL 2016
PROJECT No. TR / 6092 / SOM.66.16/ UREA.PRILLED-150k / 150316
Via: TRADEX AUSSENHANDEL GmbH - ALGENIA
BETWEEN
(1). MR . ANWAR SAMILY provided with ID CARD Ukraine No. UA1211258 as CEO, and Legal
Representative of WAZERCO.CO , registered Company, with legal address in UKRAINE-SUME
REGION -12 STREET with registration 12334 – 1556
(Here in after called the 'SELLER').
[info removed]
(Hereinafter individually referred to as 'PARTY’ and collectively the 'PARTIES’)
WHEREAS the SELLER agrees to sell and supply and the BUYER agrees to buy and take delivery of the product as hereunder defined in clause 1.0 subject to the terms and conditions set forth herein as follows:
1. PRODUCT AND PORT OF LOADING
PRILLED UREA N 46% packed in 50KG BAGS
The product is delivered by the Seller to the CIF DESTINATION PORT
SHIPMENT: CIF DAKAR PORT.
Shipment from Ukraine Port
2 CONTRACT PERIOD
This contract of PRILLED UREA N 46%
is signed the 15.04.2016 And it will be valid for one Year + 1 month
3 PRICE, QUANTITY AND TOTAL AMOUNT
PRICE: $ 255,00/MT CIF DAKAR PORT (Incoterms 2010)
FOR THE TOTAL QUANTITY: 150.000 MT +/- 5 % ( one-hundred-fifty-thousand metric tons)
TOTAL AMOUNT OF USD 38.250.000,-- ( thirty eight million two hundred fifty thousand US-DOLLAR)
4. QUANTITY
TOTAL QUANTITY: 150.000 MT +/- 5 %
MONTHLY QUANTITY: 12.500 MT +/- 5 %
5. PRICE
US$ 255,00 /MT. Delivery CIF DAKAR PORT
6. FINANCIAL TERMS + DOCUMENTS
6.1 PAYMENT TERMS
BUYER-BANK SHALL ISSUE A BANK-GUARANTEE 100%SBLC COVERING A ONE MONTH’ QUANTITY AND BEING VALID TILL END OF CONTRACT + 1 MONTH ISSUED BY A FIRST CLASS BANK ACCEPTABLE TO SELLER
EACH INVOICE SHALL BE PAID BY IRREVOCABLE 100% SBLC OR PAYABLE BY MT 103 AGAINST DOCUMENTS AS PER CONTRACT
PAYMENT AGAINST SHIPPING DOCUMENTS AT SOURCE ( FOB )
First Shipment : within 25 days of receipt of money or SBLC 100% (against presentation and operational contract AND proforma invoice)
6.2 DOCUMENTS
a).- SIGNED COMMERCIAL INVOICE IN 3 ORIGINALS AND 3COPIES, INDICATING QUANTITY AND TOTAL VALUE OF SHIPPED GOODS AND CONTRACT
b).-PACKING LIST IN 3 ORIGINALS AND 3 THREE COPIES INDICATING GROSS WEIGHT, NET WEIGHT, PACKING CONDITIONS.
c).-FULL SET OF ORIGINAL CLEAN ON BOARD BILL OF LADING IN 3 ORIGINALS AND 3 COPIES MADE OUT TO ORDER OF PRIME BUYER.
REMARK: FREIGHT PREPAID
d).-CERTIFICATE OF QUALITY AND QUANTITY IN 3 ORIGINAL AND 3 COPIES ISSUED BY SGS OR SIMILAR
e).- CERTIFICATE ISSUED BY THE COMPETENT AUTHORITY
f).- CERTIFICATE EUR-1 , IN 2 ORIGINAL AND 2 COPIES
g).-CERTIFICATE OF ORIGIN ISSUED BY CHAMBER OF COMMERCE OR INDUSTRY OF THE COUNTRY OF ORIGIN (1) THE ORIGINAL ONE AND (3) THREE COPIES AND FORM A DOCUMENT FROM Ukraine CUSTOM OFFICE.
h).-COPY OF THE LICENSE OF EXPORTATION OF THE SELLER
i)– INSURANCE POLICY / CERTIFICATE OF INSURANCE IN (1) ORIGINAL AND (3) THREE COPIES FOR ALL RISK 110 % (ONE HUNDRED AND TEN PERCENT) OF THE INVOICE VALUE ISSUED BY LLOYD’S OF LONDONG OR EQUIVALENT
k) INSURANCE POLICY / CERTIFICATE OF INSURANCE FOR VESSEL ISSUED BY INSURANCE OF LLOYD’S IN LONDON IN (1) ORIGINAL AND (3) COPIES
l) CERTIFICATE OF NON-RADIATION AND TOXIC CHEMICALS ISSUED BY INSPECTION COMPANY OF THE PRODUCT OF COUNTRY OF ORIGIN IN (2) TWO ORIGINALS AND (2) COPIES
m) COPY OF FAX OR EMAIL BY THE SELLER TO THE BUYER ADVISING THE SHIPMENT PARTICULARS INCLUDING B/L, NAME AND DATE AND QUANTITY SHIPPED AND TOTAL VALUE, VESSEL’S NAME, AGE AND FLAG, ETD, LOADING PORTAND ETA AT DISCHARGE PORT ETC, WITHIN (2) TWO DAYS FROM DATE OF B/L.
SELLER’S CERTIFICATE CERTIFYING THAT ONE SET OF NON-NEGOTIABLE SHIPPING DOCUMENTS ( INCLUDING ONE COPY OF B/L ) HAS BEEN SENT DIRECTLY TO THE BUYER AND (2) TWO ORIGINALS TO THE BUYER’S BANK BY DHL OR EQUIVALENT COURIER WITHIN (4) FOUR WORKING DAYS FROM THE SHIPPING DATE.
7. WEIGHTS AND QUALITY + PACKING + MARKING
7.1.- From loading of this contract of Urea 46% in the plant, and till the delivery of the material at the loading port, the Seller covers all the expenses, liabilities and responsibilities associated with transportation and delivery of the product because the price agreed is Delivery CIF DAKAR PORT . Seller shall care for correct packing of the Urea 46 %
7.2 – PACKING:
The PRILLED UREA N 46 is packed in new bags plus inner lining of 50 KG net. Each full bag has a gross weight of 50,2 KG / BAG.Each empty bag’s net weight to be approx. 180 gram
2 (two) percent of total quantity empty bags to be supplied free of charge together with the shipment.
7.3 – MARKING:
The marking of the bags to be agreed mutually – SEE ATTACHMENT No. 1
8. DESTINATIONS EXCLUDED
It is mutually agreed that the final destination of the cargo shipped shall not be to any destination prohibited by the origin Seller’s Government.
9. SAMPLING ANALYSIS
9.1.- The seller guarantees that each shipment of Urea 46% shall be provided with an Inspection Certificate of weight and quality at time of loading and such certificate shall be provided by Bureau Veritas or SGS at seller’s expense. The seller shall instruct said authority to carry out the inspection in strict accordance with the International Chamber Of Commerce (I.C.C.) Rules. The buyer shall, if desired, and at his own expense provide additional inspection at place of loading to confirm Quality and Loading. If discrepancies found at any time and in particular case result in relation to the Inspection Certificate(s) issued at the place of loading and destination, it is hereby agreed that arbitration shall be employed to determine the appropriate judgment. Both parties agree to be bound by the Arbitrator’s Decision for or against either buyer or seller.
PORT DELIVERY: CIF DAKAR PORT
9.2.-At its own expense, each party may have a representative present to witness all measurements and tests
10. CONFIDENTIALITY
The content of this contract shall not be divulged to a third party without the consent of the other, except information required by laws or regulations in respective countries. The parties shall do all acts to fully perform and carry out the intent and purpose of this clause.
11. FORCE MAJEURE
'FORCE MAJEURE' means any cause or circumstances beyond the reasonable control and without fault or negligence of the party affected thereby or of its subcontractors or carriers, such as act of God, Governmental regulation, war, act of terrorism, weather, floods, fires, accident, strikes, major breakdowns of equipment, shortages of carrier’s equipment, accident of navigation, interruption of transportation, embargoes, orders of civil or military authority, or other causes whether of the same or different nature, existing or future, foreseen or unforeseeable, which wholly or partly affect shipment and/or loading of the goods by seller, but specifically excluding economic factors alone.
Both parties agree that the FORCE MAJEURE CLAUSE OF ICC will be applicable
12 DEFAULT + INSPECTION + CLAIM
In default of fulfillment of the contract by either party, the aggrieved party at his discretion shall after giving notice, have the right either to cancel or to sell or purchase, as the case may be, against the defaulter who shall make good on the demand the loss, if any, on such sale or purchase.
If the party is liable to pay, shall be dissatisfied with the price of such sale or purchase, or if neither of the above rights is exercised, the damages if any, shall, failing amicable settlement , be determine by arbitration.
If for any other reason, either party fail to fulfill this contract and is declared to be at fault by the aggrieved party and the default is either agreed between the parties or subsequently found by arbitrator(s) to have occurred then the day of default shall, failing amicable settlement, be decided by arbitration.
Seller and Buyer mutually agree that SGS or any internationally recognized First Class Independent Surveyor Company shall be appointed to assess the quality and quantity of the cargo according to the provsions herein stated. The seller will pay the inspection fee as per the surveyor’s invoice at PORT OF LOADING and the buyer to pay surveyor’s invoice at the PORT OF UNLOADING.
Quantity and Quality assessments, conducted by the appointed Surveyor Company shall be in accordance with methods and procedures ussually used in the industry practise shall, at all times, strictly comply with revised International Standards and Procedures in force on the date of compliance.
Any claim (s) of either party has to be submitted to the other party within a period of (s) two months from the date of the occurance causing this claim. If within (30) thirty calender days from the date of discharge of vessel at discharge port, the buyer fails to inform the seller confirming the non-compliance, the commodity will be deemd to have been accepted by the Buyer and the Seller will accept no claim.
All claims shall be in writing and both parties agree to acknowledge such claim (s) by written acceptance thereof.
13 ARBITRATION
Any dispute arising out of this contract, including any question of law arising in connection therewith shall be referred to arbitration in EE.UU (or elsewhere if so agreed), in accordance with the EE.UU Commercial Rules of Arbitration and Appeal in force at the date of the initiation of the arbitration – if any dispute be not resolved amically within TEN ( 10 ) days through direct negotiations by the parties involved
Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal proceeding against the other of them in respect of such dispute until such dispute shall first have been heard and determined by the arbitrator(s), Umpire or Board of Appeal (as the case may be), in accordance with the EE.UU Commercial Rules of Arbitration and Appeal and it is hereby expressly agreed and declared that the obtaining of an award from the Arbitrator(s), Umpire or Board of Appeal (as the case may be), shall be a condition precedent to the right of either party hereto or of any person claiming under either of them to bring any action or other legal proceedings against the other of them in respect of such dispute.
The settlement by arbitration should be performed under the RULES OF CONSILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE by ONE ARBITRATOR appointed in accordance with the INTERNATIONAL CHAMBER OF COMMERCE RULES – GENEVA / SWITZERLAND
14. INSURANCE
Seller shall, making Buyer ( or nominee ) as beneficiary, submit to Buyer the Ocean Transportation Insurance Policy of all risks as stipulated in this contract. The amount to be insured is 110 % ( one hundred ten percent ) of the CIF VALUE of the delivered PRILLED UREA at the DISCHARGING PORT. If any accident occurs after delivery of each shipment to the port of loading, Seller shall render assistance to Buyer for the settlement of Insurance Claims when requested by buyer.
Insurance Policy / Certificate issued by the Insurance Company in negotiable form and blank endorsed for 110 % of CIF INVOICE VALUE covering ALL RISKS showing claims payable at the named agent at DAKAR PORT in invoiced currency in 3 (three) originals and 2 (two) copies
15.ASSIGNMENT
Assignment is permitted only upon receipt of prior written permission by the SELLER or BUYER whichever being applicable
16-GENERAL PROVISIONS
16.1.-This agreement contains the entire understanding between the Parties with respect to the transactions contemplated hereby and can only be amended by written agreement. Any prior assignment, written or verbal is deemed merged herein and shall be suspended by this agreement.
16.2.-This Contract may be executed simultaneously in 2 (two) or more counterparts, each of which shall be deemed to be original
16.3.-The articles and other headings in this Contract are for convenience only and shall not be interpreted in any way to limit or change the subject matter of this Contract.
16.4.-All assigned appendices, annexes and supplements shall constitute an integral part of this Contract.
16.5.-Electronic Document Transmission (EDT) shall be deemed valid and enforceable in respect of the provisions of this Contract. Either party shall be in a position to request a hard copy of any previous electronic transmitted document.
16.6.-Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.
16.7.-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 this Contract.
17. ADVICE OF SHIPMENT
Five (5) working days before loading commences, the Seller shall inform the buyer by cable or fax or email of the CONTRACT NUMBER / NAME OF COMMODITY / QUANTITY / NAME OF LOADING VESSEL / NATIONALITY OF SHIP / FLAG OF SHIP / LOA-BEAM / NUMBER OF HOLDS-HATCHES-CRANES-DERRICKS / NAME OF LOADING PORT AND ETA AT DESTINATION PORT.
18. NOTIFICATION
All notification and communication related to this agreement will be done in written through facsimile, electronic mail (e-mail) or airmail and directed to this address:
xxxxt@gmail.com19. INCOTERMS
Unless otherwise stipulated in this contract, the terms and conditions of this contract shall be interpreted in accordance with the “ International Rules for the Interpretation of the Trade Terms” ( INCOTERMS 2010), provided by the INTERNATIONAL CHAMBER OF COMMERCE – International Chamber of Commerce Publication No. 460, 500 and from July 2007 in publication 600.
20. NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT
The parties accept and agree to the Provisions of the INTERNATIONAL CHAMBER OF COMMERCE, GENEVA / SWITZERLAND for non-circumvention and non-disclosure with regards to all and every one of these parties involved in this transaction and contrct, additions, renewals and third party assignments with full reciprocation for a period of (5) five years from date of this contract.
21. GOVERNING LAW
This contract shall be governed and interpreted in accordance with the UNITED NATION CONVENTION ( U.N. CONVENTION ) for the sale of goods. In the event of inconsistency between this contract and the provisions of the U.N. CONVENTION, a reasonable period of time shall be deemed to be 5 (five) days. This contract shall further be construed in accordance with the COURTS OF THE EUROPEAN UNION, which shall apply to ICC RULES AND REGULATIONS
22. LANGUAGE USED IN THIS CONTRACT
The English language shall be used
23. AMENDMENTS
Any amendments and supplements to the TERMS AND CONDITIONS of this Contract will be valid only if made in writing and duly signed by both parties to this contract
24. UREA SPECIFICATIONS
PRILLED UREA
QUALITY SPECIFICATIONS: : WHITE PRILLED
MASS PART NITROGEN : 46.2%
BIURET, NOT MORE THAN : 1.0%
MOISTURE NOT MORE THAN : 0.5%
GRANULOMETRY: (GRANULES SIZE) : 1mm to 4mm 90% min.
FREE AMMONIA: : 160 PXT PPM MAX.
MELTING POINT: : 32 DEGREES CEN.
CRUMBLINESS:
PHYSICAL PROPERTIES : NON RADIOACTIVE
WHITE, FREE FLOWING, FREE FROM
HARMFUL SUBSTANCES, 100%
TREATED AGAINST CAKING
THE SELLER:
Company: WAZERCO.CO
Address: REGION -12 STREET
City: SUME
Country: UKRAINE
Registration Number: 12334 – 1556
Phone: +201281116058 - + 34639162217
Fax: +34915707064 - +20507713299
Legal representative: MR . ANWAR SAMILY
E mail :
wazerco.export@yahoo.com THE BUYER:
THE BUYER:
[info removed]25 .EXTENSION OF CONTRACT
The parties agree that if this contract is carried to a successful conclusion in the terms and conditions set forth herein, the agreement may be expanded in period and time to be determined between the parties, likewise indicating the amount of product that would be bought and sold among themselves and with that frequency of purchase - sale of the product (biweekly, monthly, etc.). The price would be agreed upon mutually.
26. SELLER BANKING"
Bank: LA CAIXA
Address Bank: CAPITAN HAYA, 44 -28020-MADRID – spain
Account name: MAGNANI & DODERO COMPANY SRL
Swift: CAIXESBBXXX
IBAN: ES28 2100 2120 8372 0031 xxxx
Account Nº: 2100 2120 8372 0031 xxxx
Telf/Fax Bank: +34 91 340 2736
E mail:
cjarroyo@lacaixa.es Name Official Bank: Mr. CARLOS JESUS ARROYO BENITO
BUYER BANKING DETAILS :
[info removed]27. SHIPPING SCHEDULE
CIF PORT DAKAR
Quantity 12500 MT
April , 2016
CIF PORT DAKAR
Quantity 12500 MT
May, 2016
CIF PORT DAKAR
Quantity 12500 MT
June, 2016
CIF PORT DAKAR
Quantity 12500 MT
July, 2016
CIF PORT DAKAR
Quantity 12500 MT
August, 2016
CIF PORT DAKAR
Quantity 12500 MT
September, 2016
CIF PORT DAKAR
Quantity 12500 MT
October, 2016
CIF PORT DAKAR
Quantity 12500 MT
November, 2016
CIF PORT DAKAR
Quantity 12500 MT
December, 2016
CIF PORT DAKAR
Quantity 12500 MT
January, 2017
CIF PORT DAKAR
Quantity 12500 MT
February, 2017
CIF PORT DAKAR
Quantity 12500 MT
March , 2017
IN WITNESS WHEREOF the BUYER and the SELLER have caused this contract agreement to be duly executed by their duly authorized representative the day and year first above written. This Contract Agreement is made in four (2) copies each having equal legal. Both parties declare that they accept and confirm this agreement as stated afore.
SELLER: SELLER:
Date: Date:
xx , 2016 xx , 2016
Signed and Seal Signed and Seal
ATTACHMENT NO. 1
bag dimentions and printing
ID page