IIRON ORE SALES AND PURCHASE CONTRACT
Contract Number:
Date: 29 JUNE 2021
Buyer: C&D(HAINAN) CO.,LTD
Address : Room 2305,Windows to Global Trade, No.15A Guoxing Avenue,Meilan
District,Haikou,Hainan,China
Tel :
Email :
Represented By :
Position : Managing Director
AND
Seller : N.R BUILDER CO.,LTD
Address : 133 Moo 4 Mittaphap Road Tambon Sungnoen Amphur Sungnoen
Nakorn Ratchasima 30170
Tel : 44-419-409-15
Represented By : MR. Chayangkul Kitipultanakorn
Position : Managing Director
We, the SELLER hereby agree to sell and BUYER hereby agrees to purchase the
material in accordance with the terms and conditions as hereinafter set forth.
Article 1 : DEFINITIONS:
In this CONTRACT, the following terms shall, unless otherwise defined, have the
following meanings:
a. US Dollars and US Cents: means respectively
dollars and cents in lawful currency of the United States of America
b. Ton: means metric tons of 1000kgs as defined in
the “international system of units”.
c. DMT: Dry Metric Tons means a metric ton of ore
on dry basis.
d. References to Ore on a “Natural Basis”: means
Ore in its natural or wet state
e. References to Ore on a “Dry Basis”: means Ore
dried at 105 degrees Centigrade
f. Parties: means Buyer and Seller both together
g. Loading Port: means the THAILAND ’s Port(s)
where the materials or commodity of this Contract will be loaded onto the vessels
h. L/C :means Irrevocable, Transferable letter of
credit opened in United States Dollars
Article 2 : COMMODITY
a. Name of commodity : Iron Ore
b. Country of Origin : THAILAND
c. Packing : In bulk
d. Quantity : 20’000MT+/-10% with immediate laycan
Article 3 : Destination
a. Loading port : KOH SICHANG PORT
b. Discharge port : One Main Sea Port, China
c. Partial Shipment : Not allowed
e. SHIPPING SCHEDULE:
SHIPMENT SHIPMENT PERIOD Load PORT
1 Within 30 days after Receipt of L/C SI CHANG
Article 4 : SPECIFICATIONS
A) Specification: Chemical Composition
Chemical Typical Analysis Rejection
Composition
Fe 62.00% Rejection below
60.00%
SiO2 3.5% Rejection above 5.00%
Al2O3 3.5% Rejection above 4.00%
P 0.08% Rejection above 0.10%
S 0.08% Rejection above 0.10%
Moisture 8.00% Rejection above
10.00%
B) Physical Specification: Crushed
Size 0-10 mm. = 10% Max 11-50 mm. = 90% Min
Article 5: BASE PRICE
5.1 USD 161 per dry metric ton (DMT) CFR One Main Sea Port,China , basis 62% Fe.
INCOTERM2000 applied.
Article 6 : PRICE ADJUSTMENT
The base price of The Mineral ‘Iron’ shall be adjusted by the following bonuses and
penalties in accordance with Fe content as finally determined pursuant to the
provisions of Sampling & Analysis as follows:
5.2 BONUS: The prices of the Goods stipulated in CLAUSE 5.1 shall be adjusted by
the following bonus: If total Iron (Fe) content is higher than 62%, a bonus of USD
2.00 per Metric Ton per 1.00% on pro rata basis will apply.
5.3 PENALTY: Buyer has right to renegotiate price in case Fe content below 60%.
And the issuing bank has the right to reject the documents.
The base price shall be decreased by USD 2.00 per Metric Ton for each
1.00% Fe below 62% to and including Fe 60%, fraction pro-rata.
Seller will return all the funds and pay all the necessary cost caused.
When (SiO2) is above 3.5%, each 1% Penalty is at USD 0.50 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 5%.
When (Al2O3) is above 3.5%, each 1% Penalty is at USD 0.50 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 4%.
When (P) is above 0.08%, each 0.01% Penalty is at USD 0.10 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 0.1%.
When (S) is above 0.08%, each 0.01% Penalty is at USD 0.10 per MT of
fraction prorate. Buyer has the right to reject the cargo if excess 0.1%.
When the size of iron ore is less than 10mm. or more than 40mm. have
exceed 10%, the penalty is at USD 0.50 per 1% of exceed.
Article 7 : L/C PAYMENT
7.1 Condition of Payment
The Buyer shall open an Irrevocable ，Non-Transferable Letter of Credit at
sight (hereinafter called as the "L/C") of 3,220,000 USD (Three Million Two
Hundred and Twenty Thousand US DollarS), validity 90 days, through any
prime banks in favour of Seller to cover 100% value of the shipment within five
(5) working days after signing of this Contract.
The contents of L/C must be agreed by both Buyer and Seller.
7.2 LC Terms
L/C shall allow the following:
1. Third Party Documents acceptable, except bank draft and invoices.
2. Charterer’s B/L acceptable, which should be issued by master or owner of
vessel, or its authorized agency.
Seller’s Bank Details:
BANK COORDINATE FOR RECEIVING Letter of Credit (L/C)
BANK NAME : BANGKOK BANK PCL
BANK ADDRESS : SUNGNOEN BRANCH NAKORN RATCHASIMA 30170
ACCOUNT NUMBER : 559417287-5
ACCOUNT NAME : N.R BUILDER CO.,LTD
SWIFT CODE : BKKBTHBK
OFFICER NAME : TBA
[Link]. : TBA
FAX NO. : TBA
E-MAIL :
Article 8 : DOCUMENTS
(1) Documents for 95% Provisional Payment
a) Seller’s signed provisional invoice covering 95% of CFR value in one (1)
original and three (3) copies, indicating the contract number ， L/C
number, name of carrying vessel. description of goods， quantity，CFR
value of the shipment.
b) Certificate of weight in one(1) original and three(3) copies, issued by
SGS as the actual surveyed weight of cargo shipped by draft surveyed
at loading port .
c) Certificate of quality in one(1) original and three(3) copies, issued by
SGS as showing actual result of the test of chemical composition and
moisture with 105℃.
d) Certificate of origin in one (1) original and three (3) copies issued by
Chamber of Commerce and Industry, THAILAND
e) Full set (3/3) of “clean on board” shipped Ocean Bills of Lading made
out to order and blank endorsed, marked “Freight payable as per charter
party ”, notifying the applicant.
f) Beneficiary’s certificate certifying that they sent to Buyer by fax one set
of documents including B/L, invoice, certificate of quality, certificate of
weight, and certificate of origin within seven (7) days after B/L date.
2) Documents for final payment
Buyer shall make final payment for the balance between the final value
of the Iron ore and the amount of the provisional payment. Such final
payment shall be made through Letter of Credit against seller’s sight
draft and shall be accompanied by the following documents:
a) Seller’s signed final invoice in one (1) original and three (3) copies based
on Inspection Certificates issued by CIQ([Link] Inspection and
Quarantine.)
b) Inspection Certificate of Quality issued by CIQ at discharging port in one
photocopy.
c) Inspection Certificate of Weight issued by CIQ at discharging port in one
photocopy.
In the event that final invoice amount is less than the provisional payment amount,
buyer shall raise a debit note on the Seller for the amount by which provisional
payment is in excess of the final invoice amount. Seller shall arrange to make direct
payment of the said debit note amount, to Buyer’s designated bank account by direct
TT within 7(seven) working days from the date of receiving the debit note.
Article 9: WEIGHING
At the loading port an independent surveyor, SGS, at Seller’s expenses shall
determine the weight of shipment of ore by draft survey. The weight of ore as
ascertained and certified together with SGS’s analysis shall be the basis of Seller’s
invoice. Buyer may at Buyer’s expenses have its representative(s) present during
the draft survey.
At the discharging port, Buyer shall, at Buyer’s expense, appoint the Entry-Exit
Inspection and Quarantine Customs of the People’s Republic of China(“CIQ”) for
weighing the shipment of ore by draught survey.
The weight thus determined by CIQ shall be final as to wet quantity in relevant
shipments.
Article 10: SAMPLING AND ANALYSIS
At the loading port an independent surveyor the SGS at Seller’s expenses,
determine the specifications of Iron Ore contained in the shipment and shall
provide a certificate showing details of the determination, Fe, SiO2, Ai2O3,
S , P , the relevant screen analysis of the size and the percentage of free
moisture.
Buyer, at Buyer’s expense, has the right to appoint an independent surveyor
to make the Pre-shipment Inspection while all the cargoes are readiness on
the stock-pile.
For this purpose, Seller should send a written cargo readiness notice to
Buyer at least 15 days before latest date of shipment.
And Buyer, at Buyer’s expense, has the right to appoint an independent
surveyor to make the protective analysis at the loading port during loading.
At the discharging port, Buyer shall at Buyer’s expense, appoint Entry-Exit
Inspection and Quarantine Customs of the People’s Republic of
China(“CIQ”) for carrying out sampling and analysis of the cargo at
discharging port and shall provide a certificate showing details of the
determination, Fe, SiO2, Ai2O3, S , P , the relevant screen analysis of the
size and the percentage of free moisture.
CIQ analysis shall be final for the final settlement.
Article 11: INSURANCE
Insurance expenses for the cargo shall be born by the Buyer. The age of the vessel
should be not more than 20 (Twenty) years, in case the vessel’s age is between 20
to 25 (Twenty to Twenty Five) years the Buyer must approve.
Article 12 SHIPPING TERMS:
a) CFR FO– One Main Sea Port, China. (Buyer to confirm final discharge port
before vessel passing Singapore).
b) In the event the original bill of lading is not available upon vessel’s arrival at the
discharge port, Seller may agree to discharge the cargo against Buyer’s Letter
of Indemnity acceptable to Seller/Owner. Delivery of the cargo will be given only
against submission of Original Bill of Lading.
c) The vessel chartered by the seller shall not be over 20 years old. OAP above
20Years to be on Sellers account but age over 25 years will not be accepted
under any circumstances. If vessel over 20 years then seller should obtain
buyers prior approval.
d) Buyer shall discharge iron ore at one safe discharge Port in one safe berth /
Anchorage, which is always accessible at which the vessel arranged by the
Seller can always lie safely afloat whilst approaching, berthing, discharging and
departing. The Buyer shall provide one safe berth for the vessel’s discharging
upon her arrival at discharging port.
e) Buyer to discharge the vessel at discharging rate 10000WMT, per Weather
Working Day of 24 consecutive hours Saturday & Sunday holidays included.
f) First Opening and Last closing of hatches not to count as laytime. Any time for
shifting of the vessel not request by the Seller or the Master shall count as
laytime.
g) Buyer to clear the documents of cargo with customs in time and vessel should
not be held up because of clearance of the documents of cargo with customs,
any delay due to that will be on buyer's account. Any delay due to seller or
vessel owner will be on seller's account.
h) Notice of readiness to be tendered on arrival of the vessel at the anchorage
ground of discharge port. NOR can be tendered by telex or cable or in writing by
the vessel Owner/ agent of the vessel to the Buyer or their agent after vessel
arrived to the anchorage of discharge port. NOR to be tendered on SHINC basis
(W.W.W.W.) in every respect ready for discharging.
i) Lay time to commence after 12 Hours after tendering of NOR. However, if the
discharging starts before that, laytime to start from the time of whichever sooner
commencement of discharge. Lay time should cease when discharge is
completed.
j) Stevedores damages, if any to be settled amicably between vessel owner and
stevedoring company. In case required buyer should provide all assistance to
help settle the damages.
k) Laytime shall count for any time or any delays from the point when a vessel is
already on demurrage and any Force Majeure Event will not stop the counting
of demurrage.
l) Following time shall not count as lay time unless vessel already on demurrage.
i. First Shifting time from anchorage to berth.
ii. Time lost due to Force Majeure which suspended the discharging activity.
iii. Demurrage Rate shall be informed by Seller to Buyer along with the vessel
nomination (per day or pro rata for any part of the day), Despatch rate should be
half of Demurrage rate.
iv. Time using for initial draft survey shall not count as laytime.
v. Time lost due to bad weather shall not count as laytime unless vessel's already
on demurrage or the discharging process is continuing at other berths.
m) Shipping agent at discharging port shall be at Buyer’s option, Seller may,
nominate a disport agent based on Buyer’s recommendation.
n) The demurrage/despatch shall be confirmed by both Seller and Buyer within 30
days after completion of discharge. The Seller may include any demurrage and
despatch on its Final Invoice, to be settled at the same time that final payment is
made pursuant to the payment provisions of the Contract.
o) Any time delayed due to the Novel Coronavirus Pneumonia (COVID-19)
including but not limited to the reasons of fever or cough of ship’s crew to be
quarantined shall not be counted as laytime or demurrage even if the vessel on
demurrage.
p) Any time delayed or lost due to COVID-19 nucleic acid testing for crew and/or
quarantine restriction conducted by the port shall not be counted as laytime or
demurrage even if the vessel on demurrage.
Article 13: ADVICE OF SHIPMENT
The Seller shall, upon completion of loading port, advise the Buyer within 72
(Seventy Two) hours by cable or fax or email of the contract number, name of
vessel, name of commodity approximate invoice value, gross weight loading and
sailing date, and Bill of Lading number and date.
Article 14: FORCE MAJEURE
If at any time during the existence of this contract either Party is unable to perform
whole or in part any obligation under this contract, due to the event of Force
Majeure, such as war, hostility, military operation of any character, civil commotion’s,
quarantine restriction, acts of Government, fire, floods, explosions, epidemics,
strikes, earthquakes, embargoes, then the date of fulfilment of any obligation shall be
postponed during the time when such circumstances are operative.
If operation of such circumstances exceeds three months, either Party will
have the right to refuse further performance of the contract in which case
neither Party shall have the right to claim eventual damages. The Party which
is unable to fulfil its obligations under the present contract shall inform the
other Party of the existence of the circumstances preventing the performance
of the contract. Certificate issued by a Chamber of Commerce or any other
competent authority connected with the cause in the country of the Seller or
the buyer shall be sufficient proof of the existence of the above circumstances
and their duration. Non-availability of material and/or delay in transportation
shall not constitute Force Majeure for the Sellers for not performing their
obligations under this contract.
Article 15 : ARBITRATION
All disputes or differences whatsoever arising between the parties out of or
relating to the construction, meaning and operation or effect of this contract or
the breach thereof the case shall be submitted to Hong Kong International
Arbitration Center (HKIA) in Hong Kong for arbitration in accordance with the
UNCITRAL Arbitration Rules as at present in force and as may be amended by
the rest of this clause. The appointing authority shall be HKIA and the place of
arbitration shall be in Hong Kong. Any such arbitration shall be administered by HKIA
in accordance with HKIA Procedures for Arbitration in force at the date of this
contract including such additions to the UNCITRAL Arbitration Rules as are therein
contained. The arbitral award is final.
Article 16: IMPORT LICENSE
It shall be Buyer’s obligation and responsibility to prepare and arrange all import
license and other documents required for entry of the contract goods into China. Any
cost that may arise is for the account of the Buyer.
Article 17: AMENDMENT OF THE CONTRACT
Any amendment of modification to this contract shall be made in writing and signed
by both Buyer and Seller. No waiver of any breach of this contract shall be effective
unless made in writing, nor shall any such waiver be deemed a waiver of any other
or subsequent of contract.
Article 18: NOTICES
All communications referred to in this contract shall be in writing and will be sent by
registered airmail and/or by e-mail, cable, fax, on the address given.
In witness whereof this contact is made in duplicate on 10, June 2021 and the duly
authorized representatives of the seller and the buyer having signed and sealed on
this day and retained one copy each. The fax copy of this contract is valid.
SELLER: BUYER :
___________________________ ________________________
MR. Chayangkul Kitipultanakorn Mr.
Managing Director Managing Director
Passport No: Passport No:…………………
WITNESS : WITNESS :
___________________________ ________________________
