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Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

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CONTRACT CODE: OAB/PP-D/300/11/COF /11

BUYER CODE:

SELLER CODE: BH026/T2/003/11

SALES & PURCHASE AGREEMENT

 

USED RAIL SCRAP R50&R65

THIS AGREEMENT IS MADE ON 20TH Mar. 2012

HEREINAFTER TOGETHER SHALL BE REFERRED TO AS PARTIES OR PARTY.

This Agreement made on this 20TH Mar, 2012.

Between:-

HEREINAFTER REFERRED TO AS THE SELLER:-

COMPANY NAME: PNCOMM PTY LTD

ADDRESS: 108/223 NORTH TERRACE ADELAIDE SA 5000

TELEPHONE:

Fax: +

E – MAIL ADDRESS:

REPRESENTED BY: MR,HEE IN,YEUN

TITLE: PRESIDENT

AND

HEREINAFTER REFERRED TO AS THE BUYER:-

COMPANY NAME:

ADDRESS:

TELEPHONE:

Fax:

E – MAIL ADDRESS:

REPRESENTED BY:

TITLE:

Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

Whereas, the parties mutually accept to refer to the General Terms and Definitions, as set out by the INCOTERMS Edition 2000 with latest amendments, having the following terminology fully understood and accepted:

 

THIS CONTRACT IS MADE BY AND BETWEEN THE SELLER AND BUYER WHEREBY THE SELLER AGREES TO SELL AND BUYER AGREES TO BUY THE UNDER MENTIONED GOODS ON THE TERMS AND CONDITIONS STATED BELOW.

 

 

Whereas:

 

(1) All parties confirm that each is fully empowered, legally qualified, and duly authorized to execute and deliver this document, and to be bound by its terms and conditions.

 

(2) The Parties hereby warrant and declare that all funds applied in the conduct of this transaction are good, clear, clean authentic, legally earned and of non-criminal origin.

 

(3) The Parties hereby warrant and declare that the transaction and contract are not entered into in order to facilitate and advance terrorist activities, drug trafficking and/or illegal arms dealings.

 

(4) The parties have by mutual request to each other reached agreement for the purchase and sale of specified commodities

In consideration of the representations, warranties, covenants and agreements made by and between the parties, it is hereby agreed that the parties shall proceed to execution on the following terms and conditions.

 

 

ARTICLE 1. COMMODITIES UNDER SALE: Used Rail Scrap (R50& R65) GOST-8165-75

 

 

ARTICLE 2. COUNTRY OF ORIGIN: RUSSIA

ARTICLE 3.SPECIFICATIONS, QUALITY AND STANDARD:

 

R-50(51,57KG/m GOST 7173-75) R60-65 (64,72KG/m GOST -8165-75) ISRI CODE 27-29 (ALL LENGTH OF RAILS WILL BE CUT TO BUYER’S SPECIFICATION AT NO ADDITIONAL COST)

 

ARTICLE 4. QUANTITY AND DELIVERY

 

Quantity per month: 30,000MT (+/- 5%)

,

l Cutting Length of the rail: 1.0m ~ 1.5m

ARTICLE 5. UNIT PRICE and TOTAL VALUE AND VOLUME OF THE CONTRACT:

a) Unit Price: US$ 430 per metric ton CNF, ASWP, by Bulk 30,000MT volume by weight per month: CNF USD$ 12,900,000 per month (TWELVE Million

9 hundred thousand United State Dollars only) depending

upon delivery quantity.

 

ARTICLE 6. TRANSACTION PROCEDURES:

 

1. Seller sends Draft contract in DOC

 

2. Seller sends the final contract in PDF

 

3. Buyer issues Russia Bank by swift

 

4. Seller Russia Bank issues answer by swift

 

5. Buyer issues Transferable letter of credit

 

6. Seller Transfers end Seller’s performance Bond

 

USD250,000 (Two hundred Fifty thousand US dollars only)

 

7. Shipment commences as agreed in the contract.

 

 

ARTICLE 7. PORT OF DISCHARGE (DESTINATION PORT): CNF, ASWP

 

ARTICLE 8. DISCHARGING RATE:… MT/DAY

ARTICLE 9. LOADING PORT: VLADIVOSTOK

 

ARTICLE 10. LOADING AND DISCHARGING TERMS:

 

a) Terms and conditions of loading and discharging inclusive of loading rate/discharging rate shall be compliant with the rules and norms of the port of loading and discharging and shall in be in accordance with INCOTERMS 2000. Any demurrage incurred at the port of loading will be at Seller’s costs. Any demurrage incurred after the free demurrage period at the discharging port will be on Buyer’s account.

 

b) All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and breaches in the provisions shall be subject to penalties as per the penalty clause of this contract.

c) The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) shall bear the costs for the extension of the validity of the letter of credit or any payment instrument acceptable by seller.

 

ARTICLE 11. GUARANTEE OF PAYMENT BY BUYER

 

Payment for consignment in favor of the Seller in the approximate amount shall be effected by irrevocable Transferable Letter of Credit Payable 100% at Sight.

 

ARTICLE 12. PAYMENT TERMS AND CONDITIONS:

 

Payments due under this contract shall be effected by an irrevocable, transferable, Documentary letter of credit value100% at sight. And this DLC will activate automatically the Non-operative PB issued by the Seller.

 

Collection of payments for shipments by the Seller shall proceed by the presentation of documents specified in the non-operative letter of credit by Seller’s bank to the Buyer’s issuing bank.

ARTICLE 13. BANK CHARGES:

 

Bank charges for any amendments of the letter of credit value100%. Payable at Sight shall be borne by the Party at fault, being the party whose act or commissions have necessitated the changes.

ARTICLE 14. SHIPMENT:

 

a) The shipment of (30,000 Metric Tons), (+/-5%) shall be delivered within 30 days from the day of receiving buyer’s receipt of payment instrument.

b) The Seller shall inform the Buyer by email or fax the exact time of departure of the vessel at the loading port, voyage itinerary and routing and estimated time of arrival at the port of discharge designated by Buyer, within 72 hours of notification for the Buyer to make necessary arrangements.

 

ARTICLE 15. SHIPPING DOCUMENTS:

 

Buyer’s bank shall make payment to Sellers bank upon presentation of following shipping documents by the Sellers Bank to the Buyer’s designated bank:

a) Original signed and stamped commercial invoice covering the description, unit price, loading quantity, total amount and copies each in triplicate (3/3) issued by the Seller.

b) Original signed and stamped packing list indicating total shipped on board quantity, and

Copies each in triplicate (3/3) issued by the Seller.

 

c) Original signed and stamped draft survey report and copies each in triplicate (3/3) issued by Society Generate de Surveillance (SGS) at loading port. (SGS is at Seller’s costs)

 

d)Signed and stamped quality & Quantity inspection certificate and copy each in triplicate (3/3) issued by Society Generate de Surveillance (SGS) inspection certificates at loading port, SGS is at Seller’s costs,

 

e) One original and three copies (1/3) of certificate of origin issued by Chamber of Commerce of loading country.

 

f) Full (3/3) set of original of clean shipped on board bill(s) of lading, made out to Buyer and blank endorsed, signed and stamped by the shipmaster,. Showing notifying Buyer marked “Ocean Freight prepaid.

 

g) One original and three copies (1/3) of pre-shipment inspection certificates issued by SGS certifying that the commodity is free from radioactive materials, free from closed containers and any explosive materials, free from materials that will cause environment pollution and certifying that shipped materials are in conformity with steel scrap standard ISRI 200-206.

 

h) Certificate of non-wood substance in two (2) originals to be issued by the Seller.

 

i) Seller’s / Beneficiary’s certificate including courier receipt certifying that a full set of non-negotiable shipping documents and full set of original clean on board ocean bill of lading has been sent directly to the Buyer by courier service within the next four (4) banking days from the date of loading.

 

j) One copy of shipping advice bearing the vessel’s name and registration number and date; weight shown on the Bill of Lading, the Contract number and Transaction Code, name of commodity; invoice value; ETA to the discharging port as sent to the Buyer within three (3) working days after shipment date.

 

ARTICLE 16. WEIGHT SURVEY:

 

Weight for invoice purposes shall be established at the loading port by Society Generate Surveillance (SGS), the report of draft survey at the loading Port shall be for Invoicing only, and SGS issued at the Seller’s account.

 

 

ARTICLE 17. INSPECTION:

 

BY SGS (RUSSIAN BRANCH) OR BUYER’S GOVERNMNET AUTHENTICATE INSPECTION COMPANY.

 

a) Access for goods Inspections sought by the Buyer and/or its representatives shall be granted only after notarization/registration of the contract with the Russian ministries.

 

b) Inspection shall be done at port of loading by Society Generate Surveillance (SGS) The Seller will pay inspection fee for SGS only, Fees for the Buyer’s inspection at yard will be paid by Buyer, at the discharge port. Weight inspections respectively done by SGS at the loading port shall be final and binding upon both Parties on any issues relating to weights and measures of the quantity or quality of goods delivered.

 

SGS INSPECTION: THIS MUST BE DONE AT LOADING PORT AT SELLER’S COST.

 

c) The Seller shall on Buyers request within three working days (3) after the date of confirming the mandatory payment for contract notarization/registration with appropriate authorities in Russia. If buyer wishes, an invitation letter will be sent to the Buyer and Buyer’s representative to be issued with a business or other appropriate visa to enable such representative travel down to RUSSIA to verify the availability of the goods or its quality at the yard/port of loading and at the Buyer’s own expense.

 

 

ARTICLE 18. IMPORTATION ARRANGEMENT:

 

a) Buyer understands and acknowledges full responsibility for the prompt settlement and/or discharge of any import tariff (value added tax), custom duty, terminal handling charge, and/or demurrage charges arising at the port of discharge.

 

b) Buyer understands and acknowledges full responsibility for the prompt procurement of such import licenses and/or permit (quota) required for processing the goods at the port of discharge.

 

ARTICLE 19. QUANTITY ADJUSTMENT:

 

a) The Parties agree and commit to respond to each other promptly on all issues giving rise to a need for quantity adjustments in the course of shipments.

 

b) If a quantity difference is established satisfactorily by survey reports in the course of shipments, payment adjustments shall automatically fall due and shall in the first instance be arranged by means of debit and/or credit notes being issued on a pro rata basis to the Buyer within 10 days from the date of receipt of weight or quantity survey reports issued at the port of discharge.

 

c) No action shall require to be taken by the parties in relation to adjustments where any deviation in weight or quantity delivered does not exceed 0.1%.

 

d) Any issues relating to the weight or quantity deviations shall be resolved by reference to SGS quantity surveys executed at the port of loading and by reference to certificates based on surveys at the port of discharge issued by the Administration of Quality Supervision,

 

 

ARTICLE 20. QUALITY CLAIMS:

 

a) In the event of any intention to proceed with a claim relating to the quality of goods delivered, the Buyer shall notify Seller immediately in writing by fax and then by registered post or by courier service and provide a certified true copy of the quality survey report relied upon and being one issued by SGS. Delivery of the true copy of the survey report shall in any event be no later than within 45 days from the date of discharge at destination port.

 

b) Seller shall at all times provide the Buyer with a full response to all quality claims including an explanation of its own findings in investigation of the causes of any quality deficiency and its views and remedial measures on the same within 10 days from the date of receipt of the quality survey report.

 

c) In the event of a finding after surveys that there is indeed a quality difference from the agreed specifications in a delivered shipment, compensation shall automatically become payable to the Buyer.

Such compensation shall provide an indemnity for all provable loss and damage suffered by the Buyer on account of the deficient quality. Such compensation shall be deemed separate from indemnities for legal and other reasonably foreseeable expenses incurred by Buyer in recovering such compensation due.

 

 

ARTICLE 21. DEDUCTIONS FROM FINAL WEIGHTS:

 

a) The total weight of foreign materials found in shipments shall at all times be deducted in the calculation of the final landing weights of goods delivered. Such foreign materials may include but shall not be limited to dust and dirt, mud and sand, scale slag, dross, mash, wood, plastic, oily parts, grease, alloy, and other non-metallic substances.

 

b) The final weights of delivered goods to be disclosed on SGS certificates issued at the port of delivery shall not include all such foreign materials. Such final weights shall be deemed to be those disclosed on each SGS certificate issued at the port of discharge.

 

c) The total amount of such foreign material as shall in the event be found should not exceed 0.1% of the weights disclosed on the Bill of Lading (B/L Weight). In case the foreign material weight amounts to more than 0.1% of the B/L weight for the goods, the Buyer shall immediately fax a certified true copy of the SGS certificate to the Seller for adjustments to be effected.

 

d) Seller shall refund such repayment as may be found to be due to the Buyer on any adjustments being made within 5 working days in the event of this occurring on a one off shipment or if this were to occur on the final shipment.

 

 

ARTICLE 22. LATE DELIVERY AND PENALTY:

 

a) In the event of Sellers partial failure in performance with delivery terms of the Contract and such partial failure is traceable to causes other than force majeure and such failure further results in a late delivery, the Buyer shall be entitled to serve Notice to Seller of such provable loss as has arisen and seek an indemnity for the same by means of a formal claim for an indemnity to the Seller. Such claim shall be settled no later than 31 days after delivery.

 

b) A penalty charge shall be levied against the Buyer at the rate of 0.3% of total value for every day the shipment is delayed as a result of the Buyers acts or omissions. This said penalty shall be calculated from the 1st day after the latest date of shipment fixed under this Contract.

 

 

ARTICLE 23. NOTICE OF SHIPMENT:

a) On completion of loading, the Seller shall serve the Buyer a formal Notice of Loading within 72 hours of such completion and by means of a e-mail providing one copy of the shipping advice including the vessel’s name and other identification and registration particulars; B/L number and date; B/L weight; the Contract number and Transaction Code, name of commodity; invoice value; ETA port of the discharge.

 

b) After giving Notice of Loading, Seller shall e-mail to the Buyer a copy of the complete set of documents covering the shipment no later than three (3) working days after giving such Notice and shall in any event send a set of the said documents to the Buyer by DHL or similar courier service within the next four (4) working days after shipment.

 

ARTICLE 24. ADVICE OF ETA:

 

The Seller or the Vessel’s Master shall give notice of the vessel’s expected time of arrival (“ETA”) by fax to the Buyer, 5 days, 72 hours, and 24 hours respectively before ETA at the discharging port.

 

ARTICLE 25. INSURANCE:

 

a) The Buyer shall be responsible for effecting insurance cover on the goods whilst in transit.

 

b) In the event Buyer shall bear the expenses of procure the issue of a policy with a first class Insurance Institute to cover one hundred and ten percent (110%) of the value of the cargo. The insurance policy will cover all risks or loss or damages to the said cargo, including war, hijacking, explosion, etc, from the moment the cargo has passed the ship's manifold flanges at the loading port.

 

c) Marine insurance shall be required to cover all risks of loss or damage to the said cargo, including war, hijacking, explosion, etc. until discharge of the cargo commences at the discharge port.

 

ARTICLE 26. SHIPMENT:

 

Shipment of goods must be completed under this contract and Trans-shipment should not be permitted, unless both parties agreed in the course of shipment processes in this contract.

 

ARTICLE 27. PARTIAL SHIPMENT:

shall be permitted under this agreement subject to full notice of intention to proceed by such means being given by the Seller to the Buyer with explanation should this ever be necessary for Partial shipments to be allowed.

 

 

ARTICLE 28. NOMINATION OF THE CARRYING VESSEL:

 

a) The carrying loose bulk vessels being seaworthy and in good technical condition or any other approved vessel.

 

b) In the event, overage premium, if any, shall be for the account of Seller.

 

c) Prior to shipment, the Seller shall give full Notice of the Particulars of the Carrying Vessel to the Buyer by e-mail or fax and such detailed particulars shall include its name, nationality, age, LOA, beam, laden draft, the number of hatches, expected date of loading, contract number and the quantity to be loaded, copy of the registration details of the vessel.

 

d) The Buyer shall acknowledge receipt of the Notice of the Particulars of the Vessel within 48 hours after receipt of the Seller’s Notice and nomination. In the event that the Buyer does not respond with a Notice giving details of objections to the vessel nomination within 48 hours after receipt of the Seller’s Notice and nomination, the vessel shall be deemed to be acceptable to the Buyer for the purposes of the execution of shipment required under this contract.

 

 

ARTICLE 29. TITLE AND RISK:

a) Title with respect to each specific shipment shall pass from the Seller to Buyer upon Sellers bankers’ receipt of the full payment transfer due against the specific payment.

 

b) All risks with respect to a shipment shall pass to the Buyer at the place of loading port and at the time of loading of Goods from the loading devices into the Vessel.

ARTICLE 30. FORCE MAJEURE:

 

a) The current standard International Chamber of Commerce (ICC) terms on force majeure shall apply to this contract and the Force Majeure Clauses of the ICC shall be deemed to be incorporated in this contract

 

b) Neither Party shall be held responsible for the settlement of loss or damage arising through the failure of performance of obligations under this Contract.

 

c) In the event of the occurrence of an event amounting to force majeure and being one affecting the execution of obligations under this contract notice of such event together with a certificate confirming the same and issued by the government authorities or local chamber of Commerce of the Party concerned shall be deemed to adequate evidence of the event.

 

d) In the event of the occurrence of an event properly defined as amounting to force majeure such notice of the same shall be deemed to be adequately served if given immediately by facsimile/email and by delivery to the Seller/Buyer by registered mail, and/or courier service,

 

e) Should the delay caused by a force majeure event last for more than 1 (one) month, the Parties shall fully attempt to agree measures to allow Contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of the certified force majeure event, the Parties are entitled to terminate the Contract.

 

f) A force majeure event does not exonerate the Buyer from paying for any goods already delivered under the contract.

 

ARTICLE 31. ARBITRATION and GOVERNING LAW AND STANDARDS:

a) This transaction is governed by the standards set under ICC regulations, conventions and best practice guidelines for international commercial transactions and in default of agreement the ICC shall be referred to amicably by the parties for guidance on any issue concerning the interpretation and enforcement of any arrangement made in its course.

 

b) All disputes arising out of or in connection with this contract or any alleged breach thereof shall be referred for arbitration in London (United Kingdom). Such arbitration shall be conducted in accordance with the rules and guidelines for arbitration of the International Chamber of Commerce and shall be conducted by one or more arbitrators appointed in accordance with the said rules.

 

c) The award of a sole arbitrator or joint arbitrators shall be final and binding on all Parties

without any possibility of recourse. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction hereof.

 

d) Nothing in this contract shall be construed to prevent any Court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to this section.

e) To the fullest extent permitted by law, any arbitration proceeding and the arbitrator’s award shall be maintained in confidence by the Parties.

ARTICLE 32. LIABILITIES TO THIRD PARTIES

a) Taxes: The Parties agree to be individually and separately liable for any taxes that may be chargeable on any and all income arising out of the application of funds advanced or recovered through this contract.

 

b) Quite apart from central or local government imposed taxes, each party accepts liability for all other fees, imposts, levies, duties, charges institutional costs, commissions or other expenses that may arise in both the preparation for and due execution of their respective obligations under the contract save that where such charges arise or are incurred solely by virtue of the default of the other under this agreement, the defaulting party shall indemnify the other party.

 

c) All parties agree to indemnify each other in respect of third party claims made against the parties jointly or severally the other by virtue of the others failure to observe the provisions of any agreement, law convention or other legal provision related to or relevant to the transaction and applicable to itself and which provision was not disclosed or declared previously to the other at the outset of this transaction.

 

d) Each party agrees to indemnify the other in respect of loss and expense arising by virtue of claims and charges made against a party by virtue of either parties default under this agreement or arising by reason of breach of the agreement or provable misconduct of the other linked to the operation or enforcement of this agreement.

 

ARTICLE 33. CONFIDENTIALITY and NON-DISCLOSURE

 

a) Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).

 

b) The Buyer shall not use confidential information provided by the Seller to:

(i) Circumvent the Seller in commercial dealings with any suppliers under the contract, or

(ii) Knowingly do anything to cause the Seller or its agents to lose any fees, commissions credits or other benefits that are due or may become due under Sellers agreement(s) with its own product sources and suppliers engaged for the purpose of this Contract, if any, or

(iii) Do anything to circumvent the Seller in such a way as to put Seller at a commercial

disadvantage with its own suppliers or commercial or government agencies in countries

involved in the Sellers own procurement arrangements under this contract.

 

c) The Seller for its part shall not also use confidential information provided by Buyer to:

(i) Circumvent the Seller in commercial dealings with Consignees introduced by the Buyer under the contract, or

(ii)Knowingly do anything to cause the Buyer or its agents to lose any fees, commissions credits or other benefits that are due or may become due under Buyers agreement(s) with its own consignees awaiting shipments in agreements drawn with Buyers consignees under the umbrella of this Contract, if any, or

(iii) Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial

disadvantage with its own consignees or agents or government or commercial agencies

involved in Sellers own commercial arrangements under this contract.

 

d) Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.

 

e) The duty of confidentiality of the Seller and Buyer in respect of matters relating to this contract shall remain in force for a period of 5 (five) years from the date hereof.

 

f) Any breach of these provisions on confidentiality shall entitle the aggrieved party to a claim for the payment of damages by the party in breach or default.

 

 

ARTICLE 34. NON-CIRCUMVENTION AGREEMENT

 

a) The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.

 

b) The Parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.

 

c) The Parties shall not in any way whatsoever circumvent or attempt to circumvent each

other or any Party involved in any of the transactions the Parties are desiring or entering into

and to the best of their ability and assure each other that the original transaction codes

Established will not be altered or changed.

 

d) The parties recognize this contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contacts or commercial sources revealed by the other party, without the formal written consent of the other.

 

e) Neither Party shall avoid payment of due fees, commissions, and remuneration in any way whatsoever to the other party or its agents, successors or nominees.

 

f) In the event of circumvention, whether directly or indirectly, the circumvented Party shall be entitled to a legal monetary penalty as damages. Such penalty shall be equal to the maximum amount it would have made from the relevant transactions had such circumvention not occurred and any and all expenses, including but not limited to legal fees that would be reasonably incurred in the investigation of the matter and recovery of said damages.

 

g) A circumventing Party whether acting by itself or through a nominee or agent acting on its behalf or for its benefit automatically renounces to any right that its nominee or its agent or itself may have to claim a reduction of amounts reasonably incurred by the aggrieved party and its agents to investigate and expose either the alleged and proven circumvention or the subsequent claim and recovery of damages.

 

h) All considerations, benefits and commissions received as a result of the mutual engagement or activity by the Parties in relation to any of the transactions shall be allocated as mutually agreed to.

 

i) Buyer irrevocably binds itself to provide any and all documentations requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

 

j) Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

 

 

ARTICLE 35. AMENDMENTS AND SUPPLEMENTS:

 

a) All amendments to this Contract shall be deemed valid and binding upon the Parties only if made by mutual consent in writing. Agreement reached between signatories of the Parties and exchanged by fax, email or telex shall be considered as effective written agreement.

 

b) This Contract shall come into full legal force after authorized representative of both contracting Parties have signed and stamped on each page. Upon signing of this contract, all previous verbal and/or written arrangements concerning the subject of this Contract shall be considered null and void.

 

c) The present Contract and its amendments and supplements shall be written in both English in five (5) copies. In the event of any deviation in meanings of terms or descriptions used in the respective languages, English meanings shall prevail and govern the interpretation to be put to the provisions of the contract.

 

 

ARTICLE 36. APPLICABLE LAWS AND DEFINITIONS:

 

This Contract shall be governed by and construed in accordance with rules and/or guidelines of the International Chamber of Commerce (ICC, Paris) and subject to the interpretation of INCOTERMS 2000 edition as amended, and as published by the International Chamber of Commerce.

 

 

ARTICLE 37. TERMINATION OF CONTRACT:

 

a) Either Party may terminate the Contract should the other refuse performance of a substantive contractual obligation in circumstances where a force majeure event has not occurred or cannot properly be deemed to have arisen.

 

b) Refusal of such substantive obligation shall always include a refusal by the Buyer to arrange and secure the Irrevocable Letter of Credit in the stipulated terms and /or a refusal by the Seller to post the Performance Bond in the stipulated terms.

 

c) Notice of Termination by any party shall be given no later than within 30 (thirty) calendar days upon discovery or notification of the non-performance of a contractual obligation by the defaulting party.

 

 

ARTICLE 38. FACSIMILE COPIES

 

Facsimile copies of this Agreement being duly signed shall be deemed to be original and shall be binding on all parties. Faxed copies of letters exchanged by the parties and/or faxed signed true copies of email correspondence exchanged by the parties shall be deemed to be admissible as aids in resolving any issue arising in relation to the interpretation and enforcement of the Agreement.

SELLERS JOINT BANKING INFORMATION:

 

BANK: KEB AUSTRALIA LIMITED AUSTRALIA BRANCH

ADDRES: Level 6.Aig Building 220 Goerge Street Sydney Nsw 2000, Australia

ACCOUNT NAME: PNCOMM PTY LTD

ACCOUNT NUMBER: 015208-4779-86989

ROUTING NUMBER:

SWIFT CODE: KOEXAU2S

BANK PHONE:

BANK FAX:

BUYERS BANKING INFORMATION:

 

BANK:

ADDRES:

ACCOUNT NAME:

ACCOUNT NUMBER:

ROUTING NUMBER:

SWIFT CODE:

BANK PHONE:

BANK FAX:

BANK OFFICER / TITLE:

 

 

SELLER: BUYER

PNCOMM PTY LTD.

 

___________________________ ___________________________

MR,HEEIN YEUN MR.

PRESIDENT

 

20th/MAR/2012 20TH/MAR/2012


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