Offer 100.000 MT CIF Rotterdam DELIVERY OF GAS OIL D2 L-02 GOST 305-82 & JP 54

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Offer 100.000 MT CIF Rotterdam DELIVERY OF GAS OIL D2 L-02 GOST 305-82 & JP 54

Post  Admin on Thu Jul 04, 2013 1:14 pm

Buyer from refinery available : reserve for this offer ( D2 & JP54 ) , you must wait

Offer D2 100.000 MT x 12  price  525 USD / MT   plus 5 USD per MT  commisiosn closed

Offer JP 54  1 mil bbls x 12  price  54 USD  / bbls  plus commision  1.5 usd per bbls  closed  



Offer 100.000 MT CIF Rotterdam  DELIVERY OF GAS OIL D2 L-02 GOST 305-82

bounce  https://www.dropbox.com/sh/mhk7dadh1ulf9e4/NPqXPNL_jF


DELIVERY OF GAS OIL D2 L-02 GOST 305-82



DATE: 1ST JULY; 2013.

THE SELLER:
XXXXXXXXXXXXXXX

REPRESENTED BY:
XXXXXXXXX
GENERAL MANAGER



THE BUYER:
XXXXXXXX

REPRESENTED BY:
XXXXXXXXX











This contract signed on this 1st day of July; 2013 between:
XXXXXXXXXXXXXXXXX" hereinafter referred to as "SELLER", represented by the General XXXXXXXXXXXX  acting on the basis of Statute, on one hand, and XXXXXXXXXXXXX , represented by XXXXXXXXX  acting on the basis of Statute, hereinafter referred to as  "BUYER", have concluded this contract about the following:

1. SUBJECT OF CONTRACT
1.1. The parties mutually desire to execute this contract which inure to the benefit of the parties, their legal representatives, further in the text of "party", in accordance with the terms and the provisions here coordinated.
1.2. The seller is the lawful owner of the goods, in amount and quality as specified herein, and that the buyer has the desire and full ability to buy the commodity.
1.3. Commodity is Gas Oil D2 L-02 GOST 305-85 of Russian origin.
1.4. Seller and buyer hereby agree to deliver and accept the above quantity in partial shipments, with reference to the provisions set out in this contract.
2. PRICE OF COMMODITY
2.1. The price for Gas Oil D2 L-02 GOST 305-85 of Russian origin on conditions of delivery “CIF”, fixed in United States Dollars for one metric ton and defined on the basis of publications “FIXED PRICE OF FIVE HUNDRED AND TWENTY-FIVE (USD 525) PER METRIC TON”.
3. AMOUNT OF COMMODITY
Monthly contractual quantity of the commodity sold and purchased under this contract is one hundred thousand (100,000)metric tons. This specified quantity is equivalent to one month's supply to be repeated for twelve (12) consecutive calendar months.
4. QUALITY OF COMMODITY
For full duration of this contract, the seller guarantees that the quality of the product sold will conform to the guaranteed specifications as reported in Annex 1, which constitutes an integral part of this contract.
5. DELIVERY OF COMMODITY
5.1. Seller warrants performing delivery of the transacted commodity on CIF inside customs-outturn quality basis, to the buyer’s designated discharge port(s) the shipping contract confirmation and the designated port(s) confirmation.
5.2. The first delivery of the goods on this contract should begin no more than thirty (30) to forty five (45) banking days from the moment of signing the contract, and also performance of conditions of guarantees to this contract and payment of the goods.
5.3. Buyer shall specify the discharge port in accordance with the approved quarterly delivery scheduled.
5.4. In accordance with provisions set out in the above, the seller and buyer hereby acknowledge to performing the delivery of monthly lots in batches to conclude the total amount of not less than “SUEZ AX” shipments and up “CAPE size” for every shipment.
5.5. Buyer will have the option to change his designated discharge port within the country, provided that a written notice is given to the seller at least thirty (30) calendar days prior to the estimated ship’s arrival at the former scheduled nominated discharge port.
5.6. Seller to notify the buyer of the full – chartered ship’s particulars (general dimensions, cargo system arrangement and maximum unloading capacity rate, cargo tanks capacities at 98% loaded, manifolds sizes and reductions available on board). This information must be provided to the buyer at least five (5) days prior to the seller’s vessel nomination, so as to assure compliance at the buyer’s discharge port.
5.7. Seller shall ensure timely arrival of the ship to the discharge port in conformity with the approved schedule.
5.8. Vessels chartered by seller shall in all respects meets port rules and regulations in terms seaworthiness, fire and common safety, ballast operations, and discharging rates, otherwise, or any damages caused by non – compliance with such rules and regulation shall be imposed on the seller. Vessel(s) to be acceptable by buyer and such acceptance shall not be unreasonably withheld. However, the seller’s chartered vessel shall comply with the three major oil companies’ requirements and shall be TOVALOP / PANDI or equivalent registered.
5.9. Written notification can be sent in working time day or night if it is not contrary to the local shipping regulations.
5.10. Seller’s chartered vessel(s) shall at the loading port with her tanks in a prepared state for fitness and cleanliness inspection.
5.11. The vessel’s master shall advice the buyer and ship owner’s agent at the port of discharge, the ship’s ETA240 / 120 hours before her arrival, her name, tonnage flag, draughts quantities, and actual time of arrival 48,36,24, and 12 hour before her arrival to the discharge port.
5.12. The seller’s chartered vessel may arrive at the designated loading port with slops in one or two tanks. It is the sole and exclusive option of the seller to perform LOT (Load on Top) procedure or keep said amount of slops segregated from the incoming cargo. In the event of any LOT procedure, seller will arrange that the said tanks containing the slops would be sampled separately.
5.13. The seller will be allowed to complete a full discharging of the goods.
5.14. Discharging shall be considered completed and lay time will cease upon disconnection of discharging hoses from the loaded vessel.
5.15. All expenses connected to the freight of a vessel are to be paid by the seller. All specified normative time data may be corrected, according to normative and on agreements of shipment for the goods to port.
5.16. After the tanker is loaded the buyer has the right to deliver the consignment to any destination of his choice outside the Russian Federation and CIS countries.
5.17. All the other ports of shipment mutually of agreed between by the seller and the buyer.
5.18. After fifth (5) and eleventh (11) discharged, the parties make verification of the delivered and paid quantities of the goods.

6. CONTRACT WORKING  PROCEDURE

1- Buyer issues ICPO to the seller.
2-Seller studies the ICPO, acknowledges it and issues FCO to buyer with NCNDA / IMFPA.
3-Buyer signs/seals and returns the FCO to the seller with acceptance letter.
4-Seller issues draft contract to the buyer; which is open for amendments.
5- Buyer signs, seals and return the amended draft contract (if any) to the seller.
6- Seller signs, seals the draft contract and return to buyer via post.
7- After confirmation of receipt of the hard copy, the buyer will forward the documents below to the seller:
(a) A copy of the data page of international passport.
(b) Copy of company registration or Copy of company license.
8- Seller will investigate the documents and use them to apply for Purchase Allocation Code Certificate on behalf of the buyer. Thereafter, the seller will forward below partial proof of product to the buyer.
(a). Certificate of incorporation
(b). Purchase allocation code certificate
(c). Certificate to export the product
(d). Refinery commitment to produce the product
(e). Delivery -Acceptance Art
(f). Affidavit
9- Buyer will confirm receipt of the above partial proof of product (POP). The contract will be notarized and stamp duties be done at Moscow high court. This act will be fully financed by the seller and the buyer.
10- As soon as item “9” is concluded; all documents will now be lodged in seller's bank and the buyer will be notified. The buyer will now issue MT 103/23 for value of one month shipment as proof of fund (POF) to designated bank account by the seller or any other payment instrument that will be accepted by the two parties.
11-  Seller's bank confirms the proof of fund (POF) and initiate bank to bank process; whereby all the full proof of product (POP) documents listed below will be SWIFT to the buyer's bank:
(a) Copy of the License to Export, issued by the Ministry of Energy;
(b) Copy of approval of Export, issued by the Ministry of Justice;
(c) Copy of statement of availability of the product;
(d) Copy of the refinery commitment to product the product;
(e) Copy of contract to transport the product to the port;
(f) Copy of the port storage agreement;
(g) Copy of refinery certificate of product;
(h) Copy of the Charter Party Agreement to transport the product to discharge port;
(i)  SGS report.  

12- As soon as buyer confirms receipt of full proof of product (POP) documents by the bank, within 5 banking days the buyer issues RDLC to the seller's bank.

13- Seller confirms RDLC with our bank and issue operative 2% performance bond to buyer bank to activate RDLC.

14- Upon thorough and complete verifications, shipment and delivery shall commence immediately as per signed contracts.

15- Seller releases payment to all intermediaries / agents same time out-turn after shipment delivered per slot via SWIFT fund transfer within (48) banking hours discharge of the cargo and receipt of all the relevant shipping documents.  
7. PAYMENT GUARANTEE
The payment guarantee from buyer is issued documentary letter of credit from acceptable bank in total amount of fifty-two million, five hundred thousand United States dollars (USD 52,500,000.00). This amount covers the first month delivery and revolving for twelve (12) calendar months till the fulfillment of all contract obligations.

8. COST OF GOODS AND PAYMENT
8.1. The same with clause 7 of this contract.
8.2. Payment of the goods by the buyer will be made within five (5) days after discharging on the basis received from the seller of the invoice and the documents confirming of the shipment:
8.2.1. Commercial invoice duly signed in triplicate showing loaded quantity (B/L quantity);
8.2.2. Certificate of origin in original of the goods;  
8.2.3. Three (3) copies of the customs declaration;
8.2.4. 3/3 original clean on board marine Bills of Lading plus 3 non-negotiable copies. Each original B/L to be originally signed by the master and showing vessels stamp;  
8.2.5. Original of certificate of quality issued by independent inspectors at the port of loading and discharging;
8.2.6. Original of certificate of quantity issued by independent inspectors at the port of loading and discharging evidencing net loaded vessel;  
8.2.7. Time sheet;
8.2.8. Filling report on vessel's tanks;
8.2.9. Master's receipt for documents, evidencing receipt of one copy of documents as in clause 8.2.1-8.2.8.
8.2.10 Certificate of insurance coverage with payment confirmation issued by first class insurance company.
8.3. The invoice and documents of confirming shipment, the seller sends with by help of fax and the bank’s post to the buyer and the buyer shall accept them for the execution of payment.  
8.4. The total cost of this contract will be equal to sum of all volume of the goods delivered under the present contract and basis on the price for a delivery date. From the date of signing of this contract, the parties accept the total sum of this contract to be six hundred and thirty million United States dollars (USD 630,000,000.00). This will be applied in all disputes between the parties. The currency of the present contract is established in United States dollars.  
8.5. If payment due date falls on a banking holiday then payment shall be made on or before the nearest preceding business day to the due date.
9. DEFINITION OF AMOUNT
9.1. The quantity of the goods delivered by the seller and accepted by the buyer is as per Bill of Lading.
9.2. Determination of B/L quantity should be performed in accordance with the standards and methods currently in force in port of loading and confirmed by flow-meter reading or shore tanks measurements at loading port.
9.3. The loading of each vessel shall take place under the supervision of the seller and the buyer.
9.4. The quantity confirmed by the SGS is to be considered final and binding for both parties.
10. DEFINITION OF QUALITY
10.1. The quality of each lot of goods shall be determined in accordance with the international accepted standard methods.
10.2. The determination of the quality of the goods shall be effected by an Independent Inspector from SGS at the loading port. Both seller and buyer agree to nominate two survey companies to arrange joint inspect at discharging port and the joint inspect certificate should be final for both parties. All the services of Independent Inspector will be paid by seller at loading port and to be paid by buyer at discharging port.
10.3. During loading of the tanker arbitration samples are to be taken from the auto-sampler of the shore pipeline which should be sealed by seller and ship administration's representatives before commencement of loading operation or from the end of shore pipeline.
10.4. Sampling should be performed according to the standard international procedure. The samples thus taken and thoroughly mixed are to be filled into bottles and sealed.
10.5. One part of these samples filled into not less than two bottles and sealed by seller or their appointed representative, is to be placed on board of the tanker, care of the master, for delivery to the buyer or their nominated receiver at the discharge port. The other part of the same samples, filled into not less than two bottles sealed by the master is to be kept by the seller.
10.6. The samples taken in such manner shall be considered as the only samples for arbitration. If loading was made under the observance of the independent Inspector, samples taken by such Inspector shall be considered as arbitration samples.
10.7. Both parties shall keep the samples taken according to par. 10.3 and 10.6 hereof within the duration of this contract, and in case of claims, till the moment of their settlement.
10.8. The quality confirmed by the SGS is to be considered final and binding for both parties.
11. CLAIMS FOR QUALITY
11.1. If the buyer fails to inform the seller within thirty (30) calendar days after the date of goods' arrival to the port of unloading in written form with enclosure of all necessary copies of inspection reports proving the inferior quality of the consignment as compared with the quality certificate set forth in this contract, such consignment of the goods shall be declared by the seller as conforming to the agreed quality and no further buyer's claim shall be accepted for consideration.
11.2. In case the independent inspection proves that the chemical composition of any consignment does not conform to the specification agreed in the present contract, the buyer shall accept such consignment with reduction of price as agreed by the parties.  
11.3. If the seller receives a claim with respect to quality, quantity of a consignment of the goods within the stipulated period of time in accordance with the terms of this contract, he shall have the right to agree with the buyer as regards the discount in the price for such consignment of the goods.
12. CLAIMS ON DELIVERY
12.1. Demurrage/Dispatch if any will be paid on demand of the simple written request by buyer/seller within 30 days for each shipment. Demurrages/ Dispatch amount shall be computed at the chartered party rate for this purpose, seller shall provide the buyer with a copy of the original charter party. Demurrages/ Dispatch will be based on daily rate of pro-rata thereof, as per charter party.
12.2. Demurrage/Dispatch claims are to be lodged to the seller not later than thirty (30) days from the complete discharging date, otherwise claims became void and invalid. Demurrage must be paid for within three (3) months from the time of receipt by the seller of the respective claims justified by the related documents.
12.3. The time during which discharging could not be carried out because of weather conditions or due to circumstances being beyond the buyer’s control such as waiting for a berth, sanitary, immigration and customs inspection, vessel's berthing and other events ranging from anchorage mooring and disballasting, as well as the time during which no discharging could be technical and other reasons relating to the tanker, will not be reckoned in the tanker's lay time.


13. FORCE MAJEUR
13.1. The seller and the buyer will be released from the responsibilities for partial or fully not performance of obligations under this contract, if it was by a consequence of force majeure circumstances, this force majeure circumstances is not distributed for performance of financial obligations.
13.2. The force major recognizes the following events: earthquake, flood, the fire, epidemic, failure on the transport, military actions, decree of Governments of countries on which territory passes fulfillment of the contract of fulfillment, directly influencing an opportunity, by the parties of the present contract.
13.3. The party which has undergone to action of force majeure circumstances or with obstacles outside of its control is obliged immediately by telex or cables to notify the other party on occurrence, kind and probable duration of action of the indicated circumstances and obstacles.
13.4. Confirmation of circumstances of force major will be the certificate, given by chambers of commerce and industry, of country of the seller or country of the buyer.
13.5. The arisen circumstances and obstacles will prolong term of performance of obligations under this contract for the period of action of the specified circumstances and obstacles.
13.6. If the force major circumstances and obstacles outside of the control of the parties will exist over two months the seller and buyer should decide destiny of the present contract. If they will not come to the consent, the party, which was not mentioned by the mentioned circumstances and obstacle, receives the right to terminate the contract without the circulation in arbitration.

14. RESPONSIBILITY
14.1. The buyer should arrange for the chartered vessel to be discharged in due course, otherwise the seller will be released from the responsibility for demurrage caused by any delay.
14.2. Neither party shall be liable for indirect losses arisen as a result of performance or non-performance of obligations under the present contract.
15. RIGHTS OF CONTRACT
15.1. The right of property in the goods, liability and all risks of damage or loss of the goods shall pass from the seller to the buyer from the moment of goods' passing through the vessel's connection flange.
15.2. Neither party is entitled to transfer its rights and/or obligations of this contract to a third party without the other party's written consent.  
16. ARBITRATION
16.1. The present contract is a purely commercial deal concluded in accordance with international rules related to preparations, interpretation, execution of legality and any other issues regarding performance of the present contract including customary norms of honesty, confidentiality adopted by the ICC, Paris, as well as temporary suspension of deliveries due to force-majeure circumstances. Should the parties fail to reach an agreement as regards any aspect of performance of the present contract; the parties agree to submit the matter to Arbitration Court.
16.2. Decision of the Arbitration Court shall be final and binding upon both parties.
17. FINAL PROVISIONS
17.1. After signing this contract all previous negotiations and correspondence between the parties shall be considered null and void.
17.2. All appendices and additions duly signed shall be an integral part of this contract.
17.3. Terms and conditions, which have not been stipulated in this contract, shall be regulated by Incoterms-2010 and latest amendments thereto.
17.4. The original of this contract is signed in four copies, two for the buyer, and two for the seller, all originals have equal legal force.
17.5. Grammar mistakes and misprints, if such are present, shall not be considered as contradictions.
18.ASSIGNMENT
All parties may assign this contract or its total or partial performance hereof to any other company only with the prior written consent of the other party, such consent not to be unreasonably withheld if evidence satisfactory to the other party of the continual and timely performance of this contract is provided. The assignee will assume the obligations of the assignor as if the assignee was an original party to this contract. Formal notice of the assignment shall be rendered to the buyer or the seller (as the case may be), expressly indicating there on the assignee's full contact particulars.


19.PARTIES LEGAL ADDRESSES
Seller company:  XXXXXXXXXXXXXXXXXXXXXx
Address    : XXXXXXXXXXXXXXXXXXXXXXXXXx

Phone       XXXXXXXXXXXXXXXXx  
E-mail      : XXXXXXXXXXXXXXXXXXXXXxx

Buyer company:
Address     :
Phone        :  


20. BANKING DETAILS.
SELLER’S BANKING DETAILS.
Name of the Bank  :              BANK 24.ru MOSCOW.
Bank Address:                      1ST TVERSKAYA-YAMSKAYA, HOUSE 26 MOSCOW,RUSSIA.
Beneficiary Account Name:  XXXXXXXXXXXXXXXXXXxx
Bank Account Number:        XXXXXXXXXXXXXXx
S.W.I.F.T. Code:                 URALRU4E

Correspondent Bank USA:  STANDARD CHARTERED BANK.
Correspondent Address:      NEW YORK, NY, USA.
S.W.I.F.T. Code:                 SCBLUS33
Correspondent Account:      XXXXXXXXXXXXXXx
CHIPS ABA:                        XXXXXXXXXXXX




BUYER’S BANKING DETAILS.
Name of the Bank  :
Address                  :
SWIFT (code)        :
Account Number   :  
Account Name       :  
NOTE: Bank information could be altered depending on the recommendation from our Ministry of Energy.
ANNEX 1
SPECIFICATIONS OF GAS OIL D2 L-02 GOST 305-82
Cetane index, min = 45
Distillation, degrees C 50% max = 280
99% (final boiling point) max = 360
Kinematic Viscosity at 20C, square mm/c, (cst) = 3.0 – 6.0
Sulphur, min / max, % = 0.02 - 0.05
Mercaptansulphur, max % = 0.01
Hydrogen sulphide= abs.
Copper strip test = Passes
Water soluble acids and alkalis = Abs
Actual gum content, mg/100 cubic cm, max = 40
Acidity, mg/100 cm3, max = 5
Iodine number, g/100g, max = 6
Ash, %, max = 0.01
Capability of 10% residue, max, % = 0.20
Filtration index (before introduction of do pant), max = 3
Sediments = Abs
Water  = Abs
Density at 20 deg. C, kg/m3, max = 0.860
Flash point (Closed cup) degrees C. min = 62
Pour point from March to October (summer), degrees C, max = -5
Pour point from November to February (winter), degrees C. max = -10
Cloud point from March to October (summer), degrees C, max = 0
Cloud point from November to February (winter), degrees C. max = -5

ANNEX 2
SCHEDULE OF DELIVERIES
QUANTITY IN METRIC TONSOF GAS OIL D2 L-02 GOST 305-82
Sides must agree the exact graph of supply within fifteen (15) working days from the moment of seller’s acceptance of the buyer’s documentary letter of credit, the schedule of delivery will be binding by buyer and seller.
SHIPMENT
NUMBER FREQUENCY
MONTH QUANTITY PER MONTH DISCHARGING PORT
(CIF) QUANTITY PER SHIPMENT
PSC001 August 2013 100,000 ROTTERDAM 100,000
PSC002 September 2013 100,000 ROTTERDAM 100,000
PSC003 October 2013 100,000 ROTTERDAM 100,000
PSC004 November 2013 100,000 ROTTERDAM 100,000
PSC005 December 2013 100,000 ROTTERDAM 100,000
PSC006 January 2014 100,000 ROTTERDAM 100,000
PSC007 February 2014 100,000 ROTTERDAM 100,000
PSC008 March 2014 100,000 ROTTERDAM 100,000
PSC009    April 2014 100,000 ROTTERDAM 100,000
PSC010 May 2014 100,000 ROTTERDAM 100,000
PSC011 June 2014 100,000 ROTTERDAM 100,000
PSC012 July 2014 100,000 ROTTERDAM 100,000
TOTAL Twelve months 1,200,000 1,200,000


ANNEX № 3
GAS OIL D2 L-02 GOST 305-82
NON-CIRCUMVENTION AND NON-DISCLOSURE WORKING AGREEMENT
This “agreement” incorporates by reference the standards of the international chamber of commerce (ICC), Paris, France, on Non – Disclosure, Non – Circumvention and Working Agreements – including privacy, confidentiality and cooperation. It shall bind each signatory (“party”) for five (5) years after execution regardless of the success of any specific transaction, and shall automatically extend to a new terms of five (5) years from the start of any roll, extension, renewal or additional transaction between the principals. To achieve the mutual benefits of cooperation, each party understands that:
Whereas, each party recognizes the valuable proprietary rights which each has established, and that it is in the best interests of each to protect and preserve such rights as have been attained, maintained, developed, serviced and accomplished by each prior to this agreement.
Therefore, each party signing this agreement agrees to abide by the following terms and conditions:
Each party agrees to not circumvent any other party, e.g. to avoid proper payment of fees or returns to a party or to exclude a party from proper participation, even for a rational reason (to facilitate a deal or to avoid losing a deal). Each party agrees to contact, or attempt to contact, directly or indirectly, any “confidential contact” of any other party, or use any “confidential Information” provided by any other party, or disclose any said information to anyone or entity, without a real need and the consent of said other party for each such contact, use or disclosure, and then only after an agreement on fees. Each party agrees to keep private – and protect from leaks into the public domain – any and all privileged and other confidential information concerning any of the parties or their activities. Each party agrees to be responsible for compliance with this paragraph by any “sub – Party” (partner, subsidiary, agent, employee, etc.) of his or hers who has not signed this agreement.
Each party hereby agrees that the terms and conditions of this agreement shall be binding upon and enforceable by his or her heirs, executors, administrators, trustees, wards, guardians, transferees and assigns in the event of his or her death or temporary or permanent mental or physical incapability. All documents and information provided by each principal party shall be true and accurate representations of facts.
Each principal party agrees to indemnify and holds harmless all other parties and their transactions, intermediaries, financial sponsors, lenders, insurance companies, guarantors, borrowers, principals, clients, joint venture partners, stock share owners, business associates, officers, employees and assigns against all claims, demands, liabilities, causes or actions and expenses, including attorney fees and court cost incurred, relating to, arising out of or in connection with that party’s negligence, omission, misrepresentation, malfeasance, fraud, breach of contract, default, willful misconduct, bad faith or violation of any city, state, county, province, federal or international law, regulation, ordinance or stature.
Each party holding a confidential information document owned by another party agrees to promptly comply with a request by the owning party to return or destroy the document and agrees to not retain any part of it in any medium and the owning party shall be the final authority on the use and disclosure of said information and its removal from all media.
Parties violating this agreement shall be liable for payment to the non – violating parties all gains from the violation plus liquidated damages plus any additional amount required by a settlement. Any party injured by a violation shall be entitled to compensation of at least the scheduled amount from each transaction involving the violating party plus all costs and any liquidated damages agreed to or rewarded. In any proceeding under this agreement, each injured party shall be entitled to reasonable attorney fees in addition to any other entitled relief. If any party violates this agreement, each party shall be entitled to injunctive relief to restrain the violations. A waiver by a party of a violation by a party shall not change this agreement or be construed as a waiver of any subsequent violation and shall not affect the rights or remedies of the parties. If any part of this agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.
This agreement shall be construed and enforced under the rules and regulations of the ICC. Each party agrees to participate in good faith negotiations toward resolution of any dispute, claim, controversy or other matter. Each party agrees that if a matter is not resolved within thirty (30) calendar days by the parties themselves, it shall be submitted for settlement by binding arbitration in accordance with the non – circumvention and non – disclosure and working agreement rules and regulations of ICC. The arbitration will comply with and be governed by the reconciliation and arbitration rules of the ICC for complex arbitration, in a venue – chosen by the plaintiff party – where the ICC maintains a division for hearing complex arbitration.
This agreement is subject to the economic and industrial espionage law of the international economic community. Any disclosure not authorized herein or under applicable law of the names, identities, bank coordinates or other key information regarding such transactions, or any of the details thereof, maybe deemed to be a felony, making the violator subject to criminal prosecution.
Each party affirms that he or she reads the English language and understands the wording and content of this agreement, and hereby represents and warrants that he or she or it has the full legal, corporate, trust and / or individual authority necessary to enter into this agreement, and is doing so with the intent to be legally bound hereby and to bind any involved entity via the applicable corporate or trust resolution, and that every party hereto or any other interested party or entity may rely upon the representations in this paragraph without requiring further proof, unless requested.
Each party warrants that there is no legal suit, action, investigation, arbitration, or legal, administrative or other proceeding pending or threatened against him or her as a party which would affect his or her ability to perform his or her obligations under this agreement. Each party affirms to be an independent contractor relative to each other party and not an agent or employee of any other party nor connected to any entity for monitoring, regulating, compliance or a related function.
Each party affirms under penalty of perjury that all of his or her representations made herein are true. A party shall not be in violation of this agreement due to 1: possessing confidential information and / or confidential contacts obtained independently of any other party or 2: acts of God, natural disasters, civil disturbance, etc.
The spirit and intent of this agreement is one of mutual trust, cooperation and reliance of each on the others to perform as expected and to conduct business in a fair and equitable manner.
This agreement may be signed in counterparts and sent in any form, and all counterparts together, in any combination of original and alternate forms, shall constitute one legal binding agreement that shall be protected as confidential information by each party and shall not be disclosed without authorization. Any revision of the agreement must be in writing and signed by all parties.
SIGNATURES FOR ENTIRE NCND WORKING AGREEMENT
The parties have executed this NCND working agreement and “Receipt of a Copy of this entire agreement is hereby acknowledged” (All parties please initial prior pages).
PARTIAL INVALIDITY:
The illegality, invalidity, or non – enforceability provision of this document under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed by and construed in accordance with current English or ICC. 500 signed between partners NCNDA laws.
ARBITRATION:
All the parties agree to refer any disputes between the parties arising out of, or in connection with this agreement, including any questions regarding its existence, validity or termination to arbitration in accordance with the arbitration rules of the international arbitration center (I.A.C.). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of I.A.C. shall apply. All arbitration proceedings shall be conducted in English Language. The tribunal shall consist of one (1) arbitrator to be appointed by the President of the (I.A.C.).
The arbitrator shall have the authority to render his award on the basis of equity principles consistent with the explicit terms of this agreement. Such awards shall include a decision binding upon the parties, directing them to take or refrain from taking specific action with respect to the matter in dispute or disagreement.
Any award and decision taken by the Arbitrator shall be final and binding on all parties and the parties hereby exclude any right of application or appeal to any court in connection with any question of law arising in the course of arbitration or in respect of any award made. All parties shall accept all decisions of the tribunal as being final and binding.
This agreement is issued, agreed and accepted by the Seller and the Buyer and shall become effective immediately from the date of signing hereof by all contracting parties, shall be effective retroactively from the time of initial contact and shall remain in effect for a period of one (1) year from the date of signing of this contract.
The parties hereby agree, to respect the mentioned “Sales and Purchase Agreement” accepted, signed and sealed as below on this 1st day of July; 2013.

SELLER:  XXXXXXXXXXXXXX
REPRESENTED BY: XXXXXXXXXXXX  
SIGN
       
BUYER: XXXXXXXXXX
REPRESENTED BY:    

SIGN:
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