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Post  Admin on Tue Nov 20, 2018 10:33 am



Co. Reg. No. T18LL0882K
Ref: URS/308102/09/2018
Contract Number: 14822212 /2018
Conclusion Date: XXXXXXX
Conclusion Place: Singapore
Represented by:XXXXXXXXXXXx
Designation: Managing Director
The Buyer:
Represented by:
The seller agrees to sell and the buyer agrees to buy the under - mentioned
commodity according to the terms and conditions stated below:
Whereas, SELLER and BUYER, under full corporate or trust authority and
responsibility, respectively represented to each other on the date hereof that the
SELLER is the lawful seller of the commodity, in the quantity and quality
hereunder specified, and the BUYER has the full capability to purchase the said
commodity. Now therefore, the Parties mutually agree to the terms and provisions
as follows:
The Parties mutually accept and refer to the General Terms and Definitions as set
Co. Reg. No. T18LL0882K
out by the CIF TERMS with latest amendments having the following terminology
fully understood and accepted:
USED RAIL: A measure of weight equivalent to one thousand and eight (1,008)
Commodity: Refers to USED RAIL and elsewhere in this Contract is referred to as
Product – USED RAIL which specifications are detailed in the Annex “A” that is an
integral part of this Contract.
Bill of lading: The official document, issued at the load port after completion of the
loading operations, stating among other things, the ship’s loaded quantity,
expressed in Cubic Meters (M3) and in Metric Tons (MT) per the definitions herein.
This document has to be signed in original by the ship’s Master and made out in
accordance without the instruction hereinafter specified in the Agreement.
Loading Terminal: Port of Constanta, Romania - Ukraine - Russia - England. Seller
Delivery Terminal: AWSP
Terms: CIF {Cost, Insurance and Freight.}
Whereas, the parties mutually desire to execute the Agreement which shall be
binding upon, and to the benefit of, the parties, successors and assigns, in
accordance with the juridical law of the negotiated and fully executed contract
with terms and provisions hereunder agreed upon.
Name of Commodity
Definition: USED RAIL
Quantity, & Prices: 30.000 MT x 12 Months = 300,000 MT
Co. Reg. No. T18LL0882K
CIF Price: Three Hundred {$290} US Dollars Per Metric Ton  + Commissiosn Rudolf Group
Monthly Sales Amount: Nine Million ($8,700,000) US Dollars
Total Sales Annual Contract Amount: One Hundre Four Millions {$104,000,000}
US Dollars
Terms of Delivery: CIF
Port of Shipment & Country of Origin: Port of Constanta, Romania or other
Packing: Bulk
Time of Shipment: Within 25-35 days from date of shipment.
Destination Port: AWSP
Insurance: On CIF basis, insurance shall be covered by the seller for 110% of the
Payment Terms: 100% Irrevocable, Non – Transferable LC confirmed, Payable at
Sight against full set of documents.
Required Shipping Documents
➢ Signed Commercial Invoice (2 originals).
➢ Under the term of CIF, Insurance Policy / Insurance Certificate (1 original).
➢ Quality and quantity certificates (each in 2 originals) issued by SGS at the port of
➢ Full set of clean on-board ocean Bills of Lading marked Freight prepaid and
made out to order and blank endorsed (3 originals, 3 copies).
➢ Certificate of Origin: Certificate of origin issued by any chamber of commerce. 2
originals, 3 copies.
➢ Certificate of quality and quantity issued by CIQ discharging port, one original,
two copies.
➢ The third-party documents other than the Invoice Parties are acceptable.
➢ Certificate of Ownership
➢ Certificate of Guarantee and Immunity, Export license.
Co. Reg. No. T18LL0882K
➢ Certificate of NON - Radiation
➢ One original certificate of weight and quality.
13. Inspection & Claims:
➢ The Seller shall issue the relevant quality certificate and Quality Certificate by
NNPC taken at the load port. Inspection at discharge port is at the account of the
➢ The Buyer shall, within 5 days after the arrival of the goods at the port of the
destination, have the right to apply to the inspection organization for the
inspection of the goods. The Buyer will entrust independent CIQ organization to
re-inspect the contracted goods and issue the relevant quality certificate. If the
re-inspection at the port of discharge cannot be finished within 5 days, it will be
regarded that the Buyer has accepted the Recheck the examination results at the
port of shipment and the Buyer shall make the payment. The inspection for
quantity shall be in accordance with the weight of the goods actually discharged,
and the SGS organization / CIQ (the independent inspection organization
entrusted by the Buyer) shall issue the relevant quantity certificate.
➢ Within 10 days from the date of the completion of the unloading of the goods at
the port of destination, should quality, specification, quantity, weight, packing
and requirements for safety or sanitation / hygiene of the goods be found not in
conformity with the stipulations of this Contract, then the Buyer shall have the
right to refuse to accept the goods and to refuse to effect the payment unless the
responsibility of the inconformity is within the scope of the insurance company
and the shipping company and the Buyer shall also have the right to lodge claims
against the Seller within the above mentioned time limit on the strength of the
inspection certificate issued by the above-mentioned inspection organization.
The Seller shall undertake to make the compensation for the claims, except those
for which either the insurance company or the shipping company should
undertake the obligations.
Co. Reg. No. T18LL0882K
➢ The Seller shall reply the Buyer no later than 15 days after receipt of the
inspection certificate issued within the above-mentioned time limit by the
inspection organization and the claim
➢ Considering the result from the defect of the goods said in Clause 16 and Clause
17, the Buyer has the right to bring the claims for their damages against the
The Seller shall warrant that all goods delivered by the Seller shall be in
conformity with the contract stipulations, brand new and unused.
Time of Discharging:
The discharging time of Goods for vessel will be 72 hours. If the discharge of
goods cannot be start proceed within 72 hours after the arrival of the ship at the
port of destination, the relevant demurrage fee shall be borne by the Buyer.
Taxes and Fees:
The customs duties, value-added taxes, fees for handling official documents,
inspection fees and cargo arrangement charges will be borne by the Buyer.
Penalty: Both party reserve the right to legal recourse in case of non-performance
by the other party.
Force Majeure:
Either party shall not be held responsible for failure or delay to perform all or any
part of the Contract due to flood, fire, earthquake, drought, war or any other events
which could not be predicted at the time of the conclusion of the Contract, and
could not be controlled, avoided or overcome by the Parties. However, the Party
affected by the Force Majeure shall notice the other party of the events promptly. If
the Event of Force Majeure last over 120 days, both parties shall negotiate the
performance or the termination of the Contract.
International LLP
Co. Reg. No. T18LL0882K
If the contract cannot be executed in whole or in part due to unpredictable,
unavoidable and uncontrollable events, the party who encounters such events
shall not be held liable, but it shall notify the other party of such event or events in
time and furnish the latter by mail with the official documents attesting such event
or events within 14 days.
Any dispute arising out of this Agreement or arising out of this Arbitration shall be
settled amicably through negotiation. In case the agreement cannot be reached by
negotiation, Ankara - TURKEY courts are responsible for arbitration in accordance
with the Rules of Arbitration. The arbitration fee shall be borne by the losing party
unless otherwise awarded by the arbitration commission. During the course of the
arbitration, the Contract shall be performed except for the part under arbitration.
The arbitration fee shall be borne by the losing party unless otherwise awarded by
the arbitration commission. During the course of the arbitration, the Contract shall
be performed except for the part under arbitration.
Any of the sides is allowed to assign the contract or payment instrument in order
to secure the performance of its obligations.
Any assignee or legal successor to either party shall assume all obligations and
benefits of the contract.
Assignment is permitted under mandate issued by the Seller.
Applicable law:
This signed contract is in accordance with laws of the Great Britain.
Additional clauses:
In case there will be any contradiction(s) between the contract clause and the
additional or supplementary clause, the additional or supplementary clause shall
The rights and obligations between the Buyer, the Seller and the agent shall be
determined in additional agent contract signed by the three parties.
Co. Reg. No. T18LL0882K
During the execution of this contract, the supplementary agreements,
memorandum, and etc signed by the Seller and the Buyer, and the letter, fax, and
etc signed and confirmed by the Buyer & the Seller shall have the same legal force
with this contract.
This contract shall be made in two duplicates and take effect after they are signed
and sealed by each party’s representative. The Buyer and the Seller shall each hold
2 originals. Any amendments to the contract afterwards shall be subject to the
written confirmation, signing and sealing by each concerned party.
Amendments to the Contract:
Any amendment(s) to the contract must be made upon agreement and written
confirmation by both parties (The relevant letter, telex, additional and
supplementary agreement and etc. are all an integral part of this contract).
Seller’s Details:
Seller’s Bank:
BANK ADDRESS: 63 Chulia Street #11-01 OCBC Centre East Singapore
Intermediary Bank JP Morgan Chase Bank, New York, USA (CHASUS33)
Banking Details:
Co. Reg. No. T18LL0882K
Buyer’s Bank:
Intermediary Bank:
I XXXXXXXXXXXXXX (Overseas Partner) representative of RPN OVERSEAS FZE
accept the above Sales & Purchase Agreement given by the seller XXx
XXXXXXXXXXrepresented by Mr. XXXXXXXXXXx(Managing Director).
Seller’s Signed By : Buyer’s Signed By:
__________________________ __________________________
International LLP
NOTE: THIS SPA IS VALID TILL November 28th 2018


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