Contract of Sales and Purchases of Indonesia Steaming Coal
This Contract is made and entered into on this by and between
The Seller:
Address:
The Buyer:
Address:
By this Contract the Seller agrees to sell and the Buyer agrees to buy the following coal under the terms and conditions listed below:
1. Commodity: Indonesia Steaming Coal
2. Quantity: 70,000mt +/-10% At Buyer’s Option
3. Specifications(Based on ISO Standards):
Typical
Total Moisture (as received) 36%
Inherent Moisture (air dried) 15%min
Ash (air dried) 6%max
Volatile Matter (air dried) 39~43%
Sulphur (air dried) 0.5%max
HGI 45min
Gross Calorific Value (air dried) 5400kcal/kg
Net Calorific Value (as received) 3800kcal/kg
Size (0~50mm) 95%
4. Unit Price
per metric ton CIF Huangpu, or other southern safe port, China
5. Premium/Penalty
Total Moisture
If Total Moisture (as received) of any shipment of coal exceeds 36%, the weight of that shipment shall be adjusted as follows:
Invoice Weight = B/L weight × 〔1-(actual total moisture – 36%)〕
Gross Calorific Value
If actual Net Calorific Value (as received) of coal varies from 3800kcal/kg (gad), the price for that cargo of coal shall be adjusted by using the following formula:
Actual Net Calorific Value (as received)
/mt × ———————————————————— 3800kcal/kg (gad)
6. Shipment: 70,000mt +/-10% at buyer’s option
7. Loading Terms:
7.1 The Seller shall deliver coal in bulk to the Buyer, free on board vessel spout trimmed at the
loading port.
7.2 Notice of Readiness may be tendered during office hour(Monday – Friday:09:00-17:00,
Saturday:09:00 – 13:00) after the vessel has arrived at the loading port, whether in berth or not, whether in port or not, provided the vessel is in all respects ready to load and subject to free pratique being granted prior to or on arrival at the berth. Laytime for loading shall commence twelve (12) hours (except Indonesian 6 major holidays – Idul Fitri 2 days, Idul Adha 1 day, Independence Day 1 day, Christmas 1 day, New Year 1day ) after Notice of Readiness is tendered or when loading commences, whichever is earlier. If after berthing the vessel is found not to be in free pratique and in all respects not ready to load or free pratique is not granted on arrival at the berth, laytime shall be deemed not to have commenced until when the vessel is in fact in free pratique and in all respects ready to load
7.3 For the loading of each shipment under this contract, the Seller shall provide, free of charge to
the Buyer, a safe anchorage or a safe berth at loading port where the vessel can, when fully laden, safely reach and leave and where she can always lie safely afloat.
7.4 The Seller shall load coal on board the vessel at the following loading rate:
8,000mt PWWD SHINC except the above mentioned 6 Major Indonesian holidays
All costs relating to the berthing and sailing of the vessel are to be for the account of the
Vessel Owner/Buyer (i.e. Tugboats, Linesmen, Harbour Dues, Government charges etc.).
Coal loading charges are for the account of the Seller.
7.5 If the Seller fail to meet the loading requirements specified in Clause 7.4, the Seller shall pay
demurrage to the Buyer for all time lost after the expiration of laytime allowed. If the Seller can complete loading earlier than the laytime allowed, the Buyer shall pay dispatch money to the Seller for laytime saved.
7.6 Demurrage and dispatch rate to be as per relevant Charter Party. Demurrage or dispatch
money shall be settled between the Seller and the Buyer within 45 days from the date of completion of loading of the coal (B/L date).
7.7 Any time lost by reason of any of the following (whether or not the Vessel is already on
Demurrage) shall not be counted as Laytime or for Demurrage:
(i)
(ii)
(iii)
(iv)
(v)
(vi) awaiting pratique, Customs clearance; inward passage from anchorage until the Vessel is securely morred at the berth; discharge of ballast to the extent that this is not concurrent with loading and which causes delay at the loading berth; restrictions imposed by the Owner, charterer or master of the Vessel; time spent in first time opening and/or last time closing hatch covers; time spent in conducting a draft survey of the Vessel, if applicable, prior to the
loading of the coal or, by the request of the Vessel side, during the loading of the
Coal;
breakdown or failure of the Vessel to comply with the requirements or regulations of
the loading port causing delay or restriction to loading operations;
cleaning and inspection of the Vessel’s holds;
any other delay attributable to the Vessel or the Buyer’s Agents. (vii) (viii) (ix)
Loading shall be deemed to be completed and Laytime and Demurrage shall cease upon
completion of the spout trimming operation.
7.8 The Buyer/Owner shall appoint a shipping agent nominated by Seller at the loading port.
The Seller shall be requested to make close contact with the shipping agent.
8. Quality Determination:
8.1 The Seller shall, at its own cost, appoint an Independent Surveyor to carry out the sampling and
analysis of the coal ata the loading port in accordance with Clause 4 above and issue a
Certificate of Quality detailing the results obtained in respect of coal loaded. The analysis
results so determined at the loading port shall be final and binding upon the parties hereto.
8.2 The three “sample sets” shall be established for each shipment and distributed as follows:
a) One sample set shall be used for analysis of that shipment of coal by Independent
Surveyor at the loading port to determine its quality and characteristic pursuant to Clause
8.1.
b) One sample set shall be delivered within 7 days after the B/L date at the Seller’s cost to
the Buyer in a suitable airtight container, properly sealed and labeled, by air parcel or in such other manner as the Buyer may direct.
c) One sample set shall be retained by Independent Surveyor at the loading port in a
suitable airtight container (hereinafter referred to as “Umpire Sample”), properly sealed and labeled, for a period of three months after completion of loading of that shipment of coal.
8.3 Quality Discrepancy
The Buyer may, within 45 days from the date the discharging port Inspection Certificate of
Quality is released, challenge the quality of coal, supported by analysis carried out by CIQ (China entry-exit inspection and Quarantine Bureau). In such event, Umpire Sample shall be sent to an International Independent Surveyor Laboratory (Umpire Laboratory) in the third country agreeable by both parties for analysis and the determination by such laboratory of the quality of said shipment of coal shall be final, conclusive and binding on the parties; provided, however, that if the difference between such Umpire Laboratory’s determination hereunder and the determination of Independent Surveyor at the loading port under Clause
8.1 is within the tolerance level recognized under the relevant ISO standards for “reproducibility”, such difference shall be disregarded for all purposes and the determination of Independent Surveyor at loading port shall be final, conclusive and binding on the both parties. The cost of the analysis by such Umpire Laboratory shall beborne and paid for by the party whose analysis results differ more from the Umpire Laboratory’s determination. If the Umpire Laboratory’s determination stands at the middle between the loading port results and the discharging port results, then both parties shall share the cost of the analysis of the Umpire Sample.
8.4 The Buyer shall have the right to appoint a representative to attend and observe the weight
and quality determination at the loading port at any time and at its own expenses.
9. Weight Determination:
The seller shall at his own cost, determine the weight of the shipment at the loading port by means of draft survey which shall be conducted by an Independent Inspection Company at loading port as per Clause 8, who shall issue the Certificate of Weight and the Draft Survey Report. The result of which is final and binding upon the parties hereto.
10. Payment:
By irrevocable, at sight letter of credit in a format agreeable to the Seller, opened by a first class bank agreeable to the Seller and payable at the counters of any first class international bank nominated by the Seller. Such L/C to be received no later than fifteen(15) running days prior to the
commencement date of the laycan of each shipment. Seller shall not be responsible for the cost of any delays in loading a nominated shipment due to any failure of the Buyer comply with these payment terms. The L/C shall cover 100% the value of the quantity to be loaded and shall be valid at the loading port until the 30 days after shipment. L/C allows overdrawn/underdrawn due to quality adjustments.
The seller shall present documents to the negotiating bank as per documents requirement enlisted herebelow:
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- Seller’s signed commercial invoice in triplicate; Full set of original clean on board bill(s) of lading(3 original +3 copies); Certificate of Quality in triplicate issued by an Independent Inspection Company at loading port; Certificate of Weight in triplicate and Draft Survey Report issued by an Independent Inspection Company at loading port; Certificate of Origin; Charter Party Bills of Lading is allowed. Third party documents except commercial invoice are allowed. Within 5 business days after completion of loading the vessel, the Seller forward to office of the Buyer by facsimile the following documents: One copy of the Bill of Lading, On copy to the Commercial Invoice, On copy to the Certificate of Quality, On copy to the Certificate of Weight and the Draft Survey Report, On copy to the Certificate of Origin.
The total amount of the invoice shall be calculated to the nearest cents. The weight shall be counted to the nearest metric ton.
Partial shipment not allowed.
Transshipment not allowed.
11. Taxes, Duties etc.:
All taxes, duties, levies, dues etc. of the coal loading into the vessel, if any, at the port of loading shall be to the Seller’s account. All taxes, duties, levies, dues etc. of the coal discharging from the vessel, if any, at the discharging pot shall be to the Buyer’s account.
12. Force Majeure:
12.1 The Seller shall not be liable to the Buyer nor shall be the Buyer be liable to the Seller for any delay or failure in the performance of obligations under this contract if such delay of failure is due to or result from or is consequential upon Majeure.
The term “Force Majeure” shall include but not limited to natural calamities, acts of public enemies, insurrections, strikes, lockouts, labor or union organized reduction of production, fires, war, explosions, floods, interruption of transportation or essential supplies and services, embargoes, orders or acts of courts, government or governmental authorities and any other cause event or circumstance not within the control of the party claiming suspension which, by the exercise of due diligence, such party is unable to prevent or overcome.
12.2 The party whose performance of any obligation is affected by reason of any the causes referred to 12.1 shall promptly give notice thereof by fax to the other party followed, as soon as practicable by a notice in writing setting forth the particulars of the relevant event and, if possible, supporting evidence issued by the competent governmental authorities within 14 days. The party so affected shall take reasonable steps to resume with the least possible delay in compliance with its obligation under this contract but shall not be required to settle any strike, lockout or other labor difficulty on terms not acceptable to it.
12.3 Force Majeure shall not relieve either party from making payment due to the other party.
13. Law/Arbitration:
GOVERING LAW:
This contract, including the arbitration clause, shall be governed by, interpreted and construed in accordance with English law. Any dispute that may arise out of or in relation to this Agreement, which can not be settled by mutual understanding between Seller and Buyer, shall be referred to the London International Economic and Trade Arbitration Commission (LIETAC) interpretation and settlement. The arbitration shall be in English ant the decision shall be final and binding on both parties.
ARRBITRATION:
All disputes or controversies arising between the Seller and the Buyer under or in connection with this contract shall be submitted to the London International Economic and Trade Arbitration Commission (LIETAC) for arbitration by three arbitrators, one to be appointed by the Buyer, one to be appointed by the Seller, the third one to be chosen by the two arbitrators in accordance with LIETAC Rules. If no agreement is reached between the two arbitrators on the third arbitrator, then the Arbitration Court shall choose one. The place of arbitration shall be in London. The award of such arbitration shall be biding upon the parties and judgment upon the award may be entered in any court having jurisdiction or application for judicial acceptance of the award and an order for enforcement as the case may be.
The Seller and the Buyer shall continue to perform all their obligations under this contract pending publication of Arbitrator’s award and such performance shall be without prejudice to any adjustment in accordance with the award.
14. Notice:
Any notice given by one party to other shall be sent by facsimile. Any notice so given shall be deemed duly received on the 7th day following deposit in the mails, postage prepaid, and properly addressed as follows:
(1) If the notice to the Buyer, to:
(2) If the notice to the Seller, to:
15. Others:
This contract is confidential and shall not be exposed to any third party without the prior written consent of the other party.
The Seller: The Buyer:
For and on behalf of For and on behalf of