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Business Correspondence / 21-30 / block 25 EXPORT CONTRACTS 2.doc
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EXPORT CONTRACTS 2

EXPORTING COMMODITIES. CEMENT. COPPER BLISTER

FOCUS 1. Read and discuss the contract.

EXTRACT FROM A CONTRACT FORM FOR THE SALE OF CEMENT

1. SUBJECT OF THE CONTRACT

The Seller has sold to the Buyer and the Buyer has bought from the Seller on the terms FOB Novorossijsk ________________ metric tons (m/t) of Ordinary Grey Portland Cement ±10% at the Seller’s option, in bulk.

2. QUALITY

The quality of Cement sold under the present contract shall correspond to the requirements of the British Standard BS 12 Part 2, 20__.

The Seller shall arrange three samples of Cement, seven kilos each, to be taken during and after the loading by the representatives of the Chamber of Commerce and Industry of Russia, packed tightly, marked with the name of the vessel and the date of shipment and sent as follows:

1st – to the Buyer,

2nd – to the Master of the vessel,

3rd – to the Manufacturer.

The Seller shall advise the Buyer by telex of the number and date of the postal receipt. The cost of sampling and postage shall be borne by the Seller.

3. DELIVERY ACCEPTANCE

Cement sold under the present contract is considered delivered by the Seller and accepted by the Buyer:

a) as to the quantity:

as per the weight stated in the Bill of Lading and determined by a Draft Survey effected jointly by the Master of the vessel and the Seller and certified by the Chamber of Commerce and Industry of Russia.

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b) as to the quality:

as per the Certificate of Quality issued by the Chamber of Commerce and Industry of Russia.

c) as to the date of delivery:

as per the date of the Bill of Lading.

4. TIME OF DELIVERY

Cement shall be delivered FOB Novorossijsk within the period of ______________________.

Before the 10th day of each month, the Buyer shall propose the vessels stems for the following month. On or before the 25th day of each month the Seller shall confirm the stems for the following month.

5. TRANSPORT

Cement shall be loaded by the Seller by his means and at his expense according to Cargo Plan to be established between the Master of the vessel, the Seller’s agents and the authorities of the port of loading.

The Buyer shall provide for the vessels to be fitted with openings in the hatch covers for the connection of the Seller’s loading equipment.

The design of the openings and of hatches covers shall secure a complete tightness of the holds during the loading.

Should a vessel not be properly equipped as above, the Seller shall have the right to reject the vessel, the Buyer being fully liable for the consequences.

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The Buyer shall instruct the ship-owners/the Master of the vessel to give the Seller notices of arrival by cable, telex or radio 7 days prior to her estimated time of arrival.

The vessel shall be admitted within the port, piloted and moored according to the customs of the port of Novorossijsk.

Lay time shall commence in accordance with the following provisions:

In case the vessel is not loaded within the lay time calculated as above the Seller shall pay demurrage to the Buyer at the rate of US dollars … per …

If the vessel is loaded prior to the expiration of the lay time calculated as above the Buyer shall pay to the Seller despatch at half demurrage rate per …

Lay time, despatch and demurrage shall be calculated on the basis of a Statement of Facts signed by the Master, the Seller’s representative and the Ship’s Agent at the port of loading.

Despatch and demurrage shall be settled directly between the Buyer and the Seller every month.

6. PAYMENT

Payment for Cement sold under the present Contract shall be effected in US dollars out of an irrevocable Letter of Credit to be opened by the Buyer in the Seller’s favour with ________________ and advised through the Bank for Foreign Economic Affairs of Russia in Moscow.

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Payment out of the Letter of Credit shall be effected at sight against presentation to the Seller’s Bank, within 10 days of the date of the Bill of Lading, of the following documents as specified in the Letter of Credit:

a) Commercial Invoice (1 original and 2 copies) duly signed and stamped;

b) 3 originals + 4 non-negotiable copies of clean on board Bill of Lading showing the description of the cargo and the quantity loaded and established in the name of (to order of) ______________ as Consignee;

c) original and 2 copies of the Certificate of Origin issued by the Chamber of Commerce and Industry of Russia at the port of loading, duly signed and stamped and stating that Cement conforms to BS 12 Part 2 20__;

d) original and 2 copies of the Certificate of Quality issued at the port of loading and certified by the Chamber of Commerce and Industry of Russia.

All expenses connected with the opening, extension and eventual alteration of the Letter of Credit, as well as the expenses charged by the Buyer’s Bank in connection with the opening and utilization of the Letter of Credit, are to be paid by the Buyer and for the Buyer’s account.

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7. FORCE MAJEURE

Circumstances of force majeure i.e. fire, flood, earthquake or other natural disaster, labour strike, war, military operations of any kind, blockades, prohibition of export or import shall relieve the Seller and the Buyer from the responsibility for non-fulfilment in whole or in part of any obligations specified in this Contract in the event and to the extent that the Seller or the Buyer, as the case may be, shall have been delayed, impeded or frustrated in the performance in whole or in part of such obligations. If as a result of such circumstances the quantity of Cement as per Clause 5 of this Contract has not been delivered in any month, the quantity of so short-shipped shall (unless otherwise mutually agreed) be deducted from the total quantity to be delivered under this Contract.

If the said circumstances of force majeure remain operative for a continuous period exceeding 6 months, either Party shall have the right to cease the Contract and in such case neither of the Parties shall have the right to claim losses or damages.

8. LEGAL ADDRESSES

Sellers Buyers

Sellers Buyers

(Signatures) (Signatures)

Extract from a contract form for the sale of copper blister

Seller _______________ hereinafter referred to as «Seller» and Buyer _______________ hereinafter referred to as «Buyer» shall enter into an agreement regarding the outright purchase by the Buyer of Copper Blister produced at ________________________ under the following terms and conditions:

1. DEFINITIONS

Whenever used in this Agreement:

1.1 «ton» and «mt» means a metric ton of 1,000 kilograms, wet or dry basis as specifically stated herein;

1.2 «unit» means one per cent of the net dry weight;

1.3 USD is the currency of the United States of America;

1.4 «troy ounce» is equivalent to 31.1035 grams.

2. QUALITY

Blister Copper assaying typically as follows:

Cu: 99-99.4%

Ag: 600-700 g/ton

Au: 20-30 g/ton

and free from any other deleterious impurities

In blocks weighing…

Packing: in bulk

3. QUANTITY

Approximately _______ mt.

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4. SHIPMENT

First half April 20__, in one shipment.

5. DELIVERY

CIF FO (free out) Rotterdam/Antwerp (INCOTERMS 2000) or parity.

6. TITLE AND RISK

Title of the shipment of Blister Copper shall pass to the Buyer upon Seller’s receipt of first provisional payment.

Risk shall pass to Buyer when the goods have passed the ship’s rail at the port of shipment.

7. WEIGHING, SAMPLING AND MOISTURE DETERMINATION

7.1 Weighing, sampling and moisture determination shall be carried out at the receiving refinery in accordance with standard industry practice.

7.2 The sample of each lot shall be separated into 4 packages, which shall be marked for identification, one shall be given to Seller, 1 shall be given to Buyer and 2 sets of which to be set aside for possible submission to umpire.

7.3

8. PAYABLES

8.1 Copper

The full final copper content shall be paid for at the official London Metal Exchange settlement quotation in USD for «Copper Grade A», as published in the Metal Bulletin, London, UK, and averaged over the quotational period.

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8.2 Silver

98% of the final silver content shall be paid for at the daily spot quotation of the London Bullion Market as published in USD in the Metal Bulletin, London, UK, and averaged over the quotational period.

8.3 Gold

98% of the final gold content shall be paid for at the average of the morning/afternoon London Daily Fixing quotations as published in USD in the Metal Bulletin, London, UK, and averaged over the quotational period.

9. QUOTATIONAL PERIOD

______________________________

10. PAYMENT

All payments to be effected by direct remittance at Seller’s designated account and to be made in USD.

10.1 Provisional payment

10% shall be paid upon receipt of the notice of the readiness of the goods for shipment and provisional invoice.

10.2 Progress payment

80% of the sum covering the payable metals shall be paid for promptly upon Buyer’s receipt of original shipping documents and invoice.

10.3 Final payment

Final payment for the contractual value of the shipment shall be carried out by the indebted party when all data (contractual metal quotations, final weighs and assays of all metals) are known against Seller’s invoice.

All Seller’s invoices shall be sent to Buyer in duplicate.

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11. FORCE MAJEURE

In the event of any strikes, acts of God, wars, warlike operations, lock-outs, interference of trade unions, suspension of labour, fire accidents, storm, earthquake, mine disaster, action of any government including the passage of new legislation, court order and future order (lawful or otherwise) of any regulatory body having jurisdiction, lack of railroad or seaborne freight facilities or delays en route or of any other cause whatsoever beyond the control of Seller or Buyer, whether of the foregoing nature or not, (any such cause hereinafter to be known as «force majeure») preventing them or hindering them or either of them from supplying or receiving, then delivery under this contract shall be suspended during such time, provided always that written notice shall be given of any such inability by either party contracting hereto.

In the event of suspension of deliveries under this contract by Seller or Buyer giving notice under this clause, the contract shall be each time extended for a period equal to suspension.

Should the duration of force majeure exceed 6 months, either party shall have the right to terminate this contract by notice in writing to the other party.

The party which cannot meet its obligations under the contract, shall immediately advise the other party as regards the beginning and the cessation of the circumstances preventing the fulfilment of the obligations.

Certificates issued by the respective Chamber of Commerce of the Seller’s or Buyer’s country shall be sufficient proof of such circumstances and their duration.

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12. ARBITRATION CLAUSE

All disputes and differences arising out of or in connection with the present contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Zurich, Switzerland and the language of the proceedings shall be English.

13. LEGAL ADDRESSES

Sellers Buyers

Sellers Buyers

(Signatures) (Signatures)

FOCUS 2. Comprehension questions.

SALE OF CEMENT

CLAUSE 1

? In what packing is Cement shipped?

CLAUSE 2

? What is sampling meant for?

? What is the standard quality of Cement under the contract?

CLAUSE 3

? What company or organization issues the Certificate of Quality?

CLAUSE 5

? What are the special requirements to the vessel facilities?

? When are the Shipowners to give the notice of arrival of the vessel?

? What is a despatch?

CLAUSE 7

? Which circumstances of force majeure can you name?

? What shall the Parties do in case of contingencies?

? What shall the Parties do if contingencies last over and above 6 weeks?

? Can the Parties claim damages in case of force majeure circumstances?

SALE OF COPPER BLISTER

CLAUSE 2

? In what way is the quality of the goods determined?

? What packing is provided by the contract?

CLAUSE 6

? When does the title to the goods pass from the Seller to the Buyer?

? When does the risk pass to the Buyer?

CLAUSE 7

? What are the ways of checking the quality of the goods?

CLAUSE 10

? What are the way and terms of payment under the contract?

? Which provision secures the quality of the goods?

CLAUSE 11

? In what case do the Parties have the right to terminate the contract?

? What can serve as a sufficient proof of force majeure circumstances?

CLAUSE 12

? What is the way of settling disputes?

FOCUS 3. Study the notes, writing patterns and vocabulary.

NOTES

1. Cement, Copper Blister etc. наименование товара в сделках купли-продажи пишется с большой буквы, артикль не употребляется.

2. Contract 456 если за существительным следует порядковое числительное, перед существительным артикль не употребляется.

3. ±10% следует читать: 10% more or less.

4. Non-negotiable clean BL необоротный, то есть не подлежащий передаче третьим лицам; чистый, то есть без порочащих оговорок, бортовой коносамент.

5. Definitions перед основным текстом контракта рекомендуется для избежания недоразумений дать определение и толкование основных понятий данной сделки купли-продажи.

6. The goods в коммерческой корреспонденции употребляется единая форма как в единственном, так и во множественном числе. The goods are delivered. The goods is shipped. Но рекомендуется выбрать и придерживаться в употреблении одной формы.

WRITING PATTERNS

1.

The goods shall be loaded by the Seller by his means and at his expense.

Товар должен быть погружен на судно собственными средствами Продавца и за его счет.

2.

The Buyer shall provide the vessel to be fitted with openings in the hatch covers.

Покупатель должен обеспечить оснащение крышек люков судна отверстиями.

3.

the Seller shall have the right to reject the vessel, the Buyer being fully liable for the consequences.

Продавец будет иметь право отказаться от судна, причем ответственность за возможные последствия будет нести Покупатель.

4.

Demurrage and dispatch shall be settled directly between the Buyer and the Seller every month.

Расчеты по демереджу и диспачу должны осуществляться напрямую между Продавцом и Покупателем ежемесячно.

5.

unless otherwise mutually agreed.

если нет иной договоренности.

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