FULL CORPORATE OFFER
Ordinary Portland cement 42.5R FROM BRAZIL
Whereas the Seller and Buyer, each with full corporate authority, makes the following offer to sell subject to contract.
1. COMMODITY
1.1 – Ordinary Portland cement 42.5R ,ORIGINE BRAZIL
2. SPECIFICATION The Typical Data of Portland cement Conforming to EN 197-1
Typical data | Specification |
MgO | 2.70 % | ≤4.0 % |
SO3 | 2.20 % | ≤3.0 % |
L.O.I. | 3.25 % | ≤4.5 % |
Total Alkali | 0.75% | ≤0.80% |
Fineness | 1.5 % | ≤4.0 % |
Soundness | Good | Good |
Setting time | Initial | 140 min | ≥45min |
Final | 200 min | ≤300 min |
Compressive strength | 3 days | 29.0 MPa | ≥23.0 MPa |
28 days | 54.0 MPa | ≥46.0 MPa |
| | | | | | | |
4. PACKING
4.1- In 50 Kg sea-worthy woven PP bags, in slings (30 x 50Kg) total 1.5 MT a suitable for ocean transportation. Each 50KG bag printed with MB brand.
5. QUANTITY
5.1 –One Million Eight Hundred Thousand (1,800,000) metric tons +/-5% delivered at the rate of approximately 3*50,000 per month. For 1 years shipment of +/- 150,000mt per month
6. PRICE AND VALUE
6.1 - USD $105.00 CIF Port, per Incoterms 2000 for the first year
7. INSPECTION
7.1 – SGS or any equivalent by arrangement. LETTER OF CREDIT IRREVOCABLE DOCUMENRY LETTER OF CREDIT AT SIGHT (DLC) +/-5% and payment by Presentation of shipping Documents until 1,800,000 delivered in 12months. accepted to the sellers Bank issued in agreed format from an acceptable bank, expiring and payable in London, covering 100% of the value of one month shipment value, automatically revolving after presentation of complying
8. DESTINATION
8.1 – ASWP 9.
DELIVERY
9.1 – Shipment to commence up to 45 working days after receipt by Sellers of an operative SB Letter of Credit in acceptable format , expiring and payable at the counters of the Sellers nominated bank in London.
9.2 – Each Shipment 50,000MT +/-5% totaling 3*50,000MT per month.
10. DISCHARGE RATE
10.1 - Discharge Rate: 5,000 (FIVE thousand) MT per day
11. PROCEDURES
11.1 Seller issues Full Corporate offer (FCO) (this document)
11.2. Buyer signs and returns FCO not later than 3 working days of this document after which time this FCO is to be considered null and void.
11.3. Contracts are exchanged electronically and hard copies sent to each party.
11.4. Buyer issues operative Letter of Credit in approved format within 14 days of exchange of contract
11.4. Shipments commence
Object
1.1. The Seller herewith will sell and the Buyer herewith will purchase in accordance with the Specifications, the Goods described in the Pro-Forma invoice subject to and in accordance with these Conditions.
1.2. The Specifications of the Goods shall be as described in the Pro-Forma invoice or attached thereto.
2. Delivery Basis and Terms
2.1. The seller shall deliver the Goods under delivery conditions CFR or CIF in accordance to INCOTERMS 200 with latest revisions.
2.2. Loading port shall be as shown on the Pro-Forma invoice.
2.3. The ports of destination shall be named by the Buyer at least 30 days prior to estimate date of loading or as per Pro-Forma invoice.
2.4. The Incoterms of delivery are as shown on the Pro-Forma invoice.
3. Quantity of Goods
3.1. The unit of measurement is Metric Tons (MTW). Months are calendar months according to the Gregorian calendar.
3.2. Quantity of each shipment of the Goods is as shown on the Pro-Forma invoice.
3.3. The total quantity of Goods is as shown on the Pro-Forma invoice.
3.4. The Goods will be delivered over the period shown on the Pro-Forma invoice.
3.5. The quantity of Goods will be confirmed on a certificate issued by the independent survey company SGS (Society General de Surveillance) or any other similar agency selected by the Seller. Any additional inspection agency to be used such as BIVAC will be at the Buyers expense, and unless specifically stated on the Pro-Forma invoice shall not be recognized as a document required for payment.
3.6. Weight for invoicing purposes shall be established as the actual net weight. Weight tolerance of 0.3% shall be allowed against Bill of Lading weight. In case of short/over weight exceeds +/-0.5% of the quantity required under the Pro-Forma invoice, the Seller/Buyer shall compensate the Seller/Buyer for the amount of short/over weight on the basis of the price stated on the Pro-Forma invoice.
4. Quality of Goods
4.1. The Goods shall conform to the Specifications and tolerances shown in or attached to the Pro-Forma invoice.
4.2. The quality of the Goods will be confirmed on a certificate issued by the independent survey company SGS (Society General de Surveillance) or any other similar agency selected by the Seller. Any additional inspection agency to be used such as CIQ, CCIC or BIVAC will be at the Buyers expense, and unless specifically stated on the Pro-Forma invoice shall not be recognized as a document required for payment.
5. Price and Total Amount
5.1. The Buyer shall pay the Seller in United states Dollars (USD)
5.2. The price of the Goods is as stated on the Pro-Forma invoice per MTW CIF or CFR basis delivery.
5.3. The total value in stated on the Pro-Forma invoice +/-5% (five percent)
5.4. The price of the Goods includes all costs incurred by the Seller up to and including delivery basis CFR or CIF as per the Pro-Forma invoice, except where the Pro-Forma invoice specifically provides for a cost to be borne by the Buyer including pot demurrage charges, tariffs, and export/import fees. The price is fixed for any quantity not exceeding the maximum permitted under the contract or Pro-Forma invoice
6. Delivery Terms and Parties Obligations
6.1. The Seller shall deliver the total quantity of Goods as stated in the Contract or Pro-Forma invoice.
6.2. The Parties may agree upon the extension of the delivery period. In this event, the Party responsible for the delay (Seller in delivery or Buyer in unloading) will have to bear the costs of the extension of the validity of the Letter of Credit as well as the costs of storage in the Port.
6.3. Should the Buyer wish to delay the vessel for unloading according to provisions in the agreed delivery schedule, the Seller shall be entitled to store the Goods in the Port warehouse and use a Warehouse Receipt (WR) as the cashing document instead of a Bill of Lading. Clause 11 is expressly noted to prevail in cases of Force-Majeure.
6.4. The seller shall pass pre-advice of shipment and inform the Buyer by e-mail or fax referring to the Pro-Forma number, giving the name of the vessel, flag of the vessel, name of loading port, and estimated sailing date.
6.5. Upon sailing for unloading port, the Master of the vessel shall notify the Buyer or his authorized agent at destination port, of the following:
a) Name of ship
b) Nationality of ship
c) Invoice Number.
d) Quantity loaded
e) LOA/Beam
f) Number of holds/hatches/cranes/derricks
g) Age of ship
h) Flag of ship
6.6. Unless expressly stated in the Pro-Forma invoice, the minimum unloading rate is 6000MTW (six thousand) per weather working day (WWD), Sundays and holidays included (SHINC) and the time of unloading will be pro-rated over 24 consecutive hours, lay-time to start at 13, 00 hours if NOR served before noon or at 6.00 hours if NOR served after noon, whether the vessel is at berth or not, free in partite or not, customs cleared or not. Time consumed to repair derricks, winches or other equipment required for loading of the ship will be excluded from lay-time.
6.7. The vessels commodity discharge rate shall be the sole responsibility of the Buyer.
6.8. Within 7 (seven) days of vessel’s sailing from port of loading, Seller shall e-mail or fax to Buyer 1 (one) set of non-negotiable documents.
7. Demurrage and Dispatch/Vessel Discharge
7.1. Demurrage and dispatch at destination port shall be at an estimated price of $20,000 (twenty thousand) and $10,000 (ten thousand) for vessels of 25,000MT and pro-rated thereafter. The actual rate shall be determined as per the governing Charter Party agreement at time of vessel’s nomination. The demurrage and dispatch money will be paid against invoice signed by the Owner or Master of the vessel or the Sellers representative and also against a written accounting or actual statement of facts, when rendered.
7.2. Lay-time shall commence from 13.00 hrs. of NOR to discharge if given after 12 noon, the lay-time is to commence the next working day at 6.00 a.m. NOR can be rendered by e-mail or fax, by the vessel’s master, owner or agent.
7.3. The Buyer shall bear the all costs at port of destination, demurrage at the discharge port, dispatch duties, taxes and payments of any kind imposed by the authorities or government of the Country of discharge. It also includes but is not limited to berths, warehouse, supervision, stevedores, towage and extra towage.
7.4. If at the discharge port, even if on arrival the port is congested and a berth not available, lay-time will commence from 1 p.m. if NOR to discharge is given before noon and from 8 a.m. the following day, if NOR is given after noon.
Should the vessel be required to be shifted from one berth to another at discharging port, time used in shifting shall be counted as lay-time and as time of demurrage. Cost of shifting to be on Buyer’s account.
8. Delivery Acceptance of Goods
8.1. The terms of the delivery are in accordance with INCOTERMS 2000
8.2. When terms are CFR, the Buyer shall be responsible to arrange and pay for insurance with Lloyds or similar first class insurance company covering at least 110% of the invoice value. The Buyer will provide the seller with evidence of such insurance within 3 days of notification of lay-can from the Seller.
8.3. When terms are CIF, the Seller shall be responsible to arrange and pay for insurance with Lloyds or similar first class insurance company covering at least 110% of the invoice value. Any risk for loss or damage after transfer of the Goods over the hand rail of the vessel shall pass from the seller to the Buyer.
8.4. The title to the goods shall pass from the Seller to the Buyer on acceptance of the shipping documents by the Buyer.
8.5. The quantity of the Goods on the Bill of Lading or warehouse receipt (where permitted) shall be conclusive evidence of the quantity of goods delivered.
8.6. No claim(s) against the quality or quantity received 30 (thirty) days following receipt by Buyer of SGS quality of quantity report as appropriate will be taken into consideration.
9. Payment Terms and Conditions
9.1. Buyer shall open an irrevocable, documentary Letter of Credit, confirmed payable by a major bank acceptable to the Seller. Letter of Credit shall be issued by the Buyers bank directly to the Seller’s bank and be acceptable and approved by the Buyer.
9.2. Letter of Credit documents to be negotiated payable 100% at sight.
9.3. The Buyer shall submit a draft of the Letter of Credit from his bank to the Seller for approval and on receipt of such approval agree to open the Letter of Credit without change or delay.
9.4. All banking charges and commissions including, unless otherwise agreed, confirmation charges, relating to the issue of the Letter of Credit shall be on the account of the Buyer. All banking charges and commissions related to the negotiation of the Letter of Credit shall be for the account of the Seller.
9.5. Amendment charges are for the account of the faulty party.
9.6. Letter of credit must allow:
+/- 5% in quantity/ weight and value Charter Party Bill of Lading Third Party Documents
9.7. Documents must be presented for negotiation within 21 days of Bill of Lading date and within the validity of the Letter of Credit.
9.8. Letter of Credit is subject to the UCP600 (2007 Revision) as published by the ICC.
9.9. The Buyer shall arrange for a copy of the Letter of Credit SWIFT to be sent by fax or e-mail to the Seller within 24 hours of opening.
9.10. Spelling and typographical errors and differences of such nature between bank issued and beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear at all times from the context and in such cases only UCP500 regulations shall apply at any time.
10. Documents required for Payment
10.1. The Seller shall provide with each consignment a full set or original (3/3 ) Clean on Board Ocean Bills of Lading, signed by an authorized representative of the shipping line, also signed by the Master showing vessel’s stamp and “CLEAN ON BOARD”,”FREIGHT PREPAID”. Consigned “TO ORDER”, or as requested in the Letter of Credit, and “NOTIFY APPLICANT”. Further 3 (three) non-m negotiable copies to be supplied.
10.2. Beneficiaries manually signed 6 (six) commercial invoices made out in the name of the Applicant indicating commodity, specifications, quantity, unit price, Country of Origin and also indicating Letter of Credit number and Pro-Forma invoice number.
10.3. Detailed packing list in triplicate stating that the Goods have been packed in accordance with the Pro-Forma invoice requirements.
10.4. Certificate of Origin in 1 (one) original and 1 (one) copy issued by the Chamber of Commerce in country of loading.
10.5. Inspection certificate issued by SGS or similar competent authority, confirming quality. Quantity, weight conforms to the requirements set out in the Pro-Forma invoice.
10.6. Insurance certificate or policy (when appropriate) issued by Lloyds or similar first class insurance company covering 110% of invoice value.
Beneficiaries statement certifying that 2 (two) copies full set non-negotiable shipping documents have been sent by DHL or other first class courier service, direct to the Applicant within 7 (seven) days of shipment.
10.8. Any other documents ordinarily required for shipment of the Goods and specified in the required Letter of Credit.
11. Force Majeure and Hardship
11.1. Both sides will be exonerated from their obligations in case of a Force Majeure or Hardship event.
11.2. Force Majeure is understood as per the provisions under ICC Force Majeure Clause 2003 and hardship as per the provision under ICC Hardship Clause 2003. Additionally unforeseen or unusual market circumstances or disruptions to the normal course of business claimed by the Seller shall be considered as incidents of Force Majeure and be subject to the same procedures as below.
11.3. The Party whose performance is prevented by a Force Majeure or Hardship event must notify the other Party within 7 (seven) days of the effective date of the occurrence, which notice is to be confirmed by the legal representatives of the claimant or a certificate issued by the local Chamber of Commerce, including particulars of the event and expected duration. Failure to submit such a notice will prevent the party’s exoneration from contractual obligations unless the Force Majeure event makes such notice impossible.
11.4. The performance of either Party’s obligations will be, in such a case, postponed with by the period of the Force Majeure or Hardship event plus a reasonable period to remobilize production and shipping. No penalty shall be payable for the duration of this delay.
11.5. Should the delay caused by the Force Majeure or Hardship event last more than 30 (thirty) days the sides will attempt to agree measures to allow delivery to continue. Should such an agreement not be reached within 30 (thirty) days from the date of the certified Force Majeure event, the sides are entitled to terminate.
11.6. The Force Majeure or Hardship event does not exonerate the Buyer from paying for the Goods already delivered under documents submitted in accordance with the Letter of Credit.
12. Seller Liability
12.1. Goods shall be considered in “full quantity” if within tolerance provided under Section 3.6 and as per delivery schedule in pro-Forma invoice.
12.2. Date of delivery shall be the date of the Bill of Lading.
12.3. If the Seller fails to deliver full quantity of any consignment, only with the confirmation of the Buyer, he has the obligation to make it complete within the next 2 (two) monthly consignments (where applicable) without penalty, and will only be paid for what is delivered at the time.
12.4. Should the Buyer decide (where applicable), at any time during the monthly period of delivery to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in the port and ready for loading) then the Seller will not be liable for liquidated damages.
12.5. Any sums for which the Seller is liable as penalties for which no provisions are made in the Performance Bond, are made against invoice issued by the damaged side and will be paid by bank transfer within 10 (ten) banking days from the submitted invoice date.
13. Buyer Liability
13.1. Any sums for which the Buyer is liable as penalties and for which no provisions will be paid against invoices issued by the Seller by bank transfer within a maximum of 10 (ten) banking days from the date the invoices are submitted.
13.2. “Scheduled Date of Arrival” means the date when the vessel should be alongside quay to take or make delivery of the Goods as per both Seller and Buyer mutual notifications and provisions.
13.3. Should the vessel arrive at the port of destination and the Buyer delay or decline to offload, the seller shall have the right to offload the Goods and place them in a port warehouse. The Buyer shall be responsible for all costs and charges thereon.
14. Law and Arbitration
14.1. The Conditions of Sale are subject to Laws of the United Kingdom. International Chamber of Commerce (ICC) rules are to be observed under existing CIGS guidelines and UCC Law and practice will supersede if in conflict with ICC.
14.2. In the event of dispute the Seller and Buyer shall try to settle amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 days (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with these conditions, unless the breech is of payment or failure to post the Letter of Credit.
14.3. The arbitration will be heard by one or more arbitrators appointed by mutual agreement of the parties and in accordance with the Rules and Arbitration Act 1996. The seat of the arbitration shall be England. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.
14.4. Should a payment not be received by the Seller when scheduled and the Seller declare a breach of contract the Summary Judgment under Laws of England shall apply and be deemed automatic for the full value of all the deliveries under the Pro-Forma invoice and damages claimed therein under UCC law, with the authority to recover those costs in any country.
15. General Provisions
15.1. These conditions shall constitute a contract between the Parties for the sale and purchase of the Goods and supersedes all prior negotiations, representations and agreements and it is the sole agreement between the parties.
15.2. Any amendments to these Conditions shall be valid only if agreed in writing and signed by a duly authorized representative of both sides.
15.3. In no circumstances whatsoever will the Seller be liable for the loss of profit or consequential damages of the Buyer.
15.4. All communications and correspondence shall be in English.
15.5. These conditions shall come into force on issue and acceptance of the Letter of Credit by the Buyer.
16. Confidentiality Conditions
16.1. The Buyer shall treat all information provided by the Seller on a strictly private and confidential basis. The Buyer shall take all necessary steps to prevent any confidential information from being misused, disclosed or made public to any third party, except as needed to successfully fulfill his obligations.
16.2. The Buyer shall not use any confidential information provided by the Seller in such a way as to:
a) Circumvent the Seller in the commercial dealings with any and all Suppliers.
b) Knowingly do anything to cause the Seller to lose any fees, commissions or profits that are due or become due under any agreement with the Buyer.
16.3. The obligations of confidentiality shall remain in force for 5 (five) years from the date of the Pro-Forma invoice.
16.4. Any breach of Confidentiality shall entail payment of damages for loss of income and consequential damages without limit.
17. Non-circumvention Conditions
17.1. The Buyer, its owners and affiliates shall not in any manner or at any time whatsoever, solicit or accept business from sources or their affiliates that have been made available by the Seller, without the prior written permission of the Seller.
17.2. The Buyer, its owners and affiliates, shall not in any way whatsoever circumvent or attempt to circumvent the Seller or any other party involved in any transaction with the Seller.
17.3. In the event of circumvention by the Buyer its owners and affiliates, whether directly or indirectly, the Seller shall be entitled to monetary penalty as damages, equal to the maximum amount is
should make from such transactions and all expenses including but not limited to legal fees that would be involved in the recovery of said damages.
The Buyer its owners and affiliates irrevocably binds itself to provide any and all.
WE REMAIN YOUR CREDIBLE CEMENT SUPPLIER WORLDWIDE
Best regards
Mr H.Amokrane
General manager.
Tel: 00 421692015028
mobile:00421915678876
E-mail:aksile_dz@yahoo.fr
