CONTRACT No. _____
Dated: _____
Seller:
Buyer:
Goods/
Commodity: Ukrainian ____ in bulk, crop ____
Quantity: __ mt +/- __% in Buyer’s option and at contract price.
Bulkcarrier/Single decker vessel only. GAFTA Weighing Rules No.123 shall be applied. Part cargo not allowed, part shipment allowed.
Quality:
_________
The Goods to be sound, loyal and merchantable, free from alive weevils, insects and foreign smell.
Weight/Quality/Condition are final at time and place of loading as per certificate(s), issued by first class GAFTA approved superintendent, nominated at Seller’s costs and expenses. The Buyer has the right to be present or represented at loading for inspection on weight and quality of goods, but have no right to interfere with loading operations. In any case Seller’s surveyor certificates to govern.
Sampling, Analysis and Certificates of Analysis as per GAFTA 124.
Delivery
period: During _____, both dates mentioned included. No extension.
Price: ____ USD
FOB 1sp Odessa/Yuzhny/Chernomorsk (at Seller’s choice), Ukraine, AAAA.
Payment: 100% to be settled by net cash within 2 banking days against presentation of the
scan / fax copies of the shipping documents by fax or e-mail to Buyer,
Event of Default: If the Buyer fails to pay any sum payable by it under this Contract when due, then this shall constitute an event of default (“Event of Default”) and the Seller shall be entitled to rely on Clause 19 of GAFTA 49, as incorporated into this Contract.
Notwithstanding the foregoing, on and at any time after the occurrence of an Event of Default, the Seller may, by written notice to the Buyer:
Declare the Buyer in default of the terms of this Contract;
Terminate this Contract with immediate effect;
Terminate all other contracts between the parties existing at the time of the Event of Default;
Declare that all sums payable under all contracts between the parties are immediately due and payable; and/or
Exercise any and all of its rights, remedies, powers or discretions under this Contract.
Documents: 3/3 BsL + 3/3 nn copies marked “Clean on Board”, “Freight payable as per charter party”, “Consignee To Order.”
- Original commercial invoice issued by the Sellers
- Original Phytosanitary Certificate issued by official authority.
- Quality/Condition Certificate issued by GAFTA registered first class superintendent
- Weight Certificate issued by GAFTA registered first class superintendent.
- Holds Cleanliness Certificate issued by GAFTA registered first class superintendent
- Certificate of origin issued by local Chamber of commerce and industry in country of origin/loading of goods.
- Non-radioactivity Certificate issued by local authorities or by GAFTA registered first class superintendent or official authorities.
- Fumigation certificate issued by GAFTA fumigation company responsible for fumigation control.
Surveyor’s E-certificates are acceptable. Documents from third parties are acceptable, except commercial invoice.
Original B/L ('s) shall be released to Sellers immediately upon completion of loading of goods under the present contract. All bank charges in Buyers' bank to be for Buyers' account.
All bank charges in Sellers' bank to be for Sellers' account.
Pre-advice
/nomination: Vessel’s nomination to be minimum 20 consecutive days before vessel's arrival at loading port. The Buyer to nominate single decker, bulk carrier vessel only, suitable for the carriage of the contract goods, suitable for fumigation. The Buyer confirms that vessel will be in line with load port restrictions as advised by Seller with the signed copy of the present copy. Buyers guarantee that nominated vessel did not call any Crimean port since February 20, 2014.
During nomination the Buyer has to present full vessel’s description for Seller’s acceptance as follows:
- Vessel’s name (ex name), nationality, flag, date of built and registration number
- Draft /airdraft, LOA, beam, distance WLTOHC
- Dimensions of vessel holds / hatches, capacity of hold
- Estimated time of arrival in port of loading
- Demurrage rate
- Planned intake / estimated quantity for loading
- Country of destination, port of discharge
- Date of Charter party or date of fixture recap.
The Buyer shall serve to the Seller and the agent at loading port not less than 5 day estimated notice of vessels arrival at loading port. The Buyer shall serve to the Seller and the agent at loading port 5/3/2/1-day definite notice of vessels arrival at loading port. Substitution is permitted and the Buyer is not required to give the Seller a new pre-advice notice for the substitute nomination if date of vessel arrival is not affected. The Seller shall advise on final acceptance of the vessel by the port authorities on latest 1 working day from nomination date.
Loading
instructions: Buyer shall give full and final shipping instructions to Seller latest upon vessel nomination but in any case not later than two working days prior to vessel’s arrival at port of loading. Any delays/costs/other consequences due to delay in providing shipping instructions as above, will be for Buyer’s account.
Buyers shall confirm drafts of shipping documents before issuance of the originals. If Buyers failed to confirm the drafts within 48 hours Sellers have a right to issue the shipping documents on the basis of given contract and Buyers’ documentary instructions without being responsible for any negative consequences which could arise thereto.
All documents to be issued in English language or provided with English translation, in any case in accordance with Buyers instructions and country of origin regulations, but within the terms and conditions of the contract.
Fumigation: In the event live insects are detected during loading or should fumigation be required by authorities at the Load Port, then the commodity will be fumigated in transit on board the Vessel at Seller's cost. Such fumigation will be conducted in accordance with the method as advised by the appointed fumigation company and otherwise in accordance with the GAFTA fumigation rules. In the event specific fumigation methods/types are requested by buyers such as recirculation and/or sleeves, etc. then the additional costs of such fumigation method/type is for Buyer's time and account. Seller to pay only for standard fumigation.
Insurance: To be covered by Buyers in line with GAFTA and to be provided to Seller upon the first Sellers’ request
Risk and title: Risk for the goods will pass from Seller to Buyer upon the goods passing the vessel’s rail.
Title for the goods will not pass from Seller to Buyer until the Seller receives full payment for the goods credited to the Seller’s account, and any other goods that the Seller has supplied to the Buyer. Title in the goods will not pass if an Event of Default has occurred or is subsisting
Loading rate: To be ____ metric tons per weather working day of 24 consecutive hours SSHEX EIU.
Notice of
readiness: Notice of Readiness shall be tendered from the Seller’s berth at the office of Sellers or the agent at the load port between 08.00 a.m. and 05.00 p.m. local time on all days except Saturdays, Sundays, and holidays. Should the sellers’ berth be not available at the time of the vessel’s arrival, the vessel is allowed to tender NOR from any usual waiting place WIPON/WIFPON/WICCON/WIBON. But in any case, after the JCC inspection.
Any notice received after 17:00 local time (Monday till Friday) shall be deemed to have been received on the business day following.
Laytime:
Lay-time starts counting at 8.00 a.m. the next working day if N.O.R. is validly tendered during normal office hours, between 8.00 a.m. and 5.00 p.m. local time from Monday to Friday. Time from Friday 5.00 p.m. (or at 5.00 p.m. on a day preceding an official holiday) till next Monday at 8.00 a.m. (or at 8.00 a.m. on the day following the holiday) is not to count, even if used. All other terms and conditions as per relevant C/P. If not conflict with the above.
Time for passing from roads/anchorage waiting for the area to berth, is not to count as laytime or time on demurrage.
Time used for shifting (due to vessel reason), opening/closing of hatches, mooring/unmooring (due to vessel reason), draft surveys (initial, final), and – if holds fail inspection – the time from failure until acceptance of holds not to count as laytime or time on demurrage.
Laytime stops counting after loading completion of the cargo.
Demurrage
/Dispatch: Demurrage/Dispatch as per charter party, but dispatch always half demurrage.
Demurrage to be settled within 20 days after completion of loading, accompanied by all relevant supporting documents/timesheets.
Export
licences, duties: Duties and taxes arising in country of origin to be for Sellers’ account.
Duties and taxes arising in country of destination to be for Buyers’ account.
C/P: Buyers shall send by email/fax/courier a working copy of the C/P or booking note to Sellers without delay or upon Seller's request.
Other
conditions: All other terms and conditions not in contradiction with this Contract shall begoverned as per Contract GAFTA No. 49 and any addenda thereto, being effective on the date of conclusion of this Contract. In the event of a conflict between the terms of this Contract and GAFTA, the terms of this Contract shall prevail.
Vessel’s agent at load port to be appointed by Seller at Buyer’s first request latest upon vessel nomination.
Compliance: Buyer guarantees that both it and its nominated vessel (as well as those owning or operating her) shall comply with all laws, regulations and requirements of the United States of America, the European Union, England & Wales and any other relevant or applicable country or entity which relate to bribery, anti-corruption generally, trading sanctions and/or other restrictions on trade. Buyer shall indemnify Seller and hold Seller harmless in respect of any loss or damage that Seller incurs or sustains by reason of any breach of this clause. Should Buyer have any reason to believe that a breach of this clause may have occurred it shall notify Seller immediately and take immediate steps to rectify the breach. The obligations set out in this clause are conditions of this Contract and shall survive its termination by whatever means, including without limitation its discharge by performance.
Nothing in this Contract is intended to or shall require either Party to take any action that is likely to place it or its affiliates in a position of non-compliance with or in contravention of the laws, regulations, resolutions, decrees or rules of the United Nations, the United States of America, England & Wales or the European Union, as may be amended from time to time, including but not limited to those laws, regulations, resolutions, decrees or rules which relate to economic sanctions, trade-embargoes, foreign export/trade controls, anti-bribery and corruption measures or international boycotts and trade restrictions of any type (hereinafter: “Economic Sanction Laws”).
Sellers and Buyers warrant that they will comply with Economic Sanction Laws in all respects related to the performance of this contract. This warranty refers particularly but not exclusively to shippers, to any intervening banks and in general to any person, company, bank or entity involved in the performance of the contract.
In case one Party breaches the warranties and representations mentioned in this chapter of the Contract, such Party obliges to reimburse the other Party for all the losses and damages caused by such breach and hold them fully harmless.
Economic sanction clause:
In their performance hereunder, the seller and buyer will comply with all U.S., EU, UN, Swiss or the country of origin of the goods laws relating to transactions with restricted countries, persons and entities, including but not limited to money transfers related to such transactions and restrictions against dealings with blocked/prohibited persons (the "sanctions laws"). Buyer is not a restricted country, person or entity as defined by the “sanctions laws”. Buyer represents it will not directly or indirectly resell to a restricted country, person or entity. Moreover, the Buyer guarantees that the country of destination will not be a restricted country and in any case not Iran and Syria. Seller has the right to reject any person, entity or money transfer that would cause seller or a person subject to u.s., eu, swiss or the country of origin of the goods jurisdictions to be in violation of the “sanctions laws”. If seller rejects the contract on these grounds it shall be entitled, at its sole discretion, to require the buyers to promptly nominate a suitable substitute; or terminate this contract. To the full extent permitted by applicable law, the buyers shall indemnify seller against any and all costs, expenses, losses and liabilities it incurs as a result of the buyers’ breach of this clause.
War risk clause:
Parties expect that performance of this Contract will be possible despite the russian invasion of the ukraine that commenced on 24 february 2022. Nevertheless, should circumstances change and result in the actual prevention of the delivery, export, collection of the goods, or their shipping under this contract, the ongoing hostilities may be an event of force majeure.
Arbitration clause:
Any and all disputes arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the GAFTA Arbitration Rules No. 125, in the edition effective on the date of conclusion of this Contract. The seat of arbitration shall be London.
The parties have agreed that they may engage legal representatives (i.e. А solicitor and a barrister, or other legally qualified advocate, or advisor, wholly or principally engaged in private practice), to represent them in the arbitration and/or in any appeal proceedings and to appear on their behalf at any oral hearings. The parties agreed that the costs of attracting representatives shall be reimbursed by the guilty party. The tribunal, and/or the board of appeal, shall determine the recoverable costs of engaging legal representatives.
Applicable
Law: The parties agree that this Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
