Grain, Urea-46( карбамид), wheat:

Grain, Urea-46( карбамид), wheat:
PROCEDURE
1) The buyer gives the OFFER (LOI or ICPO LOI & BCL).
2) The seller sends the ACCEPTANCE (FCO the full Corporate Offer).
3) Buyer accepts and agrees the terms and conditions of the FCO by counter signature & companies stamp and sending it to the seller and send BCL (the Letter from Bank about Solvency of the Buyer.
4) Seller issues draft contract with full banking. Draft Contract shall be signed by both parties and sent via fax or electronic message (EDI), that will be deemed as original and valid.
5) Hard copies of the Contract to be issued by the Seller and exchanged with the Buyer.
6) Buyer signs/stamps all the copies and return 2 (two) hard copies of the Contract to the Seller.
7) Seller and Buyer will lodge the hard copies of the Contract with their respective banks.
8) The Buyer bank provides Proof of Funds to the seller’s bank.
9) Seller will provide the Proof of Product Bank to Bank.
10) Buyer will present pre-advised L/C to be approved by Seller''s Bank.
11) Seller will issue 2% Performance Bond to activate the Letter of Credit.
Delivery and shipment commence as per Contract.

Grade B- Universal nitric fertilizer. It is used on all kinds of soil under any cultures.

SPECIFICATIONS:

UREA CARBAMIDE GRADE B
ORIGIN RUSSIA/UKRAINE OR SELLERS CHOICE
GOST NUMBER 2081 – 92
MARK GRADE B – AGRICULTURAL
PRILLED EMPERICAL FORMULA GRADE OF
PURITY H2N-CO-NH2-TECHNICAL-CP-FERTILIZER
46.2 % MINIMUM NITROGEN CONTENT
NITROGEN BY WEIGHT CONTENT 46.2 % MINIMUM
MOISTURE 0.5 % MAXIMUM
FISHER METHOD 0.3 % MAXIMUM ON DRYING BASIS
BIURET BY WEIGHT 1 % MAXIMUM
ANTI CAKING AGENT 0.5 % MAXIMUM
AMMONIA FREE 160 PXT – PPM MAXIMUM
PRILL 95 % MAXIMUM
GRANULATION FROM DIMENSION 1 – 4 MM – 94 % MINIMUM
DIMENSION LESS THAN 1 MM – ABSENCE
MELTING POINT 132 ° DEGREE CELSIUS
COLOR CLEAN WHITE PRILLED
PH VALUE 8.05 – 9.5
RADIATION CERTIFIED FREE
FREE FLOWING ANTI-CAKING THREATED
PHYSICAL 100 % FREE FROM HARMFUL SUBSTANCE AND IMPURITIES AND DUST.
PRODUCTION FRESH
INSPECTION BY SGS PORT OF LADING
CERTIFICATION BY SGS PORT OF LOADING
PACKING BULK / BAGS

ORIGIN : RUSSIA/UKRAINE OR SELLERS CHOICE
PACKING : 50 KG, BAGS, IN BULK
QUANTITY : UP TO 5 000 000MT YEAR
VESSELS SIZE : BY MINIMUM SIZE OF SHIPMENT 12 500 MT
DELIVERY : CIF ASWP
CONTRACT LENGTH: 1(one) YEAR
INSURANCE : Seller Lloyd’s broker covering 110%
PAYMENT INSTRUMENT OFFERED: Irrevocable, transferable, fully funded, confirmed, revolving documentary Letter of Credit payable 100% at sight issued and or confirmed by a Prime Bank.
GUARANTEE : PERFORMANCE BOND 2%

COMPANY LETTER HEAD

LETTER OF INTENT

To whom:
IMPORT & EXPORT
UKRAINE / ODESSA
Private Business Company
SPD Pass,
Mr. Egor Pass.

Date: 10/03/2006

RE: LOI N°................

Validity of LOI: November 30, 2005

We, ………………………, represented by Mr. …………………….. (Director) hereby declare and confirm under our full corporate and legal responsibility, that we are ready, willing and able to purchase the commodity as per specifications and the in the quantity and forth price as specified in the terms and conditions as hereinafter set forth. This representation is made with full corporate authority and responsibility of the above as specified below, and with the following terms and conditions:

Product: 46% Prilled Urea

Quantity in Metric tones: ……………… MT (…………………………………………………………)

Acceptable Price PMT: $………… USD (………………………..) per metric ton

Total Value of Contract: $ ………………………………USD (………………………………………….United States Dollar)

Payment Instrument: (1) Standby letter of Credit, or
(2) Fully funded Documentary Letter of Credit, Irrevocable,
Transferable covering the total value of contract or
Note: Letter of Credit must be confirmed.

Destination Port:

Product Specifications:

NITROGEN : 46% MINIMUM
BIURET : 1.0% MAXIMUM
MOISTURE : 0.5% MAXIMUM BY METHOD OF DRYING
FISHER METHOD : 0.3% MAX
FREE AMMONIA : 160 PXT PPM MAXIMUM
GRANULATION : 1 – 4 MM, 90% MINIMUM
COLOR : PURE WHITE
FREE FLOWING : 110% ANTICAKING TREATED
MELTING POINT : 132 DEGREE CELSIUS
STATIC RESIST : 0.7%
RADIATION : CERTIFIED NON-RADIOACTIVE
PHYSICAL : FREE FROM HARMFUL SUBSTANCE,
: IMPURITIES & DUST
Delivery:
1. DECEMBER 2005* 100,000 (+/- 5%) METRIC TONNES
2. JANUARY 2006* 100,000 (+/- 5%) METRIC TONNES
3. FEBRUARY 2006* 100,000 (+/- 5%) METRIC TONNES
4. MARS 2006* 100,000 (+/- 5%) METRIC TONNES
5. APRIL 2006* 100,000 (+/- 5%) METRIC TONNES
6. MAI 2006* 100,000 (+/- 5%) METRIC TONNES
7. JUNE 2006* 100,000 (+/- 5%) METRIC TONNES
8. JULLY 2006* 100,000 (+/- 5%) METRIC TONNES
9. SEPTEMBRE 2006* 100,000 (+/- 5%) METRIC TONNES
10. OCTOBER 2006* 100,000 (+/- 5%) METRIC TONNES
11. NOVEMBER 2006* 100,000 (+/- 5%) METRIC TONNES
12. DECEMBER 2006* 100,000 (+/- 5%) METRIC TONNES

First Ship Date: First shipment to start 30 to 45 days after acceptable and confirmation of Letter of Credit by seller and seller’s bank.

Country of Origin: Ukrainia, Russia OR seller option

Packing: PP/PE bags 50kgs

Inspection: by SGS or equivalent for Quality and Quantity at port of Loading at seller cost

Performance Bond: 2% of the value of each shipment

Insurance: at seller responsability

Buyer’s Information:
Name of the Company:
Contact Person: .......................
Company Registration Number: ................
Address: .......................
Tel. Office: ......................
Tel. Mobile: ..........................
Fax Office: .........................
Email: ...................

Buyer’s Bank Information:
Name: .........................
Branch Code: ..........................
Full Address: .........................
..................................
Account Number: ....................
Account Name: ..........................
SWIFT No: .............................
Bank Officer: ..........................
Tel. Number: ..............................
Mobile Number: .......................
Fax Number: .............................
Email: .................................
Telex No: ..........................
Confirming Prime Bank: ..................

We understand that any and all offers and/or contracts are subject to successful seller verification of funds availability. We hereby give our permission for the seller to conduct a soft probe of buyer’s account.

For and on Behalf of Individual Name:-------------------------------
Individual Name:-------------------------------

Signature and Company Stamp

Date .................2005

Уважаемые господа,
Обращаем внимание на качество заполнения документов. Причины по которым документы (LOI BCL) поставщик не принимает и сбрасывает в корзину:

1) в LOI нет банковских реквизитов покупателя. Имени и телефона офицера банка.
2) в LOI нет имени и местонахождения первоклассного подтверждающего мирового банка.
3) в LOI нет подписи и печати покупателя.
4) в LOI нет процедуры сделок по одному из 3- х вариантов.
5) LOI имеет старую дату .
6) в BCL тип аккредитива отличается от аккредитива ,указанного в LOI.
7) в BCL нет имени и местонахождения первокласного мирового банка.
8) в BCL нет подписи и печати банка покупателя.

Простейшие документы ( LOI BCL) готовятся в течении 2-3 часов.
BCL это всего лишь письмо от банка, которое банк выдает на имя своего Клиента (покупателя) по его просьбе с подтверждением о наличии денежных средств для оплаты товара определенным видом аккредитива.
Не путайте с POF-это денежное обязательство банка в форме подтверждения и выдается на основе Правил Международной Торговой Палаты 500/600 и может быть проверено по принципу «Банк-Банку», через контакт с офицерами этого банка.

Dear sirs,
We pay attention to quality of filling of documents.
On which documents (LOI BCL) the supplier does not accept the reason and dumps(resets) in a basket:

1) In LOI there are no bank essential elements of the buyer. A name and the phone of the officer of bank.
2) In LOI there is no name and a site of the first class confirming world(global) bank
3) In LOI there is no signature and a seal of the buyer
4) In LOI there is no procedure of bargains on one of 3-õ variants.
5) LOI has old date
6) In BCL the type of the letter of credit differs from the letter of credit specified in LOI
7) In BCL there is no name and a site the first class world(global)
8) In BCL there is no signature and a seal of bank of the buyer.

The elementary documents (LOI BCL) prepare during 2-3 hours.
BCL it only the letter from bank which the bank gives out addressed to the Client (buyer) under his(its) request with acknowledgement(confirmation) on presence of money resources for payment of the goods by the certain kind of the letter of credit.
Do not confuse about POF-this liability of bank in the form of acknowledgement(confirmation) and it is given out on the basis of Rules of the International Chamber of commerce 500/600 and may be checked up by principle Bank to Bank, through contact to officers of this bank.

BANK CAPABILITY LETTER (BCL)
(To be completed on buyer’s bank letterhead)

CONFIRMATION OF FUNDS CERTIFICATE

Date: ___________________________________

From
Bank Name
Address:
Telex:
SWIFT:
Telephone number:
Fax number:

To: (Name of account holder)

Subject: _____________________________

We are informed that our client (name of company or client), account number
(optional) would like to purchase (quantity of commodity) of (type of
commodity/product) for US Dollars ($ _______ per (MT or other unit
price C&F/CIF/FOB), (name of port of delivery and country) for a total of
US$ ______________ (total amount order).

We understand that payment is to be by (Irrevocable, Fully Funded,
Transferable, Divisible, Confirmed, Acceptable Documentary Letter of Credit
) (or Irrevocable, Non- transferable Documentary letter of credit) (or
Standby/SWIFT Wire Transfer/Sola Draft in any and all aspect to the seller)
Payable at 100% at sight of contract value for (number of days), and confirmed
by (name of confirming bank).

This is to inform you that the Buyer has the financial capacity to issue
such Letter of Credit subject to bank formalities, should the buyer contract
for the (name of commodity).

Signed and sealed

____________________________________
Title and typed full name of bank officer

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Asteriks911@rambler.ru

CONTRACT FOR THE SALE AND PURCHASE OF UREA 46
/25.000/12 /

CONTRACT NO. UREA
BUYER REF. :
BY AND BETWEEN

SELLER:

COMPANY NAME:
ADDRESS:
REPRESENTIVE:
TEL:
FAX:
EMAIL:

HEREIN AFTER CALLED THE “SELLER”

BUYER:

COMPANY NAME:
ADDRESS:
REPRESENTIVE:
TEL:
FAX:
EMAIL:

HEREIN AFTER CALLED THE “BUYER”

WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND

WHEREAS: THE SELLER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM
CONTRACT TO DELIVER ___________METRIC TONS (+/- 5%) OF PRILLED
UREA 46%, COST, INSURANCE AND FREIGHT (CIF) INCOTERMS 2000, AND;

WHEREAS: THE BUYER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT
TO PURCHASE _____________METRIC TONS (+/- 5%)) OF PRILLED UREA
46%, COST, INSURANCE AND FREIGHT (CIF) INCOTERMS 2000, AND;

WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:

THE FOLLOWING CONTRACT HAS BEEN CONCLUDED:

1.NAME OF COMMODITY

UREA 46%N PRILLED (ACCORDING TO STANDARD EXPORT QUALITY)

2.GUARANTEED SPECIFICATION

PRODUCT NAME UREA
QUALITY STANDARD EXPORT QUALITY, PRILLED
NITROGEN 46% BY WEIGHT MINIMUM
MOISTURE 0.5% MAX FISPER/0.3% MAX DRYER
BIURET 1% MAXIMUM, BY WEIGHT
ANTI-CAKING AGENT YES
FREE AMMONIA 160 PKT, PPM MAX
GRANULATION 1-4MM 90%
>2MM 1%
< 3MM 4%
MELTING POINT 132°C
COLOR STANDARD WHITE OR PURE WHITE PRILLED
PURITY PURE. FREE FROM HARMFUL SUBSTANCE
RADIATION CERTIFIED FULLY NON-RADIOACTIVE
CONSISTENCY 100% FREE FLOWING

3. PACKING/MARK

BAGS OF 50 KG OR BULK, STANDARD FOR OCEAN FREIGHT. STANDARD MARK IN ENGLISH. IF THE MARKING TO BE IN AN OTHER ADDITIONAL LANGUAGE IT HAS TO BE AGREED UPON BY SELLER AND SPECIFIED BY BUYER. EXTRA CHARGE MIGHT BE APPLICABLE.

4. COUNTRY OF ORIGIN

UKRAINE OR RUSSIA OR CIS AT SELLER’S CHOICE

5. LOADING PORT

ANY MAIN PORT IN RUSSIA/UKRAINE AT SELLER’S CHOICE AND NOTIFY TO THE BUYER BEFORE SHIPMENT.

6. DISCHARGE PORT

DESTINATION IS AT BUYER’S CHOICE AND SHALL BE SPECIFIED IN THE CONTRACT, AS GIVEN IN SHIPPING SCHEDULE (NON USA SANCTIONED PORT) WITH APPROPRIATE PERMITS AND LICENSES.

7. QUANTITY

THE TOTAL QUANTITY OF _______________METRIC TONS SHALL BE SHIPPED WITHIN 12 MONTHS. SHIPMENT OF CONTRACTUAL QUANTITY IS ACCORDING TO THE DELIVERY SCHEDULE AS SPECIFIED IN APPENDIX 1.

8. UNIT PRICE

CIF ASWP, USD .00/MT (……………………………………………………………UNITED STATES DOLLARS)
ANY SAFE WORLD PORT (ASWP), COST INSURANCE AND FREIGHT (CIF)

9. TOTAL CONTRACT VALUE

USD 00,000(………………………………………………………………MILLION US DOLLAR) FOR 12 MONTHS.

10. TIME OF LOADING

THE FIRST DELIVERY SHALL BEGIN THIRTY TO FORTY FIVE (30-45) DAYS AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND COMPLETED WITHIN THE STATED TIME. PARTIAL SHIPMENT ALLOWED.

11. SHIPPING

1. THE SELLER SHALL BE RESPONSIBLE FOR THE SCHEDULING OF VESSELS TO LOAD AND TRANSPORT THE CONTRACTED PRODUCT IN ACCORDANCE WITH THE SHIPPING SCHEDULE MUTUALLY AGREED UPON IN APPENDIX 1.

2. THE PRODUCT SHALL BE SHIPPED ACCORDING TO THE RELEVANT PROVISIONS OF THIS CONTRACT TO DISCHARGE PORT/S IN MINIMUM SHIPMENT OF 12,500MT (TWELVE THOUSAND FIVE HUNDRED) AND/OR 25,000MT (TWENTY FIVE THOUSAND) AND/OR 50,000MT (FIFTY THOUSAND) PER LIFT (+-5%). TOTAL SHIPMENTS SHALL BE ACCORDING TO THE SHIPMENT SCHEDULE (APPENDIX 1). MINIMUM IS SUBJECT TO SLIGHT AND REASONABLE VARIATIONS IN SCHEDULE DUE TO THE CUSTOMARY USUAL EXIGENCIES. CONSECUTIVE SHIPMENTS SHALL BE SHIPPED ACCORDING TO DELIVERY SCHEDULE ATTACHED IN THE CONTRACT.

3. PRE-ADVICE OF SHIPMENT –BEFORE LOADING COMMENCES, THE SELLER WILL
INFORM THE BUYER VIA CABLE, TELEX, EMAIL OR FAX OF THE CONTRACT NUMBER, NAME OF COMMODITY, NAME OF VESSEL, FLAG OF VESSEL, AT LOADING PORT AND ESTIMATED SAILING DATE.

12. PAYMENT

IRREVOCABLE, CONFIRMED, AUTO-REVOLVING FULLY FUNDED FOR ONE MONTH SHIPMENT VALUE OF (MT), TRANSFERABLE, DOCUMENTARY LETTER OF CREDIT GUARANTEED FOR THE ENTIRE CONTRACT VALUE (FFDLC; BUYER’S CONFORMING PAYMENT INSTRUMENT), ISSUED AND CONFIRMED BY AN ACCEPTABLE TOP 25 MAJOR PRIME BANK IN THE WORLD IN FAVOR OF SELLER TO SELLER’S BANK VALUE PAYABLE 100% AT SIGHT AT SELLER’S BANK COUNTER. THE FFRDLC FEE FOR INITIAL CONFORMING CONFIRMATION WILL BE ON BUYER’S EXPENSE. ANY FEE FOR ADDED CONFIRMATION, IF SO ELECTED BY SELLER, SHALL BE FOR THE ACCOUNT OF SELLER. SELLER SHALL HAVE NO RESPONSIBILITY FOR ANY TRANSFER OR DIVISION FEES, IF ANY.

THE AFORESAID BUYER’S FFRDLC SHALL BE ISSUED IN COMPLETE AND CONFIRMED BUT NON-OPERATIVE FORM, AND SHALL BECOME AUTOMATICALLY OPERATIVE AND FULLY AND IRREVOCABLY ACTIVE UPON SELLER POSTING ITS OPERATIVE CONFORMING PERFORMANCE BOND AS HEREIN PROVIDED.

BEFORE THE PAYMENT INSTRUMENT IS TRANSFERRED TO THE SELLER’S ACCOUNT, THE TEXT OF THE PAYMENT INSTRUMENT MUST BE REVIEWED AND APPROVED BY THE SELLER’S BANK. WORDING OF FFRDLC IS TO BE SENT TO SELLER ALONG WITH ACCEPTED COPY OF THE CONTRACT. THE LETTER OF CREDIT TEXT COULD BE PROVIDED BY THE SELLER IN ORDER TO SAVE TIME. THE LETTER OF CREDIT DOCUMENTS SHALL BE NEGOTIATED AND PAYABLE AT THE SELLER’S BANK.

ANY DEVIATION FROM THE PAYMENT TERMS IS SUBJECT TO ACCEPTANCE BY THE SELLER OR HIS BANK. ALL BANK CHARGES AND COMMISSIONS AT BUYER’S BANK FOR BUYER’S ACCOUNT. ALL BANK CHARGES AND COMMISSIONS AT SELLER’S BANK FOR SELLER’S ACCOUNT. ALL BANK CHARGES, INCLUDING ALL CONFIRMING, ASSIGNING, TRANSFERRING, ADVISING, NEGOTIATING CHARGES ARE FOR ACCOUNT OF APPLICANT PLUS ADVISING BANK DISCREPANCY CHARGES ON BENEFICIARY DOCUMENTS ARE FOR APPLICANT’S ACCOUNT. THIS MUST BE CONFIRMED IN THE FFRDLC BY THE ISSUING AND CONFIRMING BANKS. AMENDMENT CHARGES ARE FOR THE ACCOUNT OF THE FAULTY PARTY.

THIS DOCUMENTARY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS UCP 500 BY ICC PUBLICATION NO.500. THE LETTER OF CREDIT SHALL BE OPENED BY BUYER AS PER CONTRACT WITH A VALIDITY OF 12 +1 MONTHS.

13. BANK PERFORMANCE BOND (PB）

THE SELLER AGREES TO ISSUE AN OPERATIVE PERFORMANCE BOND (PB) WITHIN SEVEN (7) INTERNATIONAL BANKING DAYS AFTER RECEIPT OF NON-OPERATIVE LC ISSUED FROM THE BUYER AND OPERATE THE LC AT SAME TIME.
THE AMOUNT OF PB WILL BE 2 %( TWO PERCENT) OF PER MONTH SHIPMENT VALUE

14. PROOF OF PRODUCT (POP)

POP IS PROVIDED BY SELLER TO BUYER WITHIN SEVEN (7) INTERNATIONAL BANKING DAYS AFTER RECEIPT OF RWC (REFER TO AS APPENDIX 5) ISSUED FROM THE BUYER.

15. DOCUMENTS REQUIRED

1. COMMERCIAL INVOICE IN 3 (THREE) ORIGINAL AND 3 (THREE) COPIES DULY SIGNED INDICATING THE DESCRIPTION OF GOODS, QUANTITY (GROSS AND NET WEIGHTS), UNIT PRICE, TOTAL VALUE, L/C N°, CONTRACT N°; AND INVOICE N°
2. OCEAN BILL OF LADING – 3 (THREE) ORIGINAL AND 3 (THREE) NON-NEGOTIABLE COPIES OF FULL SET OF OCEAN BILL OF LADING MARKED “CLEAN ON BOARD”.
3. CERTIFICATE OF ORIGIN – THREE (3) SIGNED ORIGINAL AND THREE (3) SIGNED COPIES OF THE CERTIFICATE OF ORIGIN ISSUED AND ENDORSED BY LOCAL CHAMBER OF COMMERCE FROM THE COUNTRY OF ORIGIN.
4. SGS– THREE (3) ORIGINAL AND THREE (3) COPIES OF SGS CERTIFICATE FOR QUALITY AND QUANTITY ISSUED AT LOADING PORT, INCLUDING NON CONTAMINATION REPORT SHOWING NAME OF CARRYING VESSEL, SAILING DATE. THE SGS/- REPORT IS TO BE ENDORSED BY THE BUYER OR HIS REPRESENTATIVE WITH THE WORDS “THE BUYER HEREBY CONFIRMS THAT THE FORMAT OF THIS SGS REPORT HAS BEEN CHECKED AND ACCEPTED BY THE BUYER.”
THE BUYER’S BANK IS TO ACCEPT THE SGS FORMAT FOR PAYMENT PURPOSE WITHOUT FURTHER QUESTION OR COMMENTS ON THE FORMAT OF THE SGS REPORT.
5. NON-EXPLOSIVE AND NON-RADIOACTIVE MATERIALS – THREE (3) ORIGINAL AND THREE (3) COPIES THAT THE PRODUCT DOES NOT CONTAIN ANY EXPLOSIVE AND RADIOACTIVE MATERIALS.
6. PACKING LIST –3 (THREE) ORIGINAL AND 5 COPIES.
7. (IF SHIPPED ON A CIF BASIS) AN ALL RISK FIRST CLASS INSURANCE POLICY COVERING 110% OF THE VALUE OF THE PRODUCT TO THE DELIVERY PORT.

16. INSURANCE

TO BE COVERED BY SELLER TO 110% OF LETTER OF CREDIT VALUE OF PER MONTH SHIPMENT.

17.INSPECTION

INSPECTION OF PRODUCT SHALL BE CARRIED OUT BY SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE (SGS) OR SIMILAR RECOGNIZED AUTHORITY AT SELLER’S EXPENSE, AND SHALL BE DEEMED TO BE FINAL. THE BUYER OR HIS REPRESENTATIVE MAY, AT HIS EXPENSE, ATTEND LOADING. AT DISCHARGE PORT, THE BUYER MAY, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT PORT OF DISCHARGE TO CONFIRM WEIGHT AND QUALITY.

IF THERE SHALL BE ANY DISCREPANCY DISPUTE RELATING TO THE QUALITY AND/OR QUANTITY OF THE PRODUCTS DELIVERED, THE BUYER SHALL INFORM THE SELLER IN WRITING WITHIN THIRTY (30) DAYS AFTER COMPLETION OF UNLOADING AT THE DISCHARGE PORT. DISPUTES SHALL BE SETTLED AMICABLY BY NEGOTIATION. DISPUTES SHALL BE SETTLED AMICABLY BY NEGOTIATION. IF THE PARTIES FAIL TO SETTLE ANY DISPUTES AMICABLY, IT IS HEREBY AGREED THAT ARBITRATION SHALL BE EMPLOYED TO DETERMINE THE APPROPRIATE JUDGMENT AT THE GENEVA OR FRANCE ARBITRATION ASSOCIATION CHAMBERS, BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER. EXPENSES ARE AT LOSING PARTY.

18 TITLE AND RISK

THE TITLE WITH RESPECT TO EACH SHIPMENT SHALL FROM SELLER TO THE BUYER WHEN SELLER RECEIVES REIMBURSEMENT OF THE PROCEEDS FROM THE OPENING BANK THROUGH THE NEGOTIATING BANK AGAINST THE RELATIVE SHIPPING DOCUMENTS AS SET FORTH IN PER CONTRACT AFTER COMPLETION OF LOADING ON BOARD THE VESSEL AT LOADING PORT.

19. FORCE MAJEURE

THE PARTY WILL NOT BE LIABLE FOR PARTIAL OR COMPLETE FAILURE TO EXECUTE THEIR OBLIGATIONS UNDER THIS CONTRACT IF THE SAID FAILURE IS CAUSED BY UNFORESEEN FORCE MAJEURE CIRCUMSTANCES, SUCH AS: SEVERE WEATHER CONDITIONS AND OTHER ACTIONS OF NATURE, ACTS OF THE GOVERNMENT, WAR, STRIKES, RIOTS OR OTHER FORCES BEYOND CONTROL OF THE PARTIES IF THE ABOVE MENTIONED CIRCUMSTANCES DIRECTLY AFFECT THE FULFILLMENT OF THIS CONTRACT.
THE PARTIES SHALL BE OBLIGED TO IMMEDIATELY ADVISE EACH OTHER IF ANY DELAY ARISE FROM ANY OF THE CAUSES REFERRED TO. THE FULFILLMENT OF THE CONTRACT OBLIGATIONS WILL BE EXTENDED FOR A RESPECTIVE PERIOD PROVIDING BOTH PARTIES AGREE. CERTIFICATES ISSUED BY THE LOCAL CHAMBER OF COMMERCE, THE ICC OR OTHER GOVERNMENT INSTITUTIONS SHALL BE PRESENTED AS PROOF OF FORCE MAJEURE TO THE OTHER PARTY.

20. GOVERNING LAW AND ARBITRATION

THIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATIONS CONVENTION FOR THE SALE OF GOODS (U.N. CONVENTION). IN EVENT OF INCONSISTENCY BETWEEN THIS CONTRACT AND THE PROVISIONS OF THE U.N. CONVENTION, THIS CONTRACT SHALL HAVE PRIORITY FOR THE PURPOSE OF ARTICLE 39 OF UN CONVENTION; A REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE 5 DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE COURTS OF THE EUROPEAN UNION, WHICH SHALL APPLY TO ICC RULES AND REGULATIONS.

IF ANY DISPUTE HAPPENS, THE TWO PARTIES AGREE TO TRY THEIR UTMOST TO SOLVE IT BY FRIENDLY NEGOTIATIONS. IF THE DISPUTE PROVES IMPOSSIBLE TO SETTLE, THE DISPUTE MATTER ARISING IN CONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL ARBITRATION ASSOCIATION CHAMBERS IN GENEVA OR FRANCE, AND WILL BE SUBMITTED WITHIN 10(TEN) DAYS TO THE ARBITRATION IN ACCORDANCE WITH THE SAID RULES. THE PARTIES AGREE THAT THEY WILL BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER. THE ARBITRATION AND ATTORNEY FEES WILL BE PAID BY THE LOSING PARTY. IT IS UNDERSTOOD THAT IN THE EVENT OF DISPUTE OR ARBITRATION, THE LANGUAGE OF ENGLISH SHALL PREVAIL.

21.ASSIGNMENT

EITHER PARTY IS ALLOWED TO ASSIGN THE CONTRACT IN FAVOR OF A THIRD PARTY IN ORDER TO SECURE THE PERFORMANCE OF ITS CONTRACTUAL OBLIGATIONS, PROVIDED SUCH OBLIGATIONS CONTINUE UPON THE ASSIGNEE AND ONLY WHEN WRITTEN ASSIGNMENT AGREEMENT BEING CONCLUDED AND ACCEPTED BY BOTH PARITIES. EITHER PARTY MAY CHANGE THEIR BANKING DETAILS BY WRITTEN INSTRUCTION TO THE OTHER.

22. MISCELLANEOUS

1 ANY AMENDMENTS AND SUPPLEMENTS TO THE TERMS AND CONDITIONS OF THIS CONTRACT WILL BE VALID ONLY IF MADE IN WRITING AND DULY SIGNED BY BOTH PARTIES.
2 THIS CONTRACT SHALL BE LEGAL AND BINDING UPON SIGNATURE OF THE FAX COPIES. UPON RECEIPT OF THE COUNTERSIGNED FAX-COPY, BUYER OR HIS AGENT SHALL SEND 2 (TWO) HARDCOPIES BY MAIL OR COURIER TO SELLER, WHO SHALL SIGN AND RETURN 1 (ONE) COPY DULY SIGNED AND SEALED BY THE SELLER.
3 THIRD PARTY DOCUMENTS ARE ACCEPTABLE. CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED.
5 DOCUMENTS OTHER THAN IN ENGLISH ARE ACCEPTABLE IF ACCOMPANIED BY A PROPER PLUS CORRECT TRANSLATION INTO ENGLISH LANGUAGE.
6 ANY AND ALL CUSTOMS DUTIES, TAXES, FEES AND SIMILAR COSTS AT LOADING PORT INCLUDING LOADING EXPENSES ARE FOR THE ACCOUNT OF SELLER. ANY AND ALL COSTUMS DUTIES, TAXES, FEES AND SIMILAR COSTS AT DISCHARGE PORT INCLUDING DISCHARGE EXPENSES ARE FOR THE ACCOUNT OF BUYER.
7 IF ANY PROVISION OF THIS CONTRACT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY AND/OR ENFORCEABILITY OF THE REMAINDER OF THIS CONTRACT SHALL BE IN FORCE AS IF SUCH PROVISION WAS NOT PART THEREOF.
8 THIS CONTRACT EXPIRES ONE MONTH AFTER THE LAST SHIPMENT.
9 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 FROM THE TEXT. INCOTERMS-2000 IS INCORPORATED IN THIS AGREEMENT AS A COPYRIGHTED AGREEMENT GOVERNED BY THE INCOTERMS-2000.
10 IF ANY PARTY TO THIS CONTRACT, OTHER THAN THE BANK OFFICIALS REPRESENTING THE BUYER OR THE SELLER, SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR BUYER, SUCH CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE CONTRACT AND SHALL, AT THE OPTION OF THE BUYER OR THE SELLER, CONSTITUTE A VALID REASON TO TERMINATE THIS CONTRACT. THE INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS IN THIS TRANSACTION BY THE INJURED PARTY WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY AT THE INTERNATIONAL CHAMBER OF COMMERCE IN PARIS / FRANCE TO RECOVER THEIR LOSSES. THE ENGLISH LANGUAGE SHALL PREVAIL. THE ATTORNEY –FEES AND OTHER COSTS WILL BE PAID BY THE INTERFERING PARTY.
11 IF BUYER''S BANK FAILS TO ISSUE THE FINANCIAL INSTRUMENT AS DETAILED IN ARTICLES 12, THE SELLER WILL BE ENTITLED TO INVOICE THE BUYER, AND THE BUYER WILL