Sale Contract 1

SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES

Contract No.: bmv1413/2012 Date: 8th August 2012

This Sale and Purchase contract made and entered into this for the supply of Iron Ore Fines of grade 63+% Fe content (rejection below - 62.5% Fe) by and between:

SELLER

Company Name BMV ENGINEERING TRADING COMPANYAddress 1-5-135, KOTHAPET HYDERABADRepresented By B PRADEEP KUMARTelephone 04024057899Fax 04024047899Mobile 9160239508, 9000330324Email [email protected]

AND

BUYER

Buyer

Address

Phones

Fax

Branch off

Contact

person

This Contract is made by and between the Buyer and the Seller, whereby the Buyer agrees to

buy and the Seller agrees to sell the under mentioned goods on the terms and conditions stated

below:

Seller’s Initial Buyer’s Initials

Page 1 of 13



Terms & Definitions Used In This Contract

In this contract, the following terms are used and the meanings or terms or explanations

provided against each shall mean the same as the terms. Where ever the terms are not

explained, it is deemed that they are used in the perfect sense of Mercantile Business

Transactions and shall mean the same.

Chemical formula or symbols as per the Mendeleev’s periodic table wherever used shall mean

the same as their chemical name.

A. “Ore” means Iron Ore of Indian Origin.

B. “INR” means the currency of the government of India freely transferable from and payable

to an external account.

C. “Wet Basis” means ore in its natural wet state. WMT means Wet Metric Ton

D. “Dry Basis” means ore dried at 105 degrees Centigrade. “DMT” means Dry Metric Ton.

E. “Wet Basis” means Ore in its natural state. “WMT” means Wet Metric Ton.

F. “SGS” means Societe Generale de Surveillance, SGS INDIA PVT LTD.

G. “MT” means Metric Ton.

H. “Max” means maximum, “Min” means Minimum.

I. “L/C” means Letter of Credit issued by bank.

J. “Rock” means any Rly Rake

CLAUSE 1 Commodity: Iron Ore Fines, Fe Content 63%+ with Rejection Below 62.5%.

Country of Origin: India.

Rock of Loading: Rly Rake at Odissa and Jarkhand.


Page 2 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012CLAUSE 2

QUANTITY, DELIVERY PERIOD & LOAD PORT

Total Quantity: 40,000 DMTs (+/- 10% at Seller’s option).

Delivery : The delivery of the total quantity of iron ore fines shall be completed within 40 days +/- 5 days and upon respective arrangement of RLY rake by the buyer and after the receipt of the Buyer’s confirmed, irrevocable revolving, non transferrable LC for the 100% of the quantity.e 40000MT at the Seller’s banking counter, acceptable to Seller.

Load Rly Rake : Anywhere At Odisha and Jarkhand. It is the responsibility of buyer to arrange

the RLY RAKE and to place it at seller’s loading point.

CLAUSE 3

CHEMICAL & PHYSICAL SPECIFICATIONS

Chemical Composition

(on Dry Basis)

% of Composition Comment

Iron – Fe 63.5% Min Rejection below 62.5%

Silicon Dioxide - SiO2 3.5% Max Rejection above 4.5%

Aluminum Oxide - Al2O3 3.5% Max Rejection above 4.5%

Phosphorus - P 0.07% Max Rejection above 0.08%

Sulphur – S 0.07% Max Rejection above 0.08%

Moisture 8.00% Max At 105 Degree Centigrade

Physical Composition (On Wet basis):

Size above 10 mm 10% Max

Size below 10 mm 90% Max

Size below 0.15 mm 35% Max


Page 3 of 13



CLAUSE 4

BASE PRICE AND TOTAL AMOUNT

A. Base Price : INR 2,800/- (Indian Rupees Two Thousand Eight Hundred Only) per Dry

Metric Ton, loaded into racks near mines railway siding, buyer has to arrange on Fe 63%+

content in respect of iron ore fines, with rejection below 62.5%. The price is exclusive of

any Export Duty. Any such duty and transpiration to be on Buyer’ account.

CLAUSE 5PRICE ADJUSTMENT

A. For Fe Content

In respect of the material of iron ore fines which does not meet the Fe specifications as set

forth in Clause 3 of this contract, the Base Price referred to in Clause 4 of this Contract, shall

be adjusted in accordance with Fe content as determined pursuant to the provisions of Clause

9 as follows:

BONUS/ PENALTY

The Base price shall increase at a rate of Rs. 25/- per Dry Metric Ton for each 1.0% Fe content

above 63.0%, fractions pro-rata.

The Base price shall reduce at a rate of Rs. 25/- per Dry Metric Ton for each 1.0% Fe content

below 62.5% up to and including 62.00%, fractions pro-rata.

If Fe content falls below 62.5%, the Seller and Buyer Shall negotiate in an amicable way to

achieve a mutually agreed price settlement. If no settlement can be reached, the Buyer shall

have the right to reject the Cargo.


Page 4 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012B. For Other Elements

If the shipment does not meet any of the chemical compositions other then Fe provided in

Clause 5A as finally determined in accordance with the provisions of Clause 9, the base price

shall be decreased as follows, fraction pro-rata:

A. For Excess Phosphorous (P):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.01% in excess of 0.09%

B. For Excess Sulphur (S):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.01% in excess of 0.09%

C. For Excess Silica (SiO 2):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.1% in excess of 4.50 %

D. For Excess Alumina (Al 2O3):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.1% in excess of 4.50 %C. For Size

If the shipment does not meet the physical specifications, the base price shall be decreased as

follows, fractions pro-rata:

1. INR 2.00/- per MT on Natural Basis Fraction Pro-rata shall be applied to the

quantities of iron ore fines above 10 mm in excess of 10%.

2. INR 2.00/- per MT on Natural Basis Fraction Pro-rata shall be applied to the

quantities of Fines below 150 microns in excess of 35%.

D. For Excess Moisture


Page 5 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012The free moisture content at 105 degrees centigrade shall not exceed the respective

guaranteed maximum as set forth in Clause 5 herein above.

In the event that the free moisture loss at 105 degrees centigrade as finally determined in

accordance with the Clause 5 exceeds the guaranteed 10% maximum, seller shall pay to buyer

the cost of the moisture over 10% as per contracted price or fulfill the difference by material.

CLAUSE 6PAYMENT

A. After the signing of the contract by both the parties, the Buyer shall open 100%

confirmed, irrevocable, Non Transferable, Revolving LC at sight for every rake

B. LC will be cleared 80% upon rake loading confirmation given by the seller at the

loading point and the rest of the 20% will be cleared after Inspection at the

unloading point of the buyer. And the process of payment is respectively same

for every rake loaded.

C. All fees and expenses for opening the Revolving LC for every rake with the

opening bank including charges for confirmation of the L/C shall be borne by the

Buyer. All fees and expenses other than the bank charges aforesaid which arise

outside the bank at which this L/C is established shall be borne by the Seller.

D. After the contract is signed and the Revolving LC for every rake

E. LC as stated in point (A),of clause 6, has been opened in favour of the Seller, the

Seller shall start delivering and unloading the iron ore fines at railway siding

nearest to the mines . The Seller shall nominate a reputed Inspection Agency at

his own cost for the analysis of the iron ore fines at seller’s nominated mining

plot.


Page 6 of 13



F. The grade of iron ore fines ascertained and certified by SGS India Private Limited

or its equivalent agency shall be the basis of Seller's invoice.

CLAUSE 7

DOCUMENTS FOR PAYMENT

For payment, the Seller shall, as soon as possible and practical after at seller’s load point

documents in respect of each day’s delivery:

A. DOCUMENTS L/C for every rake PAYMENTS :

01. Invoice for L/C for every rake

02. Certificate of Quality in respect of the Fe content of iron ore fines

03. Certificate of Weight obtained from Railways or reputed weigh bridge.

After completion of sampling for analysis by SGS India Private Limited or its equivalent agency

appointed by the Buyer for physical analysis, composition and free moisture content, the

samples taken for the chemical analysis shall be divided into 4 (Four) equal parts and sealed

separately. The Seller and Buyer shall each retain one such sealed sample for their respective

analysis if required, and, the third sample to be retained for umpire purpose.

CLAUSE 10

FORCE MAJEURE


Page 7 of 13



If at any time during the existence of this contract, either party is unable to perform whole or

in part any obligation under this contract because of war, hostility, military operation of any

charger, civil commotion, sabotage, quarantine restriction, acts of god, fire, floods, explosions,

epidemics, closure of port, strikes or other labor troubles, embargoes, then the date of

fulfillment of any obligation shall be postponed during the time when such circumstances are

operative.

Any waiver/extension of time in respect of the delivery of any in

waiver/extension of time in respect of the remaining deliveries, if operation of such

circumstances exceeds three months either party will have the right to refuse further

performance of the contract in which case either party shall have no right to claim eventual

damages.

The party, which is unable to fulfill its obligations under the present contract, must within 15

days of occurrence of any of the causes mentioned in this clause inform the other party of the

existence of the circumstances preventing the performance of the contract.

CLAUSE 11

TERMINATION

Under Force Majeure, either party shall have the right to terminate this Sales Contract at any

time, by giving three (3) months prior written notice to the other party. Neither Party shall be

responsible to the other for any costs or damages resulting from the termination of the Sales

Contract.

CLAUSE 12


Page 8 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012ASSIGNMENT

The Seller has the right to assign this contract to any of his associate company/ies by duly

informing the Buyer in writing to facilitate the smooth execution of this contract. However,

such assignment shall not absolve the Seller from his contractual obligations to perform this

contract to the Buyer.

CLAUSE 13

GOOD FAITH

In entering into this Sales Contract, the parties recognize that it is impracticable to make

provision for every contingency that may arise in the course of the performance thereof.

Accordingly the parties hereby declared to be their intention that this Sales Contract shall

operate between them in accordance with the best Endeavour (without prior recourse of

arbitration) to agree on such action or caused of the same.

CLAUSE 14

CONFIDENTIALITYEach party hereby agrees that it party shall at all times use best endeavor to keep confidential

and to ensure that it’s respective employees and agents shall keep confidential on any

confidential information which it or they may acquire in relation to this sales contract or

affairs of the other parties to this sales contract and shall not use or disclose such information

except with the consent of the other party or in accordance with the order of a court of

competent jurisdiction.

CLAUSE 15

NOTICE


Page 9 of 13



Any communication referred to in this contract shall be in writing and will be sent by

Registered Airmail and/ or by Telex, Cable, Fax, E-Mail on the address mentioned in this

contract.

CLAUSE 16ARBITRATION

Any dispute, difference, controversy or claim (hereinafter called the dispute Arising between

Seller and Buyer in connection with this contract or the Interpretation, performance or non-

Performance thereof Termination, or validity thereof, may be discussed between the parties

with a view to resolving the dispute amicably.

In the event that either of the parties concludes in their absolute discretion that no progress is

made in reaching such resolution, then the parties shall submit to arbitration in India

(Hyderabad) as per jurisdiction. As in force and as may be amended by the rest of this clause.

Arbitration shall be final and binding on the parties and there shall be no further right of

appeal. All cost relevant to or / and Incurred from, arbitration shall be borne by the losing

party.

CLAUSE 17

AMENDMENT TO THE CONTRACT

Any amendment or modification to this contract shall be made in writing and subject to

conflation by the contracting parties and be considered as an integral part of this contract.

Exchange over e-mail is acceptable and valid.

CLAUSE 18


Page 10 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012INCO TERMS

For all the terms and conditions not covered in this contract, and any further additions or

amendments shall apply.

CLAUSE 19

EXECUTION OF CONTRACT

Each of the parties to this contract represents that it has full legal authority to execute this

contract and that each party is to be bound by the terms and conditions as set forth therein.

CLAUSE 20

GOVERNING LAW

This contract shall be governed by and construed in accordance with the “Laws of Republic of

India” and the parties agree to submit to the non- Exclusive jurisdiction of the court in India.

BANKING DETAILS


Page 11 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012DETAILS OF SELLER’S BANK

Bank Name OREINTAL BANK OF COMMERCE Address 9-1-129/1, OXFORD PLAZA,S.D ROAD, SECUNDERABAD, INDIA

Account Number 10411011002049Account Name BMV ENGINEERING TRADING COMPANYRTGS CodeBank TelBank FaxE- MailBank Officer Mr Sharma (General manager)

DETAILS OF BUYER’S BANK

Bank NameAddressAccount NumberAccount NameRTGS CodeBank TelBank FaxE- MailBank Officer

CLAUSE 22

SPECIAL NOTE

Buyer and Seller recognize that circumstances may arise which could not have been foreseen

at the time this agreement was entered in to. Both the parties agree that they will exert their


Page 12 of 13


Contract No.: bmv1413/2012 Date: 8th August 2012best efforts to solve any difficulties due to any unforeseeable circumstances in the spirit of

mutual understanding and collaboration

In Witness whereof this contract is made in duplicate on this 28th day of July,2012,and

the authorized representative of the Seller and the Buyer having duly signed on this day

and exchanged by hand as a legally binding document.

Retained one copy each

SELLERFor and On Behalf of

BUYERFor and On Behalf of

Authorized Signatory (s) Authorized Signatory (s)

Note:-This Contract will be valid only after inspection of Company Persons and SGS Report or any authorised agency for grade confirmation.


Page 13 of 13

Date post:	27-Oct-2014
Category:	Documents
Upload:	mdirfn0003
View:	49 times
Download:	3 times

Sale Contract 1

Documents