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Sales Contract

Global connections anytime, anywhere

NOTE: AXISnet Global Ventures makes no warranties, express or implied, regarding the use of this SAMPLE document. In no event shall AXISnet Global Ventures be liable to anyone for any problem, claim, or loss arising out of the use of this SAMPLE document . Certain parts of this document have been purposely omitted . Your final document should be reviewed by a lawyer before use. AXISnet Global Ventures is not engaged in practicing law nor provide legal advice. This is just part of AXISnet Global Ventures’ ongoing contributions towards a better understanding and implementation of proper international trade documentation . Certain variations of the document should be expected .

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Contract No.:
Date: xxxx , 2002  valid until xxxx ,  2002
The Buyer: The Seller:
This Contract is made by and between the Buyer and the Seller. The Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodities on the terms and conditions as below:

1.Commodity & Specifications: HMS-1/-2 (80% /  20%)
   Quantity: 20,000 MT (+/-10%)
   Unit Price: USD per MT C&F
   Size and Description:
   HMS-1: ISRI codes 200, 201, 202
   HMS-2: ISRI codes 203, 204, 205, 206 ( Comprised of industrial and
   municipal scrap)

2.Total Value : USD C&F (say in US Dollars )

3.Time of Shipment : within 30 (thirty) days +/-10 (ten) days after receipt of operational  Letter of Credit.

4. Packing : in bulk loaded mix

5. Country of Origin : USA - at Seller's choice

6. Delivery :
6.1 The Seller shall be responsible for charges of loading, stowage and trimming.
6.2 The Seller shall, 10 (ten) days before estimated time of arrival(ETA) at the loading  port, inform the Buyer of vessel name, draft, estimated time of arrival, and  intended rotation.
6.3 The Seller shall inform the Buyer the estimated time of arrival at the unloading port before 15 days, 5 days, 48 hours and 24 hours.
6.4 The date of Bill of Lading shall be the actual date of delivery of the goods.
6.5 The Buyer shall be responsible for unloading.
6.6 The discharge rate at unloading port should be 2,500 MT per day or more.

7. License :
7.1 The Buyer should prepare the import license and bear all expenses in case such import license is needed.
7.2 The Seller should prepare the export license and bear all expenses in case such export license is needed.

8. Payment :
8.1 All payments shall be made in USD under confirmed, irrevocable, transferrable  L/C payable 100% at sight, in favor of the Seller covering 100% of contract value  and subject to Seller's bank approval . Opening/confirmation bank should be one of world top 25 banks as agreed by both parties .
8.2 Buyer shall open a pre-advised L/C within 5 (five) working days after signing of this contract; Seller shall open the Performance Bond (P/B)  within 5 (five) working days after Buyer opens the L/C.
8.3 The Letter of Credit shall be payable not later than 5 (five) days after the Buyer has received the documents drawn on the opening bank and the negotiation documents specified in Article 9.1 hereof and has found them to be in order.
8.4 The L/C expenses shall be born by the Buyer, whereas the P/B expenses shall be born by the Seller.

9. Documents :
9.1 The Seller shall present the following documents to the negotiation bank for payment:
9.1.1  Three originals and two copies of Clean on Board Charter Party Bill of Lading made out to order, blank endorsed and notifying the Buyer.
9.1.2  Six copies of Commercial Invoice issued by the Seller.
9.1.3  One original and two copies of Quantity and Quality Certificate issued by  SGS or equal independent inspection company.
9.1.4  Certificate of Origin (1 original and 2 copies) issued by Chamber of Commerce

10. Inspection :
10.1 The Seller shall ask SGS, or an equivalent and independent agency, to carry out a precise and comprehensive inspection of the goods in regard to quality, specifications, quantity, and quality.
10.2 After loading the goods, the Seller shall ask SGS or equivalent to issue a certificate, certifying that weight of loading is in conformity with the stipulations  in Contract, of which the charges are for the Seller's account.
10.3 Inspection certificates of quality and quantity shall be one integral part of negotiation documents (see Article 9.1) and are final and binding for both parties.
10.4 Inspection certificates of quantity and quality is final and binding to both parties.
10.5 Buyer may inspect the goods prior to shipping but only after opening of the L/C; or prior to opening of the L/C but only after a deposit of 5% of the contract value.

11. Force Majeure :
11.1 Should either of the parties to the Contract be prevented from performing their obligations under the Contract in cases of Force Majeure, the time for performance of these obligations shall be extended to period which is equal  to the effect of those cases.
11.2 The prevented party shall notify the other party by cable / telex / fax within the shortest possible time of the occurrence of Force Majeure and within 14 days thereafter send by registered airmail to the other party for confirmation a certificate issued by the competent authority as evidence thereof.
11.3 If the effect of the Force Majeure continues for more than 60 days, both parties  shall settle the problem of further execution of the Contract by friendly negotiation and reach an agreement as soon as possible.

12. Arbitration :
All disputes arising from the execution of or in connection with the contract shall be settled through friendly consultation between both parties and be finally settled  under the Rules of Conciliation and Arbitration of the Chamber of Commerce, by one or more arbitrators, appointed in accordance with the rules. The award of the arbitration is final and binding upon both parties.

13. Performance Bond :
The Seller shall issue a 2% (two percent) Performance Bond of the L/C value  within 5 (five) working days after receipt of pre-advised L/C.

14. Taxes, Tariffs and Duties : 
All export taxes, duties and charges, whether existing or new and or on commercial document relating thereto shall be borne by Seller. All import taxes or duties in the importing country, whereto existing or new shall be borne by Buyer.

15. Incoterms :
Unless otherwise specified herein, INCOTERMS 1990 will be applicable to the execution of the present contract.

16. Effectiveness of the Contract and Miscellaneous :
16.1 The Contract shall come into force upon signing by both parties.
16.2 The Contract is written in English language in two originals, one for each party.
16.3 In case amendments are necessary for this dealing, they can be done through both parties' agreements.
16.4 In case the Buyer fails to open L/C at due course, the contract is automatically  nulled.

17. Final at loading port.

The Seller:                                            The Buyer

_____________________                      _____________________
(signature and official seal)                    (signature and official seal)

Place and Date:                                    Place and Date:


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