This Contract is made by and between China National Chemicals Import & Export Corporation,________Beijing China (hereinafter called the Buyers) and________,________Canada (hereinafter called the Sellers) whereby the Buyer agrees to buy and the Seller agrees to sell the under-mentioned commodity on the following terms and conditions:
1. Name of Commodity and quantity
Rock Phosphate, 100000 (one hundred thousand) Metric Tons—10% more or less at Buyers'option. The Buyer shall inform the Seller of this option within one month prior to the completion of this Contract.
Rock Phosphate must contain 72% Tribasic Phosphate of lime (Ca3P2O8), and the guaranteed content of Tribasic of Phosphate of Lime in a dry state, i. e. dried at 105℃: 72% min.
Screen analysis: All Rock passing through one half inch mesh and retained on plus 150 mesh Tyler screen.
Phosphoric anhydride (P2O5)
Iron and Aluminium Oxides combined:
Carbon Dioxide (CO2):
USD12.00 (US Dollars Twelve) per M/T FOB stowed and trimmed Vancouver B. C. or Prince Rupert.
Total value: USD 1200000 (US Dollars One Million Two Hundred Thousand Only).
5. Period of Delivery
50000 M/T in October, 20________at Vancouver Port.
25000 M/T from January to March, 20________at Prince Rupert Port.
The Rock Phosphate shall be weighed under the supervision of both Seller's and Buyer's representatives (the captain of the carrying vessel may be appointed as the Buyer's representative), during loading operation at Vancouver or Prince Rupert by a selfacting balance, at the expense of the Seller.
The determination of quality of Rock Phosphate is subject to the result of analysis of the representative sample drawn from the actually landed cargo, conducted by the China Commodity Inspection Bureau after arrival of the goods at destination. The samples for testing moisture will be drawn during loading, two bottles of the same should be sent by the Seller, c/o the vessel, to the China National Foreign Trade Transportation Corporation at destination. The Buyer shall have the right to claim against the Seller for compensation of losses within 60 days after arrival of the goods at the port of the destination, should the quality of the goods be found not in conformity with the specifications stipulated in the Contract after reinspection by China Commodity Inspection Bureau. The Buyer shall have the right to claim against the Seller for compensation of short-weight within 60 days after the arrival of the goods at the port of destination, should the weight be found not in conformity with that stipulated in the Bill of Lading after reinspection by the China Commodity Inspection Bureau.
The provisional Invoice will be made out for quality of 72% of Ca3P2O8and the shipped weight in B/L less 1%. Should the content of Tribasic Phosphate of Lime fall below the guaranteed 72%, and allowance on the basis of 2% of the sales price for each unit shall be calculated and deducted from the purchase price, fractions pro rata. Should the content of the Tribasic Phosphate of Lime fall below 70%, the Buyer have the right to refuse the cargo. In such case, all the loses and the expenses arising therefrom shall be borne by the Seller, or alternatively the price shall be renegotiated. If the Iron and Aluminium Oxides combined content exceeds 2.8%, an allowance on the basis of 2.8% of the sales price for each unit shall be calculated and deducted from the purchase price, fractions pro rata. At the time of loading, the moisture content of the whole cargo should be indicated in the quality certificate and should be also deducted from the invoiced weight.
The Buyer shall open with the Bank of China, Beijing, an irrevocable letter of credit in favour of the Seller in US Dollars covering the FOB stowed and trimmed value of each shipment payable against receipt by the issuing Bank of the following shipping documents:
(1) Full set (including three copies of the negotiable and nonnegotiable) of clean on board Bill of Lading or Charter Party Bill of Lading in accordance with the Charter Party, made out to order, blank endorsed, notifying the China National Foreign Trade Transportation Corporation at the port of destination.
(2) Provisional invoice covering an amount corresponding to the full value of each shipment, weight 1% less than that in B/L, and quality bases on 72% Tribasic Phosphate of Lime.
(3) Certificate of quality and weight determination issued by the Seller at the port of loading. The Buyer should open the relative letter of credit latest 20 days before the arrival of the carrying vessel at the port of loading with validity for 90 days from the date of opening.
10. Terms of Shipment
(1) Insurance should be covered by the Buyer
(2) The Buyer shall undertake to charter the carrying vessel. The Buyer or the chartering agent shall advise the Seller by facsimile or teleprinter 10 days prior to the arrival of the carrying vessel at the port of shipment, of the contract number, name of the carrying vessel, approximate loading capacity, lay days and port of loading, in order to enable the Seller to make preparations for loading. The Seller shall confirm by fax upon receipt of the above advice. The Buyer's chartering agent shall make direct contact with the Seller from time to time. Should for certain reasons the Buyer not be able to inform the Seller of the forgoing details 10 days prior to the arrival of the vessel at the port of loading or should the carrying vessel be advanced or delayed, the Buyer or their chartering agent shall advise the Seller immediately and make necessary arrangements.
(3) Should the Seller fails to effect loading on time when the vessel chartered by the Buyer arrives at the port of shipment, the Seller shall be held fully responsible for the dead freight, demurrage and all other losses thus sustained.
(4) Time to Commence: From 8 a.m. on the first working day following receipt of written notice from the Master during office hours that the vessel has entered port and is in free pratique and in every respect ready to load, whether in berth or not.
(5) The shipowners will pay light due, extra quarantine dues, gratuities to pilots and boatmen, shore labour (if labour required by Master) as well as all ship's disbursement such as night watchmen, stores or provisions, laundry, medical assistance, telegraphic and postal expense. Pilotage fees at the rate of ￡50 per vessel.
(6) It should be noted that the ship's draught will be as follows:
Vancouver port draft: 33 feet 6 inches max.
Prince Rupert port draft: 33 feet 6 inches max.
Vancouver port length: no restriction
Prince Rupert port length: 640 feet max.
(7) First opening and last closing of vessel's hatches to be performed by ship's crew at Owner's expense.
(8) Loading rate:10000 metric tons per weather working day of 24 consecutive hours (weather permitting), Sundays and holidays at the port of loading included.
(9) Demurrage/Despatch Money to be settled direct between the Shippers and the Owners according to the Charter Party.
It is understood that all Charter Parties involved under this Contract shall stipulate that despatch money to be half the demurrage for all working time saved at the loading port.
(10) For any other clauses not stipulated in this contract, the party concerned shall act in accordance with the Charter party stipulations. The Buyer shall furnish the Seller with one copy of each such Charter Party as soon as signed.
11. Advice of Shipment
(1) Immediately after loading the goods on board the ship, the Seller shall advise the Buyer by the fax of the contract number, name of commodity, net weight loaded, invoice value, name of vessel, port of departure and sailing date.
(2) Should the Buyer be unable to cover insurance in due time owning to the Sellers'failure to advise the Buyer of the foregoing details by fax, the losses thus sustained shall be borne by the Seller.
12. Force Majeure
The Seller shall not be held responsible for late delivery or nondelivery of the goods owing to the generally recognized "Force Majeure" causes. However, in such case, the Seller shall telegraph the Buyer immediately and deliver in 14 days to the Buyer a certificate of the occurrence issued by the government authorities or the Chamber of Commerce at the place where the accident occurs as evidence thereof.
All disputes in connection with this Contract or the execution thereof shall be settled amicably by negotiation. In case no settlement can be reached, the case under dispute may then be submitted for arbitration. The arbitration shall be conducted in the country of the defendant. If in China, the China International Economic and trade Arbitration Commission, Beijing, shall execute the arbitration in accordance with the Rules of Procedure of Arbitration of the said Commission. The decision of the arbitration shall be accepted as final and binding upon both parties. The fees for arbitration shall be borne by the losing party unless otherwise awarded.
In Beijing, China, on 25th July, 20________.
CHINA NATIONAL CHEMICALS
IMPORT & EXPORT CORPORATION