Sample of bitumen contract (60/70 , 80/100 , 85/100...)
The Buyer agrees to buy and Seller agrees to sell the under mentioned goods on the terms and conditions stated below:
ARTICLE 1: OBJECT & DEFINITION
In this contract, the following terms shall, unless otherwise specifically defined, have the following meanings:
- “USD Currency” means the Currency of the UNITED STATE Country freely Transferable, from and payable to an External Account.
- “Metric Ton” means a ton equivalent to 1000 Kilograms.
- “TT” means telex transfer.
- “FOB” means Free on Board.
- “CIF” means Cost, Insurance & Freight.
- “Commodity” means the Cargo, which is being shipped
ARTICLE 2: COMMODITY
Name of commodity: Bitumen 60/70
Country of Origin: Islamic Republic of Iran
Cargo Origin: Petroleum Bitumen refinery
Contract Type: one part
ARTICLE 3: Guranteed product Spectication
Specific Gravity @ 25/ 25 °C
Penetration @ 25°C 100G 5Secs. 1/10MM
Softening Point °C
Ductility@25°C in CM
Loss on Heating for 5Hrs at 163°C
I. Loss (Wt %)
II. Penetration after Loss on Heating Test, % of its Original Value
Flash Point COC °C
Solubility in CS2 or CCL4 or Trichloroethylene (Wt %)
ARTICLE 4: QUANTITY & PRICE
Quantity:………………. MT (…………………………………………..) ±5%
Unit price: FOB Bandar Abbas USD ………………. per MT (USD Four Hundred eighty per Metric Ton)
Above mentioned prices are only valid during this spot contract and according to current USD to Iranian Rials exchange rates.
ARTICLE 5: Delivery
Loading port: Bandar Abbas Port, Iran
Partial Shipment: Allowed
Delivery Schedule: The cargo will be handed over to shipping line at the port of loading within 14 days from the date of advance payment.
ARTICLE 6: terms of PAYMENT
Payment will be made by Telegraphic Transfer/CASH. An advance of 30% of the Pro-forma invoice to be paid to the Seller.
The Total outstanding Invoice value will be released against the following documents,
- Certificate of Quality and Quantity issued by the Inspection Company.
- Signed commercial invoices based on the quantity confirmed by the Inspection Company.
- Full set of Negotiable copies of “Shipped On Board” Bill of lading showing consignee On the name of the Buyer, marked “FREIGHT PREPAID” or “FREIGHT PAYABLE”
- Certificate of Origin Issued by Chamber of Commerce Tehran, Iran.
In-case the Seller supplies the commodity which fails to comply with the Guaranteed Specification as mentioned in Article (3) and confirmed by the Independent Inspector, the Buyer have right to reject partial or full lot of cargo on the cost of Seller and the Seller is Liable for all cost and damages with Buyer.
ARTICLE 7: BANKING INFORMATION
BANK NAME :
ACCOUNT NAME :
ACCOUNT NUMBER :
BANK SWIFT CODE :
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
All bank charges from the buyer’s bank related to this agreement are for the buyer’s account.
ARTICLE 8: Shipment
The Buyer to provided container booking and the Freight forwarder details immediately after the advance payment. The Seller holds the responsibility to load the commodity in to 20ft containers only and return these to the shipping line in time as mentioned in Article (5). The Sellers should certify that the containers are cargo and sea worthy and the containers are fully packed with Bitumen Drums to avoid drum movement during sea/road transportation.
ARTICLE 9: PACKING – Drum Specifications
Commodity should be shipped in New Steel Export Quality Drums (Sheet Thickness 0.6MM Minimum) painted in black. Net Weight of Bitumen in drum should be between 178KG to 182KG. The lids of Drums should be Tightly Fastened to prevent any accidental opening of Lids/Leaking while loading in to containers / during sea transport / unloading from containers / transportation of drums by road.
ARTICLE 10: Drum markings
Sellers should guarantee that the drum markings provided by the Buyer will be shown on the body of each drum. The Drum marking should be prominently displayed on the body of each drum by printing in white color. Drums without appropriate markings and drums with the marking pasted on the body of the drums will not be accepted.
ARTICLE 11: WEIGHING, SAMPLING AND ANALYSIS
- At the Loading Port the Buyer shall appoint Independent Inspection Company like SGS IRAN, GEOCHEM OR ANY SIMILAR SUCH AUTHORITY to determine the WEIGHT, SAMPLING AND ANALYSIS of Shipment of the Commodity. The cost of inspection in the load port is included in the cost of the cargo.
- The Report of SGS IRAN, OR ANY SIMILAR SUCH AUTHORITY, issued at the Loading Port will be Final and binding by all parties for all conditions of the Contract.
- Buyer’s Representative may, at the expense of Buyer, be present at the time of WEIGHING, SAMPLING AND ANALYSIS at the Loading Port.
The Independent inspector from the appointed Inspection Company to perform the following inspection at the load port,
- Product Quality/Quantity Report
The Independent inspector will be instructed to forward the Quality/Quantity report to the Buyer’s office carried out as per product specifications mentioned in Article (3) above. A format of product Quality/Quantity report will be forwarded at the time of appointment of independent inspectors.
- Drum Condition Report
The independent inspector will be instructed to report in detail on the conditions of drums in accordance with Article (9) above, as per item (A) to (G) below:
- Drum used are new steel export quality drums.
- Drum sheet thickness is minimum 0.6mm.
- Drums are free from severe dents.
- Drums are painted in black
- Drum markings are prominently displayed by printing on the body of the each drum.
- Report certifying the average net weight of bitumen in a drum (should be between 178 kg to 182 kg).
- The lids of drums are tightly fastened to prevent accidental opening of lids/leaking while loading in to containers / during sea transport / unloading from containers / transportation of drums by road.
- Condition of Containers
The independent inspector should certify that the containers are cargo worthy and the inside and outside surfaces of containers and free of structural damages due to mishandling, corrosions and lack of seaworthy protective coatings. The container undercarriage beams should not be damaged corroded.
- Confirmation of Container Weight
The independent inspector should certify the containers are fully packed with bitumen drums to avoid drum movement during Sea/Road transportation. The Gross/Net weight of each and every container and the relevant tally sheets at the load port should be certified by the independent inspector. A list of containers indicating container number, Gross Weight, Net Weight, Liner seal numbers, Independent Inspector’s seal number should be incorporated into Independent Inspectors Quality/Quantity report.
Plastic sheets should be used (thickness more than 0.5 mm) as dunnage at the bottom and spreading up 1.5 meters on the four walls of the container to avoid damage to/cleaning of/replacement of container floor board and any part of the walls of the container.
- Buyer’s Approval for Shipment
The Independent Inspector will forwarded a report on quality of product conformity with specifications in Article (3) above along with a report on “Drum Conditions/Filling/Stuffing into Containers” meeting buyer’s requirement (as indicated in Article (9) above) and a report on condition of the containers (as indicated in Article (11) (c) above) to the buyer. Upon receipt of these three reports from the independent inspector, the buyer will approve shipping of the containers and inform the seller accordingly.
ARTICLE 12: Applicable Law
This contract will be governed by the laws of United Arab Emirates and Iran.
ARTICLE 13: INSURANCE
The Buyer shall insure the Commodity at his own Expenses from the time of loading containers on to the Vessel.
ARTICLE 14: Performance Guarantee
An unconditional Bank Guarantee equivalent of 3% of the Pro-forma Invoice should be established to the Buyer’s designated bank. If the Seller fails to perform as per the terms and condition of the contract then the Buyer can cash the Bank Guarantee.
ARTICLE 15: Penalty for late delivery
The Seller is fully responsible to deliver the total consignments within the agreed delivery time as mentioned in Article (5). Failure to comply with the agreed delivery schedule will make the Buyer is liable for a delay penalty of 10,000 USD per day and the penalty if applicable will be deducted from the payments.
ARTICLE 16: Force Majeure
Either party shall be relieve of these obligation and responsibilities under this contact if the performance of this contract is wholly and partially prevented and/or related by act of god or any other cause or causes beyond the control of either party, such as fires, floods, strikes, lock-outs, riots or civil commotion, ban, epidemic, war, the refinery’s overhaul and non-delivery.
Either party shall promptly give notice to the other party of any force majeure event effecting its obligations under this contract along with documentary evidence such as a certificate of chamber of commerce or any other competent authority connected with the cause within 7 days from beginning of force majeure. If such a notice as well as the corresponding obligations and responsibilities of the other party shall be received to the extent made necessary by and during the continuance of the force majeure. Should the effect of the force majeure continue for more than 60 consecutive days, both parties have a right to cancel this contract?
ARTICLE 17: Arbitration
All disputes, controversies, differences of claims which may wise between the parties, out of or in connection within this contract, or for breach, termination or invalidity therefore, and which cannot be settled by the parties in a amicably, shall be finally settled by arbitration in Singapore in accordance with the law applicable to this contract is the Singaporean law. The language of arbitration is English.The arbitration award will be final and binding both the buyer and the seller. All expenses incurred during arbitration shall be for the account of loosing party.
ARTICLE 18: TITLE AND RISK
The Title with respect to Shipment shall pass from Seller to the Buyers when Seller receives payment against the respective Shipping Documents as set forth in The Contract after completion of Loading on Board the Vessel at Loading Port, with retrospective effect to the time of delivery of Commodity. All risk of loss, damage, or destruction in respect of the Commodity shall pass to Buyer as the Commodity passes the Ship’s rails at the Loading Port and gets discharged from the loading devices into the vessel.
ARTICLE 19: LICENSE, TAXES AND FEES
The Seller shall be Responsible for all Licenses, Fees and Taxes in the Load Port.
ARTICLE 20: Assignment
Neither party may assign or transfer this agreement nor did any other interest herewith without the prior written consent of the other party, which shall not be unreasonable withhold. Nonetheless the foregoing provision, this agreement or any interest of the seller may be succeeded, assigned or transferred in whole or in part without such a consent and any restriction from the seller to a new company which my succeed a whole as parts of the assets of the seller as a result of its reorganization, and for the purpose therefore, the buyers shall make its best efforts to take all necessary and proper measures.
ARTICLE 21: NON-CIRCUMVENTION & NON-DISCLOSURE
The goods are offered for sale subject to the terms and conditions of this agreement. Previous transactions, if any, between the buyer and the seller or their parties shall at no time reflect on the terms and conditions of this agreement and acceptance of the goods by the buyer shall be conclusive evidence before any court of law or arbitration that these terms and conditions apply.
ARTICLE 22: GENERAL PROVISIONS
Amendments to the present contract shall be valid only if agreed in writing and duly signed by both Parties (Seller and Buyer). Correspondence in the course of the ordinary administration of the Contract such as but not limited to notification of anticipated delivery dates might be sent by Fax or Mail or E-mail. Notices to invoke Arbitration or Termination of the Contract in terms of Contract shall be sent in advance Fax and also through an International Courier Service and shall be deemed delivered on the evidence date of the courier delivery.
The Language of the Contract and all Correspondence, Notices, Certificates, Bill of Lading shall be in English. Where the document is not in English, an approved translation along with the original document is to be presented.
The Contract is drawn up in 2(Two) ORIGINALS; each initialed and signed by the Seller and the Buyer on every page and each one receiving 1 (One) original sets in return.
Liabilities towards each other are limited to the Penalties, Charges, Damages and Remedies expressly stated in this Contract (except “rejection of cargo”). Neither Party shall raise any claim on the other for Loss or Profit of Contracts, indirect and consequential losses arising under the Law of Contract or Tort including negligence and breach of duty.
The Contract will initially be signed and exchanged between the Seller and the Buyer by Fax / Scanned E-mail Copy and the Date of Fax / Email of the first signatory’s Copy shall be deemed to be the Signing Date. The Faxed / Scanned E-mail copies shall be deemed originals until original texts are exchanged and signed. Hard copies of the Contract are to be sent by Seller through an International Courier within 3 days after the exchange of Fax / Scanned E-mail copies. The Seller and the Buyer must Sign and Stamp each Page of the Contract.
If any provision of the Agreement is invalid, the validity of the remaining provisions shall remain unaffected
ARTICLE 23: VALIDATION AND ALTERATION
This Contract shall become effective when the duly authorized representatives of Seller and Buyer sign thereon. Any change, modification in or addition to the terms and conditions of this Contract shall become effective when confirmed by both Seller and Buyer in writing.
ARTICLE 24: ENTIRE CONTRACTS
The Contract constitutes the entire Agreement between the parties and SUPERSEDES all prior negotiations understandings and agreements whether written or oral. This Contract shall not be modified, amended or supplemented, except by an Instrument in writing duly executed by each of the Parties hereof.
ARTICLE 25: PROCEDURE
- Seller and Buyer will sign the contract in HARD COPIES in person or the HARD COPIES are exchanged through International Courier/Email
- Buyer issues a Letter of Credit by SWIFT as per the Payment terms stated in this Contract and as per the Conditions of the Contract.
ARTICLE 26: SHIPPING TERMS AND CLAUSES
All other Shipping Terms and Clauses not included in this Contract shall be as per the Shipping Company Agreement. All Demurrages and Dispatch in the Load port are at Seller’s Account and at the Discharge Port at the Buyer’s Account.
ARTICLE 27: Other terms
Latest edition of Inco terms 2000 for FOB contracts in case of its conflict with above clauses in this contract are valid.
This contract is prepared on september 8, 2012, signed, exchanged legally binding both the parties and from the date of signing is valid and binding.