HMS 1&2

• ****% from Buyer’s Side
• $___/MT, from Seller (Closed)

SHIPMENT(S):

                                                           TOTAL:                                                         360,000 MT

PROCEDURE:

1.        BuyerissuesLOI or ICPO+CIS or Buyer Profile and NCND.

·        LOI or ICPO to END SELLER via Bruno Santos Bordallo of Bordallo Construtora Ltda.

2.        Seller issues FCO.

3.        Buyer confirms FCO by counter endorsement.

4.        Buyer sign and seal FCO and issue BCL or RWA or SWIFT MT799 (POF).

5.        After POF, the seller will send video or photos (POP) from the current or previous month, at the Seller's convenience.

6.        After Buyer’s irrevocable acceptance to purchase the HMS1&2,202~206 by signing FCO, soft copy will be returned to Seller by Buyer via email or fax regarded as the original copy.

7.        Seller issues Sales/Purchase Agreement for Buyer's perusal and complementary information.

8.        Buyer validates SPA accordingly and returns soft copy to Seller.

9.        Seller issues commercial invoice(s) + most recent stock video for Buyer’s endorsement.

10.     Upon counter-signing commercial invoice(s), Buyer issues 100% nontransferable DLC-MT700 within 10 bank days after date of signing of SPA, followed by transmission of SWIFT copy to Seller/Seller’s Bank.

11.     Seller issues 02% performance bond for DLC instrument activation.

12.     Seller, upon completion of loading, informs Buyer by electronic transmission of documents relative to the shipment within 5-10 days followed by courier transmission of hard copies.

13.     Payment is released, at sight full shipping documents bank-to-bank.

14.     Buyer receives shipment within indicated time and End of shipment.

FORCE MAJEURE:

      Both sides in this contract will be exonerated from their obligations in case of force majeure event.

      The obligations of each Party here under shall be excused during any period of delay caused by matters such as strikes, acts of God, governmental actions or compliance with governmental requirements, whether voluntary or pursuant to order, or any other matter beyond the reasonable efforts of such Party to control.

      Neither Party shall be held responsible in damage or otherwise for any failure of performance of this Contract other than the payment of the Shipment Value or other payments required hereunder so long as the Buyer or the Seller notify one another immediately by facsimile and delivery to the Seller/Buyer by register mail, and/or courier service within seven (7) days of the force majeure event.

      Said notice from a party shall serve as evidence of a force majeure event under condition of the case a force – majeure will be countries of origin of the Product or the country of the Buyer or Seller.

      Should the delay caused by a force majeure event be greater than one (1) month, the Parties shall attempt to agree upon measures which shall permit this Contract to continue with the balance of the Shipments or the Contract shall be extended for the period of time which corresponds with said force majeure event interruption. Should such an agreement not be reached within thirty (30) days from the date of the commencement of the force majeure event, either Party may terminate this Contract with ten (10) business days prior written notice. If there is no force majeure, either party terminates or transfer this Contract unauthorized by the other party, then the responsible party shall compensate all losses to the other party.

LAW AND ARBITRATION:

      This Contract will be governed by and construed in accordance with Switzerland law. Switzerland shall be the place of Performance and Jurisdiction.

      The Seller and Buyer will try to settle all disputes through negotiation and, if not settled, refer it to Switzerland International Trade Arbitration Committee. The arbitration result shall be final and binding on both parties.

      Any dispute shall be solely submitted to Arbitration. In the event of litigation, the non-prevailing party shall tender any and all fees and costs to the prevailing party including, without limitation, reasonable attorneys ‘fees and costs and including all fees and costs of any appeal there under.

      The UCP600, 2007 revision, public 600 shall apply to this contract as well as INCOTERMS-2010 as published by the International Chamber of Commerce.

CONTRACTED PARTIES DETAILS:

      Alternative corporate bank accounts: Due to the different banking regulations and practices around the world, various banking instruments are accepted by some banks in some countries and not accepted by others. Depending upon the financial instrument finally issued by the Buyer to the Seller, in order to facilitate the transaction, it may be necessary for the Seller to use a bank other than that originally designated.

      Direct contact with any bank designated by the Seller or Buyer without first gaining written permission will render this Contact null and void.

NON-CIRCUMVENTION ANDNON-DISCLOSURE:

      The parties accept and agree to the provisions of the International Chamber of Commerce, Geneva, Switzerland for non-circumvention and non-disclosure with regards to all and everyone of the parties, including intermediaries, involved in this transaction and contract, additions, renewals, and third party assignments, with full reciprocation for a period of 1 (One) year from the date of execution of this Contract. This clause is extensive to all subsidiaries and or affiliated companies. It is further agreed that any information of buyer and seller contained in this Agreement is to be held in the strictest confidence, and any violation of which will resolute in the immediate cancellation of this Agreement.

CONTRACT TERMS:

      The Buyer confirm that said funds are good clean, cleared unencumbered, legitimately earned and of non-criminal origin.

      Any changes made in the Contract that are not initialed will make the Contract null and void.

      If any party to this Agreement should make unauthorized contact with the bank of the Seller or the Buyer, such contact shall be considered interference with the Agreement and shall at the option of the Buyer or the Seller, constitute valid reason to terminate this Agreement. 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 Geneva, Switzerland to recover their losses.

      Signatures on this Agreement received by the way of facsimile, mail and/or email shall be an executed contract agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

      Electronic signature is valid and accepted as hand signature, EDT (electronic document transmissions).

      EDT (electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract.

BANKING DETAILS:

BUYER’s Banking Details:

SELLER’s Banking Details:

AUTHORITY TO EXECUTE THIS CONTRACT:                                                

Signatures on this Agreement received by the way of facsimile, mail and/or e-mail shall be an executed contract agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

VALIDITY of SCO: 

"This S.C.O. is valid for five (5) calendar days from the date of issuance and subject to change in prices upon expiration of validity, as well as the availability of the commodity if not accepted by expiration date."   

"ACCEPTANCE OF s.C.O. by BUYER”

"Buyer"

We, ……..., are Ready, Willing and Able to buy the HMS 1&2 offered in this S.C.O. which is returned to you duly signed and sealed as acceptance of the terms and conditions printed herein. 

Signature/Seal of Buyer