Contract No.: 11103/A
Seller: Simurgh Iron and Steel Company
Address : Tabriz & Tehran, Iran
Telephone: +989146602486, +984132605249
Represented by: Leila Ne’matzadeh
This contract is made by and between the buyer and seller whereby the buyer agrees to buy and the seller agrees to sell the under mentioned goods on the terms and conditions stated below:
CLAUSE 1: DEFINITION
In this contract, the following terms shall, unless otherwise specifically defined, have the following meanings:
A. “Ore” means Iron Ore of Iranian Origin
B. “USD-U.S. Currency” means the currency of the United States of America.
C. “MT i.e. Metric Ton” means a ton equivalent to 1000 Kilogram.
D. “Wet Basis” means ore in its natural wet state. WMT means Wet Metric Ton.
E. “Dry basis” means ore dried at 105 degrees Centigrade. DMT means Dry Metric Ton.
F. “UMETAL PRICE” The last announced price for iron ore at U-metal .website
H. “SGS” means Societe Generale de Surveillance S A Switzerland
I. “Surveyor” means any Internationally recognized Inspection Agency
J. “CIQ” means Entry-Exit Inspection & Quarantine of Peoples Republic of China.
K. “Loadport” means the port of loading
L. “work days” Based on the calendar of Iran
M. “FOB” means Free on board
CLAUSE 2: COMMODITY
Iron Ore Fines Fe 60.00% & Iron ore concentrate Fe 65%
Country of Origin: Iran
Port of Loading: Imam Khomeini Port, Iran
———————————-:Port of Destination
CLAUSE 3: DELIVERY QUANTITY AND DELIVERY PERIOD
The total delivery quantity shall be 150 thousand tons including 70 thousand tons of iron ore & 80 thousand tons of iron ore concentrate (+/- 10% at Seller’s option).
Cargo delivery period of 8 months
Delivery method: 30 thousand tons every 45-50 days
Delivery date of the first shipment: 25 to 30 Persian date Khordad 1398.
CLAUSE 4: GUARANTEED SPECIFICATIONS
1-4) Iron Ore
Chemical composition (on Dry Basis):
|Fe 61.00% Min. Al2O3 1% Max. SiO2 5.53% Max. Sulphur 0.11% Max. Phosphorous 0.01% Max. Free moisture loss at 105 degrees centigrade 10% max.|
Physical composition (on natural basis)
|Size (0-10mm) Above 10mm 2% Max. 0- 10mm 97% Min. Total 100%|
Verified by SGS (Analyze the last SGS shipped above in page 3 can be seen).
2-4) Iron Ore Concentrate
|Fe 65.00% Min. Al2O3 0.75% Max. SiO2 5% Max. Sulphur 0.05% Max. Phosphorous 0.03% Max. Free moisture (loss at 105 degrees centigrade) 10% max.|
|Size More than 0.07 mm for at least 70% of cargo.|
Verified by Lab (). Currently, a consignment of our concentrate has not undergone sgs testing. Therefore, we can not provide the sgs verification and analysis sample at present, but the transaction criterion after shipping the shipment to the port is the sgs analysis page.
CLAUSE 5: PRICE OF IRON ORE FINES (Fe 60.00% Min)
1-5) Iron ore (Fe 60.00% Min)
The last declared price of platinum for iron ore with a purity of 60% at the time of loading from the port for each contract of 30 thousand tons agreed.
2-5) Magnetite iron ore concentrate (Fe 65.00% Min)
The latest announced platinum for iron concentrate with a purity of 65% at the time of loading from the port for each part of the agreed 30,000 tons contract.
CLAUSE 6: PRICE ADJUSTMENT
BONUS AND PENALTY
The price of Iron Ore as well as iron concentrate stipulated on Clause 5 shall be adjusted by the following bonuses and penalties:
1-6) Iron Ore
a. IRON ORE Fines (Fe)
For each 1.00% of Fe above 60.00%, the base price shall be increased by USD 1.50 Per DMT, Fraction Pro Rata.
For each 1.00% of Fe below 60.00% upto 59.00%, the base price shall be decreased by USD 1.00 Per DMT, Fraction Pro Rata.
Buyer has the right to reject the cargo for Fe content below 59%.
If the composition of Ore in respect to Alumina (Al2O3), Silica (SiO2), Sulphur (S) and Phosphorus (P) exceed Or drop from the respective guaranteed maximum as set forth in clause 4 herein above, Buyer and seller shall accept delivery of Ore by imposing penalties and bonuses provided below, fraction pro rata.
Al2O3 USD 0.05 Per DMT for each 1.00% in excess of 1% guaranteed.
SiO2 USD 0.05 Per DMT for each 1.00% in excess of 5.53% guaranteed.
S (Sulphur) USD 0.05 Per DMT for each 0.01% in excess of 0.11 % guaranteed.
P (Phosphorus) USD 0.05 Per DMT for each 0.01% in excess of 0.08 guaranteed.
In the event the free moisture loss at 105 Degree Centigrade exceeds the guarantee max. of 10% as set forth in the Paragraph (A) of Clause 4 herein above for the shipment, based on load port survey, seller shall pay to the Buyer the freight for the corresponding quantity of the excess moisture over guaranteed maximum calculated on the basis of the final wet weight.
In the event that the over size quantity exceeds the respective guaranteed maximum as set forth in paragraph (B) of Clause 4, Seller shall pay the penalty at USD 0.25 Per Dry Metric Ton fraction pro- rata and shall be applied to the quantities of fines for each 1% above 10 mm in excess of 15%.
2-6) Iron Ore Concentrate
CLAUSE 7: PAYMENT
Prepayment: equivalent to 15% of the value of the consignment, which must be paid by the buyer in two stages, including the stage of the contract of 5% and the mine visit stage of 10%. (Prepayment will be based on the latest platinum price at the time of the contract).
The remaining amount will be paid by the buyer in bulk for each partial delivery of 30,000 tonnes of cargo on the basis of the latest platform price at loading time with penalties and rewards agreed in the contract. The payment process is considered as follows: 20% by providing and releasing the sgs certificate in the name of the buyer, 20% after the transfer of the cargo on the deck and by providing the customs documents, 45% after the issuance of the bill of lading and before the release the license to move the ship will be received. The shipment will be delivered to the buyer with the presentation of the customs documents and inspection from the seller’s side.
CLAUSE 8: DOCUMENTATION
A. Certificate of Origin (One original and two copies) to be endorsed / issued by the Iranian (Can be changed to UAE or India) Chamber of Commerce and detailing loaded quantity, commodity, carrying vessel and suppliers name and address.
B. Certificate of Quality and Certificate of Weight of contracted goods in 3 (three) original and 3 (three) copies each issued by SGS/surveyor. The Certificate of Quality to show actual results of the test of chemical composition and all other tests as called for in this contract.
D. Bill of lading
CLAUSE 9: WEIGHING
A. WEIGHING AT LOADPORT
At the loading port, the Seller at the Seller’s expenses shall appoint SGS/surveyor to determine the weight of shipment of Iron Ore Fines by draft survey.
The weight of Ore as ascertained and certified by SGS/surveyor together with analysis shall be the basis of Seller’s Invoice. The Buyer or buyer’s representative approved by Seller shall have the right to be present at such weighing at Buyer’s expense at the loading port.
CLAUSE 10: SAMPLING AND ANALYSIS
ANALYSIS AT LOADPORT
At the time of loading of each shipment, SGS surveyor shall take representative samples in accordance with the prevailing standards. The Buyer or buyer’s representative approved by Seller shall have the right to be present at such sampling at Buyer’s expense. At the request of the buyer, there is also the possibility to provide a certificate (CIQ).
SGS surveyor shall analyze for Iron (Fe) content and other chemical composition on dry basis, and physical composition on standard iso 4701, shall issue a certificate of such analysis.
The cost of such sampling and analysis shall be to seller’s account. The analysis thus determined shall be the basis for seller’s invoice.
CLAUSE 11: ADVISE OF SHIPMENT
Seller shall, upon completion of loading, advice Buyer by phone/email/cable/fax the following:
- Contract No.
- Name of Commodity
- Invoice Value
- Gross weight & Loading data
- Bill of Lading No. & Date.
CLAUSE 12: FORCE MAJEURE
A. In the event of delivery of all or any part of Ore under this Contract being obstructed and / or delayed due to or resulting from cause or cause beyond the control of seller and Buyer, such as war, hostility, military operation of character, civil commotion, sabotage, quarantine restriction, acts of Government, fire, floods, explosion, epidemics, blockades, revolutions, insurrection, mobilization, strikes, lockouts, riots, act of God, Seller or Buyer shall relieved of the responsibility for performance of this contract as per Paragraph C) herein after to the extent to which such performance has been obstructed.
B. In the event that Force Majeure condition occurs prescribed in Paragraph A) herein above, the party shall advice by cable the other party as soon as possible and then shall, within two (2) weeks after occurrence of such event, furnish the other party in writing with the particulars of the relevant event and documents explaining that its performance is prevented or delayed due to cause of causes as set forth in paragraph A) hereinabove and further shall furnish at the same time or at least within two (2) weeks after occurrence of such Force Majeure condition.
The party declaring a Force Majeure shall during the duration of such Force Majeure condition uses its best effort to resume the performance of its obligations under this contract with the least possible delay and such party shall always advice the other party of detailed progress of the event of Force Majeure and the prospect of settlement of such event and of the resumption of the performance of its obligations under this contract.
C. Seller or Buyer relieved of the responsibility for performance of this contract to the extent to which such performance has been obstructed and if approved by the other party, the time of delivery may be postponed for the duration of cause or causes hereinabove mentioned. In the event that the duration of the postponement of this Contract mentioned herein exceeds three (3) months, the party not declaring force Majeure shall have the option to cancel this contract in respect of the undelivered quantity or extend the period of delivery by mutual agreement.
CLAUSE 13: PENALTY
In the event that the buyer delays the time of the deposit during the time of the transaction in accordance with clause 7, any delay in the provision of the product, and the costs imposed on the seller due to this delay, will be borne by the buyer.
CLAUSE 14: ARBITRATION
All disputes or difference whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this contract or breach thereof shall be settled by Arbitration in accordance with the Iran Rules of Arbitration and the award made in pursuance thereof shall be binding on both parties. The venue of arbitration proceedings will be Iran. The contract shall be governed and construed by Iran Law.
CLAUSE 15 – TITLE AND RISK:
According to the Incoterms 2010, the fob clause, the seller has terminated his risk when he crossed the goods from the ship’s rail.
CLAUSE 16 – LOSS OF CARGO:
In the event of partial loss of cargo, the Bills of Lading weight and the analysis carried out by the sgs company on the cargo on loading port, shall be treated as final form the basis for invoicing and payment. And seller shall not be liable for the same. In such situation, the buyer shall claim the losses from the insurance company directly.
CLAUSE 17 – VALIDATION AND AMENDMENT OF THE CONTRACT:
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 & conditions of this Contract shall become effective when confirmed by both Seller and Buyer in writing.
CLAUSE 18: ENTIRETY OF CONTRACT
All proposals, negotiations and representatives if any, made prior to the date hereof are merged herein and no modifications or assignment shall be effective unless agreed to.
CLAUSE 19: PROCEDURE
a. Buyer and seller agree to the terms and sign/seal contract.
b. The buyer pays a set percentage of the advance payment.
c. Shipment is effected as per contract.
CLAUSE 20 – NOTICES
All communications referred to in this contract shall be in writing. And a copy of any document to the buyer and the seller remain a copy.
IN WITNESS where of Buyer and Seller here to have executed this instrument in duplicate on the basis date first herein above has written one copy of each of them to be retained by respective party in this Contact.