2. PAYMENTS PROCEDURE ( Taken from BTC standard contract)

2.1. Payment for the goods is carrying out by buyer’s bank through Irrevocable 100% Confirmed LC at sight issued under uniform customs and practice for the documentary credit (2007 revisions) international chamber publication no.600 on the settlement account of the Seller. Payments for the goods are carried out by means of LC. Payment terms for this shipment of the goods are indicated at the Proforma Invoice sheets which are the integral part of the present contract.

– 100% confirmed LC at sight for the goods, shipped under  specification mentioned in contract or proforma invoice. LC will be  transmitted within 07 working days after bipartite signing of the contract and Proforma Invoice.

– Payment at sight at the counters of negotiating bank with reimbursement clause to the effect that reimbursement by T/T within three days upon confirmation from the negotiating bank that shipping documents received are in compliance with LC terms.

– LC has to be transferable, divisible, assignable.

– LC will be valid for 120 days.

After the issuance of LC for the goods, shipped under present specification, the Seller is obliged to send the Buyer the full set of the original shipping documents specified in item 5.1. of the present Contract within 21 (Twenty One) calendar day.

The goods under the specification mentioned in contract & Perofrma Invoice are to be shipped before latest date of shipment mentioned in LC, after receiving of 100% sight LC for the goods and confirming of bag design.

Port of loading: Kandla/Chennai/Vishakhapatnam Port, India.

2.2. Currency of payments is US dollar.

2.3. All banking charges inside Seller’s country are for Seller’s account. All banking charges outside Seller’s country are for Buyer’s account.

2.4. All export duties, taxes, levies, etc. in the country of origin shall be for Seller’s account, in the country of destination shall be for Buyer’s account.

4. QUALITY, QUANTITY & PACKING OF THE GOODS ( Part of BTC Contract)

4.1. The goods will be considered as delivered by the Seller and accepted by the Buyer:

In respect of quantity – according to the bill of lading, invoice and certificate of the independent surveyor inspection company SGS India, issued at loading port.

In respect of quality – according to the certificate of quality of the Producer and independent surveyor inspection company SGS India, issued at loading port.

4.2. The inspection and supervision in respect of the Weight, Quality, Packing and Condition of the rice shall be carried out by an independent surveyor inspection company SGS India at Buyer’s expenses. The quality analysis is carried out as to the international standard (ISO)

4. 3. The goods are shipped in bulk in chartered vessel. Partial shipment can be done by rail rack or by truck.

4. 4. Transshipment is allowed. The transportation of the consignment under separate bill of lading should be carried out by one lot.

4.5. PACKING :

4.5.1. Packing: In new single PP bags of 50-60 kgs net each. All bags must be double machine sewn at the mouth, strong and fit for sea transportation. Net weight of a bag and weight of an empty bag is underlined in the invoices for shipped goods.

4.5.2. The Seller is obliged to pack the Goods into the bags with markings declared by the Buyer and confirmed by the bipartite signatures and seals, approved by independent surveyor SGS India.

4.5.3. The goods should be shipped in the packing corresponding to the standard and technical specification. Packaging must ensure full safety of the goods from any kind of damage while transportation by all means of marine and land transport taking into account several transshipments during its transportation and storage.

4.5.4. The Seller is responsible for any damage of the goods caused by improper packing or preservation.

5. DOCUMENTS IN LC ( Part of BTC standard contract)

5.1. The Seller, the Consignor undertakes to provide to the Buyer following set of obligatory shipping documents:

1. Full set of 3/3 original B/L.

2. Commercial Invoice, legalized by the Indian Chamber of Commerce and Industry – 3 original.

3. Certificate of Quality/Quantity of the Goods issued by independent surveyor company SGS – 1 original and 1 copy.

4. Quality certificate issued by the producer – 1 original.

5. Certificate of Origin – 1 original and 1 copy.

6. Fumigation Certificate issued by competent authority – 1 original and 1 copy.

7. Phytosanitary Certificate issued by Ministry of Agriculture and Rural Development/ Plant Protection Department – 1 original and 1 copy.

8. Packing list – 1 original and 1 copy.

9.  Non CGM certificate confirming absence GМО, issued by competent authority – 1 original, 1 copy.

10. Declaration of producer – 1 original, 1 copy.

11. Photocopy of export declaration, stamped by the Indian customs office and legalized by the Indian Chamber of Commerce and Industry. 

5.2. Documents and certificates should be properly issued and reflect quality and quantity of the goods.

 5.3. All indicated documents should be issued at Seller’s expenses.

 5.4. All copies of the documents indicated in the article 5.1 should be sent by email/fax to the Buyer within 7 (seven) working days after the shipment of the goods for preliminary checking. 

12. VESSEL NOMINATION AND TERMS OF GOODS LOADING (Part of BTC Contract)

12.1.1 The Buyer duly and as per order established hereunder nominates the vessel and the Seller accepts or declines the vessel for the Goods loading. The Seller could not unreasonably delay the acceptance of the nomination and the Seller without sufficient grounds cannot decline the nomination.

12.1.1.1. Unless agreed otherwise the Buyer not later than 5 (five) calendar days prior to the first agreed loading range shall advise the Seller on the name and deadweight of the nominated vessel and the expected time of its arrival (ETA) to the loading port, as well as inform the Seller on any other vessel data necessary for the Contract to be fulfilled. The Seller  is entitled either to decline any  vessel nominated by the Buyer or to reject the acceptance of the vessel for loading on some sufficient grounds stating the reasons therefore, by submitting an official notification within 24 (twenty four) hours  from the moment of the vessel nomination receipt. If vessel nomination declined by the Seller, Buyer shall promptly nominate another vessel to be accepted or declined in the same order by the Seller; In case of acceptance the Parties shall negotiate on a mutually acceptable vessel nomination.

Buyer’s nomination shall be consistent with the loading port authority requirements and shall include, among others, the vessel’s name, flag, crew nationality, capacity, length, beam, summer deadweight and draught together with the quantity and quality of the grade(s) of goods products to be loaded. If any of this information is unknown at the time of nomination then such missing information shall be advised not later than three (3) calendar days prior to the first day of the agreed loading date range.

12.1.1.2 The Buyer may, or if necessary to perform, its obligations hereunder must, with Seller’s prior written agreement, substitute any vessel by another vessel that is similar in all material respects to the vessel so replaced. The Buyer may also, with Seller’s prior written agreement and by giving to the Seller a reasonable notice, amend in other respects any vessel nomination or series of vessel nominations. If Seller rejects such amendment, the Parties shall negotiate a mutually acceptable alternative vessel nomination. The Buyer shall not, unless otherwise agreed, be relieved of its responsibility to perform the agreed loading.

12.1.1.3 The Buyer hereby warrants and undertakes:

 – to comply with the latest vessel size restrictions, including but not limited to, deadweight, draught, beam and overall length limitations of the loading port and will not nominate a vessel exceeding such limitations;

– to comply with, and shall cause the vessel to comply with, all applicable regulations in force at the loading port, including, but not limited to, those relating to fires on board vessels; and

 – to procure that each vessel nominated hereunder shall, at the time of loading:

a)             comply with all applicable rules, regulations and directions of governmental, local and port authorities (and of the loading terminal) and shall conform in all respects to all relevant international regulations and agreements;

b)             have hull, machinery,  hutch, equipment and facilities which are in good order and condition, in every way fit for the service required and fit to load and carry the cargo specified;

c)             have a full and efficient complement of master, officers and crew; and

d)             be owned or demise chartered by a member of the International Vessel Owners Pollution Federation Limited (“ITOPF”).

If Buyer’s vessel does not meet, any of the a. m. requirements the Seller or Seller’s suppliers may refuse to berth or load or continue to load the vessel with the scheduled loading.

12.1.2 The Buyer not later than 48 hours before the vessel approaches the destination port is to provide the Seller with following information:

– laycan, that could not be longer than 2 days

– vessel deadweight capacity

– the volume of the Goods to be loaded (only one volume is to be provided)

– the distance between the loading manifold and the water surface at the time the vessel arrives for loading

– vessel draught at full load, length and width of vessel, description of freight of 3 foregoing trips.

– laytime as per “Charter Party”;

– ship agent of the vessel for the voyage;

– loading conditions: full cargo/part cargo/fraction cargo, segregation conditions

– all other necessary information for the Seller in respect of nominated vessel.

12.1.3. Except for unfavourable weather the Buyer is responsible for the vessel departure from the berth within 3 hours after the loading is accomplished (the countdown starts after the loading time given in TIME SHEET/STATEMENTS OF FACTS to be signed by authorized representative of the vessel, agent and terminal shift foreman) or earlier, if Seller requires, due to objective cause provided the ship master obtained the set of transport documents.

12.1.4 Should the payment conditions and (or) due date stipulated in the present Contract or the time of additional agreement signing be violated the vessel nominating period is postponed in proportion to the time transfer of the final performance of obligations by the Buyer.

12.1.5 Should Buyer may need to change the time of  vessel approach and/or port/terminal/berth in lieu of agreed, this is to be agreed by Parties, all the incurred costs hereto (including but with no limitation for shipment and transhipment) are to be at Buyers’ expense.

12.2. LAYTIME AND DEMMURAGE

12.2.1. Laytime starts in six (6) hours after the master of the ship submits a notice on readiness for loading (N.O.R.) received by the Seller or the third party appointed by the Seller (N.O.R. can only be submitted after the vessel’s arrival to a usual berth or  waiting  place ) or from the time of berthing depending of which occurs first.

12.2.1.1 If the vessel arrives before the first day of the agreed loading  range nominated laytime shall not commence until 06.00 a.m. on the first day of the agreed loading date range or the time loading commences whichever is the earlier; or

2.1.2        If the vessel arrives after the last day of the agreed loading  range nominated, laytime shall commence at the time loading commences.

If the rules and procedures of the port stipulate observance of special requirements for vessel entering the port, piloting or similar actions, the laytime starts from berthing.

If the vessel is loaded with several lots, except for the lot for the Buyer the laytime for the Buyer starts from the beginning of loading the Goods for the Buyer.

12.2.2. The time to process the vessel loaded under the present Contract with the Goods volume up to 30 thousand metric tonnes is restricted with 36 (thirty six) hours proportional to the cargo parts, including the parts sold or assigned by the third parties in favourable weather conditions, Sundays and days off inclusive provided that the loading on the a. m. days is not statute-banned or prohibited by norms and regulations at the loading port); for the purpose of all reports a full cargo shall be considered a total amount loaded on board the vessel as per Bill of lading. Time necessary for loading larger quantities of the Goods to the larger capacity vessel is subject for mutual agreement by the Parties when additionally nominating vessel.

Should the loading be suspended due to unfavourable weather the suspended time is not included to laytime.

12.2.3. Should vessel arrive later than agreed, the vessel shall be berthed in turn, and laytime shall be counted from the beginning of loading.

Should the vessel arrive earlier than agreed the laytime shall be counted from the beginning of loading.

12.2.4. Should the vessel placed by the Buyer for loading need preparation (cleaning) of tanks or any other activities that affect the beginning/duration of loading and lay period, and the Buyer has not claimed the necessity of the above activities at vessel nomination, the Seller has the right to accept the vessel as soon as it becomes ready in the nearest free turn with no liability for the demurrage.

12.2.5 Laytime shall cease on disconnection of cargo hoses on completion of loading.

12.2.6 The demurrage of the vessel shall be paid by the party responsible for appearance thereof on a basis of rates of charter-party of the vessel to be shipping the Goods. Should the demurrage rate be not set in charter-party, the demurrage shall be calculated on a basis of LTBP that should correspond to vessel shipping the Goods hereunder. The appraisal cost of LTBP is to be paid by the Buyer.

12.2.7 Time shall not count against laytime, or if the vessel is on demurrage, for demurrage when spent or lost:

–               on an inward passage moving from her waiting place to the loading place nominated by Seller; or

–               whilst the vessel is handling or preparing to handle ballast or bunkers, unless this is carried out concurrent with loading or other normal cargo operations such that no loss of time is involved, or is carried out to comply  with shore restrictions; or

–               by any delay due to fault, failure or inefficiency of the vessel; or

–               awaiting tide, tug boats, pilot, daylight or moderation of weather prior to berthing, ice, immigration, customs , unless any or all of these delays are occasioned by shifting berth for Shipper’s account nominated by the Seller as provided in Clause12. 3.1; or

–               as a result of strike, lockout, stoppage or restraint of labor.

12.2.8 If the laytime allowance as provided hereunder is exceeded the Buyer shall, except as hereinafter provided in this Clause , pay to the Seller demurrage for all such excess time at the full rate specified in Clause12. 2.6 hereunder.

If however all or part of such demurrage is incurred due to force majeure circumstances as specified by Clause 10 of the present Contract, the rate of demurrage shall be reduced to one half of the established demurrage rate.

12.2.9 A demurrage claim will only be considered by Seller provided that a fully documented claim is received (or if all documents are not available to Buyer notice of formal claim is advised by Buyer with an estimate of the amount if requested) within 45 (forty five) days from the date on which notice of readiness to load (N.O.R.) is given.

12.2.10 If the vessel concerned loads goods products purchased by Buyer from Seller as well as other goods products at the same loading port, the Buyer’s liability to the Seller for demurrage under the foregoing provisions shall be limited to that proportion of the total demurrage due to the Seller’s fault to be paid equal to the ratio of the goods products purchased by Buyer from Seller to the total quantity of goods products loaded on the vessel concerned at the port concerned.

12.2.11 Payment of agreed costs arising in connection with Clause 12.3.1 (Under Sea Shipment) and of due demurrage shall be made on Buyer’s demand and shall be paid in USD to Buyer’s account with a bank nominated by the buyer or in such other manner as may be agreed between Seller and Buyer.

12.2.12 Any claim to the Seller in connection with damage caused to the terminal equipment at the loading port due to the vessel’s fault as nominated by the Buyer shall be for the Buyer’s account.

 

12.3. LIABILITIES OF THE PARTIES UNDER SEA SHIPMENT

12.3.1 In case of infringement of agreed periods of Vessel placing for loading, or in case of a non-withdrawal (full or partial) of the Goods, the Buyer pays to the Seller the penalty at the rate of 0,2 % from cost of not chosen Goods per every day of delay, and also compensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in  the warehouse/ tanks of the terminal and in warehouse/ tanks of park of the Port, charges of the Seller for using an infrastructure of the  Port, other  connected with this charges.

12.3.2. Should the Seller breach the terms of delivery stipulated in the present Contract, demurrage and other losses relating to demurrage of the vessel in port are at the Shipper’s expense nominated by seller.

12.3.3 The Buyer shall exercise reasonable efforts to ensure that:

–               for vessels carrying persistent goods  products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Goods Pollution Damage; and

–               the vessel has in place insurance cover for goods pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs.

–        the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code).

12.3.4 The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).

12.3.5. Should the Buyer fail to load the contractual quantity of the goods products as per loading schedule,  due to Buyer’s withdrawal of any vessel, to the arrival of any vessel at the loading port after the last day of the agreed loading  range or to rejection of a vessel by the loading  port authorities or by  the Seller as considered not to comply with any of the requirements of the Contract, Seller shall be  relieved from an obligation to supply the goods products in the full volume.

  Notwithstanding the provisions of Clause 10 of the present Contract, Buyer shall be obliged to reimburse the  Seller for any and all costs, damages or expenses incurred by Seller as a result of Buyer’s failure to load the contractual quantity due to any of the above reasons and for all payments made by Seller in connection with   goods products deliveries in incomplete contract volume or due to Buyer’s vessel being withdrawn by Buyer, arriving at the loading port after the last day of the agreed loading date range or being rejected by the load port authorities or by  the Seller.