Common use of Export Contracts Clause in Contracts

Export Contracts. 20.1 In the event that the Goods are exported, delivery of the Goods may be subject to either FOB Contract, CIF Contract, DDU Contract or EXW Contract. 20.2 In the event of a FOB Contract the following shall apply; (a) the Goods shall be delivered to the Buyer by delivery on board the agreed mode of transport on the delivery date. The Seller shall promptly notify the Buyer that the Goods have been delivered aboard. Title (subject to clause 9) to, and risk in the Goods shall pass to the Buyer upon such delivery being effected. The Seller shall promptly provide the Buyer with a clean shipped bill of lading in respect of the Goods. (b) the Buyer shall reserve the necessary space on board the agreed upon mode of transport and give the Seller due notice of the loading berth and any revised delivery dates. The Buyer shall bear any additional costs caused due to the failure of the agreed upon mode of transport being available to load the Goods on the delivery date. 20.3 In the event of a CIF contract the following shall apply: (a) the Goods shall be delivered to the Buyer by delivery on board the agreed mode of transport on or before the delivery date. The Seller shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the trade for the benefit of the Buyer. The Goods shall be at the risk of the Buyer as they are loaded on board. The Seller shall promptly tender to the Buyer a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods. (b) the Buyer shall accept the documents tendered by the Seller if they correspond to this contract and take delivery of the Goods at the port of destination and bear all other costs and charges arising out of shipment of the Goods to the port of destination. 20.4 In the event of a DDU Contract the following shall apply: (a) the Seller shall arrange delivery of the Goods to the appointed delivery location and shall the assume the risks and costs involved in bringing the Goods to the delivery location. (b) the Buyer shall be responsible for import customs clearance and payment of customs duties and taxes. 20.5 In the event of a EXW Contract the following shall apply: (a) the Seller shall make the Goods available for pick up from their premises, after which, the Buyer shall assume all risk and responsibilities associated with loading, transporting and delivering the Goods to their destination. (b) risk shall pass from the Seller to the Buyer at the time of pick up and the Buyer shall be responsible for customs clearance and associated costs.

Export Contracts. 20.1 In 11.18.1 The Borrower shall ensure that each Export Contract that is associated with any Advance shall be in proper legal form under its governing law to ensure that it constitutes a legal, valid and binding obligation of each of the event parties thereto under such law, enforceable in accordance with its terms. Each Export Contract shall be in form and substance satisfactory to the Administrative Agent acting on the instructions of the Required Lenders. Each Export Contract shall: (a) contain irrevocable instructions to pay all proceeds of the Export Contracts into the Collection Account; (b) restrict each party thereto from exercising any right of set-off; (c) contemplate a payment schedule which shall ensure that the Goods are exported, delivery proceeds of the Goods may Export Contract relating to each Advance will be subject paid into the Collection Account on or prior to either FOB Contractthe Principal Payment Date of the Advance to which it applies; and (d) be governed by and construed in accordance with the laws of the State of New York or as agreed in writing by the Required Lenders. 11.18.2 Each Obligor shall duly observe and perform all of the covenants, CIF Contract, DDU obligations and conditions which are required to be observed and performed by it in relation to any Export Contract or EXW and the Borrower shall pursue all claims against each Eligible Off-taker to which it is entitled under any Export Contract. 20.2 11.18.3 The Borrower shall not enter into any amendment, waiver, variation or release of any right or obligation under any Export Contract, or otherwise amend in any manner or terminate any Export Contract without the prior written consent of the Required Lenders (which consent may be withheld in the sole absolute discretion of the Required Lenders). 11.18.4 The Borrower shall as soon as the same becomes available, deliver, or cause to be delivered, to the Administrative Agent (x) the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending in relation to any Export Contract and (y) copies of all documentation delivered to the Borrower which might reasonably be expected to affect the amount to be paid by any Eligible Off-taker or manner of payment pursuant to any Export Contract. 11.18.5 The Borrower shall not assign to any other party any Export Contract which has been attributed to any Advance. 11.18.6 The Borrower shall promptly deliver to the Administrative Agent such additional information and documents relating to any Export Contract and/or any Eligible Off-taker as may be reasonably requested by the Administrative Agent. 11.18.7 The Borrower shall not permit the Coverage Ratio in respect of any Advance to be at any time less than 1.0:1.0. 11.18.8 In the event of a FOB Contract breach of Subsection 11.18.7, the following shall apply; (a) the Goods shall be delivered Borrower undertakes to the Buyer by delivery on board the agreed mode of transport on the delivery date. The Seller shall promptly notify the Buyer that the Goods have been delivered aboard. Title (subject to clause 9) to, and risk in the Goods shall pass to the Buyer upon such delivery being effected. The Seller shall promptly provide the Buyer with a clean shipped bill of lading in respect of the Goods. (b) the Buyer shall reserve the necessary space on board the agreed upon mode of transport and give the Seller due notice of the loading berth and any revised delivery dates. The Buyer shall bear any additional costs caused due to the failure of the agreed upon mode of transport being available to load the Goods on the delivery date. 20.3 In the event of a CIF contract the following shall applyimmediately: (a) agree with the Goods shall be delivered Eligible Off-taker(s) to deliver such additional quantities of Products under the Buyer by delivery on board the agreed mode of transport on or before the delivery date. The Seller shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the trade for the benefit of the Buyer. The Goods shall be at the risk of the Buyer as they are loaded on board. The Seller shall promptly tender to the Buyer a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods.Export Contracts; or (b) enter into additional Export Contracts acceptable to the Buyer Administrative Agent; or (c) prepay part of the relevant Advance sufficient to restore the Borrower's compliance with Subsection 11.18.7. The undertaking contained in this Subsection 11.18.8 shall accept be without prejudice to the documents tendered Administrative Agent's rights to request that the Borrower instruct it to apply any balance on deposit in the Collection Account toward repayment of the Advances in order to restore the Borrower's compliance with Subsection 11.18.7, such instruction to be given by the Seller if they correspond to this contract and take delivery of the Goods at the port of destination and bear all other costs and charges arising out of shipment of the Goods Borrower no more than three (3) Banking Days after such request is made. 11.18.9 No later than ten (10) days prior to the port deposit of destination. 20.4 In payment proceeds into the event of a DDU Contract the following shall apply: Collection Account, and in no case less than ten (a10) the Seller shall arrange delivery of the Goods days prior to the appointed delivery location and relevant Principal Payment Date, the Borrower shall the assume the risks and costs involved in bringing the Goods deliver to the delivery location. (b) the Buyer shall be responsible for import customs clearance Administrative Agent all invoices, original bills of lading and payment of customs duties and taxes. 20.5 In the event of a EXW Contract the following shall apply: (a) the Seller shall make the Goods available for pick up from their premises, after which, the Buyer shall assume all risk and responsibilities associated with loading, transporting and delivering the Goods to their destination. (b) risk shall pass from the Seller other Shipping Documents pertaining to the Buyer at Product deliveries under the time Export Contract(s). The Administrative Agent shall deliver copies of pick up and the Buyer shall be responsible for customs clearance and associated costssuch Shipping Documents to any Syndication Party if requested to do so by such Syndication Party.

Export Contracts. 20.1 7.1 FOB (Free On Board) means the Seller fulfils their obligation to deliver when the Goods have passed over the ship’s rail at the named port of shipment. This means that the Buyer has to bear all costs and risks to loss of or damage to the Goods from that point. The Seller is required to clear the Goods for export. 7.2 CIF (Cost, Insurance and Freight) means the Seller is obligated to pay the costs and freight necessary to bring the Goods to the named port of destination, and is further obligated to procure and pay for marine insurance against the loss Buyer’s risk of loss or damage to the Goods during carriage. The Seller is required to clear the Goods for export. 7.3 In the event that the Goods are exportedexported from Australia, delivery of the Goods may be subject to either FOB Contract, or CIF Contract, DDU Contract or EXW Contractcontract. 20.2 7.4 In the event of a FOB Contract contract the following shall apply; (a) the Goods shall be delivered to the Buyer by way of delivery on board to and placement upon the agreed mode Buyer’s nominated form of transport on the delivery date. The Seller shall promptly notify the Buyer that the Goods have been delivered aboard. Title (subject to clause 9) to, and risk Risk in the Goods shall pass to the Buyer upon such delivery being effected. The Seller shall promptly provide the Buyer with a clean shipped bill of lading and an invoice in respect of the Goods. (b) the Buyer shall reserve the necessary space on board the agreed upon mode its nominated form of transport and give the Seller due notice of the location (including, if necessary, loading berth and any revised delivery datesberth) of that transport. The Buyer shall bear any additional costs caused due to incurred by the failure Seller and/or Buyer as a result of the agreed upon mode Buyer’s nominated form of transport being available unavailable to load the Goods on the delivery date. 20.3 7.5 In the event of a CIF contract the following shall apply: (a) the Goods shall be delivered to the Buyer by delivery on board to and placement upon the agreed mode Buyer’s nominated form of transport on or before the delivery date. The Seller shall procure a contract of carriage and insure the Goods from dispatch until delivery on terms current in the trade for the benefit of the Buyer. The Goods shall be at the risk of the Buyer as they are loaded on board. The Seller shall promptly tender to the Buyer a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods. (b) the Buyer shall accept the documents tendered by the Seller if they correspond to this contract and take delivery of the Goods at the port of destination and bear all other costs and charges arising out of shipment of the Goods to the port of destination. 20.4 In the event of a DDU Contract the following shall apply: (a) the Seller shall arrange delivery of the Goods to the appointed delivery location and shall the assume the risks and costs involved in bringing the Goods to the delivery location. (b) the Buyer shall be responsible for import customs clearance and payment of customs duties and taxes. 20.5 In the event of a EXW Contract the following shall apply: (a) the Seller shall make the Goods available for pick up from their premises, after which, the Buyer shall assume all risk and responsibilities associated with loading, transporting and delivering the Goods to their destination. (b) risk shall pass from the Seller to the Buyer at the time of pick up and the Buyer shall be responsible for customs clearance and associated costs.