EXHIBIT 10.10
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS.
LOG SALES CONTRACT
No. 11-21-01
November 27, 2000
Closed Joint-Stock Company "Forest-Starma" hereinafter referred to as the
Seller, and Rayonier Inc., hereinafter referred to as the Buyer, have entered
into the present Contract with respect to the following.
1. SUBJECT OF THE CONTRACT
The Seller agrees to sell and the Buyer agrees to buy, on terms contained in
this Contract and individual addenda to this Contract, all of the space, white
fir and larch logs produced by the Seller, as provided in this Contract, in the
volume of *** m3. The approximate value of this Contract is $12,100,000.
The specific quantity, composition, and amount of all log shipments shall be set
forth in separate addenda to the Contract to be executed by the parties in
connection with each shipment.
2. TIME OF PRODUCTION AND DELIVERY
2.1 PRODUCTION: This Contract shall apply to logs produced by the Seller and
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made available for shipment from Siziman Bay and other ports in the Russian
Federation between January 1, 2001 and January 20, 2002.
2.2 DELIVERY: Logs produced under this Contract shall be delivered FOB vessel
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between January 21, 2001 and January 20, 2002.
3. PRICES
The Buyer shall pay the Seller market prices for logs purchased under this
Contract. All prices under this Contract are FOB vessel, Siziman Bay or other
port, Russian Federation. The prices for all logs sold under this Contract shall
be communicated by the Buyer to the Seller and approved by the Seller in advance
of each applicable shipment, and shall be set forth in individual Addenda to
this Contract.
4. QUALITY OF GOODS
4.1 SPECIFICATIONS: Exportable Spruce, Fir and Larch saw logs according to GOST
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standards #22298-76 for saw logs and #22296-89 for pulp logs and as identified
by individual addenda to this Contract.
4.2 SCALING / VOLUME MEASUREMENT: According to GOST standard #2292-88. Scaling
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to be paid for by the Seller. Log scale certificates, summary reports and any
other production reports shall be provided to the Buyer on a monthly basis.
5. DELIVERY
5.1 POINT OF DELIVERY: The logs shall be delivered to the Buyer FOB vessel,
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Siziman Bay or other port, Russian Federation. Title and risk of loss to all
logs purchased hereunder shall pass to the Buyer when the logs pass the ship's
rail at Siziman Bay or other port. The Seller shall notify the Buyer that logs
have been delivered in case an agent or employee of the Buyer is not present at
the delivery site. The Seller will maintain casualty loss insurance on the logs
up to the point of delivery.
The terms describing obligations of the Seller and the Buyer with respect to
delivery of goods and establishing transfer of risk of loss or damage from the
Seller to the Buyer are specified in "INCOTERMS 2000" and shall be binding on
the parties hereto.
5.2 EXPORT DUTIES: All Russian taxes, export fees or duties which may be
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assessed on this transaction shall be paid by the Seller. The Seller certifies
that it has the right to export the logs and shall obtain all necessary customs
approvals, export licenses and permits.
5.3 SHIP LOADING: The Seller shall be responsible for all sorting, storing,
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handling and ship loading activities necessary to deliver the logs on board ship
at Siziman Bay or other port. Vessels will be loaded with "Customary Quick
Despatch" or "CQD".
5.4 SHIPPING: The Buyer shall be responsible for arranging for vessels to
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transport all logs sold under this Contract. The Buyer will provide a shipping
schedule to the Seller weekly. The Buyer will update the shipping schedule in a
reasonable manner to advise the Seller of changes in the previously provided
shipping schedule. The Buyer shall provide all shipping schedules and updates to
the Seller's Quality Control Manager at Siziman Bay, Russian Federation.
5.5 LIENS AND WARRANTIES: The Seller warrants that, upon delivery of the logs to
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the Buyer FOB, Buyer's vessel, Siziman Bay or other port, Russian Federation,
under this Contract, the logs shall be free and clear of any liens or
encumbrances, prior sales agreements, contracts or other claims which might
become a lien upon the logs. The Seller further warrants that the logs sold
under this Contract may be legally exported from the Russian Federation in the
form and condition in which they are delivered to the Buyer at the port of
loading.
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6. PAYMENT
All payments under this Contract shall be made by telegraphic wire transfer to
the bank account of the Seller as specified in Paragraph 16 of this Contract.
ADVANCE PAYMENTS: The Buyer may make advance payments to the Seller (the
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"Advance Payments"). The specific amounts and payment dates of the Advance
Payments shall be agreed upon in separate Addenda to this Contract. The
cumulative amount of the Advance Payments made under this Contract shall not
exceed ***.
FINAL PAYMENTS: The Buyer shall make final payment to the Seller for each
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shipment of logs delivered under this Contract within ten (10) business days
after receipt from the Seller of a faxed copy of an invoice, bill of lading, log
specification and cargo plan; provided that the Seller shall have delivered
original copies of the invoice (1 set), bill of lading (1 set) and log
specification (1 set) by mail or via courier to the Buyer's representative
office in Japan, as indicated by the Buyer, within ten (10) days after the Bill
of Lading date.
The Buyer shall deduct any Advance Payments from the final payment in accordance
with the terms and conditions set forth in a separate Addendum to this Contract.
In no event shall any payment for logs shipped hereunder be made later than 90
days after the date the applicable shipment clears Russian customs for export.
7. CLAIMS
The buyer has the right to make claims after the logs arrive at their export
destination for failure to meet quality or quantity requirements. The Seller
will also accept claims based one excessive off-center hearts and compression in
#1 and #2 sawlog sorts.
The Buyer shall make every reasonable commercial effort to resolve all claims
with the Buyer's customer. In the event no resolution is reached, the Buyer will
notify the Seller by fax of any claims within thirty (30) days after the vessel
has completed discharge in the discharge port. The Seller will have fourteen
(14) days to respond to the claim presented. If the Seller does not agree with
the claim, it may request to schedule an inspection of the cargo by a
representative of the Seller. The Buyer and the Seller will use their best
efforts to have their representatives meet at the port of discharge as quickly
as possible to conduct this inspection. Each party will bear its own costs of
such inspection. If the Seller does not respond and schedule an inspection,
within fourteen (14) days of receipt of the claim, the claim will be considered
accepted.
The Buyer will use reasonable commercial efforts to make substantially all of
the logs involved in the claim available for inspection. The inspection will be
conducted as follows:
. If the logs are on land, a sample of 10% of the logs will be rolled out for
inspection.
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. If the logs are located in the water the representatives will conduct a
visual inspection of all sides of every log in the sample.
. Grading will be based on GOST standard # 22298-76.
. Scaling will be based on GOST standard # 2292-88.
The result of this inspection will be expanded onto the entire cargo volume to
calculate the claim settlement. The Buyer will notify the Seller of any
necessary deviation from the above procedure.
The amount of any claim settlement will be paid by the Seller to the Buyer by
wire transfer within thirty (30) days of completion of the inspection.
8. NOTICES
All notices given hereunder shall be in writing, sent to the representatives of
each party and may be sent by telex or by telecopier with confirmation of
receipt at the addresses and fax numbers shown in Section 13. Notices shall be
effective upon receipt.
9. DISPUTES
9.1 DISPUTE RESOLUTION: In the event of any dispute arising out of or relating
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to this Contract, the parties shall use their best efforts to settle the
dispute. Within thirty (30) days of written request of any party, the
individuals responsible for administering this Contract shall meet to consult
and negotiate with each other, in good faith, in an attempt to reach an just and
equitable solution satisfactory to the parties.
If the parties are unable to reach a satisfactory solution within sixty (60)
days of the written request for negotiation, then any party may by written
notice require that the matter be finally settled by arbitration under the
Commercial Arbitration Rules of the American Arbitration Association and the
Supplemental Procedures for Large Complex Disputes. The Arbitration shall be
conducted at Seattle, Washington, USA. The arbitration shall be conducted by a
single arbitrator appointed in accordance with said Rules from the Large Complex
Dispute Panel of the American Arbitration Association. The arbitration shall be
conducted in the English language. Any award shall be denominated and paid in
United States dollars and may, at the discretion of the arbitrator, include
interest, attorney fees and costs.
9.2 LIMITATION ON DAMAGES: In the event of default or failure to perform any
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obligation under this Contract, the Liability of either party shall be limited
to the value of the logs to be produced, delivered, sold and purchased
hereunder. In no event shall either party be liable for incidental,
consequential or punitive damages.
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10. FORCE MAJEURE
Neither party to this Contract shall be liable for any delay or default in
performance hereunder which is the result of any cause beyond its control,
including, but not limited to wars, civil strife, embargoes, acts of governments
or any government official or agency purporting to act under duly constituted
authority, earthquakes, floods or fires. Weather conditions which are within the
range of possible weather conditions to be anticipated shall not constitute
force majeure conditions. A party whose performance is affected by force majeure
conditions shall give notice to the other party of such condition and the
expected duration of the delay or prevention of performance within ten (10) days
of the occurrence of such condition.
11. ASSIGNMENT
Neither party may assign its rights or obligations under this Contract without
the prior written consent of the other party, which consent shall not be
unreasonably withheld. Any assignment of a party's rights or obligations under
this Contract without the prior written consent of the other party shall
constitute a default hereunder and shall entitle the other party to immediately
terminate this Contract by written notice.
12. TERMINATION
Either party shall have the right to terminate this Contract without cause upon
60 days' prior written notice to the other party. The termination of this
Contract under Sections 11 or 12 shall not relieve the Buyer of the obligation
to pay for logs shipped prior to the date such termination and shall not relieve
the Seller of the obligation to settle Advance Payments, claims, costs or other
liabilities arising from logs shipped prior to the date of such termination.
13. OTHER TERMS AND CONDITIONS
All amendments and additions hereto shall be integral parts of this Contract and
shall be valid only if made in writing and signed by duly authorized
representatives of both parties.
The language of this Contract is Russian and English but in the event of
ambiguity or inconsistency between the versions, the English version shall be
controlling.
Any correspondence pertaining to the execution of this Contract shall be carried
out in the English language.
The law of the State of Washington, without giving effect to the conflict of law
provisions thereof, shall govern this Contract. In the event the law of the
Russian Federation, or any other jurisdiction where portions of this Contract
are to be performed invalidate any of the provisions of this Contract, the
parties will negotiate amendments to this Contract to comply with such law.
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Neither this Contract nor any rights or obligations hereunder may be assigned by
either party without the prior written consent of the other party.
14. LEGAL ADDRESSES OF THE PARTIES
The Buyer: The Seller:
Rayonier Inc. JSC "Forest-Starma"
00000 Xxxxxxxxxxxxx Xxxx. 0 Xxxxxxx Xx. Xxx. 0
Xxxxx 000 XxxxxxXxxxxxxxxx Xxxxxxxxx
Xxx Xxx, Xxxxxxxxxx, 00000 Xxxxxx, 682860
Fax # 0(000) 000-0000 with a copy to:
Fax # (000) 000-0000
15. PAYMENT REQUISITES
The Buyer:
Chase Manhattan Bank, New York, NY, USA
Account No.: 003-103-7468 (US Dollars)
The Seller:
Bank of New York, NY, USA
SWIFT: XXXXXX0X
Account #000-0000-000 (USD)
"Regiobank", Khabarovsk, Russian Federation
SWIFT: REGK RU 8K
Account #3030-1840-0080-1001-1001
Komsomolsk-on-Amur Branch
Account # 4070-2840-2080-3100-0405
In favor of JSC "Forest Starma"
Both original and faxed signatures of the parties on this Contract shall have
equal legal force with regard to execution of this Contract.
RAYONIER INC. JSC "Forest Starma"
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxx Xxxxxxx
Director, Operations General Director
International Forest Products
[corporate seal]
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/s/ V.A. Limarenko
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V.A. Xxxxxxxxx
First Deputy General Director
[corporate seal]
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