Exhibit 10.80
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS
LOG SALES CONTRACT
No. 01-02-02
January 2, 2002
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 spruce, white
fir, larch and broad-leaf round logs produced by the Seller, as provided in this
Contract, in the volume of *** m3.
In addition to round logs, the Seller agrees to sell and the Buyer agrees to buy
spruce, white fir, larch lumber products produced by the Seller, as provided in
this Contract, in the volume of 15,000 m3 +/-10% m3.
The approximate value of this Contract is $15,800,000.
The specific quantity, composition, and amount of all log and lumber 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 and lumber produced by the
Seller and made available for shipment from Siziman Bay and other ports in the
Russian Federation between January 1, 2002 and January 20, 2003.
2.2 DELIVERY: Logs and lumber produced under this Contract shall be delivered
FOB vessel between January 21, 2002 and January 20, 2003.
3. PRICES
The Buyer shall pay the Seller market prices for logs and lumber purchased under
this Contract. All prices under this Contract are FOB vessel, Siziman Bay or
other port, Russian Federation. The prices for all logs or lumber 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 sawlogs and pulplogs
according to GOST standard # 22298-76 for sawlogs and # 22296-89 for pulplogs,
and as identified by individual addenda to this Contract.
Lumber products shall be produced according to GOST standard # 8486-86 and GOST
standard # 26002-83, whichever is applicable for a particular shipment.
4.2. SCALING / VOLUME MEASUREMENT: According to GOST standard # 2292-88.
Scaling to be paid for by the Seller. Log and lumber scale certificates,
summary reports and any other production reports shall be provided to the Buyer
on a monthly basis.
For lumber products -- according to GOST standard # 6564-84.
5. DELIVERY
5.1. POINT OF DELIVERY: The logs and lumber shall be delivered to the Buyer FOB
vessel, Siziman Bay or other port, Russian Federation. Title and risk of loss to
all logs and lumber purchased hereunder shall pass to the Buyer when the logs or
lumber pass the ship's rail at Siziman Bay or other port. The Seller shall
notify the Buyer that logs and/or lumber have been delivered in case an agent or
employee of the Buyer is not present at the delivery site.
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
assessed on this transaction shall be paid by the Seller. The Seller certifies
that it has the right to export the logs and lumber and shall obtain all
necessary customs approvals, export licenses and permits.
5.3. SHIP LOADING: The Seller shall be responsible for all sorting, storing,
handling and ship loading activities necessary to deliver the logs and lumber
on board ship at Siziman Bay or other port. Vessels will be loaded with
"Customary Quick Daspatch" or "CQD".
5.4. SHIPPING: The Buyer shall be responsible for arranging for vessels to
transport all logs and lumber 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
and/or lumber to the Buyer FOB, Buyer's vessel, Siziman Bay or other port,
Russian Federation, under this Contract, the logs and/or lumber shall be free
and clear of any liens or encumbrances, prior sales agreements, contracts or
other claims which might become a lien upon them. The Seller further warrants
that the logs and lumber 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 15 of this Contract.
ADVANCE PAYMENTS: The Buyer may make advance payments to the Seller (the
"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
shipment of logs or lumber delivered under this Contract within ten (10)
business days after receipt from the Seller of a faxed copy of an invoice, bill
of lading, specification and cargo plan; provided that the Seller shall have
delivered original copies of the invoice (1set), bill of lading (1set) and
specification (1set) 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 or lumber 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 logs and lumber arrive at their
export destination for failure to meet quality or quantity requirements.
The Seller will also accept claims based on 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 and lumber involved in the claim available for inspection. The
inspection will be conducted as follows:
o If the logs and lumber are on land, a sample of 10% of the logs and lumber
shall be inspected.
o If the logs are located in the water the representatives will conduct a
visual inspection of all sides of every log in the sample.
o For logs grading will be based on GOST standard # 22298-76.
o For logs scaling will be based on GOST standard # 2292-88.
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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 14. Notices shall be
effective upon receipt.
9. DISPUTES
9.1. DISPUTE RESOLUTION: In the event of any dispute arising out of or relating
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 the 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
obligation under this Contract, the Liability of either party shall be limited
to the value of the logs and lumber to be produced, delivered, sold and
purchased hereunder. In no event shall either party be liable for incidental,
consequential or punitive damages.
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.
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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
The Contract shall remain in full force until April 20, 2003.
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 or lumber 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.
Neither this Contract nor any rights or obligations hereunder may be assigned by
either party without the prior written consent of the other party.
Both original and faxed signatures of the parties on this Contract shall have
equal legal force with regard to execution of this Contract.
14. LEGAL ADDRESSES OF THE PARTIES
The Buyer:
Rayonier Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Fax # 0 (000) 000-0000
The Seller:
JSC "Forest-Starma"
0 Xxxxxxx Xx. Xxx 0
XxxxxxXxxxxxxxxx Xxxxxxxxx
Xxxxxx, 000000
Fax # 7 (42172) 4 41 72
with a copy to:
Fax # 0 (000) 000-0000
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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"
Rayonier Inc.
THE BUYER
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Director, Operations
International Forest Products
JSC "Forest Starma"
THE SELLER
/s/ Xxxxx Xxxxxxx
-------------------------
Xxxxx Xxxxxxx
General Director
/s/ V. A. Limarenko
------------------------
V. A. Xxxxxxxxx
First Deputy General Director
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