SHENGKUI/KIWA
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CONTRACT
CONTRACT NUMBER: SELLER/SHENGKUI051/08/2006/UREA DATED JULY 31 , 2006
THIS AGREEMENT CONTRACT IS FOR THE SALE AND PURCHASE OF PRILLED UREA 46 % N
AGRICULTURAL GRADE
BETWEEN
SELLER:
SHENGKUI TECHONLOGIES, INC.
POLY PLAZA, 14. DONGZHIMEN NANDAJIE, XXXXXXXXX XXXXXXXX,
XXXXXXX, X.X.XXXXX 000000
CONTACT PERSON: XXXXXXX XX
TEL: x00-00-00000000-000
FAX:x00-00-00000000
(Hereinafter known as Seller)
AND
BUYER:
KIWA BIO-TECH PRODUCTS GROUP LTD
XXXX 0000, 00/X.,
XXXXX RESOURCES XXXXXXXX
XX. 00 XXXXXXX XXXX, XXXX XXXX
CONTACT PERSON: XXX XX
TEL: (000)0000 0000
FAX: (000)0000 0000
EMAIL: XXXXXXXXX@XXXXXXXXXXX.XXX
(Hereinafter known as Buyer)
WHEREAS: The Seller and Buyer each with full corporate authority, certifies,
represents and warrants that each can fulfill the requirements of this agreement
and respectively provide the products and the funds referred herein in time and
under the terms agreed to hereafter.
WHEREAS: The Seller Hereby agrees and makes an irrevocable and firm contract to
deliver ONE MILLION TWO HUNDRED THOUSAND METRIC TONS (1,200,000 MT +/- 5%) of
PRILLED UREA 46 % N AGRICULTURAL GRADE Cost, Insurance and Freight (CIF FO)
INCOTERMS 2000.
WHEREAS: The Buyer Hereby agrees and makes an irrevocable and firm contract to
purchase ONE MILLION TWO HUNDRED THOUSAND METRIC TONS (1,200,000 MT +/- 5%)x of
PRILLED UREA 46 % N AGRICULTURAL GRADE Cost, Insurance and Freight (CIF FO)
INCOTERMS 2000.
SHENGKUI/KIWA
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ADDENDA INTEGRAL TO THE CONTRACT:
Addendum A: Banking Information
Addendum B: Conditions of Payment
Addendum C: Procedure
1. PRODUCT:
UREA 46 % N SHALL CONFORM TO THE FOLLOWING SPECIFICATIONS.
SPECIFICATION: 46% Prilled
Quality: Standard Export Quality
Nitrogen: 46% By Weight minimum
Moisture 0.5% Xxx Xxxxxx / 0.3% Max Dryer
Biuret: 1% Max By Weight
Anti-Caking Agent: Treated Against Anti-Caking
Free Ammonia: 160 pkt, ppm max
1-4mm 90%
Granulation: Lesser than 2mm 1% Greater than 3mm 4%
Melting Point: 132 Degrees Celsius
Color: Standard White or Pure White Prilled
Free From: Harmful Substances
Radiation: Free from Radioactivity
100% Free Flowing
2. ORIGIN:
Ukraine / Russian Federation / CIS or As Specified By Seller; SELLER TO
NOTIFY BUYER THE PORT OF ORIGIN FOR DOCUMENTARY LETTER OF CREDIT
DESIGNATION.
3. DESTINATION / PRODUCT DISCHARGE:
i. Within FIVE (5) days of Buyer and Seller signing the
Agreement, the Buyer will advise the Seller in writing the
particulars of the discharge port.
ii. Destination shall be CIF SUBIC BAY PORT, PHILIPPINES (See
Article 26 Terms and Definitions) subject to seller's receipt
of all appropriate permits, permissions and licenses. The
basis of delivery for the shipments shall be Twenty Five
Thousand (25,000 MT).
iii. Delivery of first shipment shall be done within Forty-Five
days (45) days after receipt and confirmation of an operative
financial instrument acceptable to the seller and complete
within the stated time.
iv. Minimum discharge rate of 1,200 (Twelve Hundred) metric tons
per WWD subject to discharge port off load capabilities.
SHENGKUI/KIWA
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4. PRODUCT DELIVERY:
i. The dates of Xxxx Of Lading shall be considered the date(s)
delivery.
ii. The first delivery shall begin within forty five (45) days
after the receipt and confirmation of an operative financial
instrument acceptable to the seller.
iii. The Seller reserves the right to deliver earlier than agreed
in this contract giving notice to all designated parties and
with the approval of the buyer.
iv. The whole quantity of 1,200,000 MT (One Million twenty
Thousand Metric Tons) will be shipped in 25,000 MT
v. Total shipments shall be according to shipping schedule to be
mutually agreed by the Seller and Buyer. Shipments to be
completed within a maximum of EIGHTEEN (18) months.
vi. Minimum is subject to slight and reasonable variations in
schedules due to customary and usual exigencies.
vii. Consecutive shipments shall be shipped by delivering and
receiving schedule of buyer, sent to the seller after the
first shipment has left the port as indicated by the X.X.
XXXXXXX & CO. LTD certificate.
viii. INCOTERMS 2000 / CIF (SEE ARTICLE 30 TERMS AND DEFINITIONS).
ix. The buyer and seller agree that partial shipments are allowed
and the buyer and seller agree that transshipments are not
allowed.
5. CONTRACTED QUANTITY:
ONE MILLION TWO HUNDRED THOUSAND METRIC TONS (1,200,000 MT) of PRILLED
UREA N 46%, with value tolerance 5%, to be shipped as per schedule.
The total quantity delivered in this contract shall be determined by the
certifications of the weight issued by the inspection authority and by the
Bills of Lading of the shipment that was in effect delivered to the buyer.
6. PRODUCT WEIGHT AND QUALITY:
The Seller guarantees that each shipment of prilled UREA 46 % N
AGRICULTURAL GRADE shall be provided with an inspection certificate of
weight and quality at the time of loading and such a certificate shall be
provided by X.X. XXXXXXX & CO., LTD. or similar recognized authority at
the Buyer's expense. The Inspection Certificate issued is required for DLC
negotiation.
7. PACKING:
The product is to be packed in net 50 kg (fifty kilograms) new Polypropylene
Bags with polyethylene lining. The bags have a combined tare of 100 gm (one
hundred grams) and are sufficient to ensure the safe arrival of product to
destination.
BAG MARKING - NEUTRAL ENGLISH XXXX IN SEVEN LINES IN BLACK COLOUR ON ONE SIDE
WITH " UREA"TO BE PRINTED IN DOUBLE SIZE OF THE OTHER LINE.
UREA
46 PCT NITROGEN MIN
1 PCT BIURET MAX
0.5 PCT MOSITURE MAX
50 KGS NETT
USE NO HOOKS
MADE IN AUSTRALIA.
Bags will be labeled in English language marking net weight, validity,
product and country of origin or per Buyer's instructions. 5% extra bags
are supplied free of charge.
SHENGKUI/KIWA
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8. PRICE PER METRIC TON:
XXX XXXXXXX XXX XXXXXX-XXXX XXXXXX XXXXXX DOLLARS (US$ 135/-) per METRIC
XXX XXX XX XXXXX XXX XXXX, XXXXXXXXXXX.
9. CONTRACT AMOUNT:
UNDER THE CONTRACT, THE TOTAL VALUE OF CONTRACTED QUANTITY OF DELIVERIES
IS XXX XXXXXXX XXX XXXXX-XXX XXXXXXX XXXXXX XXXXXX DOLLARS (US
$162,000,000) (+/- 5%), AND IS NOT INCLUSIVE OF ANY EXTENSION OF
QUANTITIES.
10. PAYMENT TERMS:
1) PAYMENT OF EACH ORDER (25,000MT) MAKE BY DOCUMENTARY LETTER OF
CREDIT (DLC) AT SIGHT, IRREVOCABLE, TRANSFERABLE, AND CONFIRMED.
2) DLC IS FOR THREE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND U.S.
DOLLARS (US$3,375,000.00) +/- 5%.
Before the payment instrument is transferred to the Sellers Account the
text of the payment instrument must be reviewed and approved by the
Seller.
Upon approval, Seller shall issue Performance Bond and Proof of Product by
SWIFT, to Buyer's bank.
Please refer to ADDENDUM C: CONDITIONS OF PAYMENT & PROCEDURE
CONTRACT PROCEDURES:
TRANSACTION PROCEDURES
After the Contract approved and signed by the Seller and the Buyer:
A/
The Buyer must open a Non - Operative LC within ten (10) working days to
the Seller;
B/
The Seller must issue 2 % Performance Bond valued to USD67,500 by L/C with
the POP (Proof of Products - of which the format must be approved by the
Buyer) within ten (5) working days after their Bank receives the Non -
operative LC from the Buyer;
C/
The LC will be activated by the 2 % Performance Bond and POP as per Item
10 b/
D/
The delivery will be started to proceed. Seller to nominate vessel within
twelve (12) days of acceptance of Buyer's DLC, the notarized Acceptance
certificate of the vessel by the buyer is required for DLC negotiation.
SHENGKUI/KIWA
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11. ANTI-DUMPING CAUTION:
The BUYER incurs the complete responsibility for observance of anti
dumping norms, rules and procedures in the national market and markets of
the further realization of subject of the present Contract, undertakes not
to conclude transactions on these markets under prices, which are dumping,
in accordance with legislation of appropriate country and international
rules; and to be the only defendant to all possible anti-dumping claims
and in payment of the duties, taxes and other expenses which are imposed
on Goods under the present Contract, in accordance with anti dumping law
of the country of import.
12. ACCEPTANCE OF GOODS:
Under accompanying documents mentioned in the Clause 13 (below) of this
Contract.
13. PRODUCT DOCUMENTATION PER LIFT:
1. Three Originals And Three Copies - Signed Commercial Invoice.
2. Three Originals And Three Copies - Clean On Board Ocean Xxxx Of
Lading Made Out To The Order Of Issuing Bank Marked Freight Prepaid
And Notify The Applicant.
3. Three Originals And Three Copies - Packing List Showing Gross And
Net Weight And Number Of Ocean Xxxx Of Lading In One Original And
Three Copies - Certificate Of Origin Issued By Chamber Of Commerce
of Country Of Origin.
4. One Original And Two Copies - Certificate Of Wt And Quality Issued
By S.G.S.
5. One original Copy - Insurance Policy / Certificate In Duplicate For
110 Pct Of The Draft, Blank Endorsed Covering Ocean Marine
Transportation All Risks War Risks. (1:00) Charter Party Xxxx of
Lading acceptable. Third Party documents acceptable.
6. Other procedures, certificates and documentation required for DLC
negotiation.
14. PRODUCT INSURANCE:
Insurance will be covered by the seller at his cost and expense from
warehouse or other to discharge port covering All Risks for not less than
110 percent of the invoice value according to buyer's instructions.
15. DEMURRAGE:
The vessel's Master is to advise the Buyer's agent at port of discharge
the vessel's name, date of arrival, vessel capacity, number of hatches /
number of cargo xxxxxxxx, quantity loaded per cargo chamber and the
particulars of the vessel's readiness to effect cargo operations through
all hatches.
The vessel's Master shall give twenty (20) days and seven (7) days
provisional notice and 72, 63 and 21 hours final notice of the vessel's
estimated time of arrival at port of destination to the Buyer's agent at
the port of discharge. Such notices shall be effected during normal
business hours and whether in berth or not.
SHENGKUI/KIWA
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Lay time shall commence from 1.00 PM if vessel notices of readiness to
discharge is given prior to noon and from 8.00 AM of the next working day
if notice is given after noon. If the port is congested, then lay time is
to commence twenty-four (24) hours after notice of readiness is given. The
Buyer is responsible for the product discharge.
The average discharge rate shall be 1,500/mt for bagged product or
6,000/mt for bulk product per weather working day of twenty-four (24)
hours. If the port of discharge has a lower average discharge, the
discharge rate will be adjusted according to the port's capacity. The
times from 5.00 PM hours on Saturday to 08.00 hours on Monday and from
17.00 hours on the day proceeding to 08.00 AM hours on the day succeeding
any holiday are excluded even if used.
Should the vessel be discharged at the rate less than the average, the
Buyer shall pay to Seller demurrage at a rate between US $2,500 (Two
Thousand Five Hundred United States Dollars and US$ 5,000 (Five Thousand
United States Dollars) per running day and prorated share for any portion
of any running day.
Should the vessel discharge at a rate greater than the average; the Seller
shall pay to the Buyer a compensation for speedy discharge at a rate of
US$ 2,500 (Two Thousand Five Hundred United States Dollars) per running
day.
It is agreed that demurrage be settled by the vessel's Master and Buyer's
shipping agent within five (5) days from the receipt of the vessel
Master's Invoice.
All taxes or levies imposed by the country of destination, having any
effect on this Agreement are for Buyer's account and his sole
responsibility. All taxes or levies and port dues imposed by the country
of origin, having any effect on this Agreement are for the Seller's
account and his sole responsibility.
Should the vessel be required to shift from one berth for another port of
discharge, then the time used shifting shall be for Buyer's account. In
the event lighter age is required at the port of discharge, said expenses
are for the Buyer's account.
16. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:
All taxes or levies imposed by the country of import (destination) having
effect on this contract are on the buyer's account and their sole
responsibility. The Buyer must have all import permissions and permits in
writing and a copy sent to the seller.
Buyer bears the sole responsibility of securing all permits, licenses or
any other documents required by the governments of the importing nation.
Seller will bear no responsibility to provide such documentation. Buyer
will bear all costs associated with securing such documents and will also
bear all costs and penalties arising if such documents are not secured.
Under no circumstances shall the seller be held liable for missing or
improper documentation the buyer is required to provide. Shipping is based
on INCOTERMS 2000.
SHENGKUI/KIWA
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17. FORCE MAJEURE:
No party shall be liable for any inability to comply with the obligation
inherent in this Agreement, whether wholly or in part, where such
inability is due, whether directly or indirectly, to - (i) Causes beyond
their reasonable control; (ii) Acts of God; (iii) Acts (including failure
to act) of any Government Authority (dejure or de facto); (iv) Wars
(whether declared or undeclared); (v) Riots, Revolution, (vi) Fire, Flood,
Sabotage, Nuclear Accident, Earthquake, Storm or Epidemic ; and (vii)
Where banks are closed by reason of Industrial Dispute or Government
Intervention; and any other interruption of the Private Placement by the
FED and OR Trader Group.
In all other respects, any legal definition of a circumstance promoting a
claim for Force Majeure shall consider provisions of the clause, "Force
Majeure Hardship" as contained in the INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 421, which model reference clause is deemed included
herein by said reference.
18. DISPUTES AND ARBITRATION:
All disputes and disagreements, which may arise in connection with this
contract, shall be settled through friendly negotiations between the
parties. Disputes and disagreements that cannot be settled through
friendly negotiations between the parties shall be decided in
INTERNATIONAL ARBITRATION ASSOCIATION XXXXXXXX, NEW YORK by one or more
arbitrators appointed in accordance with the said rules.
In the event of any controversy or dispute arising out of this Agreement,
or any resulting transaction, the parties shall first attempt to achieve
an adequate settlement among themselves. If such an attempt fails, the
dispute or controversy arising out of or relating to this Agreement or its
interpretation shall be settled exclusively and finally by arbitration in
INTERNATIONAL ARBITRATION ASSOCIATION XXXXXXXX, NEW YORK by one or more
arbitrators appointed in accordance with the said rules.
Any award rendered in any such arbitration proceeding shall be final and
binding on each of the parties, their respective heirs, executors,
administrators, legal representatives, successors and assigns, and
judgment may be entered thereon in a Court of competent jurisdiction.
The arbitrator shall award one hundred percent (100%) of all attorney's
fees and costs incurred by the prevailing party in any such arbitration
proceeding. All attorney's fees and costs shall be included in any award
rendered in such arbitration proceeding by the arbitrator.
A dispute is any unresolved disagreement between the parties relating to
this Agreement. It includes any claim or controversy of any kind which
arises out of, or is in any way related to, this Agreement. It also
includes statutory, common law and equitable claims. A dispute also
includes any disagreement about the meaning of this Agreement and whether
a disagreement is a "dispute" subject to binding arbitration as provided
for in this Agreement.
19. AUTHORITY TO EXECUTE THIS CONTRACT:
The parties to this contract declare that they have the full authority to
execute this document and accordingly to be fully bound by the terms and
conditions.
SHENGKUI/KIWA
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20. EXECUTION OF THIS CONTRACT:
Each of the parties to this contract represents that it has full legal
authority to execute this contract and that each party is to be bound by
the terms and conditions contained in the contract. This contract
represents the entire agreement between the parties and any change will be
made in writing, executed by both parties.
21. GOVERNING LAW:
This contract shall be governed and interpreted in accordance with the
UNITED NATIONS CONVENTION for the sale of goods (U.N Convention). In the
event of inconsistency between this contract and the provisions of the
U.N. Convention, this contract shall have priority for the purpose of
Article 39 pf the U.N. Convention. A reasonable period shall deemed to be
5 days. This contract shall further be construed in accordance with the
courts of the European union, which shall apply to ICC rules and
regulations.
22. LANGUAGE USED:
The English Language will be used. Grammatical mistakes, typing errors (if
any) shall not be regarded as contradictions.
23. ASSIGNMENT:
1. Any of the sides is allowed to assign the contract or payment
instrument in order to secure the performance of its obligations.
2. Any assignee or legal successor to either party shall assume all
obligations and benefits of the contract
3. Assignment is permitted under mandate issued & agreed jointly by
both the Seller & Buyer.
24. NON-CIRCUMVENTION AND NON-DISCLOSURE:
i. The parties agree to abide by the customary international
rules of non-circumvention and non-disclosure for a period of
ten (10) years from the date of this Agreement. Neither the
parties nor any entity with which they are affiliated or
entitled to receive compensation, will, in any manner, without
the express written permission of the other party who made
available the source(s), disclose the source(s) to anyone.
Further, the parties agree not to circumvent, by-pass, or
obviate the other party or parties in any dealing, present or
future, with any persons or entities introduced by a party to
this Agreement. In the event any profit is generated from any
such prescribed contact, the offending party hereby agrees
that the aggrieved parties are entitled to the full profit
participation as set forth by the terms of this Agreement.
ii. The parties agree to maintain complete confidentiality
regarding each other's affiliates, clients, business sources,
contacts and sources, and will not disclose to third persons,
the identity or, contacts, contracts or agreement, except as
may be required by applicable statute, regulation or process
of law.
iii. The parties hereto covenant, one with the other, that the text
of this Agreement will be maintained as confidential between
the parties hereto and agree that the text will not be
exhibited or demonstrated to any third-party, save and except
to their respective Corporate Officers, and to those who, of
necessity, must be aware of the terms and conditions hereof in
order to cause orderly preparation and performance of the
functions representative of the parties roles as defined in
these presents.
SHENGKUI/KIWA
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iv. It is further expressly agreed and understood by the parties,
and their respective representatives, that they shall, to the
best of their ability, ensure and be responsible for, strict
confidentiality on the part of their employees, relatives,
assigns, associates and attorneys with respect to this
Agreement.
v. The parties agree that failure to maintain confidentiality
will be construed as a material breach of this Agreement. Any
violation of the Non-Disclosure and Non-Circumvention
provisions of this Agreement shall survive the termination of
this Agreement and/or Contracts arising from this Agreement
for a period of ten (10) years from the said termination date,
and the same will be deemed to be a breach of this Agreement
by such defaulting party and will make the Party in violation
liable to punitive and compensatory damages actions in any
court of competent jurisdiction.
25. CONTRACT TERM
18 Months and Fifteen (15) days. Includes the first thirty to forty-five
days where the shipment is being prepared. This contract is extendable by
another 6 months subject to reviewing the price.
26. BINDING UPON SUCCESSORS
This Agreement shall inure to the benefit and be binding upon the parties,
their respective heirs, executors, administrators, legal representatives,
successors and assigns, shall extend to their controlled corporations,
partnerships, trusts, proprietorships, affiliates, agents, trustees, or
executives until termination of this Agreement.
27. ENTIRE AGREEMENT
Except as otherwise provided herein, this Agreement constitute the entire
Agreement between the parties, and all prior negotiations,
representations, or Agreements between the parties, whether oral or
written, are merged into this Agreement. This Agreement may only be
amended, supplemented, or changed and any provision hereof can be waived,
only by a written instrument making specific reference to this Agreement
signed by all parties hereto.
28. LEGAL OPINION
The parties hereto acknowledge that each has had adequate time and
opportunity to consult with a counsel of their own choosing, prior to the
execution of these presents, and having had such advice as deemed
necessary, or lack thereof by voluntary election, each has executed this
Agreement freely, and under no compulsion or coercion.
29. COUNTERPARTS
This Agreement may be executed in one or more counterparts by hard copy
signatures and/or signature on facsimile copies or by E-Mail, each of
which shall be deemed an original, and said counterparts shall together
constitute but one and the same Agreement, binding upon the parties,
notwithstanding that the parties are not signatory to the original or the
same counterparts. Legible, machine-receipted facsimile copies of signed
documents / documents exchanged by E-Mail shall be valid and accepted as
original in the absence of demonstrated forgery. All documents concerning
this Contract, transferred electronically, if only their receipt is
confirmed by the receiving Party, shall be considered as having the equal
legal force with the originals of these documents.
SHENGKUI/KIWA
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30. TERMS AND DEFINITIONS
ALTERNATE CORPORATE BANK ACCOUNTS - Due to the different banking
regulations and practices around the world, banking instruments are
accepted by some banks in some countries and not accepted in others.
Depending on the financial instrument finally issued by the buyer to the
seller, it may be necessary for the seller to use a bank other than that
initially designated by the seller to facilitate the transaction.
CIF - COST, INSURANCE AND FREIGHT - The delivery of goods and insurance
coverage to the named port of discharge at the sellers expense. Buyer is
responsible for the import customs and clearance and other costs and
risks.
CONFIRMED LETTER OF CREDIT - Letter Of Credit where a confirming bank,
usually located in the exporters country, has guaranteed payment under the
letter of credit assuming that all terms and conditions of the letter of
credit have been met. With a confirmed letter of credit, payment risk is
assumed by the confirmed bank as well as the issuing bank, thereby
providing more protection for the exporter.
CONFIRMING BANK - The bank at which, at the request of the issuing bank,
adds its confirmation to the letter of credit. In d0ing so, the confirming
bank undertakes to make payment to the exporter upon presentation of
documents under the letter of credit assuming all terms and conditions of
the letter of credit have been met.
ICC (INTERNATIONAL CHAMBER OF COMMERCE)
INCOTERMS 2000 - INCOTERMS are standard trade definitions most commonly
used in sales contracts.
NON-USA SANCTIONED PORT - Ports and countries that the United Sates
Government has not placed trade restrictions against for US Citizens and
companies. A list of the countries the US Government has placed trade
restrictions on is found at the following website:
xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxx/xxxx/xxxxxxxxx/xxxxx.xxxx.
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"WEATHER WORKING DAY (WWD) OR "WEATHER WORKING DAY OF 24HOURS" OR "WEATHER
WORKING DAY OF 24 CONSECUTIVE HOURS" - Shall mean a working day of 24
consecutive hours except for anytime when the weather prevents the loading
or discharging of the vessel or would have prevented it had work been in
progress.
31. PENALTY CLAUSE
The buyer is subject to a penalty clause of USD 20,000 if the Non -
operative LC is not opened within 14 working days after the contract
signed by both the Seller and the Buyer.
The Seller is subject to a penalty clause of USD 20,000 if the Performance
Bond and POP are not issued within 10 working days after the contract
signed by both the Seller and the Buyer.
SHENGKUI/KIWA
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32. CONCLUSION
WHEREAS: The Seller and the Buyer both irrevocably agree and confirm under
penalty of perjury to strictly adhere to this CONTRACT NUMBER:
SELLER/POLYXXXX/08/2006/UREA entered into on Aug, XX, 2006 under the terms
and conditions outlined and it is thus enforceable now on forth.
33. ADDENDA
The buyer and seller agree that the following addenda are an integral part
of this contract. It's verbiage and contents in its entirety are fully
valid and therefore enforceable. In it's final version the addenda agreed
and included are as follows:
Addendum A: Banking Information
Addendum B: Conditions of Payment
Addendum C: Procedure
FOR AND ON BEHALF OF THE SELLER FOR AND ON BEHALF OF THE BUYER:
SHENGKUI TECHNOLOGIES INC KIWA BIO-TECH PRODUCTS GROUP LTD
