SHENGKUI/KIWA
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CONTRACT
CONTRACT NUMBER: SELLER/KIWA0085/07/2006/UREA DATED JULY 28, 2006
THIS AGREEMENT CONTRACT IS FOR THE SALE AND PURCHASE OF KIWA XX XX LING PRODUCTS
AND PRILLED UREA 46 % N AGRICULTURAL GRADE
BETWEEN
SELLER: 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 Seller)
AND
BUYER: CHINA XXX XXXX RONEO CORPORATION
XX.00, XXX XXX XX., XXXX XXXXX XXXXXXXX,
XXXXXXX 000000 XXXXX
CONTACT PERSON: XXXXXX XXX (XXXXX)
TEL: x00-00-00000000
FAX:x00-00-00000000
EMAIL: XXXXXXXX@000XX.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 TWO HUNDRED THOUSAND METRIC TONS (1,000 MT +/- 5%) of KIWA XX XX LING
PRODUCTS AND TWO Hundred Thousand Metric Tons (200,000MT+/- 5%) PRILLED UREA 46
% N AGRICULTURAL GRADE Cost, Insurance and Freight (CIF FO) INCOTERMS 2000.
SHENGKUI/KIWA
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WHEREAS: The Buyer Hereby agrees and makes an irrevocable and firm contract to
purchase TWO HUNDRED THOUSAND METRIC TONS (200,000 MT +/- 5%)x of PRILLED UREA
46 % N AGRICULTURAL GRADE Cost, Insurance and Freight (CIF FO) INCOTERMS 2000.
The Kiwa XX XX LING products will be in other contract.
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 sellers 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 200,000 MT (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 transhipments are not allowed.
5. CONTRACTED QUANTITY:
TWO HUNDRED THOUSAND METRIC TONS (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 XXXX.
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 XXXXXXX XXXXXX XXXXXX DOLLARS (US$ 170/-) PER METRIC XXX
XXX XX XXXXX XXX XXXX, XXXXXXXXXXX.
9. CONTRACT AMOUNT:
UNDER THE CONTRACT, THE TOTAL VALUE OF CONTRACTED QUANTITY OF DELIVERIES
IS THIRTY-FOUR MILLION UNITED STATES DOLLARS (US $34,000,000) (+/- 5%),
AND IS NOT INCLUSIVE OF ANY EXTENSION OF QUANTITIES.
10. PAYMENT TERMS:
1) Payment of 1st order (25,000MT) make by Documentary Letter of
Credit (DLC) at sight, Irrevocable, transferable, revolving,
and confirmed.
2) DLC is for FOUR MILLION TWO HUNDRED FIFTY THOUSAND U.S.
DOLLARS (US$4,250,000.00) +/- 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 an Non - Operative LC within five (5) working days to
the Seller ;
b/
The Seller must issue 2 % Performance Bond valued to USD85,000 by L/C with
the POP (Proof of Products - of which the format must be approved by the
Buyer) within ten (10) 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 Originals And
Three Copies - Certificate Of Origin Issued By Chamber Of Commerce
of Country Of Origin.
4. One Originals 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 buyers 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.
SHENGKUI/KIWA
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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.
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 lighterage 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.
SHENGKUI/KIWA
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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.
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.
SHENGKUI/KIWA
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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.
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 it's 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.
SHENGKUI/KIWA
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31. CONCLUSION
WHEREAS: The Seller and the Buyer both irrevocably agree and confirm under
penalty of perjury to strictly adhere to this CONTRACT NUMBER:
SELLER/KIWA0085/06/2006/UREA entered into on JULY 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 it's 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:
XXX XX XXXXX XXX
SHENGKUI/KIWA
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ADDENDUM A
BANKING AND OTHER RELAVENT INFORMATION
BUYER'S BANK & SELLER'S BANK WILL XXXXXXXXXXX WITH EACH OTHER BY SWIFT (SOCIETY
WORLDWIDE FOR INTERBANK FINANCIAL TRANSACTIONS) ONLY.
SELLER'S DETAILS:
Name : China Xxx Xxxx Roneo Corporation
Contact Person : Xxxxx Xxx
Registered Address :
ALL ADMIN AND FINANCIAL ENQUIRIES :
-----------------------------------
Tel No :00-00-00000000
Fax No :00-00-00000000
LC RECIPIENT BANKING DETAILS
SELLER'S BANK INFORMATION:
Name: BANK OF MONTREAL BEIJING BRANCH
Full Address: Xx. 0000, Xxxxx X0, Xxxxxxxx Xxxxx,
0 Xxxx Xxxxxxx Xxx., Xxxxxxx, Xxxxx,000000
Beneficiary Name: China Xxx Xxxx RONEO Corporation
SWIFT No.: XXXXXXXX
Officer: MS. XX XXXX
Confirming Prime Bank: CALYON BANK - BEIJING
Country: China
BUYER'S DETAILS:
Name : PRIORITY INTERNAUT SERVICE
Contact Person : Dom X. Xxxxxxxxxx
Registered Address : 0000 X. Xxxxxxxx Xxxx, Xxxxxxxx XX 00000 XXX
ALL ADMIN AND FINANCIAL ENQUIRIES :
-----------------------------------
Name : Xx. XX Xxxxxxxx
Tel No/FAX No : (00) 000-000-0000; (00) 0 000-0000
BUYER'S BANK AND PERFORMANCE BOND RECEPIENT DETAILS :
Bank Name : CALYON-MANILA
Bank Address : 00/X, Xxxxxxx Xxxx Xxxx., Xxxxxx, Xxxxxxxxxxx
(00)0 000-0000 Fax: (00)0 000-0000
Account Name : XXXXXXXX, LTD.
Account Number : xxxx
Swift Code : CRLYPHMMXX
Bank Officer : XXX. XXX XXXXXX-XXXXXXXX
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SHENGKUI/KIWA
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ADDENDUM "B"
CONDITIONS OF PAYMENT
Pursuant to Clause 11 (Payment Terms ) of CONTRACT NUMBER:
SELLER/XXXXXX/06/2006/UREA DATED JUN. 30, 2006 signed between XXXXXXXXXXXX and
M/S XXXX (referred in this contract as buyer and seller respectively) the
following has been irrevocably have agreed between the aforementioned parties:
The Documentary Letter of Credit shall have the following characteristics :
Issuing Bank AA and above by S & P rating.
Terms Auto-revolving, Irrevocable, Transferable, and confirmed.
Value FOUR MILLION TWO HUNDRED FIFTY THOUSAND USD (US$4,250,000.00)
Issuing of the Letter of Credit, and transfer of any information between banks
involved shall be carried out by SWIFT/TELEX only. All Bank instruments will be
issued by banks with AA and above certification from Standard & Poors.
ADDENDUM "C"
PROCEDURE TO BE FOLLOWED FOR THIS TRANSACTION:
1. The Seller, After Discussing And Finalizing All Amendments With The
Buyer On Phone Or Via Fax Or E-Mail, Amends Where Necessary The
Contract, And Signs, Seals And Issues To The Buyer A Final Copy Of
The Contract For Its Completion. THE BUYER WILL SIGN AND SEAL AND
RETURN THE FINAL CONTRACT DIRECT TO THE SELLER BY EMAIL / FAX.
2. THE EDT CONTRACT VERSION IS FULLY ENFORCEABLE AND WILL BE USED TO
EXPEDITE PROVISIONS OF THE CONTRACT WHEREVER APPLICABLE. Four hard
copies of the contract will be couriered to the buyer, whereupon the
buyer will sign, notarize and courier two originals back to the
seller and retain two original copies.
3. Within Five (5) Banking Days After The Final Contract Signature,
Buyer's Bank will issue a Non-operative Documentary Letter Of
Credit;
4. Within Five (5) Banking Days, Seller, upon approval of the
Non-operative DLC, will issue Proof Of Product and Performance Bond.
5. Buyer representatives visit various port/s of loading as applicable
at his cost.
6. Delivery And Shipment Shall Commence After The Fulfillment Of The
Procedure, Stated Above, As Per The Terms And Conditions Of This
Contract.
In witness thereof, the undersigned authorized representatives of the Parties
duly execute and make effective this ADDENDUM D to the CONTRACT NUMBER:
SELLER/XXXXXX/06/2006/UREA DATED JUN, 2006, with the intent to be legally bound,
on the day first above written.
ON BEHALF OF THE SELLER: ON BEHALF OF THE BUYER:
CHINA XXX XXXX RONEO CORPORATION PRIORITY INTERNAUT SERVICE
