Enerjik's Draft Contract for Sale & Purchase or Service (EDC)

ENERJIK's Draft Contract for Sale & Purchase or Service (EDC)

CONTRACT REF:
DATE:
SELLER / BUYER:
BUYER / SELLER:

Commodity:
QualitySpecifications: The product should be of good merchantable quality of the agreed contractual description at the time and place of loading / shipment / delivery.
Quantity: .............................................................. Metric Tons, +/- 5% or 10 % at Seller’s option and at contract price.
Shipment Period: ......................................................................................................
Delivery (INCOTERMS 2020): EXW, DAP, DAF, FOB, C&F, CIF .................................................................... Point / Port.
Quality / Analysis: Quality Control to be effected by a First Class FOSFA / SGS / Supervision Company surveyor appointed and paid by the Seller. One set of these samples should be sent to Buyer. However, results as per Seller’s Surveyor’s Certificate to be final and binding for both parties.
Payment: Buyer will pay 100% of the cargo value against scanned/faxed copies of documents (and after receiving Original Health Certificate and Original Ingredient Certificate) and within 1 working day after and in any case before breaking bulk. In case Seller do not present copy of documents and send the Original Health Certificate and Ingredient Certificate for payment prior arrival of the vessel, so not enabling Buyer to pay, delay in discharge will be for Seller’s account.
On receipt of 100% payment, original documents (other than the documents carried on the vessel) will be released and dispatched to the Buyer by fast courier mail service as per Buyer’s instructions. Airway Bill Copy to be faxed to Buyer immediately following dispatch of documents.
Evidence of Payment is the Buyer’s bank swift copy.

Seller to provide following documents:
1.    3 original Commercial Invoices indicating CIF Value of the Goods, Description, Quantity, Custom Code, Unit Price, Shipper / Exporter and Country of Origin.
2.    3/3 "clean on board" Bills of Lading original, marked "FREIGHT PREPAID", + 3 non-negotiable copies.
3.    Certificate of Origin issued by local authorities in 1 original + 2 copies.
4.    Health Certificate issued by official authority marked "Fit for Human Consumption" in 1 original + 2 copies.
5.    Non-Radioactivity Certificate issued by a FOSFA / SGS / Supervision Company in 1 original + 2 copies.
6.    Weight Certificate issued by a FOSFA / SGS / Supervision Company in 1 original + 2 copies.
7.    Certificate of Analysis issued by a FOSFA / SGS / Supervision Company approved Laboratory in 1 original + 2 copies (indicating results of contractual specs of the commodity).
8.   Insurance Certificate issued at Buyer’s Name, covering 110% of the CIF Value of the Goods, covering All Risk Cargo Clause A and War Clause.
9. Ingredient Certificate issued by Seller, Signed and Stamped on their Company’s Letterhead Paper certifying the goods loaded are 100% and stating Notify Details, Commodity, Quantity of Shipment, Loading and Discharging Place, Shipper Details, Origin of the Product and Relevant Invoice Number and Date, which also mentioning Packing and the Quality Specification regarding in the “Quality Clause of this Contract.
If Original Health Certificate, Original Ingredient Certificate are not available on arrival of the vessel at discharge port, and in case vessel fails into demurrage because of the time passed until arrival of these documents, demurrage will be for Seller’s account.
Legalization of documents (if required by Buyer) shall be born for Buyers time and account and not for payment (non-legalized copies to be presented and sufficient for payment). Third party documents (except commercial invoice) and E-Certificates are acceptable.
Seller confirms that they have no connection such as demurrage payment or any other cost with the ship-owners and any influence after receiving the payment of the goods from the buyer on sampling / berthing / discharging procedures.
Seller confirms that once payment is effected by Buyer, Shipper and Charterer have no objection, defenses, claims or any other rights to deny release of goods.
Discharge Rate: Buyer guarantees to discharge vessel at his risk and expense at a rate of ............... MT per running hour, Saturdays, Sundays and holidays included. Lay time to count 6 (six) hours after tendering notice of readiness during official working hours (from Monday at 08:00 hours to Friday at 17:00 hours) WIPON, WIBON, WIFPON, WICCON. Provided d/a is in line with official tariff.
Vessel's Agent at Discharging Port at Buyer's Option.
Demurrage / Despatch: As per charter party, free despatch. Any demurrage at discharge port due to payment delay for Buyer's account. Demurrage settlement to be made within maximum 30 days after discharge. Once vessel is on demurrage, all exceeding time to count as demurrage.

OTHER CONDITIONS:
Cargoes clean unleaded and not to be in “banned list of immediate previous cargoes”.
Partial cargo and transshipment is / not allowed.
All export duties, -taxes, -levies etc., present or future in country of origin shall be for Seller's Account.
All import duties, -taxes, -levies etc., present or future in country of destination shall be for Buyer's Account.
The shipping documents shall be issued in accordance with Buyer’s documentary instructions which shall not contradict to the regulations for issuing of the documents of the country of origin.
Detailed final documentary instructions to be advised upon vessel nomination but latest 3 working days before vessel arrival at loading port. Any time lost due to the delays with presentation of documentary instructions from Buyer will be on the Buyer's Account.
Drafts of shipping documents to be confirmed by Buyer within 1 working day. Should Buyer fail to confirm the drafts, documents will be issued based Documentary instructions presented drafts without any negative consequences for Seller.
Original of the Health / Sanitary Certificate to be in port of discharge before discharging. Health Certificate must be issued by Governmental Authorities.
Considering Insurance and War Clause Insurance are not covered until vessel has passed Bosphorus, then risks on cargo will stay with Seller until vessel has passed physically Bosphorus within Marmara Sea.
Vessel: Suitable to carry the product.
Special Terms: All Bank Fees in Buyer’s Bank to be for Buyer’s, and all Bank Fees in Seller's Bank to be on Seller's Account.
General Conditions: All terms and condition, when not conflicting with the above, as per Contract including extension and arbitration clause, with arbitration in Türkiye, of which the parties admits to have knowledge and hereby accept.
Title / Risk: Title to the Product shall not pass until Seller has received 100% payment for the Product in accordance with the Contract.
Compliance: Buyer complies with all Turkish Economic Sanctions Laws relating to transactions with restricted countries, persons or entities, including money transfers related to such transactions and restrictions against dealings with blocked / prohibited persons (the “sanctions laws”).
Seller agrees that the goods will not originate from a restricted destination, person or entity, or be transported on a vessel or by other carrier owned, operated, flagged or chartered by any country, person or entity, which may cause Buyer or a person subject to the jurisdiction to be in violation of or be penalized by the sanctions laws.
Buyer has the right to reject at any time(s) any restricted country, vessel, person or entity and Seller will be liable to Buyer for any costs, expenses, damages and delays arising as a result. Additional information is available from Buyer upon request.
The goods shall not be shipped on any vessel which is flagged and/or owned and/or controlled by and/or howsoever related to Cyprus. Moreover, should any Company, which is mentioned on any Documents under this contract, whether it’s/they’re shipping document(s) or not, is related to and/or linked with Cyprus shall not be accepted as Shipper and/or Exporter and/or Seller.
Anti-Boycott: Buyer is subject to Turkish laws and cannot co-operate with, agree to or comply with any terms or requests, including documentary requests, which contravene or are prohibited or penalized under Turkish Anti-Boycott laws or regulations.
Confidentiality: This Agreement is confidential and shall not be disclosed, except to Appropriate Governmental Entities or to the extent, that one Party is required by law to disclose this Agreement, unless otherwise agreed in writing between the Parties.
Assignment Clause: Neither party shall assign, transfer, charge or deal in any other similar manner with this Contract or its Rights or any part of them under this Contract, or purport to do any of the same without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
On behalf of the Seller / Buyer:                                                           On behalf of the Buyer / Seller:

Note: Confirmed EOPO is valid until completion of related ongoing Contract(s) or until written confirmation of cancellation of both Parties !

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