SALES / PURCHASE CONTRACT FOR BAUXITE

 CONTRACT NO     : BAUX / VIT / 2302       

This contract is made on the date of : 30/01/2013Seller : Jayesh DoshiCompany Name : Vittrag OverseasCompany Registerd : MumbaiAddress : 202/203 Magi Manor,near Orlem Church,Malad-west, MumbaiRepresented By : Jayesh DoshiPosition : ProprietorMandates : Ami Vyas & Joseph Chacko Cecil V

  Here in after referred to as the SELLERS on the first part.

AND

Buyer Company Name : M/s Sunita Traders ( C/o M/s GIMEX )Company Registerd : TIN 21914400388Address : Main road, Bargarh, Sambhalpur,OdishaRepresented By : Divyanshu Dwivedi Position : Director

Here in after referred to as the BUYERS on the second part. 

This contract is made by and between the buyer and the seller whereby the buyer agrees to buy and the seller agrees to sell Bauxite on the terms and conditions as stated below:

CLAUSE 1:  COMMODITY                      Bauxite, in bulk.CLAUSE2:  COUNTRY OF ORIGIN           IndiaCLAUSE 3:  PORT OF LOADING  Port Redi, MaharashtraCLAUSE 4:  QUANTITY              50,000MT (+/- 10%)CLAUSE 5:  SHIPMENT              March 2013CLAUSE 6:   SPECIFICATION                   Al2O3            48% Min Rej. below 47 %

THA 42%Fe2O3      12 %TSiO2            4-6% MaxSiO2               5% MaxRsio2 4%Moisture   5% in Dry Weather 8-10% in Monsoon /Wet Season Size: 0 – 100 MM       Load Rate: 5000 Mt WWD SHINC

CLAUSE 7:   PRICE

INR 2,365 and taxes as applicable for local and interstate sale per wt Metric Ton FOB Port Redi, Maharashtra subject to price adjustment / penalty as mentioned in Clause No. 8.

CLAUSE 8:   BONUS, PENALTY AND PRICE ADJUSTMENT

If the shipment does not meet the chemical specifications set forth in Clause No.6, the price shall be adjusted in accordance with the respective parameter as follows, fraction pro-rata.

         For Al2O3:         If Al2O3 content is below 48% but up to 47%, penalty applicable at the rate of INR 55.00 PDMT for each 1% decrease in Al2O3, fraction pro-rata.  Buyer reserves the right to reject if AL2O3 content is below 47%  & if Al2O3 content is above 48% bonus applicable at the rate of INR 55.00 PDMT for each 1% increase , fraction pro-rata. 

         For TSIO2:         Penalty applicable at the rate of INR 55.00 PDMT for each 1.00% in excess of 6 % T SIO2 content , fraction pro-rata.  Buyer reserves the right to reject if TSIO2 content is above 5% & bonus applicable at the rate of INR 55.00 PDMT for each 1% decrease below 4% in TSIO2, fraction pro-rata.   

 CLAUSE 9:   WEIGHT DETERMINATION

Any Independent Surveyor (SGS or mutually accepted) duly appointed by seller shall conduct the vessel’s draft survey at the loading port in accordance with the international practice and shall issue a weight certificate stating the wet weight of the shipment. The dry weight shall be calculated by deducting the free moisture content and thus the Weight determined shall be the basis for making the Commercial Invoice.  The cost of such inspection at load port shall be at sellers account.

 Buyer may, at his own expenses, send their representative to evidence the loading quantity determined at loading port. 

CLAUSE 10:   SAMPLING AND ANALYSIS

 At the time of loading any Independent Inspection Agency (SGS or mutually accepted), appointed by seller shall take representative samples in accordance with the normal international practice. The method of sampling and analysis will be based on the standard methods.  The representative samples shall be subdivided into four portions and one of the portions shall be analysed to determine the percentage of parameter content set forth in Clause No. 6. The cost of such sampling and analysis shall be for seller’s account.  The analysis thus determined shall be the basis for making out the Commercial Invoice.

One portion of sample to be given to buyer’s representative at loading port. One sealed sample to be retained by seller as referral sample in case of dispute the analysis of same shall be treated as full and final for acceptance by both parties.

 Buyer may, at his own expenses, send their representative at Load port to be present at the time of such sampling and analysis.

 CLAUSE 11:   PAYMENT

Payment: 100% at sight Confirmed L/C from prime bank. 

Seller’s Banking details Buyer Banking detailsBanker : Deutsche bank fort Branch Banker : IDBIAccount : 000011543950019 Account : 0746102Tin : 27700536264 TIN : 219144003

A) Seller to furnish Performance Guarantee of 2 % for the total value of the contract.

CLAUSE 12:   DOCUMENTS

a)    Seller’s signed Commercial Invoice in triplicate.

b)    Full set of original Bill of lading (3 Negotiable + 3 Non negotiable copies) made out to order and blank endorsed and marked ‘freight payable as per charter party’ and notify party to be Buyer.

c)    Certificate of Origin issued by Chamber of Commerce and Industry.

d)    Certificate of Weight in 1 original + 2 copies issued by any Independent Survey (SGS).

e)    Certificate of Quality Analysis in 1 original + 2 copies issued by any Independent Inspection Agency (SGS)

f)     Advice of Shipment within 3 (three) working days after completion of loading of goods on board the vessel, the Seller shall advise the Buyer by fax or email full set of shipping documents.

CLAUSE 13:   CHARTERING OF VESSEL AND DISCHARGING TERMS

A.   Performing vessel shall be arranged by the Buyer.   Seller shall ensure of their local qualification as approved by Indian Government and the readiness of all documentation and arrangements for loading at load port, prior vessel’s arrival at loading port.

B.   Vessel to be nominated only upon converging complete cargo at load port and evidencing the Pre-shipment Inspection Report of this cargo. With Crane & grabs.

C.   NOR at load port to be tendered and accepted when vessel arrives at inner anchorage of load port      ATDN SHINC WIPON / WIBON / WIFPON / WCCON.

D.   All cargo related charges at the load port imposed by the port authority are to the account of the Seller.

E.   The seller shall agree for a guarantee loading rate of 5,000 MT PWWD SHINC. Dem/Des as per nomination.  Dem/Desp to be settled within 10 days after the completion of discharge.

F.    Turn time of 12 hours USC.  Lay time to commence 12 hours ATDN after tendering of NOR unless sooner commenced, actual time used to count.

G.   In case of any Stevedoring damages to the nominated vessel at load port, the Master of the Vessel to notify the Stevedore and to shipper for the necessary repairs within 24 hours from the occurrence of such damage, in writing.  If the damage cannot be repaired by the

stevedores, master has to try and obtain written acknowledgement of the damage and liability from stevedores.  And the master or their agent to notify Seller or their agent of such damage within 48 hours after the damage has occurred. Stevedores damages if any to be settled amicably between vessel owners/charterers and stevedoring company directly, failing which seller to remain ultimately responsible for the damages and any time lost thereby.

H.   Seller shall arrange for the master of its nominated vessel to give the Buyer 3 notices of the such vessel at the loading port, the first such notice to be given 5 days prior to such, the second to be given 3 days prior to such and the third to be given 24 hours prior to such

I. Notice of Arrival (N.O.A) loading port 10, 7, 5,3 and 1 (Ten, Seven, Five, Three and One ) day notices must be tendered. Buyer has the right to substitute suitable performing vessel of similar class for the agreed lay can. Such vessel to be nominated at least 10 days before the vessel) at loading port.

CLAUSE 14:   ADVISE OF SHIPMENT

Seller shall upon completion of loading, advise Buyer within 3 working days by Fax / Email with the copies of full set of shipping documents. 

CLAUSE 15: FORCE MAJEURE

If strike or labour disturbance, fire, riots, accidents, weather, war, embargoes, lack or shortage of transportation facilities, delays of vessel in arriving at the port of loading, failure of and delays of any other carried, order or regulations or acts of any governmental authority,  shutdown or interruption of Seller’s facilities for production or loading of bauxite, or any cause or contingency beyond the control of the Seller or Buyer with the exception of Buyer’s payment obligations, prevent or hinder or delay delivery by the Seller or receipt by the Buyer, this contract shall be deemed suspended so long as delivery by the Seller or receipt by the Buyer is prevented or delayed by such cause or contingency. The party affected by occurrence of an event of Force Majeure shall immediately advise the other in writing. 

CLAUSE 16:   NOTICE

All notice given under this contract shall be in writing or confirmed in writing and shall be addressed to the parties at the addresses set forth below or such other addresses as each party may from time to time notify the other:

Seller:   : Vittrag Overseas Company Registerd : MumbaiAddress : 202/203 Magi Manor,near Orlem church,Malad-west, Mumbai

Represented By Proprietor: Jayesh Doshi

Buyer :   M/s SUNITA TRADERS

Company Name : M/s Sunita Traders ( C/o M/s GIMEX )Company Registerd : TIN 21914400388Address : Main road, Bargarh, Sambhalpur,OdishaRepresented By : Divyanshu Dwivedi Position : Director

 Notice shall be served by actual delivery or facsimile and shall be deemed to be received either when actually delivered or when well received by recipient’s facsimile. Confirmation of notice shall be sent by airmail.

 A notice with respect to any change of address shall effective only when actually received. 

CLAUSE 17:   ADDITIONAL TERMS & CONDITIONS

All documents shall be prepared in English language.

1.         L/C to be opened fully operative by swift and no further confirmation required.

2.         Tolerances of 10% (Ten percent) more or less on quantity shipped and on letter of credit amount are acceptable.

3.         Charter party B/L is acceptable.

4.         Third party documents except invoice and draft are acceptable.

5.         Combined documents not acceptable.

6.         Partial shipment not allowed and Trans shipment not allowed.

7.         L/C value over drawn or under drawn due to quality adjustment allowed

8.         L/C to be subject to uniform customs and practice for documentary credits, ICC

publication No. 600. 

It is a fundamental term of this contract that the parties shall not disclose the terms hereof to any person, except in so far as disclosure is necessary for the effective performance by either party of these respective obligations hereunder. 

The undersigned parties hereby accept and agree to the I.C.C. provisions of non-circumvention and non-disclosure with regards to all parties involved in this transaction, additions, renewals and third party assignments with full reciprocation from the execution of this agreement. 

This product is offered for sale subject to this Agreement terms and conditions. Previous transactions, if any, between the Buyer and the Seller or their parties shall at no time reflect on the terms and conditions of this agreement and acceptance of the product by the Buyer shall be conclusive evidence before any court of law or arbitration that these terms and conditions apply.

 CLAUSE 18:   INSURANCE

Insurance is to be covered by buyer from the time cargo is loaded on board the vessel.   For this purpose seller shall advice buyer the name and the particulars of the vessel and the laycan before the shipment.  Seller shall also advice buyer by fax after completion of the loading of the particulars as called for in Clause No. 14 of this contract.  

CLAUSE 19:   ASSIGNMENT

Neither party may without the prior written consent of the other assign this contract or any of its right or obligations hereunder to any third party. Any such purported assignment shall be void. 

CLAUSE 20:   ENTIRE CONTRACT: MODIFICATION

This contract constitutes the entire agreement between the Seller and the Buyer concerning the subject matter hereof. All previous documents, undertakings and agreement, whether verbal, written or otherwise, between the parties concerning the subject matter hereof are hereby cancelled and shall not affect or modify. Any modifications of this contract shall be made by written agreement between the parties.

CLAUSE 21:   WAIVER

The failure of either party to insist upon strict adherence to any terms of this contract on any occasion shall be considered a waiver of any right there after to insist upon strict adherence to that term or any other terms of this contract. Any waiver must be in writing. 

CLAUSE 22:   GOVERNING LAW AND ARBITRATION

This contract shall be governed by and construed in accordance with of the English Laws.  All dispute in connection with this contract or the execution thereof shall be settled amicably by friendly negotiation between the two parties. If no settlement can be reached, the difference shall be submitted for arbitration in Mumbai, India. The arbitration shall be conducted under the Arbitration act and rules. All arbitration proceedings shall be conducted in English. The arbitration result should be final and binding upon both the parties.

 CLAUSE 23:   SEVERABILITY

The validity of remaining provisions of the contract shall not be affected by a court, administrative board or other proceedings of competent jurisdiction deciding that any provision or part of this contract is illegal, unenforceable, in conflict with any or contrary to public policy. In such even the parties, hereto shall, by amendment of to public act, properly replace such provisions by a reasonable new provision or provisions which, as far as legally possible approximate what the parties intended by such original provision and the purpose thereof. 

CLAUSE 24:   TERMS OF DELIVERY:

The date of the bill of lading shall be considered the date of the shipment and delivery. The shipment shall be as per agreement to this contract in accordance with the terms and conditions of the contract.  Terms and conditions of the charter party should comply with the terms and conditions as contained herein. Should any terms or conditions of the charter party conflict with this contract, the terms and conditions within this contract shall prevail.  All supervision charges at port of unloading are for the buyer’s account, and taxes of levies at port of loading are on the seller’s account.

 

CLAUSE 25:

 CONFIDENTIALITY AGREEMENT 

The Seller and the Buyer shall treat information provided by the other Party on a strictly private and confidential basis. The Seller and the Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third Party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law)           The Buyer and the Seller shall not use the confidential information provided the other Party in such a way as to Circumvent the other Party in the commercial dealings with any and all supplies and market Buyer’s and end users  under the Contract or do anything to circumvent the other Party in such a way as to put other Party at a commercial disadvantage with the suppliers or end-users countries under this Contract.

The Seller shall not use the confidential information provided by the Buyer in such way as to: Circumvent the Buyer in the commercial dealings with the consignee if introduced by the Buyer, or do anything to circumvent the Buyer in such a way as to put the Buyer at a commercial disadvantage with a consignee if existing.

The Seller and the Buyer shall keep each other fully informed about the progress of all current and future Contract negotiations and about the performance of the Contract.

The obligations of confidentiality of the Seller and the Buyer shall remain in force for the period of 5 (five) years from the date hereof. 

NON CIRCUMVENTION AGREEMENT :  

        The parties shall must not, in any manner whatsoever solicit or accept business from sources or their affiliates that are made available by the other Party to this agreement, at any time, without the prior written permission of the Party which made the source available.

        The parties shall maintain complete confidentiality regarding each other business sources or their identities and

shall disclose such only to named parties pursuant to express written permissions of the Party that made the source available.

          The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved

in any of the transactions the parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.

          The parties recognized the Contract to be an exclusive and valuable Contract of the respective Party and they shall

not enter into direct negotiations with such Contracts revealed by the other Party.           Neither Party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.

 In the event of circumvention by any Party whether directly or indirectly, the circumvented Party shall be entitled to   legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The

          Circumventing Party renounces to any right that he may have to claim a reduction of this amount.          The Buyer irrevocably binds itself to provide any and all documentation requested by the Seller, immediately

and without delay, in connection with the sale/purchase of the aforementioned GOODS.The Seller irrevocably binds itself to provide any and all documentation requested by the Buyer, immediately and

without delay, in connection with the sale/purchase of the aforementioned GOODS.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the date first above written.

Signed on 2013 For Sunita Traders

Divyanshu Dwivedi

For on behalf of seller. For on behalf of buyer.