Sales & Purchase Agreement

RF: Date: 00th December 2014

This contract made and entered into this 00 December 2014 by and between:

Between Seller:
Company address:
Fax:
Email:
Represented by:

Position:

And Buyer:

Company address:

Phone:
Fax:
Email:
Represented by:
Position:

The Buyer agrees to buy and Seller agrees to sell the under mentioned goods on the terms and
conditions stated below:

• OBJECT & DEFINITION

In this contract, the following terms shall, unless otherwise specifically defined, have the
following meanings:
• "USD Currency" means the Currency of the UNITED STATE Country freely Transferable, from and
payable to an External Account.
• "Metric Ton" means a ton equivalent to 1000 Kilograms.
• “LC” means Letter of Credit.
• “FOB” means Free on Board.
• “CNF” means Cost& Freight.
• “Commodity” means the Cargo, which is being shipped

• COMMODITY
Name of commodity: Bitumen 60/70).
Country of Origin: Middle East, UAE Contract Type: Term of contract for Twelve (12) Months from date
of signature by both parties.

• GUARANTEED PRODUCT SPECIATION

As per Appendix A

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• QUANTITY
Total Quantity 00,000 MT (----------------------------) ±5% with 00,000 MT in the first shipment and offered
price per metric ton is applicable only for the first month and the price will be negotiated on 20th of
every month for the following month supply.

• PRICING METHODOLOGY
• The price is ----------------- USD/MT and will be negotiated on 20th of every month for the successive
month cargo.
• The Pro---forma invoice will be issued by the Seller by 20th of every month for the successive month
Delivery and the workable letter of credit should be received in the seller’s bank account by the last
day of the month for the delivery of the successive month.
• The price is quoted exclusive for this contract only.

• DELIVERY
Loading Port: Any Port in Middle East
Discharge Port: ------------------------------ port
Inco Terms: CNF
Partial Shipment: Allowed
Trans- shipment: Allowed
Delivery Schedule: The cargo will be handed over to shipping line at the port of loading within 25-30
days after receipt of workable payment instrument. The first delivery will be in the month of XXX 2014.

• TERMS OF PAYMENT
• 100% Irrevocable, Transferable Letter of Credit at sight by any prime bank and as per the format
provided by the Seller OR Bank Payment Guarantee Hard Copy which can be confirmed bank to
bank.

• Above mentioned payment terms are applicable on each proforma invoice on individual basis.

• DOCUMENTS FOR LC NEGOTIATION

The following Documents shall be submitted for payment by Letter of Credit.
• Signed commercial invoices in one (1) original and two (2) Copies.
• Signed packing list in one (1) original and two (2) Copies.
• Full set of 3 Originals and 3 Copies of “Clean On Board” Bill of Lading.
• Beneficiary issued certificate of origin, UAE.
• Beneficiary certificate in one (1) original stating that the certificate of quality and quantity from an
independent inspection company.

• ADDITIONAL PAYMENT TERMS

• Five (5) percent more or less on both amount and quantity is acceptable.
• Document shall be presented within 21 days from the Bill of Lading Date.
• Freight Forwarder’s Bills of Lading and Third party Documents are acceptable.
• Bill of Lading originals will be held by the seller at the loading port which will be submitted to the
buyer’s bank for payment claims.

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BANKING INFORMATION
SELLER:
INTERMEDIARY BANK:
SWIFT:
ABA:
ACCOUNT:
BENEFICIARY’S BANK:
BANK MTATSMINDA BRANCH SWIFT:
BENEFICIARIE’S IBAN:
NAME OF BENEFICIARY:
BUYER:
BANK NAME:
BANK ADDRESS:
Account No:
SWIFT code:

All bank charges from the buyer’s bank related to this agreement are for the buyer’s account.

• SHIPMENT
The Seller holds the responsibility to load the cargo in to 20ft containers only and return these to the
shipping line in time as mentioned in Article (6). The Sellers should certify that the containers are cargo
and sea worthy and the containers are fully packed with Bitumen Drums to avoid drum movement
during sea/road transportation.

• PACKING – DRUM SPECIFICATIONS

Commodity should be shipped in New Steel Export Quality Drums (Sheet Thickness 0.5 MM Minimum)
painted in black. Net Weight of Bitumen in drum should be 180±2KG. The lids of Drums should be Tightly
Fastened to prevent any accidental opening of Lids/Leaking while loading in to containers / during sea
transport / unloading from containers / transportation of drums by road.

• WEIGHING, SAMPLING AND ANALYSIS

• Pre- Inspection shall be arranged by the buyer to verify the cargo at the port of loading or sellers
yard.
• The seller shall inform the Buyer before loading the cargo under the contract. The Buyer will send a
representative to the loading port to supervise and inspect the loading of the cargo under this
contract. The Buyer's Representative to follow the whole process of loading of the cargo under this
contract.
• The Buyer shall appoint the GEO-CHEM inspection agency at the loading port at his expense. The
GEO-CHEM report in the loading port should be available to the Seller within 4 Days from stuffing
date.
• The Report issued by GEOCHEM at the Loading Port will be Final and binding by all parties for all
conditions of the Contract.

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The Independent inspector from the appointed Inspection Company to perform the following inspection
at the load port,

• Product Quality/Quantity Report

The Independent inspector will be instructed to forward the Quality/Quantity report to the Buyer’s
office carried out as per product specifications mentioned in Article (3) above. A format of product
Quality/Quantity report will be forwarded at the time of appointment of independent inspectors.

• Drum Condition Report

The independent inspector will be instructed to report in detail on the conditions of drums in
accordance with Article (9) above, as per item (A) to (G) below:
• Drum used are new steel export quality drums.
• Drum sheet thickness is minimum 0.6mm.
• Drums are free from severe dents.
• Drums are painted in black
• Drum markings are prominently displayed by printing on the body of the each drum.
• Report certifying the average net weight of bitumen in a drum is 180±2KG.
• The lids of drums are tightly fastened to prevent accidental opening of lids/leaking while loading in to
containers / during sea transport / unloading from containers / transportation of drums by road.

• Condition of Containers
The independent inspector should certify that the containers are cargo worthy and the inside and
outside surfaces of containers and free of structural damages due to mishandling, corrosions and lack of
seaworthy protective coatings. The container undercarriage beams should not be damaged corroded.

• Confirmation of Container Weight

The independent inspector should certify the containers are fully packed with bitumen drums to avoid
drum movement during Sea/Road transportation. The Gross/Net weight of each and every container
and the relevant tally sheets at the load port should be certified by the independent inspector. A list of
containers indicating container number, Gross Weight, Net Weight, Liner seal numbers, Independent
Inspector’s seal number should be incorporated into Independent Inspectors Quality/Quantity report.

• Dunnage
Plastic sheets should be used (thickness more than 0.5 mm) as dunnage at the bottom of the container
to avoid damage to/cleaning of/replacement of container floor board of the container.

• APPLICABLE LAW
This contract will be governed by the laws of UAE/ Singapore.

• INSURANCE
After nominating the vessel, the Seller shall notify the Buyer the details of it in time. Then the Buyer
shall insure the Commodity at his own Expenses from the time of loading containers on to the Vessel.
The copy of the insurance documents should be sent to the seller.

• PENALTY
• The penalty will not be applied in case of early termination of contract by the Buyer or Seller due to
force majeure.

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• FORCE MAJEURE
Either party shall be relieve of these obligation and responsibilities under this contact if the performance
of this contract is wholly and partially prevented and/or related by act of god or any other cause or
causes beyond the control of either party, such as fires, floods, strikes, lock-outs, riots or civil
commotion, ban, epidemic, war, sanctions, Government restriction, the refinery’s overhaul and non-
delivery. Either party shall promptly give notice to the other party of any force majeure event effecting
its obligations under this contract along with documentary evidence such as a certificate of chamber of
commerce or any other competent authority connected with the cause within 14 days from beginning of
force majeure. If such a notice as well as the corresponding obligations and responsibilities of the other
party shall be received to the extent made necessary by and during the continuance of the force
majeure. Should the effect of the force majeure continue for more than 60 consecutive days, both
parties have a right to cancel this contract?

• ARBITRATION
All disputes, controversies, differences of claims which may wise between the parties, out of or in
connection within this contract, or for breach, termination or invalidity therefore, and which cannot be
settled by the parties in a amicably, shall be finally settled by arbitration in Singapore in accordance with
the law applicable to this contract is the UAE/Singaporean law. The language of arbitration is English.
The arbitration award will be final and binding both the buyer and the seller. All expenses incurred
during arbitration shall be for the account of loosing party.

• TITLE AND RISK

The Title with respect to Shipment shall pass from Seller to the Buyers when Seller receives payment
against the respective Shipping Documents as set forth in The Contract after completion of Loading on
Board the Vessel at Loading Port, with retrospective effect to the time of delivery of Commodity. All risk
of loss, damage, or destruction in respect of the Commodity shall pass to Buyer as the Commodity
passes the Ship’s rails at the Loading Port and gets discharged from the loading devices into the vessel.

• LICENSE, TAXES AND FEES

The Seller shall be Responsible for all Licenses, Fees and Taxes in the Load Port.

• ASSIGNMENT
Neither party may assign or transfer this agreement nor did any other interest herewith without the
prior written consent of the other party, which shall not be unreasonable withhold. Nonetheless the
foregoing provision, this agreement or any interest of the seller may be succeeded, assigned or
transferred in whole or in part without such a consent and any restriction from the seller to a new
company which my succeed a whole as parts of the assets of the seller as a result of its reorganization,
and for the purpose therefore, the buyers shall make its best efforts to take all necessary and proper
measures.

• NON---CIRCUMVENTION & NON---DISCLOSURE

The goods are offered for sale subject to the terms and conditions of this agreement. 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 goods by the buyer shall be conclusive
evidence before any court of law or arbitration that these terms and conditions apply.

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• GENERAL PROVISIONS
Amendments to the present contract shall be valid only if agreed in writing and duly signed by both Parties
(Seller and Buyer). Correspondence in the course of the ordinary administration of the Contract such as
but not limited to notification of anticipated delivery dates might be sent by Fax or Mail or E- mail. Notices
to invoke Arbitration or Termination of the Contract in terms of Contract shall be sent in advance Fax and
also through an International Courier Service and shall be deemed delivered on the evidence date of the
courier delivery.

The Language of the Contract and all Correspondence, Notices, Certificates, Bill of Lading shall be in
English. Where the document is not in English, an approved translation along with the original document
is to be presented.

The Contract is drawn up in 2(Two) ORIGINALS; each initialed and signed by the Seller and the Buyer on
every page and each one receiving 1 (One) original sets in return.

Liabilities towards each other are limited to the Penalties, Charges, Damages and Remedies expressly
stated in this Contract (except “rejection of cargo”). Neither Party shall raise any claim on the other for
Loss or Profit of Contracts, indirect and consequential losses arising under the Law of Contract or Tort
including negligence and breach of duty.

The Contract will initially be signed and exchanged between the Seller and the Buyer by Fax / Scanned E-
mail Copy and the Date of Fax / Email of the first signatory’s Copy shall be deemed to be the Signing Date.
The Faxed / Scanned E-mail copies shall be deemed originals until original texts are exchanged and signed.
Hard copies of the Contract are to be sent by Seller through an International Courier within 3 days after
the exchange of Fax / Scanned E-mail copies. The Seller and the Buyer must Sign and Stamp each Page of
the Contract.

If any provision of the Agreement is invalid, the validity of the remaining provisions shall remain
unaffected

• VALIDATION AND ALTERATION

This Contract shall become effective when the duly authorized representatives of Seller and Buyer sign
thereon. Any change, modification in or addition to the terms and conditions of this Contract shall
become effective when confirmed by both Seller and Buyer in writing.

• ENTIRE CONTRACTS
The Contract constitutes the entire Agreement between the parties and SUPERSEDES all prior
negotiations understandings and agreements whether written or oral. This Contract shall not be
modified, amended or supplemented, except by an Instrument in writing duly executed by each of the
Parties hereof.

• SHIPPING TERMS AND CLAUSES

All other Shipping Terms and Clauses not included in this Contract shall be as per the Shipping Company
Agreement. All Demurrages and Dispatch in the Load port are at Seller’s Account and at the Discharge
Port at the Buyer’s Account.

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• OTHER TERMS
Latest edition of Inco terms 2000 for CNF contracts in case of its conflict with above clauses in this
contract are valid.
This contract is prepared on X XX September 2014 signed, exchanged legally binding both the parties
and the contract is valid for one year from the date of signing the contract.

APPENDIX A
Specifications of Bitumen 60/70
Particulars Grade 60/70 Test Method
Specific Gravity @ 25/25 C 1.01 - 1.06 D-70
Penetration @ 25 C 60 - 70 D-5
Softening Point C 49 - 56 D-36
Ductility @ 25 C 100 Min D-113
Loss on heating (wt) % 0.2 Max D-6
Drop in Penetration after heating % 20 Max D-6 & D-5
Flash Point C 250 Min D-92
Solubility in CS2 (wt) % 99.5 Min D-4

Stamp & Signature of Seller Stamp & Signature of Buyer

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