You are on page 1of 8

MODEL DE CONTRACT Nr.

12 AUTOR: ROMUL PETRU VONICA SAMPLE OF EXPORT CONTRACT FOR METALIC PRODUCTS
..................................... ........... SELLER: MEI, Registered under no. ............. Country ......... FINANCE MINISTRY, legally company) ......... represented by ........ .......... on the basis of ................. And by operating ..................... on the basis of STATE ............... .................................. on of ......................... Notify Means of transport Loading port Discharging port destination Marks Paking Final Goods description, quality, dimensions Delivery conditions and discharging Payment Delivery date Inconterms 1999 Insurance on account Goods control on account U/M Quantity Price Total value Contract Nr. Contract Buyer's reference Data ________ Buyer Company: Adress ............. (Description of the registered in the Commerce Register under no. ..... existing and in accordance with laws of the ............... Represented by ............. as ............... the basis

The Seller and Buyer have concluded the present contract for selling-buying of above goods. Terms and conditions printed on the 2 - 4 to belong to the present contract. SELLER, Represented by, BUYER, Represented by,

1.a. The Seller is entitled to deliver the goods wit ha quantity tolerance of +/5% on each size/on the total. Payment to be made for the quantity actually delivered. b. Partial deliveries allowed. c. Other remarks ....................................................... 2. The quality of the goods shall be supported by a certificate of quality, issued by the producing mill or the Seller, in accordance with the applicable specification.

Atmospherical rust allowed. Other remarks .......................................................... 3. Unless otherwise stipulated, the packing shall be the one which is currently made available by the producer in the Seller's country. The packing cost are/are not included in the price of goods. Other remarks .......................................................... 4. Terms of payment The payment shall be effected by a documentary, irrevocable, transmissible L/C, confirmed by a third Bank accepted by the Bank .............., opened by Telex/letter in favour of ......................, strictly in accordance with the contract clauses allowing for partial deliveries, transhipments andT/T reimbursements. L/C shall be opened minimim 45 days prior to the time of delivery allowing for 60 days for shipment and minimum 15 days thereafter for negociation. The L/C shall be gouverned by, and interpreted in accordance with, the terms set forth in the publication (Brochure) 400/1983 of the International Chamber of Commerce in Paris. All expenses and commissions regarding the opening and utilization of the L/C shall be on Buyer's account. In case amendments to the L/C will be necessary, the exepenses incurred with such amendaments. L/C shall be paid at sight against presentation of the following documents, in accordance with the contractual previsions: - commercial invoice in .... copies; - specification of goods delivered (packing list) in .... copies; - certificate of quality issued by the producing mill or by the Seller in .... copies; - insurance policy (for CIF deliveries) issued to order of the Seller and endorsed to the order of the Bank ................., in .... copies; - transport documents: full set of .... original B/L, CLEAN ON BOARD, issued "To Order" and endorsed to order of the Bank ............... Charter Party Bills of Lading acceptable, partial deliveries allowed, atmospherical rust permitted; or River Bill Lading; or Duplicata of the International Raidway Bill/Airway Bill; or "Prise-en-charge" (Warehouse) certificate; - copy of the advising telex (cable) sent by the Seller to the Buyer. Failure to open the L/C in time and striclty in accordance with the contract terms (irrespective of the reasons) shall entitle the Seller to request and apply a penalty of ....% on the corresponding value of the goods until such time the L/C is opened in accordance with the contract. In case the opening of the L/C is delayed by more than 15 days, or the L/C is not in accordance with the contract terms, the Seller is entitled to postpone/stop/cancel the performance of the contract and the Buyer shall be liable for all the expenses incurred due to the delay in the/or erroneuous opening of the L/C including dammages/interest cost thus incurred. Other remarks ..........................................................

5. The goods are deemed to be delivered by the Seller and received by the Buyer: a. Quantitywise: according to the weight shown in the documents of transportation (and in the certificates of inspection issued by O.C.M. for the maritime deliveries) or in the warehouse certificate; b. Qualitywise: according to the certificate of quality issued by the producing mill or the supplier; c. delivery condition ________________ according to INCONTRMS 1980; d. Time of delivery: the delivery is deemed to have been made; - for railway deliveries; at the date of the stamp applied to the Railway Bill by first loading railway station; - for sea deliveries: at the date of the Sea Bill of Lading or "Prise-en-charge" Certificate or River Bill of Lading; - for auto-deliveries: at the date of the stamp applied to the Roadway Bill by the Forwarding Agent or the Romanian Company for International Transportations; - for air-deliveries: the date of the Airway Bill of Lading. e. The proof of delivery - according to the abovementioned documents. f. Forwarding addresses: In special case, where by the date this contract is concluded, the forwarding and destination addresses are not agreed upon yet, the Buyer shall advise the Seller by cable/telex latest 30 days before the delivery time, the forwarding addresses, either through the Forwarding Agent or directly to the Seller. Otherwise, the Seller may store the goods on the Buyer's risks and expenses or he may extend the time of delivery. The goods shall not be stored for more than 60 days. Thereafter, the Seller is entitled to sell the goods elsewhere and the Buyer shall bear all losses thus incurred such as difference in the price, storage charges, etc. g. Delivery notification: the Seller shall advise the Buyer telegraphically, within 72 hours from the delivery date, the following shipping details: contract number destination rail-car no., barge no., ship's name, delivery/loading date, goods description, number of parcels, gross/nett weight, goods' value. 6. Transport a. In case of C and F F.O or CIF F.O. deliveries, the discharging costs are on the Buyer's account and the latter shall secure a safe harbour and berth, with a proper draft. The demarruge at the discharfinf port shall be on Buyer's account and shall be paid by the Buyer to the seller within 10 days from date of submission of time sheet. Terms of unloading as follows: - discharging rate ____ m.t./hatch WWD SHEX or FHEX unless used, all the time used counting as laydays time; - waiting time for berth counts as laydays time and is governed by the contract exceptions regarding the lay time; - the time begins to count as per GENCON 1922 terms as revized in 1976; - demurrage ____ US/m.t. loaded free despatch for ships with ___ holds.

b. For C and F Liner Terms or C.I.F. Liner Terms deliveries the discharging expenses are on the Seller's account and any time spent by the ship at the unloading port over a reasonable time of ___ days is to be considered as a ship's detention and shall be on Buyer's account. c. For F.O.B. deliveries, the Buyer shall put the ship at Seller's disposal ready for shipment at the date the goods are availlable in the port, as per the advising telegrame sent by the Seller 20 days before the date of goods availability in the loading port. Before chartering the ship firmly, the Buyer shall give the number of hatches, sizes of hatches as well at the number and capacity of lifting equipments, possible obstacles in the holds if any, corridors, (tunels) loading rates, rate of demurrage/despatch, to be accepted by the Seller. In case such details are not agreed upon, the Seller reserves his right to refuse the ships or to operate them in accordance with the port regulations in the Romania, in force on the respective date and any subsequent claims on the part of Buyer or Owner of the ship chartered by the Buyer shall not be taken into consideration. Should the Buyer fail in the port to ensure ships at the date of goods availability in the port, the storage fees until the date the goods are loaded on board the ship shall be on Buyer's account and the Seller shall have right to present to the Bank - instead of the original Bill of Lading - a "Prise en charge" Certificate providing that the goods under this contract are stored on the pier at Buyer's disposal, on his risks and expenses. Should the Seller fail to obtain payment of the goods based on the Price-encharge document within 30 days from the date of tis issuance, the Seller is entitled to sell the goods elsewhere and the Buyer shall as difference in the price, storage, changes, etc. d. For deliveries "free Romanian border" or "free other countries border", the Buyer shall cable advise the Seller, at least 30 days before the date of delivery, the addresses to which the goods are to be delivered. The time of delivery may be deferred by the same number of days that the instruction for transportation were delayed. Other remarks .......................................................... 7. Reception of the goods a. Reception as to quantity. Goods are considered to be taken over according to the quantity on the basis of the figures indicated in the Bill of Lading, Railway Bill. b. The quality can be accepted by the Buyer directly at the producing mill or in the ports before the goods are delivered/loaded, through his authorized representative or through the Goods Control Office attached to the Chamber of Commerce and Industry of Romania, on Buyer's order and expenses. c. The goods taken over as per points a - b can not be subsequently claimed, the Seller remaining liable only for the hidden defects.

d. Other remarks ....................................................... 8. Claims Claims can be filed exclusively by the Buyer that is party to this contract. Claims can be filed only after the goods have been fully paid and the Buyer is not entitled to refuse such payment on the grounds that he has claims against the goods. a. Quantitywise Claims can be filed within 30 days from the goods arrival at the port of destination or the railway station and must always be accompanied by the following documents: - inspection certificate, issued by a neutral and internationally accepted organization, proving that the goods did not arrive at destination, documents proving the goods have been delivered/taken over, scale receipts bills. The Buyer has the obligation to announce the short/shipment, if any immediately when found. Within 30 days from the date the complete claim and the necessary substantiating documents have been received, the Seller shall advise the Buyer his point of wiew. The Seller can ask to inspect the goods. The Buyer has the obligation to put the goods claimed at Seller's disposal, or they can be used only after the Seller's aproval. The settlment of the claim is conditional upon the proof by the Buyer that he claimed/acted first against the transportation company and/or insurance company or to other liable authority and that he could not win the case. b. Qualitywise Quality claims can be filed within 60 days from the date of the goods arrival at destination (port or railway station) based on the following documents: - inspection certificate issued by a neutral and internationally recognized organisation (accepted by the Romanian Insurance Co.-ADAS-for C.I.F. deliveries); - analysis report issued by an authorized neutral laboratory, photos, samples, proof of goods arrival at destination. Claims that have been filed without substantiating documents or that have been filed after abovementioned deadline shall not be deemed as justified claims and as such shall not be taken into consideration. The goods claimed shall be kept at Seller's disposal in order to be inspected. The Buyer has the obligation to file the claim immediately after the defects are found and the quantity thereby affected is determined. Within 30 days from the date the claim and the substantive documents have been received, the Seller shall advise the Buyer his point of view. The Seller has the option to settle the claim, by replacing or repairing the goods, by paying a certain allowance or by other such means of settlment. Claims by subbuyers shall not be considered as proofs. The claim for a part on the goods shall not entitled the Buyer to refuse receiving the other quantities, unless the Seller specifically agrees thereto.

9. Force Majeure Force Majeure represents all elements and/or circumstances beyond the control of the part invoking the Force Majeure that are unforeseen, unremouvable and arrive after the contract has been concluded, thus preventing or delaying, totally or partially the fulfilment of the obligations deriving from this contract. Should such a Force Majeure circumstance prevents or delays, entirely or partially, the performance under the contract, the contractual party affected thereby shall be exempt of his obligations for the period of the time during which this performance has been prevented or delayed by the Force Majeure circumstances. The party invoking the Force Majeure has the obligation to notify by telex to the other party, within .......... Days from the date the Force Majeure appeared the existence of the Force Majeure and the date when it started. Moreover, within ...... days that party shall send a supportive document issued by the Chamber of Commerce, which shall confirm to the reality and accuracy of the date and circumstances of Force Majeure. The same procedure and deadlines shall apply in connection with the ceasing of the Force Majeure circumstances. Should the party invoking the Force Majeure circumstances fails to send the notifications and confirmations mentioned above, that party shall remain responsible for all dammages caused to the other party, for failing to prove the Force Majeure circumstances. The parties will immediately consult with each other and decide on the steps to be taken to preserve their interess and to limit the effects of the Force Majeure circumstances. The existance of the Force Majeure circumstances shall not release the Buyer from his obligation to make the payment of the amounts. For any delay and/or failure to fulfil the contractual obligations, as a result of the Force Majeure circumstances, no penalties, interests or compensations will be requested, if due to Force Majeure circumstances, one of the parties is prevented from fulfilling entirely or partially his contractual obligations during the period of over ..... days; in this case, any party will be entitled, unless otherwise agreed upon, to cancel the contract by a written notification addressed to the other party. The parties will establish the consequence of the cancellation in accordance with their will and/or the previsions of the law that governes the contract. 10. Arbitration Any dispute that may arise out of the conclusion interpretation or execution of this contract, and which can not be settled by amicably, shall be submited to the Arbitration Commission attached to the Chamber of Commerce and Industry of the Romania in Bucharest, unless the agreements between the governments of the parties provide differently, in accordance with its regulations, or to the Court

of Arbitration of the International Chamber of Commerce in Paris, according to the rules of that Court which will arbitrate in a panel of three arbitrators. The dispute shall be settled in substance based on the provisions of the contract and the applicable law. The award of the Court of Arbitration shall be binding and final. The parties to this contract hereby commit themselves to execute the award unconditionally and without any delay. 11. Other terms a. The Buyer has the obligation to obtain the import Licence in such a way that will allow the exact and timely fulfilment of the contract obligationas, in order to avoid the payment of damages. b. Filling of claims in connection with the quantity or quality of the goods delivered shall not entitle the Buyer to refuse the total/partial payment of the contract goods, to refuse on his own to take delivery of the goods or/of the subsequent deliveries. c. Seller reserves title on goods untill such time that their full value is paid to him. If the Buyer fails to pay to the Seller the full value of the goods contracted and delivered, the Seller shall have the right to retain from the accounts receivable the amounts owed him or to execute the Bank guarantees or any other kind of guarantees that may have been given to him, or to pursue the debitor in any of his assets or real estate, irrespective of their location and to take any other steps that he considers necessary. d. In case of contract of sale on a commission basis, whereby the Buyer will realize an income on the territory of Romania, then, in accordance with the previsions of the Decree 276/1973, the Romanian state will retain on this income a tax of 15% and the commission agent will receive the balance of 85% . If between the countries of the two parties to the contract a Convention to avoid double taxes has been signed and is in force, the provisions of such a Convention shall be taken into consideration when the taxes as per Decree 276/1976 will be applied. e. The Buyer has/has not the right to reexport the goods that constitute the object of this contract. f. This contract will become valid and enforceable only upon its confirmation by the Romanian party within ...... days from the date of its conclusion. g. All correspondence between the parties to this contract, following its conclusion will be exchanged in the language used in the contract or, in special cases, in a language largely used in the international trade. h. No amendament can be made to this contract unless they are made in writing and with agreement from both parties. i. Any correspondance or discussions, prior to the date when this contract is signed, that are countrary to the provisions of this contract are deemed to be null and void.

j. The contract has been concluded through the company ............ ...../Mr .................. headquarters located in who acted as .................. based on ....................... Concluded in ............. on .............. in the .............. language, in ..... copies, all of them having the same authority.
SELLER represented by ............... by ............... Place and date ........ ....... date ............... BUYER represented Place and

---------------