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DRAFT TEXT COPY OF THE CONTRACT AGREEMENT BETWEEN

BUYER COMPANY NAME & ADDRESS


STE INTERCONTINENTAL MERCHANT TRUST SARL
123 (A) ZONE DES AMBASSADES
06 BP 7790 COTONOU PK 5
REPUBLIQUE DU BENIN. WEST AFRICA

(Hereinafter referred to as……BUYER………).

 (Hereinafter referred to as………SELLER…………).

Article – I: Definitions

1.1 Contract :
The contract, or this contract, shall mean this document as originally executed,
modified, amended or supplemented from time to time. (A 100% owned company
of the (sellers company name) having its Registered Office at INDIA, shall be
termed as the “Foreign Supplier/Contractor”.

1.2 Contract Item :

CEILING FAN as the prescribed in the approved Preformed Invoice issued


to us from your Company dated 04 may 2015

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1.3 Quantity:
The maximum quantities set forth as in conformity to stipulate standard
vis-à-vis invoice shall be the invoiced mentioned quantities, as per the
product.

1.4 Contract Value:

The value of this contract is USD385,500 (three hundred and eighty five 


thounsand five hundred Dollars Only as per confirmation in the said
approved Preformed Invoice for the long term Contract Project, as
agreed with both parties.

1.5 Payment:
The payment of the cost price due hereunder is the responsibility of BUYER, and
will be duly paid by BUYER to the bank account of SELLER. or other designated
account which shall be agreed to by the parties hereto.

1.5.1 Mobilization of Payment


The Contractor shall be mobilized with an up-front payment (as an 
incentive to allow for a speedy  production commencement), Advance of
the 70/30%Telegraphic Transfer payment of the total contract
Invoice value to be drawn and executed on American or any of the
European/African Prime Bank shall be transferred to the nominated
bank account of SELLER., after signing the contract as endorsed by
both BUYER and SELLER., through a hired residence
Government International Lawyer from Benin, so that full
production and partial delivery will commence immediately.

1.5.2 Upon the signing/legalization and receipt of this Contract


Agreement, the foreign contractor shall receive advance 70%

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payment of Contract Value up-front from BUYER, before the
delivering of goods, and payment will be made by Telegraphic
Transfer (T/T) of L/C at sight into the Contractor’s designated bank
Account, which they shall confirm by seller before production while
the remaining 30% shall be paid upon buyer receive all shipping
documents.

1.5.3 The payment of BUYER shall contain, among other things, such
clauses to the effect that should SELLER. fails to deliver the goods
or services for which it is paid for on the total value of the Invoice
there should be a refund of the principal together with the interest
of 1%.

1.5.4 The above payment without exceptions shall be directed through


from BUYER Bank in Benin to the Bank of  SELLER  as indicated in
the Contract Invoice and these shall be possible upon seller visit Africa in
person for signing of the contract hard copy.

Article – II: Effective Date & Term

2.1 This contract shall be effective from the date it is signed by the parties
(namely, BUYER & of  SELLER.) and or assigned thereafter, and shall
commence on the date of the first day as soon as payment is received by
SELLER. in full. The expiry date of this contract shall be after the buyer
received all shipping documents and buyer made full deposit of payment
of the first total invoice value.

2.2 By these agreement between BUYER and SELLER, this contract may be
extended subject to conditions that shall be mutually agreed to but prior
to expiry of the term of this contract. Either party may notify the other of
its wish to extend the terms of this contract. The parties shall then
promptly negotiate the terms of such extension.

Article – III: Risk of Title

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3.1 Risk of title of the goods and services shall pass from SELLER to BUYER
on presentation of relevant Shipping Documents & Commercial Invoice to
SELLER Corporate Office.

3.2 Terms of delivery considered in this contract are to be agreed between


BUYER Corporate Office and SELLER for any particular shipment and
shall relate to the interpretation of INCOTERM 2000 with subsequent
amendments.

3.3 CIF term of delivery shall be applied, and BUYER allowed 12 calendar
Months to deliver all the products after SELLER. have received the full
payment covering the whole contract order quantities. But the
Contractor/Supplier, have no problem, if they can complete the shipment
before the interval, provided they have the capacity to meet up with
delivery of goods at certain level.

Article – IV: Warranties & Representations

4.1 Buyer’s Warranty :

4.1.1 The funds that are allocated for this transaction are good, clean,
and non-criminal origin and under SELLER exclusive control.
Furthermore, the allocated funds are committed with full bank
responsibility to fulfill this contractual obligation.

4.1.2 This signatory, whose endorsement appears below, is acting with


full authority and the direction of SELLER by its Board of Directors.
Furthermore, BUYER is the principal in these undertaking whose
duties are performed through the Corporate Office and is acting for
on behalf of the customers or other party.

4.2 Contractor’s Warranty:

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4.2.1 SELLER specifically represents and warrants that in pursuant to
the terms and conditions of this contract, it has legally made
available for sale and delivery to BUYER (via her Corporate Office in
Benin) the required goods and services as prescribed in the terms of
agreement herein as above in article ( 1.2.2).

4.2.2 The signatory, whose endorsement appears below, is acting with


full authority and at the direction of the company by its Board of
Directors; furthermore, the said company is the principal in this
undertaking.

4.3 Non-Circumvention:

4.3.1 This contract incorporates the rules of non-circumvention act


established by International Chambers of Commerce Paris, France
which rules are made a part hereof by this reference.

This understanding shall survive the termination of this contract


and remain in full force and effect for a period of 1 years interval
from the date hereof.

4.3.2 Except as may be required by applicable Statute, Regulation or process of


the law, all information exchanged between the parties are of high relevance and
shall be applied in the cause of this transaction when necessary, duly on
authority.

4.3.3 Once fully executed, this contract shall not be reproduced in any manner
Whatsoever, except on a need to know basis.

4.4 Force Majeure:

4.4.1 This contract shall be subject to the rules of Force Majeure


established by the International Chamber of Commerce. Further,
should any act of GOD, War, Insurrection or Civil disobedience
occur in any country where this contract is being carried out, in
whole or in part, thereby making performance by one or both
parties impossible, then this contract shall become null and void
unless otherwise agreed.

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4.5 Time for Performance:

4.5.1 The parties (BUYER & SELLER.) acknowledge and accept present


real time standards for the delivery of the funds and products as
being agreeable for the performance obligations set forth in this
contract, provided however, both parties acknowledge and agreed
that

(i) their timely performance as specified under an article,


herein, is an absolute condition of this contract and

(ii) failure in such performance may 


(a) render this contract null and void at the election and in
the   sole discretion of the party not in default and 
(b) Shall   immediately   subject   to   the   defaulted   party   to   a
claim for liquidated damages as set forth in article herein

4.6 Arbitration:

4.6.1 In the event of dispute concerning any aspect of this contract,


including breach or alleged breach hereof, the parties (BUYER   &
SELLER.) agreed to have the dispute arbitrated in either LONDON -
ENGLAND, or in PARIS - FRANCE and the International Chamber of
Commerce rules on reconciliation and arbitration to be determined
in accordance with said rules.

Upon execution, this contract shall become a legal binding


obligation upon  BUYER and SELLER offices, successors, legal
representations and assigns.

The parties making this contract do so with the knowledge and full expectation
that default by either party shall result in the payment of liquidated damages as
specifically provided therein.

Article – V

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5.1 Notice
Any notice to be given hereunder by either party to the other shall be
effected in writing and delivered by

(i) Courier 
(ii) Postage paid certified mail 
(iii) Telephone Calls 
(iv) Tel/Fax message notices 
(v) Email messages.

Notice shall be deemed delivered upon electronic transmission and in all


events.

5.2 Reference & Codes:


All documents relating to this contract and all communications between
banks shall clarify references and codes designated and assigned herein,
the said codes shall not be changed or altered for the duration of this
contract.

5.3 Counterparts:
This contract may consist of one or more counterparts, all of which upon
execution shall constitute one of the same instruments. The parties
acknowledge that a Tel/Fax copy message or notice of this contract may
be signed by each party at different places and at different times. All duly
endorsed and acknowledge Tel/Fax documents shall be considered as
original documents and shall constitute binding and enforceable
instruments.

5.4 Amendment:
No verbal representations, warranties, or statements by third parties shall
have any force or effect upon this contract whatsoever. Any modifications
or amendments to this contract must be made in writing and signed by
both parties and witnesses or attested thereto.

5.5 Assignment:

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There shall be no assignment or transfer of this contract by either party
without express written consent of both parties.

5.6 Severability:
This contract shall be sever-able in the event any provision shall be
adjudged invalid, illegal or unenforceable. This contract shall be
constructed and interpreted without regard to any such invalid, illegal or
unenforceable provision.

5.7 Term:
This contract shall remain in full force and effect until
(i) The entire transaction is consummated, or 
(ii) This contract is terminated by the mutual agreement of both parties, or 
(iii) This contract is rendered null and void, pursuant to the terms herein or
due process of law

5.8 Binding Agreement:


Upon execution, a copy of this contract, it shall be duly lodged in each
party’s respective bank, and appropriately receipted by their banks.
Furthermore, the Foreign Supplier/Contractor (SELLER) shall be fully
responsible for Lawyer handling charges while the Official Registration of
the Contract Agreement Hard copies at the Ministry of Trade & Foreign
Relation in Benin, after it has been fully signed and Legalized at the High
Court of Benin be handle by (BUYER).

5.8.1 This contract supersedes all previous agreements, oral and written,
made by, or on behalf of the parties hereto with regard to the
transaction referenced by the codes.

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Article – VI : Venue, Defaults & Legalisation

6.1 Governing Law:


This contract concluded between BUYER & SELLER, is in full recourse,
under the International Laws under which the construction, interpretation,
execution, validity enforceability, performance and such other matters
relating hereto shall be governed.

6.2 Venue:
The venue of the arbitration of this contract shall be either London
(England) or Paris (France), as agreed by the parties hereto or as otherwise
by the International Court of Arbitration pursuant to I.C.C. rules or
Conciliation and Arbitration.

6.3 Arbitral Award:


This contract shall be subject to the 1956 Convention of the recognition
and enforcement of foreign arbitral award.

6.4 Default:
In the event either party fails to perform their respective obligation or
otherwise is in breach hereof by reason of any act or omission, which
constitute gross negligence, willful misconduct, or misrepresentations,
perjury, or defiance, the injured and aggrieved party may terminate this
contract and purchase transaction pending the determination and effecting
of satisfactory remedy.

6.5 Liquidated Damages:


In the event this contract is or rendered null and void by reason of
default, the party not in default, in addition to any right and remedies
available under law or in equity, shall receive without protest, or written
demand as liquidated damages the sum equivalent to two (2%) percent of
the total contract value.

6.6 Arbitration Costs:

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The costs of arbitration and the liability of such costs to each respective
party shall be fixed by arbitrator’s award or otherwise settled and agreed
upon the parties in the form of an arbitrate award, either of which shall be
recorded in the manner prescribed by the I.C.C. rules or Conciliation and
Arbitration (I.C.C. 447­2 1990).

6.7 Legalization:
In accordance with the status establishing the Agency, the legalization of
the hard copy of this contract agreement at the Benin High Court,
after it has been signed by both parties in Benin, will be made by the
SELLER. to this agreement, while the BUYER  shall be responsible for all
Bank Charges during the transferring of funds to the Foreign Contractor
account.

Article – VII: Endorsement

7.1 The parties (SELLER  &   BUYER.) have entered into this agreement in
good faith and each will use its best efforts in the full spirit of co-
operation, to promptly achieve the purpose set forth. Each party shall
negotiate in good faith with respect to any future agreement required by
subsequent events. The parties acknowledge and agree that this Contract
is executed under oath, subject to the penalties of perjury.

7.2 The undersigned warrant, and affirm under penalty of perjury, that each
has the full legal capacity and lawful authority to execute this contract.

7.3 The undersigned acknowledge and affirm that they fully understand their
rights and obligations with respect to this Contract, or that they have
adequate time and opportunity to consult with legal Counsel of their
choice prior to execution hereof. And being fully informed and having such
advice, each has executed this Contract freely and without reservation.

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IN WITNESS WHEREOF THE UNDERSIGNED HAVE SET THEIR HANDS ON THIS
DATE SO MENTIONED.

Attn CEO:………………………………………………...

Buyer Company Name & Address Below:


……………………………………………………..
……………………………………………………..
……………………………………………………..

Notary Public: …………………………………………………………………………….


Date: ………………………………………………………………………………………….

Duly Certified and Award Contract


No. ……………………………………..

TO:
Attn CEO………………………………….

SELLER’S COMPANY NAME & ADDRESS BELOW:
……………………………………………………..
……………………………………………………..
………………………………………………………

Attestation by Justice Ministry

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Attorney at Law
High Court of Nigeria

Declaration: I, Mr/Mrs/Dr.………..………..………..………..………..………..……………………………………………………………
Seller’s Company:……………………………………………………………………………………..

Hereby declare on this day……………………………………………...of……………………before the


Commissioner of OATH, that Contract No……………………………….. to supply
CEIILING FAN , as awarded to my Company must be satisfactorily fulfilled to the
best of our ability within the rules and regulations stipulated by this agreement.

For Seller:……………………………………………………………………..

Attn CEO…………………...

Date:

*****************************
(Commissioner of OATHS)
Signed & Date

NOTARY PUBLIC

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