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COMMODITY SALES AGREEMENT

THIS AGREEMENT IS MADE AS OF THE 26th DAY OF MARCH 2018.

BETWEEN: ________________, a trading company registered under the laws of United


Arab Emirates with business address at ______________________.
(hereinafter “SELLER”)

AND ________________, a refinery company registered under the laws of


_____________with business address at _____________________.
(hereinafter “BUYER”)

-WITNESSETH-

WHEREAS, the Seller is a trading company with various products for sale including lead and
other metals.

WHEREAS, the Buyer is a refinery/trading company in need of certain products which are being
traded and sold by the Seller.

WHEREAS, the Seller desires to sell to the Buyer and the Buyer desires to buy from the Seller,
on the terms and conditions set forth in this Agreement;

NOW THEREFOR, the parties agree with each other as follows:

1. NAME AND QUANTITY OF COMMODITY: __________________, sales by actual delivery:

April May June July August September October November December


2018 2018 2018 2018 2018 2018 2018 2018 2018
Quantity

The Buyer shall provide to the Seller an updated name and quantity of commodity for shipment
fifteen 15 days prior to the first shipment at the beginning of every calendar year.

2. QUALITY

The Seller shall guarantee that the commodity is in conformity with the quality requirements,
technical standards, as well as the condition and terms as required by the Buyer.
3. TRANSPORTATION

The Seller shall arrange for the bulk shipment of the commodity, subject to vessel availability, on
a CIF basis to discharging port(s) nominated by the Buyer. Any penalty that will be incurred or
will arise from the said shipment shall be shouldered by the Seller. The Seller shall send all the
documentation required in the shipment such as but not limited to the following: bill of lading,
certificate of origin, insurance policy or certificate, certificate of quality, and other necessary
documents.

4. PRICING

The purchase price shall depend on the prevailing market rate of the products/metals at the time
of shipment to the Buyer. In which case, the Seller shall send an invoice to the Buyer with an
amount equal to the purchase price of the particular shipment.

5. PAYMENT TERMS

The Buyer shall pay 80% of the total sales proceeds upon receipt of the goods. The remaining
20% of payment shall be made in 10 days after the VAT invoice has been issued by the Seller.

6. INSPECTION

Inspection result as per Buyer’s measurement, sampling and examination at the port of
destination should be final. In case the Seller disagrees with the inspection result, a written
document will be submitted to the Buyer for negotiation within 1 month after the outcome of the
inspection result. In case the parties did not reach an amicable settlement regarding the result of
the inspection, the sample for arbitration should be sealed up for onward submission to the proper
authorities for verdict, in which the final result will be executed.

7. TERM AND TERMINATION

This Agreement shall commence of March 26, 2018 and continue for a fixed period of five (5)
years (“Initial Term”). This Agreement shall renew automatically from year to year after the Initial
Term unless either party provides the other party with written notice of non-renewal at least
ninety (90) days prior to the expiration of the Initial Term or any subsequent term.

Either party to this Agreement shall have the right to terminate this Agreement if the other party
has materially breached any of the terms and conditions of this Agreement and has failed to cure
said breach within fifteen (15) business days after receipt of written notice of such breach from
the other Party.

8. WARRANTIES OF THE PARTIES

Each party warrants and represents to the other that it is in good standing under the laws to
which they are established and has full power and authority to enter into this Agreement.

9. LIMITATION OF LIABILITY AND DAMAGES


In no event will any party to this agreement or such party’s affiliates, or any of its or their
respective officers, directors, employees, or agents, be liable for (and each party, as applicable,
expressly waives any right to make a claim for or recover) punitive damages or indirect damages
or consequential damages, whether based in contract, tort, strict liability, other law or otherwise,
and even if such party has been advised of the possible existence of such liability; provided,
however, that the Seller acknowledges that the principal damages likely to be suffered by the
Buyer arising from a breach of this agreement by the Seller are the loss of revenue and profits
from the resale of the commodity and agrees that this section 10 shall not prohibit recovery of
such damages by the Buyer in the event of a breach of this agreement by the Seller.

10. FORCE MAJEURE

No liability will result from any delay in performance caused by circumstances beyond the
reasonable control of the party affected, including acts of God, fire, flood, war, terrorism,
pandemic, cyber-attack, government action, accident, or unforeseeable shortage; provided,
however, that to the extent that the affected party is able to perform partially, it must continue
to perform in the same proportion as prior to the disabling event and give immediate written
notice of the disabling event, the date of the commencement of any non-performance and an
estimate of the extend and duration of the non-performance.

11. CONFIDENTIALITY

Any Confidential Information supplied by the Buyer or coming into existence as a result of this
Agreement must be regarded as confidential and must not be disclosed to a third party except
with the prior written consent of the Buyer or as required by law or court order.

Upon the termination of this Agreement, the Seller must return, and or destroy, all copies, in
whatever medium held, of materials that contain Confidential Information or Intellectual Property
of the Buyer.

12. ASSIGNMENT AND SUBCONTRACTING

In case the Seller cannot deliver the quantity of commodity required at a certain time, the Seller
may only subcontract performance in this Agreement with the prior written consent of the Buyer
and any subcontract of any part of this Agreement will not relieve the Seller from any liability or
obligation under this Agreement.

13. NON- WAIVER

The failure of any party to insist in any one or more instances upon strict performance of any
obligation of another party under this Agreement shall not be deemed to be a waiver of the
performance of any such obligation or a relinquishment of any rights hereunder for the future.
Without limiting the foregoing, Buyer's acceptance of any Lead that does not meet the quality
specifications specified in this Agreement shall not be deemed a waiver of any right Buyer may
have hereunder. The respective rights and remedies of the parties hereunder are cumulative and
not exclusive of any rights or remedies which any party would otherwise have.
14. GOVERNING LAW/ VENUE

This Agreement shall be governed by and construed for all purposes in accordance with United
Arab Emirates Law. All actions and proceedings arising out of or in connection with this Agreement
shall be brought exclusively before the courts of UAE.

15. SEVERALITY

In the event that any term or condition of this Agreement is in conflict with or is otherwise
unenforceable under any law, rule or regulation of the Government or any subdivision thereof,
such term or condition shall be deemed stricken from this Agreement, but such invalidity or
unenforceability shall not invalidate or render unenforceable the remainder of this Agreement.

16. AMENDMENT

This Agreement may be amended only by the written agreement of the parties through their duly
authorized officers or representatives.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which so executed shall be deemed to
be an original and such counterpart together shall constitute one and the same Agreement,
notwithstanding their date of execution shall be deemed to be executed on the date first written
above. The delivery of an executed counterpart copy of this Agreement by facsimile or e-mail
transmission shall be deemed to be the equivalent of the delivery of an original executed copy
thereof.

18. NOTICES

All notices under this Agreement shall be in writing and shall be deemed to have been given or
made when sent by facsimile transmission (telecopy), recognized overnight delivery service, or
first-class mail postage prepaid, addressed to Seller, Buyer or Buyer's Agent, as the case may be,
at its address specified below, or at such other address as any such party may specify by notice
to the other parties:

If to Seller: ___________________________
___________________________
___________________________
___________________________

If to Buyer: ___________________________
___________________________
____________________________
____________________________
19. ENTIRE AGREEMENT

The terms and conditions contained herein constitute the entire agreement among the parties
relating to the subject matter hereof and shall supersede all previous communications, oral or
written, among the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set out
above.

For and on behalf of the SELLER: For and on behalf of the BUYER:

____________________________ ___________________________

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