CEMENT SALES AND PUPCHASE CONTRACT



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CEMENT SALES AND PUPCHASE CONTRACT



This contract (“Contract”) is made and entered into by and between the Seller and the Buyer (“Buyer”). Hereafter, Seller and Buyer may be referred to individually as “Party” or collectively as “Parties.”

Whereas,Buyer is seeking to purchase cement from Seller;

Whereas, Seller is seeking to sell cement to Buyer;

NOW, THEREFORE, the Parties hereby agree, for good and valuable consideration, to enter into this Contract subject to the terms and conditions set forth below.

DEFINITIONS

1.1. “Business Day” shall mean Monday through Friday, and shall exclude Saturday, Sunday, Holidays.

1.2. “Business WWD” shall mean a Business Day which is also a Weather Working Day.

1.3. “Demurrage” shall mean any surcharge charged for delays beyond the allowed time for loading or unloading the Product from the Vessel(s), whether charged by the a port or the owner or operator of the Vessel(s).

1.4. “Holiday” shall mean a holiday recognized by United States banks and the U.S. Federal Reserve.

1.5. “Port of Loading Country” shall mean the country in which the Vessel(s) are loaded, and shall be specified in Appendix 4.2.1. “Port of Loading” shall be the port in the Port of Loading Country where vessel will be loaded with Product.

1.6. “Scheduled Date of Arrival” means date when the Vessel(s) should be alongside the quay in the Port of Destination pursuant to the notifications and provisions between the Buyer and the Seller outlined herein.

1.7. “SGS” shall mean the Société Générale de Surveillance (which maintains its world headquarters at 1 Place des Alpes, P.O. Box 2152, 1211 Geneva 1, Switzerland).

1.8. “Shipment” shall mean a delivery of all the Product which is delivered by one Vessel at one time, in quantities required by Appendix 6.1.1.

1.9. “Weather Working Day” or “WWD” shall mean a day or part of a day during which it is possible for a Vessel to load or discharge the Product without interference due to the weather.

Other terms, as defined throughout herein, shall mean that which they are defined to mean, whether the definition occurs before or after the use of the term.

TERM

The term of the contract shall commence on the seventh day after the first signature is placed on this document (“Effective Date”). The initial term of this Contract shall run from the Effective Date until the Completion Date except that either Party may terminate this Contract as provided for herein. The Completion Date shall be the ninetieth day following the Total Number of Months (as specified in Appendix 6.1.1) has elapsed, subject to any adjustments as specified in Paragraph 4.3 or Paragraph 12.1, starting from the date Seller receives an acceptable Financial Instrument from the Buyer.

DELIVERY BASIS AND TERMS

7.1.The Seller shall deliver the total quantity of Product to a Port of Destination, in accordance with the Delivery Schedule outlined in Appendix 6.1.1 of this Contract. The Seller shall commence delivering the Product in accordance with the following Procedures:

1. Seller will issue eight (8) blank original copies of the Contract which it will initial and sign, then send via DHL to Buyer at address listed on the Contract. Upon receipt, Buyer will initial and sign all eight (8) copies, but return six (6) copies to Seller via DHL or other international courier.

2. Within three (3) Business Days of the Effective Date, Seller shall provide a draft Proforma Invoice to Buyer, which shall not include Seller’s bank information.

3. Within five (5) Business Days of receipt of the Proforma Invoice, Buyer shall cause its bank to issue a draft of the Financial Instrument, the form of which is set forth in Appendix 8.1.1.

4. Within two (2) Business Days of receipt of the draft of the Financial Instrument, Seller shall provide to Buyer requested changes to the draft, if any. In addition, Seller shall provide the Proforma Invoice, which includes Seller’s bank information.

5. Within two (2) Business Days of receipt of Seller’s requested changes, if any, Buyer shall cause its bank to issue the Financial Instrument.

6. Within ten (10) Business Days, Seller shall cause its bank to respond to Buyer’s bank, as follows. Seller shall cause its bank to issue a two percent (2%) performance bond (“PB”)

7. After Seller issues a PB, Seller will advise Buyer of shipping information as required.

8. Shipping of the Product will commence within forty-five (45) days from the date of Seller’s receipt of the acceptable operative payment instrument.

9. Payment of the price of each Shipment shall be made to the Seller pursuant to the terms of Section 8.

7.2.Time is of the essence regarding all of Buyer’s obligations under this Contract including, without limitation, Buyer’s arrangement of the unloading of the Product at the Port of Destination subject to its rules and regulations. Should the Buyer contribute to any delay in the unloading of any Vessel which results in a delay in the Schedule or any other provision of this Contract relating to performance, the Seller shall be entitled, at the Buyer’s expense, to unload, transport and to store the Product in a Port of Destination warehouse or other storage facility as it may select and obtain a Warehouse Receipt (“WR”) which Seller may use and rely upon to confirm delivery of the Product pursuant to the Schedule.

7.3.Vessel(s) must be classified as 100-A-1 in the Lloyd’s Register or be of an equivalent classification and must not be older than twenty (20) years. Vessel(s) should be certified cargo hold cleanliness/suitable to load.

7.4. Shipment and Notification. The first Shipment under this Contract shall be shipped within forty-five (45) days of Seller’s receipt and acceptance of Buyer’s Financial Instrument(s) at Seller’s bank (procedure defined herein). Within five (5) Business Days of the departure of each Shipment from the Port of Loading, Seller shall notify the Buyer by means of a fax or email attachment, confirming the following information: (i) Vessel’s name and details; (ii) On Board Ocean Bill of Lading (“B/L”) number and date; (iii) weight of Product on B/L; (iv) the Contract number; (v) name of commodity; (vi) invoice value; and (vii) estimated time of arrival at Port of Destination. The Vessel’s Master shall give ETA twenty (20) days [if travel time is expected to exceed thirty (30) days and] seven (7) days provisional notice and 72, 63 and 21 hours final notice of the Vessel’s estimated time of arrival at Port of Destination to the Buyer’s agent at the Port of Destination. Such notices shall be effected during normal business hours whether in berth or not.

7.5.Lay time shall commence from 1:00 P.M. if Vessel’s notice of readiness to discharge is given prior to noon and from 8:00 A.M. of the next business day if notice is given after noon. If the Port of Destination is congested, then lay time is to commence twenty-four (24) hours after notice of readiness is given. The Buyer is responsible for the discharge of the Product.



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