GENERAL TERMS AND CONDITIONS FOR EXPORT (CFR) Contract No
SAIL/ITD/C-100000-----/20-- dated ----
1.0 Trade Terms
1.1 To interpret all commercial terms and abbreviations used herein and which have not
been otherwise defined, the rules of 'INCOTERMS “(Latest Version )”shall be applied.
2.0 Prices
2.1 Price as agreed between seller and Buyer.
2.2 The Seller shall under no circumstances be liable for any costs, charges, liabilities of
whatsoever nature arising subsequent to the delivery /loading of the materials on board the vessel on the basis of CFR (FO/LT) Port, such as insurance charges, port dues, taxes including income tax, customs duties, unloading and handling charges, levies and fees, if any, of whatsoever nature and kind payable or leviable at the time of or by reason of importation of the materials in the country of import.
3.0 Test Certificate and Inspection
3.1 The materials shall be covered by Works Test Certificate issued by the Steel Plant of the Seller. The Works Test Certificate shall be furnished showing Heat/ Cast Number, material, chemical analysis and mechanical properties as required in the specification. Test certificates will be provided to the buyer by the seller outside the LC.
3.2 The materials will be inspected at the load port prior to loading by a Pre-shipment Inspection Agency, mutually acceptable to the Seller and the Buyer. The Inspection Certificate shall certify
A, Quantity, No of Pieces, No of packets ,No of Bundles (except for Pig Iron ) loaded on vessel as per the contract
B , The materials were loaded on board the vessel without apparent damage and were found to be in good order and condition.
The cost of such Pre-shipment Inspection at the load port shall be borne and paid by the seller.
3.3 Remarks as under in Pre shipment certificate :
--- “materials partly rust stained / rusty edges/ wet before shipment/ / oil / grease stains and/or “unprotected cargo” and/or “said to be” and/or “said to weigh” and/or “stored in open area prior to loading” are acceptable.(except for CRC/GP/packed material)
For CRC/CR sheets / Galvanized coils/ Galvanized sheets/ Packed material – such as “ Some broken straps, some rust stains or edges referring to Packing only , and/or “said to be” and/or “said to weigh” and/or “stored in covered area prior to loading” are acceptable.
4.0 Delivery/Shipment
4.1 The shipment schedule will be subject to the condition that the Seller is in possession
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of the Letter of Credit, within the time schedule, satisfactory in all respects to the Seller.
5.0 Risk and Title
5.0 With respect to each shipment, the risk shall pass from the Seller to the Buyer as soon as the materials cross the ship’s rails at the LOAD PORT.
5.1 The title to the materials shall pass from the Seller to the Buyer only after the Seller has negotiated the documents and received full invoice value payment from the opening bank / reimbursing bank or seller has raised invoice after having received the full invoice payment in advance.
6.0 Right of Transfer
6.1 The Buyer shall be entitled to assign or transfer contract resulting from this Agreement to its successor or permitted assignee/s only with the written consent of the seller and in the case of any such assignment or transfer, the contract shall be binding upon such successor or transferee.
7.0 Modification of the Contract
7.1 This Agreement cancels/ supersedes all previous negotiations/ agreements between the parties hereto. There are no understandings or agreement between the Buyer and the Seller which are not fully expressed herein and no statement or agreement, oral or written, made prior to or at the signing hereof shall affect or modify the terms hereof or otherwise be binding on the parties hereto. No change in respect of the contract covered by this Agreement shall be valid unless the same is agreed to in writing by both the parties hereto specifically stating the same to be an amendment to this Agreement.
8.0 Waiver
8.1 Failure to enforce any condition herein contained shall not operate as a waiver
of the condition itself or any subsequent breach thereof.
9.0 Force Majeure
9.1 If the Seller and/or the Buyer be prevented from discharging its or their obligation under this Agreement by reason of arrests or restraints of Princes or Rulers, Government of People , War, Blockade, Revolution, Insurrection, Mobilization, Strikes, Riots, Civil Commotion, Lock Outs, Accidents, Acts of God, Plague or other epidemics, destruction of the materials by fire or flood or other natural calamity, plant breakdown or on account of any other cause beyond the Seller's or the Buyer's control and interfering with the production and/or delivery of the materials as herein above contemplated, the time for delivery shall be postponed by the time or times during which production and/or delivery is prevented by any such causes as herein above mentioned, provided that in the event of such delay exceeding ninety days , the party other than the party which invokes the force majeure may at their option, cancel this Agreement by Notice in writing to the other party in respect of the undelivered quantity of the materials without, however, any right against or being responsible to the other party for such cancellation. The party invoking force majeure shall within 15 days of the occurrence of force majeure causes, put the other party on notice, supported by certificate from the Chamber of Commerce or concerned governmental authority and shall likewise intimate the cessation of such causes. If the force majeure condition continues beyond a period of six months, the Seller or the Buyer may at his option cancel this Agreement by notice in writing to the other party in respect of the undelivered
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quantity of the materials without, however, any right against or being responsible to the other party for such cancellation.
10.0 Legal Interpretation
10.l This contract shall be governed and construed in accordance with the Laws of India for the time being in force.
11.0 Settlement of Disputes
11.1 All disputes or differences whatsoever between the parties hereto arising out of or relating to the construction, meaning or operation or effect of this contract or the breach thereof shall unless amicably settled between the parties hereto, be settled by arbitration in accordance with the Rules of Arbitration of the Indian Council of Arbitration (lCA) ,New Delhi, India by a sole Arbitrator appointed by the Arbitration Committee of the Indian Council of Arbitration, New Delhi, India and the Award made in pursuance thereof shall be binding on both the parties. The venue for the arbitration proceedings shall be New Delhi, India.
12.0 Import/ Export Licence
12.1 It shall be the responsibility of the Seller to arrange export licence(s), if any, required and it shall be the responsibility of the Buyer to arrange for the import licence(s), if required, in the country into which the materials are intended to be imported.
13.0 QC clauses
13.1 In case of any quality complaint, the buyer will give written notice to seller at the e mail address mentioned in the contract within 45 days from the date of arrival of vessel at discharge port (duly supported by Bill of entry of vessel) by listing /specifying individual piece wise number, heat/cast number, nature of defect duly supported by photographs, and the processing parameters undertaken by buyer. Also, while submitting the notice/ quality complaint, it must be supported by an Inspection Report from an internationally reputed/accredited Agency/Surveyor, mutually agreed and accepted by and between the Buyer and the Seller at the time of contracting. The notice/ quality complaint should highlight the deviation, if any, from mutually agreed TDC/specifications/end use as mentioned in the contract. In case there is a mismatch between the material as per individual piecewise number, heat/cast number supplied by the seller, and the specifications of the material complained of by the buyer, then the complaint is liable to be rejected out rightly. Quality complaints received after 45 days of receiving goods at the discharge port will not be entertained. Buyers shall not use or resell goods under complaint and keep them secure for minimum 30 days from the date of receipt of complaint. Seller shall be given an opportunity by the buyer to inspect the goods under complaint.
13.2 After receiving the notice at 13.1 above, the representative(s) of SAIL may either visit within 30 days of receipt of complaint the port/warehouse/factory as the case may be to inspect the material and or ask buyer to send sample(s) of the material complained of, for further investigation. The buyer should send the sample(s) to the address to be specified by the seller at the buyer's cost.
13.3 The complaint will be entertained on its merits only, and from the buyer who has entered into the contract with SAIL. Complaints by consignee, agents, sub-contractor shall not be entertained. Complaints will be settled commercially except in the case of projects undertaken abroad /funded abroad by Public Sector Units / Government of India, where
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replacement may be given on a case to case basis.. In case it finally emerges that the quality complaint is established and is in order, then the seller shall take into consideration the cost incurred by the buyer in sending the samples
13.4 The decision of the seller regarding the final settlement of the claim shall be final and binding on the buyer.
14.0 General Clause
14.1 It is expressly understood and agreed by and between the Buyer and the Seller that the Seller is entering into this Agreement solely on its own behalf and not on behalf of any other person or entity. In particular, it is expressly understood and agreed that the Government of India is not a party to this Agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that the Seller is an independent legal entity with power and authority to enter this contract solely on its own behalf under the applicable laws of India and general principles of Contract Law. The Buyer expressly agrees, acknowledges and understands that the Seller is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, the Buyer hereby expressly waives, releases and foregoes any and all actions or claims including cross claims, impleader claims or counterclaims against the Government of India arising out of this contract and covenants not to sue the Government of India as to any manner, claim, cause of action or thing whatsoever arising out of or under this Agreement.
FOR AND ON BEHALF OF THE SELLER
STEEL AUTHORITY OF INDIA LIMITED INTERNATIONAL TRADE DIVISION SCOPE MINAR, 17TH FLOOR, CORE-2, LAXMI NAGAR DISTRICT CENTRE, DELHI-110092
SIGNATURE: NAME: DESIGNATION: PLACE:
DATE:
FOR AND ON BEHALF OF THE BUYER M/s
SIGNATURE: NAME: DESIGNATION: PLACE:
DATE: