Sale
Content
SALE AND PURCHASE CONTRACT FOR MAGNETITE IRON SAND
KNOW ALL MEN BY THESE PRESENTS: This Contract is entered into by and between the Parties below this ______ day of ____________, 2013, in ____________________________, Philippines: BLUEGREEN MINERAL TRADERS, INC. , a company duly organized under the laws of the Republic of the Philippines with office address at No. ! "uirayan cor. Palanza #t., $raneta %ast #ubd., &uezon City, 'etro 'anila, represented herein by its President, LYDIA Y. CU, hereinafter referred to as the BUYER( $N) VFR II CONSTRUCTION, a company duly organized and e*isting under and by +irtue of the laws of the Philippines, with office address at ,- $gpalo #t., .ucero, #an 'arcelino, /ambales, Philippines, represented herein by its owner0"eneral 'anager, VICENTE FERNANDEZ RODRIGUEZ II, hereinafter referred to as the SELLER( WITNESSETH: 12%R%$#, the #%..%R offered its ser+ices to the 345%R for the deli+ery of '$"N%T6T% 6R7N #$N). 12%R%$#, the 345%R is desirous to accept the ser+ices of the #%..%R for the deli+ery of '$"N%T6T% 6R7N #$N) under the specifications mentioned in this contract. 12%R%$#, the #%..%R has represented and warranted itself as competent and 8ualified to accomplish the underta9ing called for this contract in accordance with the specifications of the 345%R. 12%R%$#, on the basis of the abo+ementioned representation and warranty by the #%..%R, the 345%R hereby agrees and ma9es an irre+ocable commitment to accept the offer of the #%..%R. N71 T2%R%:7R%, for and in consideration of the foregoing premises, the parties hereto mutually agree, stipulate and co+enant as follows: A !"#$% 1.0 TERMINOLOGY 6n this contract the following terms shall, unless otherwise defined, ha+e the following meaning: ;4.#. )ollars or 4# <= means the currency of the 4nited #tates of $merica freely transferable from and payable to an e*ternal account. ;1et 3asis= means 6ron 7re in its natural wet state. ;)ry 3asis= means 6ron 7re at >,?C @degrees centigradeA. ;1'T= or ;1et 'etric Ton= means a wet metric ton of 6ron 7re. ;)'T= means a dry metric ton of 6ron 7re. 6t is the weight of total cargo loaded less the moisture content based on the independent sur+eyor report during loading to the 'B chartered by the 345%R. ;)eparture #tation= means the .oading Port at 7pen #ea0Port near 'ine #ite designated by #%..%R. ;6ndependent #ur+eyor= means an 6ndependent sur+eyor appointed by either party, CC6C0#"# will 3e appointed at loading port. ;'agnetite 6ron #and= shall mean fine magnetite iron sand mining in /ambales, Philippines and which is to be purchased by 345%R under this contract. ;:73= in accordance with 6ncoterms !> >. ;"o+ernment= means the "o+ernment of Philippines, its departments and subdi+isions.
;Price= shall mean the price for in+oicing purposes e*pressed in 4# )ollars, with any calculated price Rounded up to the nearest cent. ;.0C= 7pen .etter of Credit ;3. &T5= stands for 3ill of .adingCs &uantity, based on weighting done by 6ndependent sur+eyor. ;'C= stands for 'oisture Content of total cargo deli+ered based on 6ndependent sur+eyor result. A !"#$% 2.0 COMMODITIES a. Name of commodity b. Country of 7rigin : c. .oading Port d. 4nloading Port : e. #hipment :
: :
'agnetite 6ron #and Philippines #ubic Port >,>>>.>> )'T D,E in 34.F
A !"#$% 3.0 DELIVERY PERIOD &'( )UANTITY )*&'!"!+: >,>>>.>> )'T @G0H,EA. L&+#&': The 'agnetite 6ron #and shall be loaded within !> days after seller recei+ed the ,>E )own payment in Cash. A !"#$% ,.0 SPECIFICATIONS #pecification of 'agnetite 6ron #and to be sold under this Contract0$greement shall be as follows: Chemical composition as per 6ndependent #ur+eyor Report @Percentage by weight 3asisA I -' .F%/ 01.01 *2 3 R"45! -' R%6%#!"-' 7%$-8 01.01 #ilica @#i7!A I.,E 'a* $lumina @$l!7JA K.,E 'a* Phosphorous @PA >.>LE 'a* M Right on ReNection abo+e >. E #ulphur @#A >.>LE 'a* M Right on ReNection abo+e >. E Ti7! L.>E 'a* 'oisture L.>>E 'a* @:ree moisture loss at >,?C, degrees CelsiusA #ize >mm M ,mm, >> E 'in A !"#$% 9.0 B&:% PRICE B&:% P "#%: US;0<.00=DMT M%! "# T-'/ O 10.000 DMT ? 0<0.000US;
.U'"!%( .U'"!%(
S!&!%: D-$$&
S">!+ E"45! -'$+ 2%
D+
S!&!%: D-$$& S"> H*'( %( E"45!+ T5-*:&'(/
D%$"@% + FOB SUBIC PORT PHILIPPINES, 7&:%( -' F% #-'!%'! 011 *2. A !"#$% 0.0 PRICE ADAUSTMENT 'agnetite 6ron #and deli+ery under this contract shall conform to the abo+e standard chemical content in $rticle K.> and the price payable by 3uyer to #eller for the shipment shall be adNusted in accordance with the following manner: (a) Iron Content (Fe) F%?9<1 USD 99=DMT F%?9B1 USD 00=DMT F%?001 USD 09=DMT Fe=61% up USD 68/DMT N-!%: !5": ": !5% 7&:": C- !5% %:#&$&!"-' -C 2 "#% 7&:% -' !5% &::&+ -' &#!*&$ 4 &(% 2% #%'!&4%. !
.7/ O!5% C5%D"#&$ #-'!%'!: 6f #i7!PI.,E, the base price will be decreased by 4#)>.,>0)'T for each E abo+e I.,E, fraction pro rata( 6f $l!7JPK.,E, the base price will be decreased by 4#)>.,>0)'T for each E abo+e K.,E, fraction pro rata( 6f PP>.>LE, the base price will be decreased by 4#)>.!>0)'T for each >.> E abo+e >.>LE, fraction pro rata. 6f PP>. E, the 3uyer has the right to reNect the good or renegotiate on the price of the good( 6f #P>.>LE, the base price will be decreased by 4#)>.!>0)'T for each >.> E abo+e >.>LE, fraction pro rata. 6f #P>. E, the 3uyer has the right to reNect the good or renegotiate on the price of the good( 6f Ti7!PLE, the base price will be decreased by 4#)>.,>0)'T for each E abo+e LE, fraction pro rata. @cA Commercial 6n+oice shall be calculated on )ry 'etric Tons basis. 'oisture Content of the cargo shall be determined by obtaining the moisture loss at >,?C @degrees CelsiusA. $ctual weight calculation of the cargo @magnetite iron sandA to be proportionately reduced or added from the 3ill of .ading weight as per following formula: )ry 'etric Ton Note: 3. 1eight 'C Result CC6C0#"# Q Q Q 3. 1eight R S3. 1eight * @'C Result @in percentAT
3ill of .ading weight of the total cargo. 'oisture Content of the total cargo based on independent .aboratory test result.
Total $mount of Commercial 6n+oice Q )ry 'etric Ton * Price after adNustment as per Clause I @aA abo+e stated. A !"#$% E.0 TERMS OF PAYMENT 6n consideration of the deli+erables to be made by the #%..%R under this Contract, the 345%R shall pay in accordance with the following: -. . 4pon signing of the Contract, the 3uyer agrees to issue a downpayment co+ering 901 of the 3ase Price. The confirmed transfer of the downpayment will start the operation. -.! $lso upon signing of the Contract, the 3uyer agrees to issue an 6rre+ocable, O2%' .etter of Credit co+ering ,>E of the 3ase Price. -.J $ny payment payable under .0C by the 3uyer to the #eller, based on price adNustment schedule under $rticle I.>, shall be made upon each deli+ery and will start after the e8ui+alent of the first ,>E downpayment has already been deli+ered. A !"#$% <.0 DELIVERY OF THE PRODUCT @aA #hipping and )eli+ery of "oods by the #eller to the 3uyer declared +alid if the goods are recei+ed by the 3uyer at the .oading Port. @bA $ll fees, transportation and ris9 in the deli+ery of goods will be born by the parties according to the :73 port or )%.6B%R%) T7 nearest port. @cA T2% #%..%R shall complete the deli+ery of >.>>>)'TD >E of the good within the agreed time period. @dA The 345%R shall be responsible for chartering the +essel for e+ery shipment. @eA N7T16T2#T$N)6N" the pro+ision of reNection under $rticle K.> and $rticle I.>, if the 345%R reNects any of the product which do not comply with the specifications in $rticle K.>, the #%..%R shall supply replacement commodity which do comply with the specification subNect to reimbursement to the #%..%R, transport costs associated with returning the commodity to the J
point of origin, unless for any reasons, the said commodity is irreplaceable due to fortuitous e+ent or force maNeure, unable during period to fulfill or resume performance of the obligations hereunder, then either party, may in good faith terminate this Contract. @eA The #eller is considered released from any liability of the aforementioned defect in the deli+ery of the commodity, if no written notice of reNection is recei+ed within forty eight @KLA hours from the date of deli+ery. $rticle U.>> 3$NF6N" )%T$6.# 3uyer 3an9ing )etails 3$NF Name: $ddress: City: Country: #16:T Code: $ccount Name: $ccount Number: 3an9 3ranch: 3an9 7fficer: 3an9 Phone Number: 3an9 :a* Number: #%..%R 3an9ing )etails 3$NF Name: $ddress: City: Country: #16:T Code: $ccount Name: $ccount Number: 3an9 3ranch: 3an9 7fficer: 3an9 Phone Number: 3an9 :a* Number: $rticle >.> Title The title in respect of iron sand being bought shall pass from the #eller to the 3uyer after successful deli+ery at the port of loading. $rticle .> #$'P.6N" $N) $N$.5#6# $t the departure #eller shall at #ellerVs e*pense, appoint an 6ndependent #ur+eyor to determine the specification of 6ron content in each shipment, and shall pro+ide a certificate showing details of the determination and also the percentage of free moisture loss at >, C@ degree centigradeA 6f the difference in percentage of :e content between 3uyerVs and #ellerVs analysis of this Contract is more than >.,E point or if there e*ists a significant difference between the two said analysis in respect of any more chemical elements other than :e, #eller shall consult with 3uyer can use the a+erage. 6f, after consultation, the difference cannot be reconciled, the sample shall be analysed by an umpire agreed between 3uyer and seller. 6f umpire analysis is re8uired then any payment adNustment arising from this will be made when the umpire certificate is a+ailable. $rticle !.> :7RC% '$W%4R% 6f any time during the e*istence of this contract agreement either party is unable to perform whole or in part any obligation under this contract agreement, because of war, hostility, military operation of any character, ci+il commotions, sabotage, 8uarantine restriction, act of go+ernment, fire, floods, e*plosions, epidemic, stri9es embargoes and total brea9down of the stac9ing0ship loading systems, then the date of fulfilment of any obligation shall be postponed during the time when such circumstances are operati+e.
K
$rticle J.> $R36TR$T67N $ny dispute or claim arising out of this $greement shall be settled with mutual consent of both the parties. 6f the parties are failed to conclude the decision, settlement of dispute shall be referred to an $rbitrator agreed by the parties. The outcome of arbitration is final and binding for both parties. $rticle K.> $TT7RN%5 :%%# PR7B6#67N 6n any litigation . arbitration or other proceeding by which one party either see9s to enforce its rights under this Contract or see9s a declaration of any rights or obligation thereto, the pre+ailing party shall be awarded its reasonable attorney fees, and costs and e*penses incurred. $rticle ,.> T$X%# $N) )4T6%# $ll ta*es, import duties, clearance fees, go+ernmental e*penses and licenses or le+ies will be handled and paid by the parties concerned. $rticle I.> "7B%RN6N" .$1 This $greement shall be go+erned by and interpreted in accordance with the laws of the Philippines. $ny suit or proceeding arising out or relating to this $greement shall be instituted in the appropriate court of &uezon City or 'a9ati City, Philippines at the option of the aggrie+ed party. $rticle -.> C7N:6)%NT6$.6T5 Neither party shall, without the prior written consent of the other, disclose or ma9e a+ailable to any person, ma9e public, or use directly or indirectly, e*cept for the performance and implementation of the tas9s, any confidential information ac8uired from an information holder in connection with the performance of this Contract, unless: @ A the information is 9nown to the disclosing party, as e+idenced by its written records, prior to obtaining the same from the information holder and is not otherwise subNect to disclosure restrictions on the disclosing party, @!A the information is disclosed to the disclosing party by a third party who did not recei+ed the same, directly or indirectly, from an information holder, and who has no obligation of secrecy with respect thereto, or @JA re8uired to be disclosed by law. The obligations to preser+e the confidentiality cited abo+e shall sur+i+e the termination of this Contract. $rticle L.> B$.6)6T5 T26# Contract is considered Balid, .egal, 3inding from the )ate of #igning by 3uyer and #eller throughout completion of e*ecution of its Terms and Conditions. $ny Changes of the Terms and Conditions of this Contract must be in written form and added as an $ddendum upon agreed, signed and dated by both parties, which shall be considered as an integral part of this original Contract. The parties to this $greement hereby agree to full performance of the co+enants contained herewith. IN WITNESS WHEREOF, we the undersigned with our instrumental witnesses set our hands and affi*es our signatures on this day of our .ord this ____ day of ___________, !> J in &uezon City, 'etro 'anila, Philippines. BUYER: BLUEGREEN MINERAL TRADERS, INC. 3y: LYDIA Y. CU President , 3y: VICENTE FERNANDEZ RODRIGUEZ II 7wner0"eneral 'anager SELLER: VFR II CONSTRUCTION
S"4'%( "' !5% 2 %:%'#% -C: _____________________________________ ______________________________________
ACKNOWLEDGEMENT
R%P43.6C 7: T2% P26.6PP6N%#A &4%/7N C6T5 A #.#. BEFORE ME, this _____ day of __________, !> J at &uezon City, 'etro 'anila personally appeared the following with their respecti+e competent e+idence of identity: .5)6$ 5. C4 _________________________________________________ B6C%NT% :%RN$N)%/ R7)R6"4%/ _________________________________________________ 66
9nown to me to be the same persons who e*ecuted the foregoing instrument, consisting of se+en @EA pages including the page where the ac9nowledgement is written, and the parties ac9nowledged to me that the same is their free and +oluntary act and deed and that of the corporations which they represent. IN WITNESS WHEREOF, 6 ha+e hereunto set my hand and seal, on the date and place abo+eHwritten.
)oc. No. ________( Page No. ________( 3oo9 No. ________( S% "%: -C 2013.
I
KNOW ALL MEN BY THESE PRESENTS: This Contract is entered into by and between the Parties below this ______ day of ____________, 2013, in ____________________________, Philippines: BLUEGREEN MINERAL TRADERS, INC. , a company duly organized under the laws of the Republic of the Philippines with office address at No. ! "uirayan cor. Palanza #t., $raneta %ast #ubd., &uezon City, 'etro 'anila, represented herein by its President, LYDIA Y. CU, hereinafter referred to as the BUYER( $N) VFR II CONSTRUCTION, a company duly organized and e*isting under and by +irtue of the laws of the Philippines, with office address at ,- $gpalo #t., .ucero, #an 'arcelino, /ambales, Philippines, represented herein by its owner0"eneral 'anager, VICENTE FERNANDEZ RODRIGUEZ II, hereinafter referred to as the SELLER( WITNESSETH: 12%R%$#, the #%..%R offered its ser+ices to the 345%R for the deli+ery of '$"N%T6T% 6R7N #$N). 12%R%$#, the 345%R is desirous to accept the ser+ices of the #%..%R for the deli+ery of '$"N%T6T% 6R7N #$N) under the specifications mentioned in this contract. 12%R%$#, the #%..%R has represented and warranted itself as competent and 8ualified to accomplish the underta9ing called for this contract in accordance with the specifications of the 345%R. 12%R%$#, on the basis of the abo+ementioned representation and warranty by the #%..%R, the 345%R hereby agrees and ma9es an irre+ocable commitment to accept the offer of the #%..%R. N71 T2%R%:7R%, for and in consideration of the foregoing premises, the parties hereto mutually agree, stipulate and co+enant as follows: A !"#$% 1.0 TERMINOLOGY 6n this contract the following terms shall, unless otherwise defined, ha+e the following meaning: ;4.#. )ollars or 4# <= means the currency of the 4nited #tates of $merica freely transferable from and payable to an e*ternal account. ;1et 3asis= means 6ron 7re in its natural wet state. ;)ry 3asis= means 6ron 7re at >,?C @degrees centigradeA. ;1'T= or ;1et 'etric Ton= means a wet metric ton of 6ron 7re. ;)'T= means a dry metric ton of 6ron 7re. 6t is the weight of total cargo loaded less the moisture content based on the independent sur+eyor report during loading to the 'B chartered by the 345%R. ;)eparture #tation= means the .oading Port at 7pen #ea0Port near 'ine #ite designated by #%..%R. ;6ndependent #ur+eyor= means an 6ndependent sur+eyor appointed by either party, CC6C0#"# will 3e appointed at loading port. ;'agnetite 6ron #and= shall mean fine magnetite iron sand mining in /ambales, Philippines and which is to be purchased by 345%R under this contract. ;:73= in accordance with 6ncoterms !> >. ;"o+ernment= means the "o+ernment of Philippines, its departments and subdi+isions.
;Price= shall mean the price for in+oicing purposes e*pressed in 4# )ollars, with any calculated price Rounded up to the nearest cent. ;.0C= 7pen .etter of Credit ;3. &T5= stands for 3ill of .adingCs &uantity, based on weighting done by 6ndependent sur+eyor. ;'C= stands for 'oisture Content of total cargo deli+ered based on 6ndependent sur+eyor result. A !"#$% 2.0 COMMODITIES a. Name of commodity b. Country of 7rigin : c. .oading Port d. 4nloading Port : e. #hipment :
: :
'agnetite 6ron #and Philippines #ubic Port >,>>>.>> )'T D,E in 34.F
A !"#$% 3.0 DELIVERY PERIOD &'( )UANTITY )*&'!"!+: >,>>>.>> )'T @G0H,EA. L&+#&': The 'agnetite 6ron #and shall be loaded within !> days after seller recei+ed the ,>E )own payment in Cash. A !"#$% ,.0 SPECIFICATIONS #pecification of 'agnetite 6ron #and to be sold under this Contract0$greement shall be as follows: Chemical composition as per 6ndependent #ur+eyor Report @Percentage by weight 3asisA I -' .F%/ 01.01 *2 3 R"45! -' R%6%#!"-' 7%$-8 01.01 #ilica @#i7!A I.,E 'a* $lumina @$l!7JA K.,E 'a* Phosphorous @PA >.>LE 'a* M Right on ReNection abo+e >. E #ulphur @#A >.>LE 'a* M Right on ReNection abo+e >. E Ti7! L.>E 'a* 'oisture L.>>E 'a* @:ree moisture loss at >,?C, degrees CelsiusA #ize >mm M ,mm, >> E 'in A !"#$% 9.0 B&:% PRICE B&:% P "#%: US;0<.00=DMT M%! "# T-'/ O 10.000 DMT ? 0<0.000US;
.U'"!%( .U'"!%(
S!&!%: D-$$&
S">!+ E"45! -'$+ 2%
D+
S!&!%: D-$$& S"> H*'( %( E"45!+ T5-*:&'(/
D%$"@% + FOB SUBIC PORT PHILIPPINES, 7&:%( -' F% #-'!%'! 011 *2. A !"#$% 0.0 PRICE ADAUSTMENT 'agnetite 6ron #and deli+ery under this contract shall conform to the abo+e standard chemical content in $rticle K.> and the price payable by 3uyer to #eller for the shipment shall be adNusted in accordance with the following manner: (a) Iron Content (Fe) F%?9<1 USD 99=DMT F%?9B1 USD 00=DMT F%?001 USD 09=DMT Fe=61% up USD 68/DMT N-!%: !5": ": !5% 7&:": C- !5% %:#&$&!"-' -C 2 "#% 7&:% -' !5% &::&+ -' &#!*&$ 4 &(% 2% #%'!&4%. !
.7/ O!5% C5%D"#&$ #-'!%'!: 6f #i7!PI.,E, the base price will be decreased by 4#)>.,>0)'T for each E abo+e I.,E, fraction pro rata( 6f $l!7JPK.,E, the base price will be decreased by 4#)>.,>0)'T for each E abo+e K.,E, fraction pro rata( 6f PP>.>LE, the base price will be decreased by 4#)>.!>0)'T for each >.> E abo+e >.>LE, fraction pro rata. 6f PP>. E, the 3uyer has the right to reNect the good or renegotiate on the price of the good( 6f #P>.>LE, the base price will be decreased by 4#)>.!>0)'T for each >.> E abo+e >.>LE, fraction pro rata. 6f #P>. E, the 3uyer has the right to reNect the good or renegotiate on the price of the good( 6f Ti7!PLE, the base price will be decreased by 4#)>.,>0)'T for each E abo+e LE, fraction pro rata. @cA Commercial 6n+oice shall be calculated on )ry 'etric Tons basis. 'oisture Content of the cargo shall be determined by obtaining the moisture loss at >,?C @degrees CelsiusA. $ctual weight calculation of the cargo @magnetite iron sandA to be proportionately reduced or added from the 3ill of .ading weight as per following formula: )ry 'etric Ton Note: 3. 1eight 'C Result CC6C0#"# Q Q Q 3. 1eight R S3. 1eight * @'C Result @in percentAT
3ill of .ading weight of the total cargo. 'oisture Content of the total cargo based on independent .aboratory test result.
Total $mount of Commercial 6n+oice Q )ry 'etric Ton * Price after adNustment as per Clause I @aA abo+e stated. A !"#$% E.0 TERMS OF PAYMENT 6n consideration of the deli+erables to be made by the #%..%R under this Contract, the 345%R shall pay in accordance with the following: -. . 4pon signing of the Contract, the 3uyer agrees to issue a downpayment co+ering 901 of the 3ase Price. The confirmed transfer of the downpayment will start the operation. -.! $lso upon signing of the Contract, the 3uyer agrees to issue an 6rre+ocable, O2%' .etter of Credit co+ering ,>E of the 3ase Price. -.J $ny payment payable under .0C by the 3uyer to the #eller, based on price adNustment schedule under $rticle I.>, shall be made upon each deli+ery and will start after the e8ui+alent of the first ,>E downpayment has already been deli+ered. A !"#$% <.0 DELIVERY OF THE PRODUCT @aA #hipping and )eli+ery of "oods by the #eller to the 3uyer declared +alid if the goods are recei+ed by the 3uyer at the .oading Port. @bA $ll fees, transportation and ris9 in the deli+ery of goods will be born by the parties according to the :73 port or )%.6B%R%) T7 nearest port. @cA T2% #%..%R shall complete the deli+ery of >.>>>)'TD >E of the good within the agreed time period. @dA The 345%R shall be responsible for chartering the +essel for e+ery shipment. @eA N7T16T2#T$N)6N" the pro+ision of reNection under $rticle K.> and $rticle I.>, if the 345%R reNects any of the product which do not comply with the specifications in $rticle K.>, the #%..%R shall supply replacement commodity which do comply with the specification subNect to reimbursement to the #%..%R, transport costs associated with returning the commodity to the J
point of origin, unless for any reasons, the said commodity is irreplaceable due to fortuitous e+ent or force maNeure, unable during period to fulfill or resume performance of the obligations hereunder, then either party, may in good faith terminate this Contract. @eA The #eller is considered released from any liability of the aforementioned defect in the deli+ery of the commodity, if no written notice of reNection is recei+ed within forty eight @KLA hours from the date of deli+ery. $rticle U.>> 3$NF6N" )%T$6.# 3uyer 3an9ing )etails 3$NF Name: $ddress: City: Country: #16:T Code: $ccount Name: $ccount Number: 3an9 3ranch: 3an9 7fficer: 3an9 Phone Number: 3an9 :a* Number: #%..%R 3an9ing )etails 3$NF Name: $ddress: City: Country: #16:T Code: $ccount Name: $ccount Number: 3an9 3ranch: 3an9 7fficer: 3an9 Phone Number: 3an9 :a* Number: $rticle >.> Title The title in respect of iron sand being bought shall pass from the #eller to the 3uyer after successful deli+ery at the port of loading. $rticle .> #$'P.6N" $N) $N$.5#6# $t the departure #eller shall at #ellerVs e*pense, appoint an 6ndependent #ur+eyor to determine the specification of 6ron content in each shipment, and shall pro+ide a certificate showing details of the determination and also the percentage of free moisture loss at >, C@ degree centigradeA 6f the difference in percentage of :e content between 3uyerVs and #ellerVs analysis of this Contract is more than >.,E point or if there e*ists a significant difference between the two said analysis in respect of any more chemical elements other than :e, #eller shall consult with 3uyer can use the a+erage. 6f, after consultation, the difference cannot be reconciled, the sample shall be analysed by an umpire agreed between 3uyer and seller. 6f umpire analysis is re8uired then any payment adNustment arising from this will be made when the umpire certificate is a+ailable. $rticle !.> :7RC% '$W%4R% 6f any time during the e*istence of this contract agreement either party is unable to perform whole or in part any obligation under this contract agreement, because of war, hostility, military operation of any character, ci+il commotions, sabotage, 8uarantine restriction, act of go+ernment, fire, floods, e*plosions, epidemic, stri9es embargoes and total brea9down of the stac9ing0ship loading systems, then the date of fulfilment of any obligation shall be postponed during the time when such circumstances are operati+e.
K
$rticle J.> $R36TR$T67N $ny dispute or claim arising out of this $greement shall be settled with mutual consent of both the parties. 6f the parties are failed to conclude the decision, settlement of dispute shall be referred to an $rbitrator agreed by the parties. The outcome of arbitration is final and binding for both parties. $rticle K.> $TT7RN%5 :%%# PR7B6#67N 6n any litigation . arbitration or other proceeding by which one party either see9s to enforce its rights under this Contract or see9s a declaration of any rights or obligation thereto, the pre+ailing party shall be awarded its reasonable attorney fees, and costs and e*penses incurred. $rticle ,.> T$X%# $N) )4T6%# $ll ta*es, import duties, clearance fees, go+ernmental e*penses and licenses or le+ies will be handled and paid by the parties concerned. $rticle I.> "7B%RN6N" .$1 This $greement shall be go+erned by and interpreted in accordance with the laws of the Philippines. $ny suit or proceeding arising out or relating to this $greement shall be instituted in the appropriate court of &uezon City or 'a9ati City, Philippines at the option of the aggrie+ed party. $rticle -.> C7N:6)%NT6$.6T5 Neither party shall, without the prior written consent of the other, disclose or ma9e a+ailable to any person, ma9e public, or use directly or indirectly, e*cept for the performance and implementation of the tas9s, any confidential information ac8uired from an information holder in connection with the performance of this Contract, unless: @ A the information is 9nown to the disclosing party, as e+idenced by its written records, prior to obtaining the same from the information holder and is not otherwise subNect to disclosure restrictions on the disclosing party, @!A the information is disclosed to the disclosing party by a third party who did not recei+ed the same, directly or indirectly, from an information holder, and who has no obligation of secrecy with respect thereto, or @JA re8uired to be disclosed by law. The obligations to preser+e the confidentiality cited abo+e shall sur+i+e the termination of this Contract. $rticle L.> B$.6)6T5 T26# Contract is considered Balid, .egal, 3inding from the )ate of #igning by 3uyer and #eller throughout completion of e*ecution of its Terms and Conditions. $ny Changes of the Terms and Conditions of this Contract must be in written form and added as an $ddendum upon agreed, signed and dated by both parties, which shall be considered as an integral part of this original Contract. The parties to this $greement hereby agree to full performance of the co+enants contained herewith. IN WITNESS WHEREOF, we the undersigned with our instrumental witnesses set our hands and affi*es our signatures on this day of our .ord this ____ day of ___________, !> J in &uezon City, 'etro 'anila, Philippines. BUYER: BLUEGREEN MINERAL TRADERS, INC. 3y: LYDIA Y. CU President , 3y: VICENTE FERNANDEZ RODRIGUEZ II 7wner0"eneral 'anager SELLER: VFR II CONSTRUCTION
S"4'%( "' !5% 2 %:%'#% -C: _____________________________________ ______________________________________
ACKNOWLEDGEMENT
R%P43.6C 7: T2% P26.6PP6N%#A &4%/7N C6T5 A #.#. BEFORE ME, this _____ day of __________, !> J at &uezon City, 'etro 'anila personally appeared the following with their respecti+e competent e+idence of identity: .5)6$ 5. C4 _________________________________________________ B6C%NT% :%RN$N)%/ R7)R6"4%/ _________________________________________________ 66
9nown to me to be the same persons who e*ecuted the foregoing instrument, consisting of se+en @EA pages including the page where the ac9nowledgement is written, and the parties ac9nowledged to me that the same is their free and +oluntary act and deed and that of the corporations which they represent. IN WITNESS WHEREOF, 6 ha+e hereunto set my hand and seal, on the date and place abo+eHwritten.
)oc. No. ________( Page No. ________( 3oo9 No. ________( S% "%: -C 2013.
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