This Agreement (“Agreement”) is made this………………. day of…… , ۲۰……. by and between SAMCO, whit its registered office at 17,pardis St. , Molasadra Ave., Tehran, Iran , ( “purchaser” ) and…………………………….. With its registered office at …………….. (“Seller”).
WHEREAS, Seller has engaged in the business of manufacturing and selling………………….. And,
WHEREAS, purchaser desires to purchase from seller and seller desires to sell to purchaser……….
NOW THEREFORE, in consideration of the premises and covenants herein contained, the parties hereto agree as follows:
Article 1. Sale of Goods
۱٫۱ purchaser agrees to purchase from Seller and Seller agrees to sell newly manufactured ………………………. (“Goods”), of which the specifications, the quantities and the delivery schedules are according of the Appendix I attached hereto.
Article 2. Price
۲٫۱ The agreed unit price of each Goods in according to the Appendix II attached hereto.
۲٫۲ The price is based on FOB/C&F/CIF……………….. Port basis and is firm and valid up to the actual arrival date of all the Goods at purchaser’s yard or warehouse.
Article 3. Delivery
۳٫۱ The Goods will be delivered by seller to purchaser at………………. port in accordance with the delivery schedule attached hereto as Appendix I (“Delivery schedule”).
۳٫۲ If the purchaser order is on C&F or CIF basis, Seller will arrange the suitable vessel to transport the Goods to the destination of B.ABBAS. Iran or other seaport designated by purchaser’s shipping instruction at least on month prior to delivery of the goods. The Seller will notify purchaser of the necessary information at least fifteen (15) days before each shipment so that purchaser may make arrangement for receipt and inland transportation if necessary of the Goods.
۳٫۳ The purchaser may change the Delivery schedule for his convenience.
If any such change should cause an increase in the cost or an extension of the time required for performance of the order, an equitable adjustment will be made in the price of the Goods or with respect to the time for performance, or both. No claim by Seller for adjustment hereunder will be valid unless made in writing with supporting documentation within thirty (30) days after receipt of such notice of change. Failure of Seller to make a clime within the said period will constitute an unconditional, irrevocable waiver by Seller of any right to make a claim for adjustment.
۳٫۴ purchasers is under no obligation to accept over shipments, unless it is agreed writing by purchaser prior to shipment .Excess shipment may be returned at Seller’s expense and responsibility.
Article 4. Inspection
۴٫۱ purchasers may enter Seller’s premises and work at all reasonable time for the purpose of inspecting and testing the Goods and to check the method of manufacture, materials, assembly, labeling, testing and packaging in order to ensure that such methods comply with purchaser’s specification and with the standard required under the Iranian laws.
۴٫۲ The Goods will be subject to inspection and test by Purchaser to the extent purchaser at all times and places during and after the period of manufacture. If inspection or test is made by Purchaser on Seller’s premises, Seller, without additional charge, will provide all reasonable facilities and assistance for the safety and convenience of the purchaser.
No inspections or test made prior to delivery to Purchaser will relieve Seller from responsibility for defects or other failure to meet the requirements of the Agreement.
۴٫۳ A final inspections will be carried out at destination, unless otherwise agreed by both parties. In the that any Goods are determined to be determined to be defective in material or workmanship or otherwise not in conformity with the requirements of the Agreement at the final inspection , Purchaser my, by written notice to Seller, at his own election and without prejudice to clime for losses and damages suffered by purchaser due to such default and any other remedies permitted under the laws, (i) rescind the order as to such Goods, (ii) accept such Goods at an equitable reduction in price, or (iii) reject such Goods and require the delivery of replacements.
If Seller fails to deliver required replacements promptly, Purchaser may (i) replace or correct such Goods and charge Seller the cost incurred to purchaser thereby, or (ii) terminate the order without any liability of the Purchaser.
Filing of above claim will be executed and notified within six (6) months after receipt of shipment.
Article 5. Delivery date
۵٫۱ Time for delivery will be of the essence and must be strictly adhered to. The Goods must be delivered not later than the required delivery dates.
If Seller for any reason will refuse or fail to make shipments in compliance with the Delivery Schedule, purchaser, in addition to any other rights it may have, may cancel the whole or any part if the order without any liability on the part of the Purchaser due to such default.
Purchaser’s acceptance of extension of the delivery date will not prejudice Purchaser’s right to claim losses and damages suffered by purchaser and any other remedies permitted under the laws.
۵٫۲ The Purchaser will be under no obligation to accept delivery of the Goods before the delivery date. Should Purchaser agree to accept early delivery, the purchaser will be entitled to withhold payment in respect of such deliveries until the required delivery date.
Article 6. Payment
۶٫۱ Except otherwise agreed by the parties, all the payments for the Goods will be made in the United States Dollars by an unconditional, irrevocable letter of credit in favor of the Seller.
۶٫۲ the letter of credit will be established by purchaser at least fifteen (15)days prior to each scheduled shipment date and to be negotiable at sight against drafts accompanied by the following shipping documents and to be valid be valid for no less than fifteen ( 15 ) day after the latest date allowed for the shipment.
(۱) Full set of clean on board Bill of lading.
(۲) Commercial Invoice signed by seller in triplicate.
(۳) Packing List in triplicate.
(۴) Certificate of Origin in triplicate.
(۵) Inspection Certificate in duplicate issued by the inspector designated by purchaser.
(۶) Insurance policies or Certificate in triplicate, in case, the purchaser order being on CIF basis.
۶٫۳ Payment of an invoice and a bill of exchange will not constitute acceptance of the Goods and will be subject to adjustment for errors, shortage, defects in the Goods or other failures or seller to meet the requirements of the Agreement.
Article 7. Packing
۷٫۱ Unless otherwise indicated by the purchaser order, all the Goods will be packaged, labeled, packed, marked and otherwise prepared for shipment in a manner which, is:
(۱) In accordance with good commercial practice:
(۲) Acceptable to carrier and in accordance with all international practice and Iranian Laws and regulations, and
(۳) Adequate to ensure safe arrival of the Goods at the place designated in each purchase order and for storage and protection against weather and sea water.
۷٫۲ The seller will mark all boxes and crates with necessary lifting, handling, and shipping information well as the purchase order number, date of shipment and all other information about usual nature. An itemized packing list will accompany each shipment unless otherwise specified by purchaser.
Article 8. Marine Insurance, Title and Risk of Loss
۸٫۱ if, the purchase order is on C.I.F, basis, Insurance on the value of one hundred ten percent (110%) of the order amount will be affected by seller.
Insurance policies or Certificates must expressly stipulate that claims are payable in the currency of drafts and must also indicate a claim settling agent in Iran.
Insurance must include institute cargo clauses (A/R), Institute war clause and institute S.R.C.C clause.
۸٫۲ Title to the Goods and risk of loss and damage will pass to purchaser upon delivery on board the vessel at the shipping port, without prejudice to any right of rejection or other rights which might be available to purchaser under the or otherwise.
Article 9. Warranty / Condition and claim
۹٫۱ sellers expressly warrant that the Goods will strictly comply with all specifications, drawing or other instruction or the sample approved and accepted by purchaser.
Seller further expressly warrants that the Goods will be of good materials and adequate workmanship, free from defects.
۹٫۲ in the event that there will be any defects, including latent defects in the Goods for the reason attributable to seller during the warranty period, as set forth in Article 9.3 below , seller will at his own expenses, correct such defects by repair or replacement at the location specified by purchaser . If seller fails to correct such defects within days after receipt of notice thereof, the purchaser may correct such defects by itself, in such case the purchaser’s cost resulting from such repair, including, but not limited to costs for labor, materials, inspection and shipping to and from purchaser’s facilities will be borne by seller.
A latent defect is defined as a defect in the goods existing at the time of manufacture but not then active or discernible and/or any recurrent failure of times generally conforms to the functional or reliability requirements set forth in the specification, which could not have been reasonably detected by purchaser using acceptance tests customary in the industry.
۹٫۳ Filing warranty claims under this Article will be executed and notified by and from purchaser to seller by fax, cable, email or in writing not later than one (1) month after expiration of the warranty period set forth below.
This warranty for the goods will remain in effect for twenty-four (24) months from the date of delivery to the seller or twelve (12) months after putting into normal use and service whichever event will occur later.
The goods repaired or replaced will be subject to the provisions of this article 9 to the same extent as the goods initially supplied.
Article 10.Liquidated Damages
۱۰٫۱ In the event of delay in delivery for reasons attributable to seller, purchaser may claim on percent (1%) of the total price of the goods of which delivery will have been delayed, per each full week from the scheduled delivery date to the actual delivery date thereof.
The total amount of the liquidated damages herein will be limited to twenty percent (20%) of the total prices of the goods delayed.
۱۰٫۲ When a seller repudiates the order with respect to performance yet due or definitely refuses to perform the order before or after the schedule delivery date, purchaser may claim twenty percent (20%) of the total prices of the order repudiated or refused to perform, as liquidate damages.
۱۰٫۳ purchasers may accept the goods with right to claim liquidated damages completed at the rate stipulated in Appendix III for the losses and damages sustained in purchaser due to specific causes therein, such as capacity, shortage or other differences to the specifications of the goods which is specified in Appendix I. The total amount of the liquidated damages herein will be limited to twenty percent (20%) of the prices of the goods.
۱۰٫۴ This provision of liquated damages will be provided in light of the actual or anticipated harm case by the breach and the difficulties of proof of loss, therefore this provision will not prejudice other rights and remedies purchaser will retain.
Article 11. Liability
۱۱٫۱seller agrees to indemnify defend and hold harmless purchaser from and against any liabilities, claims and damages arising out of the death of injury or any person or damage to any property alleged to have resulted from a defect in or malfunctioning of the goods.
Seller will insures at his expense in the name of the seller and purchaser against such liability with a first class international insurance company or underwrite approved by purchaser in the amount of Two Million United States Dollars per occurrence.
۱۱٫۲ Seller warrants that the Seller will comply with all applicable state and local laws, rules and regulations in the country of origin and destination of the Goods. Seller agrees to defend, protect and keep harmless purchaser against all claims for losses and damages and all suites with respect to the actual or alleged violation of such laws, rules and regulations.
Article 12.Intellectual Property
۱۲٫۱ sellers expressly warrant that sale, use and distribution of the goods will not infringe on any patents, copyright, trademark or other intellectual property rights in the country in which the goods are sold, used or distributed.
Seller agrees to defend, protect and keep harmless purchaser, its successors against all claims for losses, damages and all suits with respects to actual or alleged infringement of such proprietary right arising by reason of sale use or distribution of the goods.
Article 13.Exclusive property
۱۳٫۱ All specifications, technical information data furnished by purchaser will be treated confidential and be deemed the exclusive property of purchaser.
The seller warrants that such specifications, technical information and data will not be used or disclosed for any purpose other than that set out in the Agreement.
۱۳٫۲ All tools and molds, if any, furnished by or paid for purchaser will be deemed the exclusive property of purchaser.
The seller warrants that such tools and molds will only be used for, manufacturing of the goods. Seller will be responsible for such tools and molds as long they are in seller’s possession and custody.
Article 14 Taxes Duties
۱۴٫۱ any taxes and duties both present or future levied in the Islamic Republic of Iran on or directly related to importation and use of the goods will be borne by purchaser, while such imposed by any governmental authorities other than the Islamic Republic of Iran or directly related to production, export and transportation of the goods will be borne by seller.
Article 15 Assignment
15.1 Neither party have the right to assign it is rights and obligations under the Assignment in whole or in part without the written consent of the party.
In the event of an assignment, the assignor’s will be jointly and severally held responsible with assigner for full performance of his obligations to the other party.
Article 16 Termination
۱۶٫۱ Without prejudice to any other part of the Agreement or to the warranties given by the seller, either party may terminate the Agreement.
(۱) If the other party, commits a breach of his obligations, which is not remedied with reasonable time or
(۲) in the event the other party commits or suffers on an act or an event which is not remediable and which operates to prevent the further performance of the Agreement including:
(a) Compounding or arranging with creditors
(b) Becoming insolvent
(c) Suffering the appointment of a receiver of his assets
(d) Going into liquidation whether compulsorily or involuntarily (except for the purpose of the amalgamation or reconstruction)
(v) Doing or suffering any other event or act equivalent to the above
۱۶٫۲ Upon Termination of the Agreement, neither party will be discharged from any antecedent obligations or liabilities of the other party under the Agreement unless otherwise agreed in writing by the parties.
۱۶٫۳ Nothing in the Agreement will prevent either party from enforcing the provisions thereof by such remedies as may be available with or in lieu of termination.
Article 17 Arbitration
۱۷٫۱ All disputes, controversies, or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or for the breach thereof will be finally settled by arbitration in Tehran, Iran in accordance with the Commercial Arbitration Rules of the Iranian Commercial Arbitration Board and under the laws of Islamic Republic Iran. The award rendered by the arbitrator(s) will be final and binding upon both parties concerned.
Article 18 Governing Law
۱۸٫۱ The formation validity construction and the performance of this Agreement will be governed by and construed in all respects in accordance with the law of the Islamic Republic of Iran and INCOTERM 2010 as supplemented.
In the event of conflict between the Iranian laws and INCOTERMS 2010 as supplemented, the latter will prevail and govern.
Article 19 Notice
۱۹٫۱ Unless otherwise agreed by the parties, all notices, invoices and communications under the Agreement will be sent to the parties at their addresses set forth in the initial paragraph of the Agreement.
All notices will be sent by registered airmail and where circumstances require, notices may be sent by wire, cable, email or fax which will be confirmed by registered airmail. All notices given as herein provided will be effective on the date received by the addressee party.
Article 20 Miscellaneous
۲۰٫۱ These conditions are the only conditions upon which purchaser prepared to deal with the seller and they will govern this Agreement to the entire exclusion of any other express or implied condition.
۲۰٫۲ No terms and conditions of this Agreement will be changed altered modified unless agreed upon in writing by both parties hereto.
۲۰٫۳ The waiver by purchaser of any right under the Agreement will not prevent the subsequent enforcement of that right and will not be deemed a waiver of any right.
۲۰٫۴ The heading in this Agreement are for reference only and are not to be construed as part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.
