ADDITIONAL CONDITIONS OF PURCHASE

Any of the Buyer’s purchases shall be governed exclusively by the terms set forth herein. Variations shall bind the Buyer only if confirmed in writing. These terms shall override any other conditions regardless of when and in what matter stipulated, incorporated or referred to by the Seller.

The goods must correspond with their description and/or be fit for all purposes for which of that kind are commonly bought and/or must be fit for a particular purpose where such particular purpose expressly or impliedly is made known to the Seller. The Seller undertakes to supply goods which conform in respect of metallurgical or chemical composition, physical and mechanical properties, dimensions, surface, shape, screening, purity or other descriptions in the contract.

The Buyer must be given a responsible opportunity of examining the goods. Unless the parties have agreed otherwise, the examination shall take place at the port of discharge or at their final destination at Buyer’s discretion. The Seller shall furnish own certificate(s) of quality and quantity where it is the manufacturer of the goods and in addition thereto certificate(s) of an independent, internationally recognized surveyor approved by the Buyer where it is a trading company. Such certificate(s) shall be for the Seller’s account. The Buyer is entitled to arrange for certificate(s) of quality and quantity at the port of discharge or at their final destination by an independent, internationally recognized surveyor, which shall be final, binding and conclusive as regards the quantity, description, condition, merchantability and/or fitness for purpose of the goods.

The Buyer may reject by notice in writing any goods or part thereof, which are not delivered in accordance with the contract and may return any goods rejected at the Seller’s expense and risk subject to a lien for any amount owing to the Buyer for any carriage, warehouse or other charges in respect thereof. If the Buyer shall accept goods which are not in accordance with this contract, such acceptance shall not constitute a waiver of rights and/or shall not prejudice any claims arising out of such breach of contract

Delivery shall be made in accordance with the requirements set out in the purchase order. Time is of the essence in respect of the performance of contractual obligations

The Seller hereby warrants that any tanker, bulk carrier or other bulk carrier is clean and suitable and seaworthy prior to loading, whether or not made available by the Buyer.

Where the Seller is responsible for the provision of shipping space, the following terms shall apply: (i) the carrying vessel shall be seaworthy and cargoworthy; (ii) the Seller shall , at least 25 calendar days before the commencement of shipment period provide the Buyer with written nomination containing details of the carrying vessel, which nomination shall include: name, age, flag, number of holds/hatches, capacity of working gears, and estimated time of arrival at load port. Within 48 hours hours of receipt of such written nomination, the Buyer shall provide the Seller with their written acceptance of such nomination. It is understood and agreed that the Buyer shall have the absolute right at their sole discretion to reject the said nomination; (iii) the age of the vessel carrying shall not exceed 15 years. In case her age exceeds 15 years and the vessel is suitable, the overage insurance premium thus incurred shall be borne by the Seller. Vessels over 20 years of age shall in no event be acceptable; (iv) the Seller shall, at least 7 days prior to the estimated date of shipment, inform the Buyer by telefax or e-mail of the following: expected date of departure from the load port and expected time of arrival at the port of destination; (v) within 24 hours of completion of loading, the Seller shall provide the Buyer, telefax or e-mail, with the following details: contract number, quantity of cargo loaded on board (net and gross, if applicable), sailing date from the load port and estimated time of arrival at the discharge port; (vi) if goods are to be shipped per liner vessel under liner B/L, the vessel must be classified as the highest British Lloyd’s or equivalent class as per the Institute Classification Clause and shall be so maintained throughout the duration of the relevant B/L; (vii) the Seller shall by fastest means communicate details of any accident that may occur while the carrying vessel is en route and which might affect the quantity, quality and time of arrival of the vessel at the discharge port.

With the exceptions of late delivery or non-delivery due to ‘Force Majeure’ events, if the Seller fails to make delivery in accordance with the terms of this contract, the Seller shall indemnify the Buyer for all losses, damages, expenses, including but not limited to, purchase price and/or purchase price differentials, interest thereon, inspection fees, customs duties, storage and handling fees, dead freight, demurrage and/or consequential direct or indirect losses, such as claims by the Buyer’s sub-purchaser. The Buyer shall have nevertheless the right to cancel in part or in whole the contract without prejudice to the Buyer’s right to claim compensation.

In the event of natural disasters, fire, explosions, wars, governmental acts or other events beyond reasonable control of either party preventing the Seller from delivering or Buyer or Buyer’s sub-purchaser from receiving, then the party so prevented shall give notice by telefax or e-mail thereof to the other party and shall be excused from performance during the continuance of such contingency, provided the party claiming force majeure shall bring evidence of such event by certificate issued by the competent governmental authority or the chamber of commerce, which is located at the place where the event occurred. Upon termination of such contingency, the undelivered quantity involved shall be delivered by the Seller and accepted by the Buyer’s sub-purchaser has terminated the agreement due to the delay, provided however that neither party shall be entitled to terminate this contract within 60 days of receipt of notice of such contingency. Such termination will be communicated to the Seller immediately. If the Seller claims excuse under this provision, this shall not affect any goods in transit or goods for which shipping space has been booked by the Buyer and given the Seller due notice. If the Seller’s capacity is only partly affected by an event of force majeure, then it will deliver pro-rata.

The Seller shall, in due course prior to delivery, obtain and keep in good standing all government permits or licenses which may be necessary or expedient for the export or other performance by the Seller ion accordance with the terms of this contract.

11.1) The invalidity or unenforceability of any provision of these conditions or of the contract shall not affect the validity and enforceability of the remaining provisions and the contract as a whole. Such provision shall be replaced by a provision which comes nearest to the invalid or unenforceable provision in its economical and legal intention.

11.2) Neither party may assign any rights or claims under this contract without prior written consent of the other party.

11.3) The International rules for the interpretation or trade terms of the International Chamber of Commerce (latest edition), as amended from time to time shall apply to this contract.

11.4) The Uniform Law of International Sale of Goods, the Uniform Law of formation of Contracts of the International Sale of Goods and the Convention on Contracts for the International Sales Goods shall apply. This contract shall be governed by and construed in accordance with the laws of Australia. All disputes arising out of or in connection with this contract, including but not limited to the implementation, the validity, the execution and the interpretation, shall be settled by arbitration in accordance with the provision of the Arbitration Ordinance. The Seller and the Buyer shall each appoint one arbitrator and the two so chosen shall appoint a third. In the event of failure of either the Buyer of Seller to appoint their arbitrator within 7 days of receipt of a request o make such appointment, the arbitrator already appointed by the other party shall act as sole arbitrator. The language of the proceedings shall be English.