Sale of Goods Agreement
This agreement, made and entered into this first day of July, 2009, by and between PT. Bogor Food Product., a corporation organized and existing under the laws of Indonesia with its main office at Jl. Telukbetung No.30, Jakarta Pusat, Indonesia (hereinafter referred to as “Seller” ), and Tokyo Gyorui Company Ltd., a corporation organized and existing under the laws of Japan with its main office at 3-1, Tsukiji 1-Chome, Chuo-ku, Tokyo, Japan (hereinafter referred to as “Buyer” ),
Whereas, Seller is a leading trader and supplier of various dried fish products in Indonesia and desires to export its products to Japan in accordance with such terms and conditions as specified hereinafter, and,
Whereas, Buyer is a leading trader and supplier of various fish products in Japan, and desires to import from Seller certain dried fish products of Indonesia into the Japanese market in accordance with such terms and conditions as specified hereinafter;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows:
Article 1 Sale of Goods
Seller shall sell, transfer and deliver to Buyer on or before October 31, 2009, the following merchandise, i.e., Ten Thousand Kilograms (10,000 kgs) of Dried Bonito Fish, which are the first class grade fish-bars for the manufacture of KEZURIBUSHI or fish-flake as material for soups and condiments ( hereinafter referred to as “Product”). The average quality standards of the Product shall meet the specification data indicated on the Exhibit 1 attached hereto.
Seller shall pack Product in One Thousand (1,000) carton-boxes, each containing net Ten (10) kilograms of Product.
Shipping mark of the Product shall be printed on each carton-box in accordance with Buyer’s instructions which shall be given to Seller by facsimile transmission sufficiently in time for the preparation of the cargo. The country of origin of the Product shall be clearly marked on the packing.
If the shipment of Product is not effected, at the latest, before the midnight of Jakarta time on October 31, 2009, this Agreement shall become automatically null and void.
Article 2 Shipment and Risk of Loss
Seller shall deliver Product to Buyer on a C.I.F. basis. Under any circumstance, parial shipments and transshipments are not allowed. Title and all risks of loss to Product shall pass from Seller to Buyer when Product have passed the ship’s rail at the loading port of Jakarta. Any and all delivery terms applicable under this Agreement shall be subject to the terms and conditions under the INCOTERMS 2000 of the International Chamber of Commerce.
Article 3 Price and Payment
The price at which Ten Thousand Kilograms (10,000 kgs) of the Product are sold by Se
ller to Buyer shall be Two Hundred Thousand U.S. Dollars (U.S. DLS. 200, 000) C.I.F. Tokyo.
Buyer shall cause an irrevocable and confirmed letter of credit, without recourse, available against Seller’s draft at sight, to be opened through a first class bank satisfactory to Seller.
The said letter of credit shall arrive at Seller’s office in Jakarta at least forty-five (45) days prior to the date of shipment of the Product.
Article 4 Inspection
All Product purchased are subject to inspection by Buyer. Buyer shall inspect Product as to quantity, and, as far as reasonably possible, inspect quality of Product to ensure conformity with the specifications which are set forth in Exhibit I attached to this Agreement.
Buyer shall conduct such inspection promptly after discharge of Product at the port of unloading thereof. Buyer shall promptly give a written notice to Seller of any claim for damages on account of quantity and/or quality, and Buyer shall specify the basis of such claim of Buyer in reasonable detail. The failure of Buyer to comply with these conditions shall constitute irrevocable of the goods by Buyer.
Seller shall follow Buyer’s instructions with respect to disposal of non-conforming Product. In case of request by Buyer for replacement or replenishment, a new delivery shall be made to Buyer in the same manner as stipulated herein.
Article 5 Warranty
Seller hereby warrants to Buyer and to its customers that Products shall conform to the Specifications as per Exhibit I attached hereto as well as to the samples previously given by Seller. This warranty by Seller shall continue for a period of six (6) months on and after the date of shipment from Jakarta.
Article 6 Relationship of the Parties
The relationship between Seller and Buyer shall be that of a seller and a buyer. Seller shall not be the agent of Buyer and shall have no authority to act on behalf of Buyer in any matter except in the manner and to the extent that Buyer expressly agrees in writing.
Article 7 Force Majeure
Seller shall not be liable for any delay, non-performance or any other default in performance of the obligations hereunder due to the occurrence of any of the following events which includes, but not limited to, prohibition of export, operation of laws, regulations, and orders by the Indonesian Government, war, riot, strike, fire, explosion, flood, typhoon, tidal wave, earthquake, act of God, and any other causes beyond the reasonable control of Seller.
If Seller is affected by such Force Majeure as mentioned above, Seller shall declare the Force Majeure to Buyer by notifying in writing of the circumstances within thirty (30) days.
If the circumstances continue a period longer than three (3) months, Buyer may terminate this Agreement upon fifteen (15) days prior written notice to Seller.
Article 8 Taxes and Charges
Buyer shall bear all taxes, import duties and any other charges in connection with the importation of Product hereunder.
Article 9 Non-Assignability
Neither party hereto may assign to any third party this Agreement or any right or obligation under this Agreement, without prior written approval by the other party.
Article 10 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed under this Agreement.
Article 11 Governing Law
The existence, validity, construction, operation and effect of this Agreement shall be determined in accordance with and governed by the laws of Japan.
Article 12 Jurisdiction
The parties hereto agree that all the disputes arising out of or in connection with this Agreement shall be brought in the Tokyo District Court of Japan for the first instance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duty authorized representatives in duplicate as of the day and year first above written and each party shall retain one original each.
For Seller: (PT. Bogor Food Product) For Buyer: (Tokyo Gyorui Company Ltd.)
(Name and title) (Name and title)