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MEMORANDUM OF UNDERSTANDING
Between: MISTER / COMPANY _____________________________________________ and S.C. ECO-GHID INTERNATIONAL S.R.L. - Constanta, Romania This MEMORANDUM OF UNDERSTANDING is agreed and signed one day of ___________ 2012 by: ______________________________ a ______________ company having the place of business in _____________________________ and S.C. ECO-GHID INTERNATIONAL S.R.L., a private company, having the place of business in Constanta, b-dul Tomis no. 336, bl. B1, having 16 years experience in this business and 8 years with Indian market. Whereas, Romania has large quantities of scrap steel and iron, free for export. Whereas, S.C. ECO-GHID INTERNATIONAL S.R.L. is a private company having as main object of activity the collecting and preparing of scrap steel and iron for trade inside of Romania and/or export from Romania. Whereas, our company is available for any other company interested in buying such scrap steel and iron as per international classification of ferrous scrap, from Romania. Whereas, the Parties desire to enter into this MEMORANDUM OF UNDERSTANDING for the purpose of establishing the rights and responsibilities of the Parties pending a final agreement - Selling Contract - of the ferrous scrap exported from Romania. Now therefore, the Parties agree as follows: 1. RELATIONSHIPS OF THE PARTIES 1.1. This MEMORANDUM OF UNDERSTANDING shall not expend to any other transaction, activity, relationship, contract or work of any kind. 1.2. Neither Party shall be authorized to assume or create any obligation on behalf of the other Party without the other Party`s prior written agreement. 1.3. Each Party when requested by the other Party shall promptly submit such data and answers questions may be needed such Party in fulfilling its responsibilities under this agreement. 2. THE SELL CONTRACT OF FERROUS SCRAP FROM ROMANIA 2.1. S.C. ECO-GHID INTERNATIONAL S.R.L. will collect and prepare as per international classification of ferrous scrap and buyers requirements the quantity of min. 100.000 tons (1.000 kg. = 1 ton), the said quantity will be exported during 365 days starting with the day of payment of the advance of 30% of the value of the first shipment, according to the Sell Contract and the letter of credit covering the difference of price. 2.2. The said quantity will be delivered as per INCOTERMS and conditions on CNF any port basis, in spot quantity of 2.000 to 5.000 tons, agreed as per later negotiations. 2.3. The ferrous scrap will be provided from: used rails, skeleton or rail wagons, skeleton of ships, scrap of steel sheets,old automobiles, rail way equipment, mining equipment, military stocks, tin cans, naval equipment, barges etc. 2.4. Dimension and bundles will respect the buyer written requirements and seller possibilities. 2.5. The ferrous scrap will be "FREE OF DIRT, NONFERROUS METALS OR FOREIGN MATERIALS OF ANY KIND" and excessive rust and corrosion and free of radioactivity. 2.6. The ferrous scrap will be "FREE OF ALLOYS, FREE OF WOOD, GUMS, GREASE, OIL, etc". 2.7. The deviation agreed by the Parties will be exceeded 2% from the quantity of one shipment. 2.8. The Parties agreed that the quantity per shipment to be 3.000 tons to 5.000 tons, or any other quantity asked by the buyer in 20 feet containers. 2.9. The payment conditions are: IRREVOCABLE, TRANSFERABLE, DIVISIBLE, CONFIRMED LETTER OF CREDIT, PAYABLE AT SIGHT L/C, OPENED IN FAVOR OF SELLER IN HIS BANKS IN ROMANIA, SPAIN AND GERMANY, (UCP - 600) as follows: -
30% of the
shipment value will be paid prior to delivery at the time of signing
the Sell
Contract, in order to allow the seller to partially cover his expenses
due to
collecting, storage, preparing, inland transportation, loading on board
of
seagoing vessel, activities.
-
The payment of
the 30% advance will be made against of a Letter of Guarantee issued by
the
Seller`s bank (if necessary) or "The Red Clause".
-
The balance of 70%
of the value of the shipment will be paid in 3 (three) banking days,
against
the draft Bill of Lading.
2.10.
The Parties agree that the ship agent into
the loading port is ____________________2.11. We are willing to any other forms of collaboration regarding the payment. 3. FINAL AGREEMENT The Parties agree to enter into a Sale Contract, which shall include the terms and conditions set out in this MEMORANDUM OF UNDERSTANDING and such other terms as may be necessary and agreed by the Parties. The Final Agreement - Sale Contract - shall be entered between the Parties according to the date established by both Parties through fax or email correspondence. 4. EXCLUSIVITY This MEMORANDUM OF UNDERSTANDING establishes an exclusive arrangement for sale of scrap steel and iron of Romanian origin to __________. Neither Party nor any officer, director or partner of a Party shall during the term of this MEMORANDUM OF UNDERSTANDING thereafter, either directly or indirectly, enter into any discussion with any other Party from the said countries for a similar sale contract. No additional Party shall become a Party to the MEMORANDUM OF UNDERSTANDING without the prior written consent of both Parties. Neither Party may assign this MEMORANDUM OF UNDERSTANDING without prior consent of other Party; provide, however, either Party, upon written notice to the other Party, may assign any rights or responsibilities under this MEMORANDUM OF UNDERSTANDING to any affiliated or subsidiary without the prior consent of the other Party. 5. WAIVER OF DAMAGES Notwithstanding anything to the contrary elsewhere in this MEMORANDUM OF UNDERSTANDING, neither Party shall be liable to the other Party for indirect, incidental, special or consequential damages, including, but not limited to, loss of profit, or cost of the capital, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise. 6. TERMS OF MEMORANDUM OF UNDERSTANDING This MEMORANDUM OF UNDERSTANDING shall be effective as of the ____ day of __________ 2012 and shall terminate upon the occurrence of the events listed bellow: a) A Sale Contract for ferrous scrap of Romanian origin is not entered into by the Parties; b) The Parties agree in writing to terminate this MEMORANDUM OF UNDERSTANDING; c) A Sale Contract for ferrous scrap of Romanian origin is not entered by the Parties on or before the established date by both Parties. d) Either Party breaches a material provision of their MEMORANDUM OF UNDERSTANDING and the other Party, in its sole discretion, terminates the MEMORANDUM. Termination of this MEMORANDUM OF UNDERSTANDING shall not terminate the rights and obligations of the Parties witch may arise prior to such termination. 7. MODIFICATION
This
MEMORANDUM OF UNDERSTANDING may be amended only by a written instrument
signed by
each of the Party (future contractual Parties).
8. CONCLUSIONS
At
your request we can offer you the real stocks of scrap available that
we have
and administrate, whether the material is prepared for export or not.
We
are waiting for you to send us your options at fax: +40-241-631884
(Constanta,
Romania) or email:
ghidgdy@gmail.com
;
ghidpapady@gmail.com.
;
ecoghidintl@gmail.com
9. APPENDANCE
MISTER
/ COMPANY
With anticipation of your
co-operation, _____________________
GENERAL MANAGER
dipl. eng. Ioan GHINDEANU ADMINISTRATOR ec. Daniela GHINDEANU You can download
this MEMORANDUM OF UNDERSTANDING here
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