DRAFT-NAEGA-NO-2.-2017-with-Bracketed-Text (1)

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NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.

FREE ON BOARD EXPORT CONTRACT U.S.A./CANADA

Revised as of XXX X, 2017 NO.2


Contract No._________________________________________

New York, N.Y.___________ _____20_________________________

1. Sold by ________________________________________________________________________

2. Purchased by ________________________________________________________________________

3. Broker/Agent ________________________________________________________________________

4. Quantity ______________________________________________________________________________
in bulk, including dockage, 5% more or less at buyer's option, and at market price (per Clause 10)
as follows: If the first delivery under this contract is for a quantity between contract minimum and
contract maximum (both inclusive), no further deliveries shall be made. If this contract is to be
executed by more than one vessel, the loading tolerance of 5% more or less shall apply on the
difference between the mean contract quantity and the quantity that has been delivered on all prior
vessels. Any delivery which falls within this difference, plus or minus 5%, shall complete the
contract.

5. Weight
Quantity to be final at port of loading in accordance with customary weight certificates. 1,016
kilos shall be equal to 2,240 Ibs.

6. Commodity
______________________________________________________________________________

______________________________________________________________________________
in accordance with the official grain standards of the United States or Canada, whichever
applicable, in effect on the date of this contract. [Delivery of higher (better) grades of
grain of the same type and description is permissible.]

7. Quality
Quality and condition to be final at port of loading [as per official inspection certificates and/or other
certificates as may be required in this contract.]

In case of delivery at St. Lawrence ports, quality and condition to be final in accordance with Lake
and/or loading ports official inspection certificates; Lake inspection certificates to be properly
identified at [ports of loading.]

Each party hereby authorizes the other party to request in both parties' names an appeal inspection
under the U.S. Grain Standards Act[, if applicable and/or the appropriate entity as may be required
in this contract] at any time prior to or during the loading of the vessel, and whether or not such
request was filed before commencement of loading. The cost of such appeal inspection, unless
otherwise stipulated in this contract, shall be borne by the party requesting it.
The commodity is not warranted free from defect, rendering same unmerchantable, which would
not be apparent on reasonable examination, any statute or rule of law to the contrary
notwithstanding.

8. Delivery
Delivery shall be made between_________________________________________
and_________________________________________ , both inclusive (the "delivery period"), at
discharge end of loading spout, to buyer's tonnage in readiness to load, in accordance with custom
of the port and subject to the elevator tariff to the extent that it does not conflict with the terms of
this contract. Incorporation of a loading rate guaranty in this contract shall not entitle seller to
delay delivery.

Buyer shall give vessel nominations ("preadvice") in accordance with Clause 15, in time for seller
to receive minimum days notice of probable readiness of tonnage and quantities required (the
"preadvice period"). Buyer to keep seller informed of changes in expected date of vessel readiness.

Time for the preadvice shall be deemed to commence to count at 1200 noon, local time at place of
receipt, on the business day of receipt by seller and shall be counted in consecutive periods of 24
hours.

Seller shall, if applicable, declare port and berth of loading within a reasonable time (but not later
than ___________________________ days) after receipt by seller of the preadvice, except that
seller shall not be obligated to make such declaration earlier than (a) the 8th day prior to
commencement of the delivery period for port declaration and (b) the 5th day prior to
commencement of the delivery period for berth declaration.

The vessel shall not be prevented from filing and from taking its place in the vessel line-up at the
designated port/berth during the preadvice period or before commencement of the delivery period,
notwithstanding which, seller shall not be obliged to effect delivery to the vessel before the
expiration of the preadvice period or before commencement of the delivery period. For the
purposes of this contract a vessel shall be considered filed when it (a) has tendered valid notice of
readiness to load to the charterer or its agent, at the port of loading, (b) has given written advice of
such tender to the loading elevator, complete with all customarily required documents, such advice
having been presented between the hours of 0900 and 1600 local time on a business day or between
the hours of 0900 and 1200 noon on Saturday (provided not a holiday) and (c) is ready to receive
grain in the compartments required for loading under this 'contract.

Buyer shall be allowed to make one substitution of a vessel, provided the substituting vessel is of
the same type and approximately the same size and position. If the original or the substituting
vessel is unable to lift the commodity by reason of the vessel having sunk or having suffered
incapacitating physical damage, an additional substitution shall be made of a vessel of the same
type and approximately the same size, and with a position agreeable to buyer and seller. Such
agreement shall not be unreasonably withheld. The nomination of the substituting vessel shall be
subject to the preadvice requirements of this clause, regardless of any preadvice previously given,
unless the estimated time of arrival of the substituting vessel is the same as the estimated time of
arrival of the original vessel when nominated. No substitution of vessels other than as provided in
this clause shall be made. If this is a "named vessel" contract, no substitution other than after a
casualty as described above shall be permitted.

Bills of lading and/or mate's receipts to be considered proof of date of delivery in the absence of
evidence to the contrary. Any delivery in part fulfillment of this contract shall be considered as if
made under a separate contract.
9. Days
In any month containing an odd number of days, the middle day shall be reckoned as belonging
to both halves of the month.

10. Price
___________________per________________________________________________________
free on board buyer' s tonnage
at____________________________________________________________________________
______________________________________________________________________________
If this contract is for a flat price, any variance in quantity from the mean contract quantity shall be
settled basis the FOB market value (as defined in paragraph (a) and (b) below).

If the contract price is to be established on an exchange of futures, futures shall be exchanged prior
to delivery of the commodity or at least 5 calendar days prior to the last trading day of the
applicable futures month, whichever is earlier, to the nearest 5,000 bushels of the mean contract
quantity. If deliveries under this contract result in a variance from the mean contract quantity, there
shall be another exchange of futures as soon as possible after the last date of loading to bring the
resulting amount of futures exchanged to the nearest 5,000 bushels of the quantity delivered. All
exchanges of futures shall be made within the range of prices prevailing on the futures market on
the date of the exchange. The variance from the mean contract quantity shall be settled basis the
market value of the premium (as defined in paragraph (a) and (b) below).
(a) The FOB (flat price) market value, or the market value of the premium, as the case may be,
shall be that prevailing on the close of the appropriate market in the country of origin of the
commodity on the last date of loading, if such be a business day, otherwise on the close of
such market on the previous business day.
(b) In the event the parties do not agree on the market value by the time the shipping documents
are ready to be transmitted to buyer, seller shall invoice the entire shipment provisionally at
contract price. Thereafter, final invoice for the difference between contract price and market
value shall be presented as soon as possible and payment shall be made immediately.

11. Payment
*(a) Net cash by irrevocable divisible letters of credit issued or confirmed by a prime U.S. bank
in New York (or by mutual agreement), available by sight drafts accompanied by shipping
documents per Clause 12 (or warehouse receipts if option (c) of Clause 18 is exercised). Such
letters of credit, in a form acceptable to seller, shall be established not later than 5 days prior to
the beginning of the delivery period, and shall be valid at least until the 30 th day after expiration
of the delivery period. Should delivery be delayed beyond the delivery period, buyer, if requested
by seller, shall amend letters of credit accordingly and buyer shall increase the amount of the letter
of credit to provide for carrying charges, if applicable. All bank charges shall be for buyer's
account.
--or--

*(b) Net cash in U.S. Dollars, by telegraphic transfer to the bank designated by seller, against
presentation of and in exchange for shipping documents
per Clause 12 (or warehouse receipts if option (c) of Clause 18 is exercised). Such presentation
shall be made in the city of _______________________________________________________
All bank charges in connection with payment shall be for buyer's account.

--or--
*(c) __________________________________________________________________________

__________________________________________________________________________
__________________________________________________________________________
*Delete paragraphs which are not applicable.

12. Shipping Documents


Payment to be made against bills of lading or mate's receipts (at seller's option), and weight and
inspection certificates. However, if practicable, seller shall follow instructions of buyer in
establishing bills of lading containing such clauses as buyer's/vessel' s agents or owners usually
endorse or attach. Buyer shall accept such bills of lading but seller assumes no responsibility for
their correctness.

13. Notice of Delivery


Notice of delivery stating vessel's name, dates of bills of lading (or mate's receipts), quantities and
qualities loaded (including percentage of dockage if applicable) shall be given or passed on by
seller to buyer without undue delay. Notices of delivery shall be subject to correction of any errors.

14. Insurance
Marine and war risk (plus strikes, riots, civil commotions and mine risk) insurance, covering
seller's/buyer's interests as they may appear, is to be covered by buyer with first-class approved
companies and/or underwriters and to be confirmed by such companies and/or underwriters to
seller at least 5 days prior to the expected readiness of the vessel. If this confirmation is not
received by seller by such time, seller may place such insurance for buyer's account and at buyer's
risk and expense.

15. Communications
All notices under this contract shall be given by letter, if delivered by hand on the day of writing,
or by cable, telex or other method of rapid written communication. Any notice received
after 1600 hours (local time at place of receipt) on a business day shall be deemed to have been
received on the following business day, except that for notices given and received by parties which
are both located in the Continental United States and/or Canada, the reference herein to 1600 hours
shall signify 1600 hours New York City time (E.S.T. or E.D.T., as in effect on date of receipt of
the notice).

16. Circles
(a) For the purposes of this clause, a circle shall consist of a series of contracts in which each seller
is also a buyer of a commodity of the same description and quality, for delivery at the same
ports and with compatible delivery periods.

(b) If this contract forms part of a circle, each party may agree with the other parties in the circle
to forego actual delivery and to participate in a clearing agreement for the settlement of
contract price differences. Monies due and owed to parties in the circle shall be payable on the
middle day of the contract delivery period.

(c) If a circle can be shown to exist but no clearing agreement has been reached by the lOth
calendar day following the last day of the delivery period, actual delivery shall not be made
and payment shall be made by each buyer to its seller of the excess of seller's invoice amount
over the lowest invoice amount in the circle. Such payments shall be made promptly after the
lOth calendar day following the last day of the delivery period.

(d) Should any party in a circle fail to make payment on the due date as required under paragraph
(b) or (c) above for reasons cited in Clause 23 or for any other reason, payment shall be made
between each buyer and its seller of the difference between the seller's invoice amount at
contract price and the market value of the commodity on date of insolvency or default, as the
case may be. Such payment shall be made latest on the 2nd business day after the due date
under paragraph (b) or (c) above. Payments already made under paragraph (b) or (c) above
shall be refunded.

(e) All circle settlements shall be based on the mean contract quantity.
If a circle under paragraph (b), (c) or (d) above exists, Clause 21 shall not apply and Clauses
18 and 20 shall not be invoked. Payments due on a non-business day shall be made not later
than the following business day.
All payments made after the delivery period shall include carrying charges from the day
following the last day of the delivery period, to the date of payment, at the rates stipulated in
this contract. These carrying charges shall be settled individually between each buyer and its
seller.
(f) The parties agree that any dispute arising out of the voluntary clearing agreement entered
into in accordance with paragraph (b) above shall be subject to arbitration as to any party
thereto. Such arbitration shall be conducted in accordance with the provisions of Clause 30.
(g)
17. U.S./Canadian Government Rules and Regulations
Buyer and seller agree to comply with the U.S. [and/or] Canadian regulatory prerequisites
applicable to this contract, including, but not limited to, those governing any export subsidy,
destination controls, government financing of agricultural commodities and the monitoring of
export purchases and sales. Any losses, fines, penalties, expenses, costs or damages incurred as a
result of failure to perform in accordance with this provision shall be borne by the party responsible
for such failure.

18. Failure to Take Delivery


If vessel fails to file before the end of the delivery period, buyer shall be in breach of contract and
seller shall carry the grain for buyer's account and risk as
provided in Clause 19. In the event that buyer has not given vessel nominations conforming to the
applicable provisions of Clause 8 by the 15th calendar day following the last day of the delivery
period, or if the vessels having been nominated within such time, fail to file by the 35th calendar
day following the last day of the delivery period, seller may, in its discretion: (a) continue to carry
the commodity for buyer's account and risk, (b) declare buyer in default, or (c) tender to buyer
proper warehouse receipts in a quantity equal to the mean quantity open under this contract, in
exchange for which buyer shall pay at contract price plus accrued carrying charges, but less out-
elevation and outbound weighing and inspection charges. Such tender of warehouse receipts shall
be deemed due performance of the contract by seller.

SPECIAL PROVISIONS FOR CONTRACTS PROVIDING FOR DELIVERY AT ST.


LAWRENCE, GREAT LAKES OR HUDSON BAY PORTS:

(1) Seller shall be barred from declaring option (b) above while the navigation in the designated
delivery area is officially closed for the ice season, and for 20 days thereafter.
(2) However, if options (a), (b) and (c) above become available to seller only while the navigation
is officially closed, the seller may declare option (b) during the first 10 days it becomes
available to him; thereafter, he shall be barred from declaring it, until the 21" day after the
official opening of navigation.
(3) If seller carries the grain into the new season for buyer's account, buyer shall have the right to
nominate vessels per Clause 8, regardless of whether vessels were already nominated during
the delivery period.

19. Carrying Charges


If the commodity is being carried for buyer's account and risk as provided in Clause 18, it is
mutually agreed that carrying charges, consisting of storage, insurance and interest, shall accrue
as follows:
(a) Storage and insurance from the day following the last day of the delivery period up to and
including the dates of delivery (or if seller exercises option (b) or (c) of Clause 18, the date
applicable thereto), both dates inclusive, at the following rates:

______________ U.S. cents per bushel per day___________________________________

______________ U.S. cents per bushel per day ___________________________________

___________________________________________________________________________
(b) Interest from the day following the last day of the delivery period up to and including the last
day of delivery (or if seller exercises option (b) or (c) of Clause 18, the date applicable
thereto), both dates inclusive, at the following rates:

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________
Carrying charges for the delivery completing this contract shall be computed on the mean
contract quantity less the amounts previously delivered (if any), irrespective of whether or not
buyer has availed himself of the loading tolerance option under Clause 4. It is further expressly
agreed that carrying charges as provided herein are to be construed in the nature of liquidated
damages and, as such, that no further proof of damages shall be required in substantiation
thereof.

20. Strikes or Other Causes of Delay in Delivery


[(a) This clause shall apply by reason of the causes enumerated in paragraph (b) below :

(1) if delivery by seller of the commodity, or any part thereof, is prevented or


delayed at the port(s) of delivery and/or elevator(s) of delivery or elsewhere,

or,

(2) if the forwarding of the commodity to such port(s) and/or elevator(s) is


prevented;]

PROVIDED that seller shall have sent notice to buyer not later than 2 business days after the date
of commencement of the causes, of not later than 2 business days after the 1" day of the delivery
period, whichever occurs later (except that subsequent sellers shall not be bound by these
deadlines, provided they pass along the notice to their buyer, without delay); and PROVIDED
further that seller shall, at buyer's request, furnish a certificate of the North American Export
Grain Association, Inc., certifying the existence and the duration of the causes. Such certificate
shall be final.

(b) The causes of delay and/or prevention ("causes") referred to in paragraph (a) above shall be:

(1) Riots, strikes, lockouts, interruptions in or stoppages of the normal course of labor,

(2) Embargoes or exceptional impediments to transportation,

(3) Action by Federal, State or local government or authority.


(c) The obligation of seller to make delivery shall be suspended while the causes are in effect,
until the termination of the causes and/or the resumption of work after the termination of the
causes, whichever is later. Seller shall not be responsible for further delays after resumption of
work (whether such termination or resumption of work occurs prior to, during or after the
delivery period) except that, if a vessel nominated under this contract is not loaded in the proper
rotation but is bypassed by vessels (other than liners) which had filed after the vessel nominated
under this contract, seller shall pay to buyer damages equal to the actual working time lost
(weather working days, Saturdays, Sundays and holidays excluded) to buyer's vessel during
the loading of the bypassing vessels, at the demurrage rate in the Charter Party for the vessel
nominated under this contract.

If the Charter Party of the vessel under this contract does not indicate a demurrage rate, the
damages are to be calculated at a reasonable demurrage rate predicated on the then current
market, to be agreed upon amicably or to be determined by arbitration.

(d) (1) If the causes commence before or during the delivery period and terminate during or after
delivery period, then the delivery period shall be deemed to be extended by a number of
days equivalent to the period starting with the commencement of the causes or the
commencement of the delivery period, whichever is later, and ending with the termination of
the causes, and/or the resumption of work after the termination of the causes, whichever is
later.

(2)If the causes commence during the additional time afforded to buyer under Clause 18 with
respect to vessel nominations and filings, then the right of seller to exercise option (b) or (c)
under Clause 18 shall be deemed to be delayed by a number of days equivalent to the period
starting with the commencement of the causes and ending with the termination of the causes
and/or the resumption of work after the termination of the causes, whichever is later.

(e) Carrying charges, if due under Clauses 18/19, shall begin to accrue on the day following the
last day of the delivery period, as extended by paragraph (d)(1) above; however, if this clause
becomes operative while carrying charges are already accruing, then such charges shall
continue to accrue as they would in the absence of the causes.

21. Prohibition
In case of prohibition of export, blockade or hostilities or in case of any executive or legislative
act done by or on behalf of the government of the country of origin or of the territory where the
ports of shipment named herein are situate, restricting export, whether partially or otherwise, any
such restriction shall be deemed by both parties to apply to this contract and to the extent of such
total or partial restriction to prevent fulfillment and to that extent this contract or any unfulfilled
portion thereof shall be cancelled without prejudice to seller's entitlement to carrying charges.
Seller shall advise buyer without delay of the reasons therefore, and if required by buyer, seller
shall provide certification of the North American Export Grain Association, Inc., as sufficient
evidence for cancellation under this clause.

22. Default
In case of default by either party, the other party shall be at liberty, after giving notice, to resell or
repurchase, as the case may be, without undue delay and the defaulting party shall make good the
loss, if any, to the other party but the defaulting party shall not be entitled to any profit. If the non-
defaulting party has not repurchased or resold the commodity by the 10th calendar day after the
giving of notice of default, the market value on the said 10th day shall be used for settlement
purposes. If such 10th day falls on a non-business day, the market value on the previous business
day shall govern. In the event of a default by buyer, the sale price under this contract shall
automatically be increased by the value of carrying charges calculated up to the date of resale, or
the 10th calendar day after the giving of notice of default, whichever is applicable.

23. Insolvency
Either party shall, at any time after sending notice, have the right to terminate this contract and to
recover the loss (if any) in the event that:

(a) the other party suspends payment or commits an act of bankruptcy;

-or-

(b) reasonable grounds for insecurity having arisen with respect to the financial capacity of the
other party to perform under this contract, and a written demand for adequate assurance of due
performance having been made, such assurance is not received within a period of time not
exceeding 5 days.

24. Construction
For the purposes of this contract, except as otherwise expressly provided or unless the context
otherwise requires, plural terms include the singular.

25. Passage of Title


Anything in this contract to the contrary notwithstanding, seller shall retain title to the commodity
until seller has been paid in full (per Clause 11), it being understood that risk of loss shall pass to
buyer on delivery at discharge end of loading spout (per Clause 8).

26. Limitation of Liability


The liability of the seller under the contract, except as expressly stated herein, shall be limited to
its actions in delivering the commodity at discharge end of loading spout and to presentation of
the contractually required documentation. Any claims, losses, costs, damages, etc. arising from
events or actions thereafter shall be the responsibility of the buyer, who shall indemnify seller for
all costs (including attorney fees) and damages thereby incurred.

[The Seller shall remain harmless for any and all recourse made against the seller for
quality and condition after loading. The Buyer therefore assumes all expenses and
risks whatsoever for quality and condition at discharge end of loading spout including
but not limited to compliance with any requirements by customs, quarantine and/or
other authorities.]

27. International Conventions


The following shall not apply to this contract:

(a) the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation
of Contracts for the International Sale of Goods;

(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; and

(c) the United Nations Convention on the Limitation Period in the International Sale of Goods,
concluded at New York on 14 June 1974, and the Protocol Amending the Convention on the
Limitation Period in the International Sale of Goods, concluded at Vienna on 11 April 1980.

28. Governing Law


The parties agree that this contract shall be governed by the laws of the State of New York,
notwithstanding any choice of law provision to the contrary.

29. Other
Conditions

30. Arbitration
Buyer and seller expressly agree that any controversy or claim arising out of, in
connection with or relating to this contract, or the interpretation, performance or breach
thereof, shall be settled by arbitration in the City of New York before the American
Arbitration Association (AAA), or its successors, in accordance with the International
Arbitration Rules of the American Arbitration Association, as those Rules may be in
effect at the time of such arbitration proceeding, which Rules are hereby deemed
incorporated herein and made a part hereof, and under the laws of the State of New
York. The number of arbitrators shall be three. [Each party shall designate one
arbitrator from the list of Grain Arbitrators maintained and supplied by NAEGA. The
two Party Appointed Arbitrators shall select a third panelist from the list of Special
Grain Arbitrators and this person will serve as Chairman of the panel. A list of Special
Grain Arbitrators will be available by AAA from the list of Grain Arbitrators who have
received AAA training on the International Rules of Arbitration. If the tribunal is not
formed by this procedure, the AAA shall appoint any remaining panelist(s) in the same
manner, two arbitrators from the NAEGA supplied list of Grain Arbitrators and the
Chairman of the panel from the list of Special Grain Arbitrators.] The language of the
arbitration shall be English. In disputes involving a "string" of contracts, two or more
arbitrations may be consolidated before the same tribunal: at the written request of any
party. The tribunal in consolidated arbitrations shall be mindful of differences in terms
between the various contracts and in the action of the parties, and vary the award from
contract to contract, if indicated. The arbitration award shall be final and binding on
the parties and judgment upon such arbitration award may be entered in the Supreme
Court of the State of New York or any other court having jurisdiction thereof. Buyer
and seller hereby recognize and expressly consent to the jurisdiction over each of them
of the American Arbitration Association or its successors, and all of the courts of the
State of New York. The parties agree that arbitration awards may be released by the
AAA to the North American Export Grain Association, Inc., for distribution to the
interested public. Buyer and seller agree that this contract shall be deemed to have been
made in New York State and be deemed to be performed there, any reference herein or
elsewhere to the contrary notwithstanding.

___________________________ _________________________
BUYER SELLER
NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC.
ADDENDUM NO.1
TO NORTH AMERICAN EXPORT GRAIN ASSOCIATION, INC., F.O.B. CONTRACT NO.2
(REVISED AS OF MAY 1, 2000)

LOADING RATE GUARANTY


This Addendum shall apply if the parties have agreed to be bound by a loading rate guaranty, and
provided that lifting under this contract is by one self-trimming bulk carrier only.

1. Seller guarantees to deliver at an average rate of __________________ long tons per weather working day
of 24 consecutive hours, Saturdays, Sundays and holidays excepted, provided vessel can receive at such
rate. Holidays shall be those listed as such in the BIMCO Holiday Calendar and/or in the elevator tariff.
For this purpose, lay time shall commence to count:
(a) at 0700 hours on the business day following filing of the vessel in accordance with Clause 8
of North American Export Grain Association, Inc., FOB Contract NO.2 ("NAEGA 2"),
-or-
(b) at 0700 hours on the business day following expiration of the preadvice period stipulated in
Clause 8 of NAEGA 2, unless an earlier date is agreed to by both parties,
-or-
(c) at 0000 hours on the first business day of the contract delivery period, unless an earlier date is
agreed to by both parties, whichever is the latest, whether vessel is in berth or not.

2. Should seller deliver at less than the stipulated rate, seller to pay buyer demurrage at $_____________ for
each additional day (or pro-rata for part of day) used. Should seller deliver faster than at the stipulated rate,
buyer to pay seller despatch money at half the demurrage rate, i.e., $____________ per day, for each day (or
pro-rata for part of day) of laytime saved.

3. Any overtime work performed by the elevator and/or grain inspection and weighing services and/or
stevedores shall be for seller's account if ordered by the elevator or the Port Authority; otherwise, for
account of the party ordering the overtime.

4. If Clause 20 of NAEGA 2 has been duly invoked, time shall not count for demurrage purposes while the
causes are in effect, until the termination of the causes and/or the resumption of work after the termination
of the causes, whichever is later, and for an additional period ("additional period") of equal duration, but
such additional period not to exceed 30 days. However, for purposes of settling despatch accounts only, any
time lost in delivering through any of the causes, and the additional period, shall be counted as time used in
loading.

If during the additional period the vessel nominated under this contract is not loaded in proper rotation but is
bypassed by vessels (other than liners) which had filed after the vessel nominated under this contract, seller
shall pay to buyer damages equal to the actual working time lost (i.e., weather working days, but Saturdays,
Sundays and holidays excluded) to buyer's vessel during the loading of the bypassing vessels, at the
demurrage rate stipulated in Clause 2 above. The provisions regarding payment of damages under paragraph
(c) of Clause 20 of NAEGA 2 shall not apply to this Addendum.
Notwithstanding the above, if time has started to count under Clause I above within the delivery period, and
demurrage is already accruing under this Addendum when the causes of prevention or delay commence under
Clause 20 ofNAEGA 2, demurrage shall continue to accrue as if these causes did not exist. In such case, the
preceding paragraph shall be deemed to be deleted.

5. Buyer's or seller's claim under this Addendum shall be accompanied by the statement of facts at loading,
signed on behalf of the owner and the charterer or on behalf of the owner and by the supplier, and such other
papers as may be necessary to process the claim. If payment is not made within 40 days from date of mailing
of properly documented claim, interest shall accrue, starting on the 41 st day after such mailing, and shall be
computed on the final amount due, at the rate of interest stipulated elsewhere in this contract, up to the date
of payment of the claim.

6. If vessel nominated under this contract also lifts additional commodities (grain and/or oilseeds), regardless of
whether or not such commodities are covered by loading rate guaranties, the following shall apply:

(a) For commodities delivered to vessel at the same berth:


The "time allowed" shall be arrived at by dividing the tonnage loaded under this contract by the
daily rate stipulated in Clause I above. A calculation of "total time used" for all the commodities
loaded at the berth shall be made, in which any such time in excess of the "time allowed" shall be
computed as time on demurrage. The "total time used" shall then be pro-rated to the tonnage loaded
under this contract. The "time allowed" shall be deducted from this pro-rated figure to arrive at the
time on demurrage or time saved under this contract.

(b) If the commodities other than those under this contract are delivered at (an) other berth(s) in the
same port:
The waiting time ("waiting time") at the first berth shall be pro-rated among all the contracts for
the commodities to be delivered to the vessel.
The time spent getting to and used at the first berth ("berth time") shall be pro-rated among the
contracts loaded at the first berth.
The waiting time at the second berth shall be pro-rated among all remaining contracts for the
commodities yet to be delivered to the vessel.
The berth time at the second berth shall be pro-rated among the contracts loaded at the second
berth.
Waiting time and berth time for berths subsequent to the second berth shall be treated in a similar
manner as for the second berth.
Waiting time shall cease and berth time begin when pilot is on board and vessel lifts anchor in
order to proceed to the loading berth.
Berth time shall cease when loading is completed at that berth and waiting time shall begin when
vessel drops anchor in waiting area after having sailed from berth.
If no waiting time is involved between berths, berth time at the next berth shall begin when vessel
sails from the previous berth.
If, between the time that the vessel is ordered into a berth and the time of completion of loading at
that berth, the vessel is ordered into one or more other berths, subsequently incurred waiting time
at this (these) other berth(s) shall not count.

(c) If the commodities other than those under this contract are delivered at (an)other port(s):
The lay time statement shall be prepared as if the vessel had not called at another port. If the
commodities under this contract are loaded at the second or a subsequent port, the words "filing of
the vessel in accordance with Clause 8 of the North American Export Grain Association, Inc., FOB
Contract No.2 ("NAEGA 2")" in Clause lea) above shall be deemed to read "presentation of the
vessel's passes". If, however, the first and second or subsequent ports have been nominated by the
seller of the grain under this contract, lay time for the second and/or subsequent port(s) shall
commence upon vessel's arrival at that or the subsequent port(s); except that, if vessel fails
inspection at such port(s), lay time shall cease to count until vessel passes.

7. If vessel fails reinspection at the loading berth, lay time shall cease to count until vessel passes.
8. Any trimming costs as well as overtime costs for performing trimming shall be for buyer's account. Any
time used for trimming shall not count as lay time and/or shall be exempt from demurrage, unless loading
operations are being carried on simultaneously in other holds.

9. Other Conditions:

10. Buyer and seller expressly agree that any controversy or claim arising out of, in connection with or relating
to this contract, or the interpretation, performance or breach thereof, shall be settled by arbitration in the City
of New York before the American Arbitration Association (AAA), or its successors, in accordance with the
International Arbitration Rules of the American Arbitration Association, as those Rules may be in effect at
the time of such arbitration proceeding, which Rules are hereby deemed incorporated herein and made a part
hereof, and under the laws of the State of New York. The number of arbitrators shall be three. [Each party
shall designate one arbitrator from the list of Grain Arbitrators maintained and supplied by NAEGA. The two
Party Appointed Arbitrators shall select a third panelist from the list of Special Grain Arbitrators and this
person will serve as Chairman of the panel. A list of Special Grain Arbitrators will be available by AAA from
the list of Grain Arbitrators who have received AAA training on the International Rules of Arbitration. If the
tribunal is not formed by this procedure, the AAA shall appoint any remaining panelist(s) in the same manner,
two arbitrators from the NAEGA supplied list of Grain Arbitrators and the Chairman of the panel from the
list of Special Grain Arbitrators.] The language of the arbitration shall be English. In disputes involving a
"string" of contracts, two or more arbitrations may be consolidated before the same tribunal: at the written
request of any party. The tribunal in consolidated arbitrations shall be mindful of differences in terms between
the various contracts and in the action of the parties, and vary the award from contract to contract, if indicated.
The arbitration award shall be final and binding on the parties and judgment upon such arbitration award may
be entered in the Supreme Court of the State of New York or any other court having jurisdiction thereof.
Buyer and seller hereby recognize and expressly consent to the jurisdiction over each of them of the American
Arbitration Association or its successors, and all of the courts of the State of New York. The parties agree that
arbitration awards may be released by the AAA to the North American Export Grain Association, Inc., for
distribution to the interested public. Buyer and seller agree that this contract shall be deemed to have been
made in New York State and be deemed to be performed there, any reference herein or elsewhere to the
contrary notwithstanding.

_________________________ _______________________
BUYER SELLER

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