DEFINITIONS AND INTERPRETATION:



1. “Documentary Collection Terms” means that Centro Trades shall forward its draft and accompanying documents to Buyer’s Bank for collection of the balance owed, the documents to be delivered to Buyer against payment or acceptance of the draft, as agreed by Centro Trades. The draft for the balance owed shall be payable upon presentation. 
2. “Letter of Credit Terms” means that Buyer shall establish and maintain an irrevocable documentary letter of credit for balance owed (excluding any deposits made), payable against sight draft or time draft as agreed. Each letter of credit will be in favor of acceptable to Centro Trades, will be maintained in sufficient amount and for the period necessary to meet all payment obligations, will be irrevocable, issued, and/or confirmed, by a bank satisfactory to Centro Trades. 
3. “Remittance Prior to Shipment Terms” means that cash deposit indicated in the invoice amount, shall be received by Centro Trades at an agreed upon number of days prior to scheduled shipment or at the time of executing this agreement.
4. “Unit Price” means the price for unit of a standard weight or count as defined on the front of the invoice. 
5. Sale or trade terms used herein shall be interpreted in accordance with the latest Incoterms as published by the International Chamber of Commerce.



PRICE:



6. With respect to any purchase of materials, Buyer shall pay Centro Trades (a) the Unit Price for the number of units ordered by Buyer, plus (b) the additional costs, if any, incurred by Centro Trades to cover, shipment, insurance, samples, inspections, special packaging and any other agreed upon costs.



PAYMENT:



7. Payment of the purchase price shall be made without offset or other deduction and shall be made in United States currency unless otherwise specifically provided. All bank or similar charges, including letter of credit bank confirmation charges, shall be for Buyer’s account and expense, (except draft collection charges).



SHIPMENT:



8. Centro Trades may ship at any time it chooses within the agreed Shipment Period. Shipment on any route, whether all water or by land, may be by one or more carriers, direct or indirect, with or without transshipment. The date of shipment shall be deemed to be the “received for shipment” date of the bill of lading (including if issued by a Non-Vessel Operating Common Carrier (NVOCC)) from any U.S.A. land port or inland point of shipment. Centro Trades may ship materials from other world port with advance notice to buyer.

9. Any request by Buyer for shipment by specific vessel or for change or deviation from the specific routing selected by Centro Trades shall be subject to Centro Trades approval. Any differential in freight, insurance or other costs occasioned by any such request, change or deviation shall be for Buyer’s account and expense.



MARINE AND WAR RISK INSURANCE:



10. On C.I.F. sales, and if requested by Buyer in advance on non-C.I.F. sales, Centro Trades shall procure a policy of marine insurance against the risks of carriage involved in the contract. The insurance shall be contracted for on F.PA.E.C. (Free of Particular Average English Conditions) terms but with risk cover, if obtainable. Additional risks requested by Buyer will, if obtainable, also be covered and Buyer will be notified if any such additional risks are unobtainable. Said policy of marine insurance will cover the C.I.F. or contract price, as the case may be, plus ten percent (10%). For non-C.I.F. sales, and if not otherwise requested by Buyer, Centro Trades may nevertheless, in its sole discretion, elect to procure a policy of marine insurance as above for Buyer’s account and expense, unless Buyer shall furnish Centro Trades, prior to shipment, with a certificate of such insurance or other valid proof of the writing of a policy of marine insurance covering the contract satisfactory to Centro Trades.
11. Buyer may request war risk insurance in addition to regular marine insurance, in which case Centro Trades shall endeavor to procure such insurance in the United States market for Buyer’s account and expense. If war risk insurance is unobtainable in that market, Centro Trades shall so notify Buyer. If in its judgment the situation so warrants, Centro Trades may obtain war risk insurance for Buyer’s account and expense in any available market.

12. Title to materials shall be accordance with the most current Incoterms, as published by the International Chamber of Commerce, or as specified in the contract and risk of loss and/or damage to materials, shall pass from Centro Trades to Buyer at the time that Centro Trades is deemed to have delivered Materials to Buyer as hereinafter described.



DELIVERY:



13. Delivery to Buyer of materials pursuant to a F.O.B., C.I.F., or C & F. sale shall be deemed to have been made by Centro Trades to Buyer as the materials cross the ship’s rail at the port of loading. Delivery to Buyer of materials pursuant to a F.A.S. sale shall be deemed to have been made by Centro Trades to Buyer as the materials is delivered to the vessel carrier, or its agent, at the port of loading.



TRANSPORTATION COSTS:



14. Buyer shall be responsible for all transportation and other costs incurred beyond the point of delivery of the material, which, without limitation, shall include all storage, loading, unloading, handling and other charges.



QUALITY, GRADE, SIZE AND CONDITION:



15. As agreed and will accompany an inspection certificate issued by SGS at buyer’s costs if buyer choose to do so.



WEIGHTS:



16. A sworn Weight Certificate or public weight master’s Certificate of Weight at the packing or shipping point is attached to the payment documents or otherwise furnished to Buyer prior to arrival of the materials at the port of discharge, such Certificate shall be final as to weight. If such a Certificate is not furnished, Centro Trades shall reimburse Buyer for any shortage in invoice weight in excess of one percent (1%) as determined by a governmental or officially authorized weighing agency at the port of discharge; provided, that claim therefore is made by Buyer within seven (7) days from the date of discharge (of not less than eighty-five percent (85%) of the parcel.)



QUANTITIES:



17. Centro Trades may ship, and Buyer must accept, a variation in quantity of up to five percent (5%) more or less than the quantities named for each item of materials sold.

18. Each contract for the purchase of materials shall be deemed separable as to all materials sold there under and Buyer shall not refuse to receive any lot or portion because of non-delivery or delay in delivery of any other lot or portion or the failure of any lot or portion to conform to contract requirements. Centro Trades may ship the goods in one or more installments within the Shipment Period but shall not, following shipment of ninety-five percent (95%) of the total contracted quantity, ship additional quantities unless such previous shipment has been noted as “partial delivery.”

CLAIMS:



19. Buyer’s receipt of any materials delivered pursuant to these terms and conditions shall be an unqualified acceptance of, and a waiver by Buyer of any and all claims with respect to, such materials, unless Buyer gives Centro Trades notice of claim within seven (7) days after Centro Trades has tendered delivery of the materials, or, in the case of non-arrival, within seven (7) days after a reasonable time for delivery has elapsed. A full statement in writing of the claim and of the basis therefore shall be filed with Centro Trades within twenty (20) business days after Centro Trades has tendered delivery of the materials, or, in the case of non-arrival, within twenty (20) business days after a reasonable time for delivery has elapsed.

20. Notwithstanding the pendency of any claim with respect to a shipment of materials, or with respect to any other shipment of materials, Buyer shall pay Centro Trades the full amount of the invoice for such shipment without offset, discount or other deduction. Acceptance by Buyer of any payment tendered by Centro Trades in settlement of
any claim shall constitute a full and complete satisfaction and discharge of such claim. No allowance of any claim shall constitute a precedent for the allowance of any other claim.



FORCE MAJEURE AND LIABILITY:



21. In the event that Buyer or Centro Trades is unable to perform its obligations with respect to any sale to which these terms and conditions apply due to events of force majeure, including but not limited to, destruction, shortage, damage or loss, acts of God, governmental action, fires, floods, explosions, strikes, slowdowns or other concerted acts of workers, war or hostilities, insurrections, rebellions, riots or any other civil disorder, embargoes, wrecks or delays in transportation, inability to obtain necessary materials or equipment, criminal conduct of third parties, or any failure of the other party to act as required but specifically excluding a party’s lowered profit, cost of financing or other business considerations, then in that event, and then only to the extent so justified, the party unable to perform shall, upon written notice to the other party, be relieved of its obligations, but only to the extent of the effects of force majeure and only for so long as the event of force majeure continues. The party unable to perform shall use its best efforts to remedy the effects of force majeure. Centro Trades shall not be obligated, by reason of force majeure circumstances, to purchase materials from others in order to enable it to deliver materials to Buyer.

22. In no event shall Centro Trades be liable for a delay in shipment of the materials or for non-delivery, short delivery, or loss or damage to the materials caused or contributed to by the withdrawal of, postponement of, departure of carrier otherwise scheduled to depart within the Shipment Period on which Centro Trades has engaged space. In the case of a delay in shipment for any cause, if Centro Trades shall notify Buyer before expiration of the Shipment Period, or within eight (8) days thereafter, of the fact and cause of delay, the Shipment Period shall be extended for the period during which such cause shall operate, unless Buyer shall, within ten (10) days of the effective date of Centro Trades’s notice, instruct Centro Trades to ship the materials by an alternate route, in which case Centro Trades shall, if practicable, ship by said route. All additional costs for such alternative routing shall be for Buyer’s account and expense.



GOVERNING LAW:



23. The validity, interpretation and performance of any sale to which these terms and conditions apply shall be governed by the provisions of the latest Incoterms as published by the International Chamber of Commerce. To the extent that the Convention does not expressly settle the rights and obligations of the parties, such matters shall be governed by the domestic law of the State of New York, U.S.A.

 

MISCELLANEOUS:



24. These terms and conditions shall be binding upon and inure to the benefit of the respective successors and assigns of Buyer and Centro Trades. Neither Buyer nor Centro Trades may assign its respective rights and obligations with respect to any sale governed by these terms and conditions without the prior written consent of the other party.

25. The terms and conditions are severable, and the holding of any provision hereof void or unenforceable shall not affect the validity or enforceability of any other provision.

26. Every order given to or for Centro Trades shall be governed by these terms and conditions which, with the accompanying terms and conditions on the face of any export contract, shall constitute the entire agreement between Buyer and Centro Trades. No modification or waiver of these terms and conditions shall be binding upon Centro Trades unless approved in writing by an authorized representative. Any term or condition in any order, confirmation or other document furnished by Buyer which is in any way inconsistent with or in addition to the terms and conditions hereof is hereby expressly rejected, and Centro Trades’s acceptance of any offer or order of Buyer is hereby expressly made in reliance on Buyer’s assent to all of these terms and conditions. Individual
contracts of purchase and sale of materials may be executed in any number of counterparts, each of which may be deemed an original, but all of which shall constitute one and the same instrument.

27. These terms and conditions are severable, and the holding of any provision hereof void or unenforceable shall not affect the validity an enforceability of any other provision.

28. Any notices to be given by either party to the other shall be given in writing. Notices given by mail shall be deemed effective on the fifth (5th) business day after mailing and notices given by facsimile or electronic mail shall be deemed effective on the business day next occurring after their dispatch.