供砂合同英文版 Supply Sand Agreement (新加坡-马来西亚).doc

Dated This Day Of 201XBetweenXXX. LTD. ( Registration No. XXX) ( The “First Party” )AndDREDGING CO.,LTD.( Registration No. XXX) ( The “Second Party” )*MEMORANDUM OF AGREEMENT FOR THE SUPPLY AND DELIVERY OF MARINE SAND * No. Tel : No. Fax : AN AGREEMENT made on the day of 201XBETWEENThe parties whose particulars are described in Part One of the Schedule hereof (hereinafter referred to as “FIRST PARTY”) of the one part;ANDThe parties whose particulars are described in Part Two of the Schedule hereof (hereinafter referred to as “SECOND PARTY”) of the other part, RECITALSA.Whereas FIRST PARTY has been appointed as the Project Management Consultant by the Approved Permit Holder as described in Schedule hereof to supply marine sand to Singapore via an Approved Permit (hereinafter referred to as the “Said Approved Permit”) by granting exclusive rights to export and supply marine sand to XXX projects in Singapore (hereinafter referred to as “the Contract”). B.Whereas FIRST PARTY has also been given the approval and permit to extract and supply sand of marine origin (hereinafter called the sand) and First Party has been given full power and authority and license to utilize the export permit (hereinafter referred to as “The Said Approval”).C.Whereas FIRST PARTY has secured the rights to supply sand to XXX Projects in Singapore and also to other affiliated Purchasers (hereinafter referred to as “the Contract”). D.Whereas the FIRST PARTY has appointed SECOND PARTY as the Contractor/Transporter to supply marine sand to Singapore. FIRST PARTY shall have the absolute rights to determine the port loading discharge and shipping schedules as prescribe by XXXE.Whereas FIRST PARTY has agreed to award to SECOND PARTY and SECOND PARTY has agreed to provide for the logistical support such as vessel, tug & barge and/or dredger from a designated location (“Loading Location”) and transporting the sand to designated depository area(s) either in Pulau Tekong and Tuas, Singapore and others location in Singapore(“Discharge Location”) to supply marine sand for FIRST PARTY at a contract value described in Part Four of the Schedule hereof from the date of the commencement of the contract with rolls and extension subject to the terms and conditions herein contained.F.SECOND PARTY has represented and warranted to FIRST PARTY that it has the financial capacity to perform the contract and to do all other works that maybe necessary and relevant subject always to the terms and conditions hereinafter containedNOW IT IS HEREBY AGREED AS FOLLOWS:1.1CONDITONS PRECEDENTThe parties hereby expressly agree that this Agreement is conditional upon fulfilment of the following conditions failing which this Agreement shall, unless mutually agreed in writing to be extended for such period(s) of time as the parties may think fit, automatically terminate and be no effect whatsoever and the parties hereto shall have no claim whatsoever against any of the other parties hereto for any losses damages costs charges or expenses suffered or incurred by them. The condition precedents are:-a.All governmental approvals and other approvals to enable SECOND PARTY to mobilise its operation to supply and deliver marine sand to XXX site have been duly obtained in writing unless otherwise agreed by the parties; andb.Finalisation and conclusion of FIRST PARTY contract with Singapore Government / representative unless otherwise agreed by the parties.1.2DEFINITIONS AND INTERPRETATIONS1.2.1DefinitionIn this Agreement the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires:“Business” means the business of supplying (transport and delivery) of marine sand to XXX sites in Singapore;“Contract Period” means a period as described in Part Five of the Schedule hereof of with rolls and extension;“Concession site” means the mining location and coordinates as designated and shown in Appendix A;“Delivery Site” means the delivery for the marine sand as instructed by SECOND PARTY. The delivery site is as designated and shown in Appendix A;“Equipment” means the all equipment, machineries, hardware, vessel, barge, dredgers and all other things necessary or expedient to carry out the Contract;“Government” means the Government of Malaysia and Government of Singapore respectively and as may be appropriate; “Marine Sand means the marine sand and aggregate extracted from the Concession site;“Project Management Consultant means the Consultant appointed by the FIRST PARTY to manage the contracts with XXX;“Rules and Regulations means the rules set out by Malaysian Authorities and Singapore / Marine Port Authority. .“Standard Operating Procedure means the procedure prepared by the Second Party as designated and shown in Appendix B “Works” means all works relating to the extraction, transportation and delivery of the Marine sand.1.2.2Interpretationa.The Recitals and Appendices hereto and any documents therein referred to and any amendments there to shall be taken, read and construed as an essential and integral part of this Agreement.;b.Reference to Recitals, Clauses and Appendices are to be construed as reference to Recitals, Clauses and Appendices of this Agreement unless otherwise provided therein.c.All references to provisions of statutes include such provisions as amended, modified or re-enacted.d.Words applicable to natural persons include any body of persons, companies, corporation, firm or partnership whether incorporated or unincorporated and vice versa;e.The word “law” or “laws” means any existing law and any constitution, decree, judgment, legislation, order, ordinance, statute, treaty, directive, by-laws, rules or regulations as amended from time to time;f.The expression “this Agreement” or any similar expression shall comprise the Clauses and Appendices of this Agreement and shall include any supplemental written Agreement thereto as may be executed and be in force from time to time;g.Words importing any gender shall include any other gender. Words importing the singular number shall include the plural number and vice versa; where the context requires. h.The headings or sub-headings to the Clauses of this Agreement are for convenience of reference only and shall not affect the interpretation and construction thereof.i.Where any word or expression is defined in this Agreement, the definition shall extend to all grammatical variations and cognate expressions of the word or expression so defined.j.For the purpose of calculating any period of time stipulated herein, or when an act is required to be done within a specified period, after or from as specified date, the period is inclusive of and time begins to run from the date so specified.;k.Whenever there shall appear any reference to a time within which an act should be done or agreement reached or consent given, such reference shall be deemed to be read as including the expression “or any other period agreed in writing between the Parties from time to time”.;l.Any technical term not specifically defined in this Agreement shall be construed in accordance with general practice of those in that profession in Singapore;m.Any reference to a “working day” is to a day other than a non working Saturday, Sunday and any other day which declared by Government as a public holiday and any reference to a “day”, “week”, “month” or “year” is to that day, week, month or year in accordance with the Gregorian calendar; andn.Any reference to “writing or cognate expressions” include any communication affected by telex, cable, facsimile, transmission, electronic mail or other comparable means.; ando.Whenever the FIRST PARTY is mention it shall include it appointed Project Management Consultant, Technical and Associates.1.2.3Entire AgreementThis Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, inducements or conditions, express or implied, oral or written.2.DURATION OF CONTRACT2.1Contract PeriodThis Agreement shall be for a period as described in XXX Schedule hereof from the date of the commencement of the contract by both Parties (hereinafter referred to as “Commencement Date”) to the expiry date which shall be confirmed (hereinafter referred to as “Contract Expiry Date”). The effective period between the two dates is referred to as “Contract Period”. 2.2Extension of Contract PeriodSECOND PARTY shall notify FIRST PARTY in writing not less than two (2) months prior to the Contract Expiry Date if it intends to extend the Contract Period for a further period. The Parties may as soon as reasonably practicable after the receipt of such notification by SECOND PARTY negotiates the terms and conditions of such extension not later than one (1) month prior to the Contract Expiry Date. In the event the Parties fail to reach an agreement, this Agreement shall automatically expire on the Contract Expiry Date.3.SCOPE OF WORKS3.1The ScopeFIRST PARTY shall carry out the duties as a Project Management Consultant and perform all marine sand and aggregate mining and dredging works at the Concession site within the Contract Period and to be carried out or performed by SECOND PARTY and all other things necessary and expedient for the Business, which shall include the following:(a)SECOND PARTY shall conduct and perform all aspect of the extraction works of the Marine Sand within the Concession site;(b)SECOND PARTY shall provide all operational support and ancillary services necessary or expedient for the implementation and carrying out the Contract; (c)FIRST PARTY shall provide in all aspect the transportation and delivery services including but not limited to GPS tracking and monitoring system to deliver the Marine Sand to any Delivery Site from time to time hereafter;3.2ImplementationFIRST PARTY shall provide support in terms of government bureaucracies when sand is delivered to XXX sites by the SECOND PARTY as soon as may be practicable hereafter.4.OBLIGATIONS OF PARTIES4.1Acknowledgement of the PARTIES(a)SECOND PARTY acknowledges that it has been supplied with sufficient information about FIRST PARTY requirements and SUBJECT ALWAYS to other provisions of this Agreement and that it has made all appropriate enquiries to enable it to undertake the obligations specified in this Agreement. (b)In the event that FIRST PARTY shall require SECOND PARTY to provide additional services and/or supply additional items not provided for in this Agreement, the Parties shall mutually agree on the scope of services and items to be provided and the price thereof and the mutual agreement reached shall be recorded as an addendum to this Agreement and for all intents and purposes shall form a part of this Agreement.(c)The Equipment employed for the Works shall be at all material times in good working conditions and under proper maintenance and repairs.4.2Standard of Care and SkillTHE SECOND PARTY shall perform its obligations under this Agreement;(a)With generally accepted skill and workmanship in the related industry and using highly qualified and experienced personnel;(b)With due diligence and efficiency;(c)In accordance with sound principles and practices in the marine laws and local and international by laws;(d)In such manner as shall always safeguard and protect FIRST PARTY and the party as describe in Part XXX of the Schedule interests and with all necessary and proper steps taken to prevent abuse or uneconomical or inefficient use or facilities or resources made available to SECOND PARTY; and(e)In accordance with the provisions of this Agreement.4.3Concession siteUpon the commencement of the Contract Period or any other earlier and practicable date, the SECOND PARTY shall, at their own expenses, inspect the Concession site. The SECOND PARTY shall review and together with the site plan of Concession site determine in respect of their suitability and adequacy or any other material aspect for purposes of performance of the Works.4.4Employees and Agents(a)The SECOND PARTY shall ensure that all its personnel, agents and servants comply with all applicable regulations under any laws, regulations, rules and governmental or quasi governmental directives and in aspect of safety, security and on-site regulations or rules at all times while carrying out and performing the Works. SECOND PARTY shall ensure all personnel working on board must undertake that they will not engage in any activity such as human trafficking, drugs trafficking, sale of firearms etc.(b)FIRST PARTY undertakes no responsibility in respect of any life, health, accident, travel and other insurance, which may be necessary or desirable for the Key Personnel, labourer, servants, employees of SECOND PARTY.4.5Compliance(a) The SECOND PARTY shall cooperate and coordinate with the FIRST PARTY, Authorities, other Contractors, other agents and ensure that the Project is completed. The SECOND PARTY shall also observe and comply with the guidelines of the Department of Environment under the Environment Impact Assessment (the “EIA”) at all times during the term of this Contract if there is any requirement.(b) The FIRST PARTY shall obtain all the relevant approvals from the authorities including but not limited to customs clearance and permits to facilitate in delivery of the marine sand by the SECOND PARTY to the Site in Singapore.(c) The SECOND PARTY shall be liable for and shall indemnify the FIRST PARTY and the party as describe in Part XXX of the Schedule against any damage, expense, liability, loss, claim or proceedings whatsoever whether arising at common law or by statute in respect of personal injury to or death of any person whomsoever arising out of or in the course of the execution of the Works.(d) Without prejudice to their liability to indemnify the FIRST PARTY and the party as describe in Part XXX of the Schedule, the SECOND PARTY shall as a condition precedent to the commencement of any work under this Contract effect and maintain and shall cause to effect and maintain such insurances whether with or without an excess clause as specified in the Appendix hereto as are necessary to cover the liability of the SECOND PARTY as the case may be, in respect of personal injuries or death arising out of or in the course of or by reason of the execution of the Works and in respect of injury or damage to property, real or personal, arising out of or in the execution of the Works and caused by any negligence, omission, breach of contract or default of the SECOND PARTY or of any servants or agents of the SECOND PARTY. Where an excess clause is specified in the Appendix the SECOND PARTY shall bear the amount of such excess.(e) All Transportation Charges that have to be incurred in Singapore or Malaysia imposed by Marine Port Authority or Malaysian Agencies such as Port Charges, Pilotages, Light Dues and etc,have to be under the care of SECOND PARTY(f) The SECOND PARTY shall collaborate with the FIRST PARTY in ensuring minimisation of cost of deliveries while still adhering to the EIA (Environmental Impact Assessment) requirements and other Authorities.5.DEMURRAGEIf SECOND PARTY fails to deliver the MARINE sand on the quantity required by the FIRST PARTY to the delivery site or to buyers Port Of Call in Singapore, the sum of as described in Part XXX of the Schedule hereof shall be payable to FIRST PARTY which shall be calculated and treated as agreed liquidated damages or if SECOND PARTY fails to mobilized its machineries and manpower to extract sand AT THE CONCESSION SITE, the sum of as described in Part XXX of the Schedule hereof shall be payable to FIRST PARTY shall be calculated and treated as agreed liquidated damages. 6.REPRESENTATIONS OF FIRST PARTY6.1Representations and WarrantiesFIRST PARTY hereby represents and warrants to SECOND PARTY that:(a)it is duly incorporated under the laws of Singapore;(b)the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to execute and deliver, and perform its obligations under this Agreement ;(c) this Agreement constitutes legal, valid and binding obligations of FIRST PARTY and is enforceable in accordance with its terms;(d) FIRST PARTY represents that it has the contract to supply marine sand to XXX and/or affiliates ;6.2Performance and CovenantsThe PARTIES shall perform all its obligations under this Agreement with full responsibility and due diligence and efficiency.7INSURANCE7.1Workman InsuranceSECOND PARTY shall effect and maintain throughout the Contract Period an “Employees Liability Insurance” and/or “Workmens Compensation Insurance” or any other applicable insurance for its workmen as required under the laws of Singapore and Malaysia.7.2PremiumsSECOND PARTY shall pay all premiums and other sums payable in respect of any policy and copies of the receipts for such payments of any other proof of payment shall be forwarded to FIRST PARTY upon request of the same.7.4CancellationSECOND PARTY shall ensure that any insurance policy effected hereto shall o