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Contract for Sisal and/or Henequen Products

  1. SHIPMENT - all details as per confirmation on contract by vessel and/or vessels falling within the scope of the Institute Classification Clause direct and/or indirect with or without transhipment. This contract is based on a freight of............. Any alteration at time of shipment to be for buyer's account excepting that if such alteration occurs during a period of delayed shipment it will be for the account of seller unless the seller has claimed and is entitled to protection under clauses 9 or 10 or the buyer has requested delay.
  2. DECLARATION
    • Vessel's name together with mark, quantity, date and number of Bill of Lading to be despatched promptly in writing as appropriate having regard to the scheduled arrival date of the cargo at destination. Any declaration made before arrival of the vessel shall be valid as regards the last buyer if passed on without delay. The last buyer to have all the optional port rights contracted for. The quantity covered by each declaration to be deemed to be the subject of a separate contract as regards weight and quality.
    • No declaration to be made for a quantity of less than 5 tons unless a smaller quantity be sold or remains in excess of a multiple of 5 tons sold. In the event of any products being shut out of coaster and/or ocean going vessel a declaration for a quantity of less than 5 tons shall be tenderable provided that seller shall reimburse buyer for any additional landing charges incurred.
    • Quantity to be declared may not be exceeding 2% more or less than the contract quantity, in case of sole declaration, or of outstanding quantity in the case of a final declaration, provided that such quantity be so shipped and declared by the shipper.
  3. NON-ARRIVAL - Should the goods or any portion thereof not arrive at destination owing to loss of vessel or other unavoidable cause, occurring before or after declaration, this contract shall be fulfilled for the whole or such portion by handing Shipping Documents (i.e. Bill of Lading and/or shippers release and/or approved Delivery Order and Policy or Policies and/or Certificate(s) or approved Letter(s) of Insurance) against payment of the full invoice amount less freight due unless already paid, covered by such documents, but should the goods or any portion thereof be transhipped and arrive in any other vessel or vessels for account of the original seller, this contract to hold good therefor.
  4. INSURANCE - Shall be effected by the seller under a valued policy, from time of leaving the mill for the Gross Invoice value plus 10% against all risks of loss and/or damage however caused irrespective of percentage, subject to the Institute Cargo Clause including Extended Cover Clauses. The seller shall also insure against such War and Strikes Risks as per Institute Clauses including Extended Cover in force at time of attachment of such an insurance, but any premium for War Risk in excess of one half of one per cent (½%) shall be for the buyer's account. All claims shall be payable in the United Kingdom in the currency of the policy unless otherwise agreed. The buyer shall be responsible for payment of General Average Contribution. The insurance shall be covered under a Policy or Policies effected either at Lloyd's or with an insurance company which shall be either domiciled in Great Britain or have a responsible agent in London who is authorised to deal with and effect payment in relation to all claims without reference to his Principal and who has such funds as may reasonably be required for that purpose and shall have a paid-up Share Capital and General Reserve aggregating not less than £1,000,000 or the equivalent thereof.
  5. QUALITY - Guaranteed to be in accordance with the recognised description at the date of the contract and if inferior thereto, shall be taken with an allowance mutually agreed upon or to be decided by arbitration in London in accordance with the terms of Clause 13, Arbitration. The goods shall be shipped in dry and merchantable condition and if found on arrival to be deficient in this respect a fair allowance shall be made, unless the deterioration is caused by sea or ship damage and/or any other risk covered by the insurance.
  6. PAYMENT - all details as per confirmation contract.
  7. IMPORT DUTIES AND/OR TAXES: - If any, to be borne by importer.
    • EXPORT DUTIES AND/OR TAXES: - If any, to be borne by exporter.
    • EXPORT LICENCE - The seller is responsible for obtaining an export licence if required.
    • IMPORT LICENCE - The buyer is responsible for obtaining an import licence if required.
  8. FORCE MAJEURE - The seller shall not be liable for failure to perform this contract or for loss or damage to the goods or for delay if caused by force majeure, meaning in this contract prohibition of export or import, war, hostile force, confiscation, act of God or action of any government and/or any act or occurrence whatever beyond the seller's control. Should Government impose or amend minimum export price control after contract has been made and the minimum export price is higher than contracted, buyer to have the option of either taking any unshipped portion of the contract at the increased price necessary to export or shall be entitled to cancel such unshipped portion without penalty, such option to be exercised within 10 days after last buyer's receipt of seller's notification, which must be passed on without delay. In the event of the seller desiring to avail himself of his rights or immunities under this clause he shall give notice thereof to the buyer without undue delay and in any case within 32 days of the last day of the contracted shipment period.
  9. UNAVOIDABLE DELAY
    • Should shipment be prevented or delayed by fire, floods, drought, pestilence, strikes, lock-outs, civil commotion, breakdown of machinery or of means of transport by land or water, or other unavoidable cause including suitable freight space not being available or an expected steamer being delayed or cancelled provided always that the cause of prevention or delay occurs on or after the date of this Contract and on or before the last day of the period of shipment, seller shall be entitled to claim and be granted an extension of the shipment period in respect of the quantity concerned not exceeding ten days.
    • If further extensions are necessary, shipper to notify buyer who has the option, to be exercised within ten days of receipt of notification, of granting same. Such notification to be passed on immediately.
    • If any extension is claimed under this clause shipment must be effected as early as possible, of which prompt advice must be given by the seller to the buyer and evidence showing the cause of prevention or delay certified by a Chamber of Commerce or an authoritative body produced within a reasonable time after making claim for extension.
  10. WAR DEVIATION - The War Deviation Clause in force and forming part of the Clauses contained in the Bill of Lading covering shipments effected against this contract shall be deemed to form part of this contract and shall, in cases of any conflict with the provision contained herein, override or replace those provisions.
  11. DEFAULT - In the event of default of shipment or tender of documents the buyer shall be entitled to the excess, if any, of the market value over the contract price.
  12. INSOLVENCY - If before the fulfilment of this contract either party shall suspend payment, cease to carry on business, commit an act of bankruptcy, or being a company shall have a receiver appointed or go into liquidation voluntarily or otherwise (except for purposes of reconstruction) the other party shall be entitled to close this contract without undue delay at the price ruling on the day following such event, such ruling price to be fixed amicably or by arbitration and this shall prima facie be the basis of settlement of account between the parties.
  13. ARBITRATION - Any dispute whatever which cannot be settled privately arising out of, or in relation to, this contract or its construction of fulfilment shall be referred to Arbitration in accordance with the Rules for Arbitration by the Executive Committee of The London Sisal Association for the time being in force. Those Rules in force as at 1st March 1984 are set out overleaf. No claim shall be admissible unless arbitration shall be commenced within six months from final discharge of goods at port of destination or, if having been shipped the goods do not arrive within eight months from the date of shipment or, if the goods have never been shipped within six months from the last day of the shipment period and any extension thereof applicable under Clause 9, except by written permission of the Committee.
  14. COMPUTATION OF TIME - In computing time, whenever the last day for giving any notice or taking any step contemplated by this contract shall fall upon a Saturday, Sunday, Christmas Day, Good Friday, Bank Holiday or any day appointed for a public holiday, or fixed as a Market Holiday, the last day for so doing shall be deemed to be the next day following any of the non-business days above specified.
  15. VALIDITY OF NOTICES - All notices given in pursuance of this contract shall be considered valid as between all parties to the contract, including intermediate parties intervening between the first seller and the last buyer, is passed on without undue delay.
  16. GOVERNING LAW - This Contract shall be governed by English law.
  17. SPECIAL CONDITIONS - as per attached confirmation contract.

RULES FOR ARBITRATION BY THE EXECUTIVE COMMITTEE OF THE LONDON SISAL ASSOCIATION

  1. A dispute having arisen out of this Contract which cannot be settled privately, the Chairman or, in his absence, the Vice-Chairman of The London Sisal Association shall appoint two Arbitrators and an Umpire from the approved list of Arbitrators appointed by the Executive Committee, hereinafter called "the Committee". If, after the appointment of such Arbitrators or Umpire, they or he or any one of them shall die, or refuse to act, or become incapable of acting for a period of longer than 30 days, the Chairman, or in his absence the Vice-Chairman, shall appoint an Arbitrator or Arbitrators, or Umpire, who shall be members or a member of the approved list, to fill the vacancy or vacancies so arising. In the event of a replacement Arbitrator or Umpire being appointed after an arbitration has commenced the arbitration shall be reheard.
    • Any arbitration shall be commenced by either party giving to the other a notice of Form A with a copy to the Secretary.
    • If the claim or dispute is one regarding the quality and/or condition of Sisal and/or Henequen Products, the Arbitrators and the Umpire (to act if the Arbitrators disagree) shall examine samples drawn from the parcel in dispute, adjudicate, decide and award upon the claim or dispute solely upon their or his own opinion of the products and without any communication with or hearing of the parties unless specifically requested by either party, in which case the other party to the arbitration shall be notified. Arbitration shall not be held until three business days have elapsed from the date of appointment in accordance with Rule 1 (a) hereof.
    • If the claim or dispute does not fall within the scope of Clause (c) of this Rule:
      • The Secretary shall notify the parties of the appointments made in accordance with Rule 1 (a) hereof, giving the Appointees' names.
      • Within 14 days from commencement of the arbitration under Rule 1 (b) the Claimant shall furnish to the Arbitrators and Umpire and the Respondent a written reasoned statement of his case, supported by the documents upon which he relies.
      • Within 21 days of service of the Claimant's statement and documents under (ii) above the Respondent shall furnish to the Arbitrators and Umpire and the Claimant a written reasoned statement of his defence and any counterclaim supported by the documents upon which he relies.
      • If the Respondent's statement under (iii) above contains any counterclaim the Claimant may within 21 days of service thereof furnish to the Arbitrators and Umpire and the Respondent a written reasoned statement of his defence to the Counterclaim and any further documents upon which he relies.
      • Within 14 days of service of Defendant's statement and documents under (iii) above either party may in writing give notice to the Arbitrators and Umpire and the other party require that a personal hearing and/or examination of witnesses is required, in which event the Arbitrators or Umpire shall notify the parties of the time and place at which such hearing or examination shall take place; in the absence of any such notice from either party the Arbitrators or Umpire may after the expiration of 7 days from the time for serving such notice proceed to adjudicate and award upon the evidence and contentions which are then before them or him, and any Award so made shall not be subject to objection on the ground that any evidence or contentions which were not adduced or contraverted might have been adduced or contraverted by either party.
      • All time limits under sub-rules (ii)-(v) above may be extended by written agreement of the parties or at the absolute discretion of the Arbitrators or Umpire.
  2. When the subject matter and terms of the Contract are identical, except as to date and price, all arbitrations on matters of fact and law but not on matters relating to the amount of damages, if any, payable shall be held as between the first seller and the last buyer as though they were contracting parties, and the award made in pursuance thereof, subject to the right of appeal, shall be binding on all intermediate parties, but this shall not apply where a question or dispute shall arise between intermediate parties not affecting both the first seller and the last buyer and in such case the arbitration shall be held as between the two parties affected by the dispute, or in the event of there being more than two parties, as between the first and last of such parties as though they were contracting parties and the award made in pursuance thereof shall, subject to the right of appeal, be binding on all parties affected by the dispute. Any intermediate buyers or sellers through whose hands the Sisal and/or Tow may have passed shall not be regarded as parties interested in such dispute within the meaning of Rules 3 and 8 unless there are special circumstances in any particular case which in the opinion of the Committee render an intermediate buyer or seller an interested party. Any special circumstances within the knowledge of either party to the dispute, or of his acting agent, which should or might disqualify any intermediate buyer or seller from acting as Arbitrator or Umpire or from adjudicating on an appeal, must be brought by such party of his agent to the knowledge of the Committee immediately the occasion for objection arises and in any case before the close of the arbitration or appeal, as the case may be and otherwise shall form no ground of objection to or appeal from an award. Any party this Clause may bring arbitration proceedings on his particular contract on matters affecting the amount of damages, if any, payable under such contract as a result of the said award within any time up to six months after the last of (a) the date of the said award, (b) if the award is appealed against, the date of the award by the Appeal Committee.
  3. No member of the Committee or of the nominated panel whose firm is interested either as a principal or as an Agent or Broker, in any dispute which is the subject of an arbitration, or who has been deputed to see and report upon the products in dispute before arbitration has been demanded or has taken place, shall be eligible to act as Arbitrator or Umpire thereon.
  4. An Award having been sealed, the Arbitrators shall immediately inform both parties. Either party dissatisfied with an Award may appeal against the whole or any part of it to the Committee, provided he gives written notice of such appeal to the other party and to the Secretary not later than noon on the thirtieth consecutive day after the date of the official sealing of the Award and provided that the Appellant shall at the same time pay to the Association a deposit of £250. Prior to the hearing of the appeal, the Committee may, at its discretion, require a further deposit in such amount as the Committee shall determine. Part or all of the money deposited may be refunded to the Appellant at the discretion of the Committee.
  5. If on appeal either party requests the Appeal Committee to make a reasoned award, the party making the request shall further deposit with the Association a sum to be fixed by the Committee, which sum shall be lodged with the Association within 20 days of the date of the notification by the Association.
  6. Appeals involving a rehearing and any allowances or damages appealed against may be reduced or increased in favour of or against either party. Appeals shall be heard and decided by any three or more Members of the Committee in meeting for that purpose. Any dispute the subject of an appeal and any question arising at the hearing or any adjourned hearing of an appeal shall be decided by a majority of the Members present, the Chairman of such meeting having a casting vote in the event of an equality of votes. The retirement or absence of any member who may have sat on the original or any adjourned hearing shall not preclude the rest of the members present at any subsequent hearing from proceeding with and deciding the matter in question provided always that at least two Members are then present.
  7. All appointments of Arbitrators and Umpires, declarations of disagreement by Arbitrators and Awards must be in writing. Every Award shall be prepared in triplicate and must be made and signed upon the official form provided and issued by the Committee for that purpose and be sealed with the seal of the Committee. Awards made by the Committee must be signed by the Chairman or Deputy Chairman or Acting Chairman for the time being of the Committee. A sealing fee of £50 is payable to the Association for the sealing of an Award and two copies thereof, of which one copy shall be supplied to the Secretary of the Committee.
  8. When an arbitration appeal comes before the Committee, no Member of the Committee, who is interested as a party to the Contract out of which the dispute has arisen, or who has acted as Arbitrator or Umpire in such dispute, shall be present at the adjudication.
  9. Each party shall produce before the Arbitrators, Umpire of the Committee, as the case may be, all books, deeds, papers, bills of lading, accounts, vouchers, writings and documents in his possession or power, which may be required or called for, in the judgement of the Arbitrators, Umpire or the Committee relating to the matters referred. The taking of evidence and the conduct of proceedings at arbitrations and appeals shall be conducted in a commercial manner without undue attention to legal technicalities. Neither party shall be represented at any hearing by a solicitor or barrister or other legally qualified advocate, wholly or principally engaged in private practice, unless prior leave shall have been obtained in writing from the Arbitrators, Umpire or Appeal Committee which they may at their absolute discretion grant or refuse; if leave is granted to one party it shall be granted at the same time to the other party.
  10. The costs of the proceedings of arbitrations and appeals shall be in accordance with the scale of fees recommended by the Committee, subject to which scale the Arbitrators, the Umpire or the Appeal Committee may fix and deal with all costs and expenses of and incidental to any such proceedings and decide by whom the same shall be borne and paid. The party making the submission to arbitration shall take up the award and pay the fees, costs and expenses of the arbitration. However, if a claimant has refused an allowance voluntarily offered by the respondent and if on a subsequent arbitration no more favourable award is obtained by the claimant, the Arbitrators or Umpire or the Appeal Committee, shall direct that the fees and expenses of such arbitration be paid by the claimant (unless in their opinion the refusal was reasonable in some special circumstances of the case).
  11. Every submission to arbitration shall be deemed to contain an undertaking by all parties:
    • To pay the fees, costs and expenses of the Arbitrators and Umpire and of the Appeal Committee and the costs of the arbitration and award, in such manner as may by the award be directed.
    • Not to take any legal proceedings against the Arbitrators or Umpire or against the Executive Committee of the London Sisal Association or its officers in respect of any matter arising in the arbitration.
  12. Both parties, their executors and administrators, shall on their respective parts, in all things obey, abide by, perform, fulfil and keep the award so to be made and published as aforesaid.
  13. In every case where the printed portion of the Contract is materially altered, the Committee reserve the right of refusing to entertain an appeal.
  14. The death, bankruptcy or insolvency of either or both parties to a Contract made on this form shall not affect any submission to arbitration or appeal proceedings and the legal representatives or trustees of either or both of such parties dying, becoming bankrupt, or insolvent, shall be deemed to be parties to such submission and any reference thereunder.
  15. Good service of any notice or legal proceedings relating to any arbitration or award made under these Rules may be effected on any party residing out of England by leaving the same addressed to him at the office for the time being of the Association and sending a duplicate thereof by registered post addressed to such party at the latter's last known address.
  16. ARBITRATION AWARD - In the event of a party to an arbitration neglecting or refusing to carry out or abide by any Award, or any order made in connection with an arbitration, the Committee may circularise to Members of the Association in any way thought fit a notification to that effect. The parties to any such arbitration shall be deemed to have consented to the committee taking such action as aforesaid.