SAMPLE AGREEMENT
IWC India Wood Pvt. Ltd., New Delhi - 110030, India and Title, First Name, Last Name, Company Name, Address, City, PIN Code, Email, Phone Number, Mobile Number (one field for each) (hereinafter referred to as "Seller")
§ 1 Preamble
IWC specializes in the purchase, sale and utilization of raw timber & logs, and is willing to enter into long-term, pre-purchase agreements with plantation operators/owners.
The Seller expects to harvest/harvest ___ Paulownia Phoenix One® trees, on a plantation in Maharashtra, India, approximately 7 years after the contract is signed.
This being said, IWC and the Seller enter into the following Timber Purchase Agreement for the Paulownia logs to be produced by the Seller on the plantations:
§ 2 Subject Matter of the Contract
a. IWC hereby purchases from Seller, pursuant to the terms of this Timber Purchase Agreement, the Paulownia Timber (the "Paulownia Timber") to be produced by Seller on the Plantation identified above, in log form.
b. Seller agrees to cut the felled, de-limbed logs ("Paulownia Logs"), to pieces 6.00 meter in length. If a log is shorter than 6.00 meters, it shall be cut to 5.50 meters. No further processing or treatment shall take place.
c. The harvested logs shall be made available for measurement and collection in accordance with the provision of Appendix-1.
d. The purchase contract shall apply only to the Paulownia timber which, after the conclusion of this contract, is expected to meet at least the characteristics of the quality classes listed in Appendix 2 in the harvest years between 2029 and 2030.
e. To the extent that the paulownia wood does not meet at least the characteristics of the quality classes listed in Appendix-2 in the planned harvest period, IWC shall be entitled to withdraw from this contract in whole or in part (i.e. with respect to the paulownia wood that does not meet the aforementioned characteristics) by written declaration to the Seller.
§ 3 Time of Performance; Place of Performance; Transfer of Risk; Costs
a. The Seller undertakes to inform IWC in writing at least 2 (in words: two) months prior to the expected harvest of the harvest date, the expected harvest quantity and timber quality according to Appendix-1 & 2, as well as of the pick-up location(s) according to Appendix-3.
b. The Seller agrees to cut the trees in accordance with provisions of Section 1, Paragraph 3, during the anticipated harvest period and to keep them ready for delivery in the units notified in accordance with Section 2, Paragraph 2, and in a condition in accordance with the contract.
c. The sale of the Paulownia logs shall be Ex Works. That is, the Seller is required to make the Paulownia logs available for pickup at one or more locations. The pick-up locations must be on a paved road or an access road easily accessible by trucks in the vicinity of the plantations.
d. Pickup shall be made by IWC or a carrier designated by IWC. IWC shall be obligated to load and remove the timber and shall bear the costs thereof.
§ 4 Purchase Price; Measurement; Terms of Payment
a. The purchase price depends on the quantity and quality class of the paulownia Roundwood sold and is set out in Appendix-2. All prices are exclusive of the statutory value added tax applicable at the time of invoicing. At the time of the conclusion of this contract, the VAT set by law is 0% (in words: zero percent) for the sale of Roundwood directly from the plantation.
b. In the event of the purchase of Roundwood, the delivered quantity shall be determined by measurement for the purpose of calculating the purchase price. The measurement and the assessment of the quality class for each round timber shall be carried out by the Seller or a third party commissioned by the Seller on his own account, after the round timber has been made available at the place of collection.
c. IWC reserves the right to carry out its own measurement or have it carried out at its own expense. In this case, the measurement shall be carried out within 20 (in words: twenty) days after the completed harvest. After notification of the planned harvest date, IWC shall provide the Seller with the survey protocol in due time.
d. The measurement report shall include the quantity and assessment of the quality class of the logs. It shall be sent to IWC by the Seller. IWC must accept the contents of the measurement report in writing within 14 days. If there is no acceptance or feedback for justified non-acceptance, the contents shall be deemed to have been accepted after the expiry of 14 days from the date of sending.
e. IWC shall send the Seller a credit note of the calculated purchase price after acceptance of the measurement protocol. The purchase price shall be due for payment 30 days after issuance of the credit note, but no later than before collection of the timber.
§ 5 Retention of Title
The paulownia logs remain the property of the Seller until the purchase price has been paid in full.
§ 6 Obligation of the Seller to Cooperate
The Seller shall allow IWC's employees and third parties commissioned by IWC access to the plantations; in order to periodically inform him-self about the condition of the purchased paulownia trees.
§ 7 Final Provisions
a. The Seller shall be entitled to transfer claims against IWC to third parties only with the written consent of IWC. IWC is entitled to transfer the contract with all rights and obligations to an affiliated company. The Seller or its legal successor shall be notified without delay of any change of order-taker and its address.
b. The exercise of rights of retention is only permitted with regard to claims arising from this contract.
c. Each contracting Party may only offset against undisputed or legally established, due claims of the other contracting party.
d. Amendments and supplements to this contract must be made in writing. This also applies to the amendment or cancellation of this clause.
e. This contract and all claims in connection with it shall be governed by Indian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention).
f. The place of performance, unless otherwise specified in this contract, shall be New Delhi, India.
g. Both Parties agree to attempt to resolve any dispute arising out of or in connection with this Contract promptly in good faith through negotiation. If the dispute has not been resolved through negotiation as described, the parties agree to attempt to resolve the dispute through mediation involving a neutral third party. The exclusive venue for any dispute arising out of or relating to this Agreement shall be New Delhi, India.
h. Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall endeavor to find a provision in place of the invalid provision that best meets the objective of the contract in legal and economic terms.
i. All Appendixes referred to in this contract are a mandatory part of the contract.
Anlage-1:
Appendix-2
Quality Grades and Purchasing Prices
Quality Grades Characteristics IWC Price per Cubic Meter
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Quality Grade A
■ Mean diameter without bark ≥ 35 cm
■ Curvature ≤ 1 cm per running metre
■ Branches: not permitted
■ Ring shakes: not permitted
■ Rotting: not permitted
■ Insect damage: not permitted
