2.2. The Client is obliged to submit the following documents for the cargo to the Executor before the loading commence:
1) quarantine certificates;
2) certificate of quality;
3) veterinary certificate (for feed grain);
4) Other documents (if required).
2.3. The Client shall guarantee the conformity of the shipping documents with the requirements of the customs and other state authorities of the Ukraine.
The Client shall provide the Executor latest 7 days before vessel’s arrival to the Terminal ССD (cargo custom declaration), approved by customs office and original of information – calculation of customs value. Column 44 ССD must include following information: - number and date of the Contract with Executor for transshipment service, - number and date of Executor invoice, the written instructions for loading process. The Client is liable for the correct information of shipping, custom and quarantine and other documents for the commodity.

2.4. The Client shall agree with Terminal the dates of chartering the vessel  beforehand and provide 7 days notice (nomination) to Terminal for acceptance the vessel for handling with specification of the vessel’s name and type, flag, date of arrival and her general characteristics. The Client is obliged to present additional or more detailed information, if necessary.

2.5. The Client shall submit an application to the Terminal for the next month 15 days before delivery the next lot of cargo, or other documents for acceptance  of the cargo in which the name of the cargo, its quantity, the points of departure, the postal addresses are mentioned, necessary for sending the confirmation. The client is obligated to nominate a vessel agent during shipment to the port of Kherson.

2.6. The Client shall send the cargo to  the Executor’s address in clean operable wagons (trucks, barges) after receiving the Executor’s acknowledgement on the cargo acceptance. The goods to be protected from the atmospheric precipitation during transportation.

2.7. The Client shall provide the shipment of wagons (trucks, barges) according to the schedule, agreed with the Executor.

2.8. After shipment of the scheduled consignment, the Client shall submit to the Terminal the information on name of the cargo, quantity of the transport means sent, weight and the date of departure and expected arrival to Terminal.

2.9. The Client shall issue the power of attorney, giving the right  of representing the Client’s interests during implementation of the terms of the present Contract to the Executor, if necessary.

2.10. The Client has the right to transfer a part of his obligations under the present Contract to the third parties provided the Executor’s written consent is given.

2.11. During shipment with different Terminals the Client makes draught survey with independent surveyor.

3. EXECUTOR’S RIGHTS AND OBLIGATIONS 
3.1. The Executor shall perform the transfer of the cargo delivered to the Terminal including the following actions:
organization of timely unloading of the cargo from the trucks, wagons and barges in accordance with the current rules and standards; providing acceptance and delivery of the cargoes; storage and keeping records on the cargoes, located in the warehouses and other containers, which are at the Executor’s disposal, and which provide the storage conditions; loading at the vessels as per the Clint’s order in writing.
Еxecutor shall guarantee the rate of discharging :
- 400 metric tons in weather working day from trucks;
- 900 metric tons in weather working day from barges during shipment;
No handling operations allowed during the precipitation.
24 hours’ work is guaranteed for cargo passed the laboratory tests.
The laboratory working hours are from 8 a.m till 12 p.m. Including holidays.
Time used for laboratory test of quality not to count.
3.2. The Executor shall:
3.2.1. maintain records on quantity and organize quality control of the cargoes transferred according to the contractual information, submitted by the Client;
3.2.2. provide safety of the cargoes during their transfer and storage;
3.2.3. process acceptance certificates for the cargoes delivered and specifications of weight  (write-off  certificates) for the cargo shipped;
3.2.4. informs the Client about  cargo in the warehouses
3.2.5. pass the documents to the Client concerning the consignment delivered.
3.3. The Executor shall perform his obligations by himself or by committing them to the third persons.
3.4. The Executor shall reserve the right  to perform operations with the cargo in order to retain its quality, such as: freshening, change of the storage conditions and other, provided by the instructions and standards documents after preliminary agreement with the Client, and  for Client’s account as per agreed prices. 
3.5. In case the condition of the Client’s transport is found not corresponding to item 2.6. , that can influence on the quality of all cargo , The Executor has the right to perform the necessary treatment for cargo on Client’s account  or  refuse to accept  such cargo and informs the Client immediately.
3.6. The Executor has the right to terminate the performance under the present Contract and to receive the payment for the work actually done, as well as for the losses, incurred in the event of occurrence of the circumstances, not specified in the relevant Contract, impediment to the due performance of the Contract, or in case the Client changes the instructions so that the performance of the Contract becomes impossible. The Executor shall inform   the Client in written about existing situation in 7 days before stopping the performance of his obligations. 

4.    ADDITIONAL CONDITIONS
4.1. Delivery  of  the  cargo  to  the  Terminal  to be implemented on the basis of the Client’s applications in consultation with the Executor.   The  confirmation  of delivery has to be done by Executor within 2 working days from the date of application.
4.2. Handling the vessel is performed according to the technology current in the Terminal.
4.3 The bulk carriers, with max length 200 m , the free board  max 10 m  and max vessel’s draft 7.6 m in fresh water are accepted for handling.
4.4. A vessel to be loaded on the roads of the port.
4.5. The storage quantity of cargo as per the agreement  between the parties.
4.6. The rate of loading into a vessel constitutes: __ mt of cereals and __ mt of oil yielding  per weather working day; Saturdays, Sundays ( Fri 5:00 pm to Mon 8:00 am basis) and Holidays (5:00 pm of a previous day to 8:00 am of the next working day) are not to count while calculating the lay time, even if  used for the loading. The Executor shall accept Notice of Readiness within official working hours (8:00am – 5:00 pm basis) if vessel is in all respects ready to load her cargo. Lay time to count from 5:00 pm if NOR tendered by Master before 12:00 am and from 8:00 am of the next working day if  NOR tendered after 12:00 am. Time used for handling operations before the Lay time  commence not to count even if used.
The Captain should present the notice of the vessel’s arrival to Kherson within 72, 48 and 24 hours.
In case the Captain failed to present 48 a/o 24 hours notice of arrival  the acceptance of NOR to be postponed for 24 hours accordingly.
4.7. Executor shall load the vessel in order of  priority of confirmed dates of arrival and  tendered NOR by the Captains.
 All the delays of loading operations, occurred owing to the reasons beyond the Executor’s control , such as unfavorable meteorological conditions, lack of cargo and other force  majore circumstances are for the Client’s account.
4.8. The total  losses of  cargo  while  receiving, reweighing, storage and transfer processes, shall not exceed 1,2 % of oil-yielding  and  0.5% of cereals of the quantity accepted.
4.9. The quality of delivered cargo to be controlled by the Executor’s laboratory on the subject of compliance to the Contract data and to standard requirements. The results of Executor’s analysis are the base to accept or to reject cargo.
 In case any dispute regarding quality, the Client has the right to apply to Arbitrary.
4.10. The delivered cargo by wagons/trucks is sub-standard (it is wet, contains impurities, is unconformable to the standard requirements etc.) the Executor shall inform the Client on this immediately and shall refuse to accept, storage and transfer of such cargo making the remark in the log-book of Terminal accordingly .
The Client is obliged to compensate the possible additional expenses, connected with delivery of such cargo. The Owner of loaded/unloaded  cargo and/or those kept in the Executor’s warehouse containers (owned by him and/or leased), shall carry out the full value insurance without right of recourse Work on Saturdays, Sundays and against the persons, authorized by him and/or the workers.
4.11. The quality of cargo and condition of transport, shown in Consignment Note by Terminal’s laboratory to be considered as the written  information of Executor about  the condition of cargo and/or transport of the Client.
4.12. The quantity of the cargo, delivered by the wagons or trucks, or barge shall be registered according to the results of reweighing on  Terminal’s electronic  weighing-machine and the entry on the cargo accepted shall be made in the Consignment Note and the corresponding  Certificate shall be issued and finally determined .for bill of ladin. 
4.13. The quantity of the cargo, loaded onto the vessel, is determined and processed according to the results of its reweighing on the electronic weighing-machine and to be final to issue the Bills of Lading.
4.14. The Executor shall have the right to determine the weight of  the cargo loaded according to draft survey of the vessel in case the electronic weighing-machine is out of order. The draft survey shall be carried out by the first class surveyors for Client ‘s choice and expenses.
4.15. The Executor shall be responsible for shortage of the cargo weight, which is accepted after check weighing and loaded  onto the vessel as per indicated in clause 4.8.

5. RATES AND PAYMENT TERMS
5.1. The Client shall perform payment in amount of :
- 50% of the cost  for the transfer of consignment upon
  delivery the half of  shipping lot  to the Terminal;
- 40%, 7 days before vessel’s arrival to the port ;
- 10%, after completing loading the vessel against Bs/L within 1 banking day after presenting Invoice by the Executor (fax, internet post accepted).
5.2. Total cargo that shall be delivered/stored/loaded according to relevant Contract to be __ metric tons.
Type of the cargo –______. __ metric tons to be overworked in a month. Delivery of cargo and shipment of it during one month after signed of contract and.  In case the failure to fulfill this clause the Client shall pay to Executor the losses at the amount of undelivered quantity and not shipped to the vessel as per the base of agreed rate for the transfer services mentioned below.
5.3. The agreed rate for the transfer services constitutes 9.20 cereals and 12.70 oil-yielding    (incl.VAT) per metric ton in case of the cargo delivered by automobile transport.  
5.4. In case cargo delivery effected by rail way wagons the base rate  shall be increased for the amount of expenses paid by Executor to Rail Way  supported by Rail Way Bills and documents (including delivery, redelivery, sweeping and detention of wagons). Rate of discharging to be 6 wagons per dаy.
5.5. Executor has the right to change the rate of transfer cervices due to the conjuncture of market, increased price for energy, governmental and local fiscal tariffs, salary etc., both during the process of storage  and shipment, and during the agreement of delivery the next lot  of cargo to the Terminal. Changing the rate of  transfer services have to be supported by relative documents, and the additional Agreement to the present Contract to be issued and signed by Executor and Client. Refusal to sign the additional Agreement can be the base to cease the present Contract.
5.6. Storage cost :
 1) 1 - 20 days –  collecting;
 2) 21 - 30 days – 0,0 USD (incl.VAT) per mt a day;
 3) 31 - 45 days -  0,0 USD (incl.VAT) per mt a day;
 4) more then 45 days – 0,00 USD (incl.VAT) per mt a day.
After 90 days of storage Executor shall not be liable for possible deterioration of commodity.
5.7. In case detention of trucks, barges, wagons, ship in a result of  circumstances which are not depending of Executor, all expenses for the demurrage shall be on Client’s account.

6. PARTIES’  LIABILITY
6.1. The Executor to be responsible for the damages inflicted on the Client owing to the fail to fulfill or to undue fulfillment of the obligations under the present Contract minus  1,2 % of oil-yielding  and  0.5% of cereals of the quantity accepted   according to item 4.8.
6.2.  The Client  to be responsible for the damages inflicted on the Executor owing to the undue fulfillment of the present Contract terms as per Invoices for extra services as well as to untimely payment of debts and penalty fee, which consist 0,5% of the services cost per every day of fail to pay in time.
6.3. In case the Client failed to fulfill his obligations regarding payments of services the Executor has the rights to compensate  the amount  in the natural way by  withdrawing the part of cargo at the rate of market value on date of  issued invoice with rights to realize it in future.

7. FORCE MAJEURE
7.1.No liability shall result from the non-performance of any obligations of the Contract caused by circumstances beyond the control of the non-performing Party such as, but without prejudice to the generality of the foregoing , natural catastrophes, extreme weather conditions, fire, war, strikes, hostilities, civil unrest, governmental interference embargoes (hereunder referred to as the “Force Majeure”  for that period, commencing from the time at which notice of the existence of the Force Majeure is given by the non-performing Party  and terminating when the Force Majeure has ended of would have ended had the non-Performing Party taken those steps which it could reasonably have been expected to take in order to overcome the Force Majeure. The Force Majeure shall automatically extend the period for performing the obligations under the present Contract. If the Force Majeure continues for more than 6 (six) months, either Party may terminate this Contract as to the Goods not yet delivered at the moment. Approach of Force Majeure
Circumstances proves to be true the documents given by Commercial and Industrial Chamber of Ukraine.

8. ICE CLAUSE
In case the barges can not be navigated from territory of Terminal during the Ice period Executor shall not be Liable for possible consequences and any losses of  the “Client”.   
The Client shall pay the ice-breaker if necessary to maintain the navigation.
The rate of storage for goods in stores and barges shall not exceed $0,05 per ton a day if the barges can not be navigated during the ice conditions.

9. ARBITRATION
9.1 The intention of  Parties is to settle any disputes amicably.
9.2 In the event that such disputes cannot be solved amicably, than they shall be referred to the decision of International Commercial Arbitration Court under Ukrainian Chamber of Commerce and Industry. The arbitration of International Commercial Arbitration Court under Ukrainian Chamber of Commerce and Industry to be considered as final judgment.

10. OTHER  CONDITIONS
10.1. The Contract validity term is _____with rights of prolongation as per parties agreement.
10.2. The validity of this Contract can be terminated :
- by agreement of both parties;
- by decision of the Executor in case the Client failed to  fulfill  the clauses of  this Agreement  by informing Client 10 days period in advance;
- by decision of the Executor with written information the Client  30 days period in advance.
10.3. The Parties are obliged to keep the commercial information secret according to the Contract terms.
10.4. All alterations and supplements, which can arise under the Present Contract, can be made only in writing and  should be approved by the both Parties.
10.5. The Contract is issued in English and Russian and signed in duplicate, both of them are of equal legal force. In case of difference between the same text in English and Russian the text in Russian shall prevail.
10.6. All negotiations conducted before signing this Contract between Parties have lost its force and are null and invalid.
11. PARTIES REQUIREMENTS AND SIGNATURES

CLIENT ___________ Director
EXECUTOR __________  Director{jcomments on}