APPENDIX No.2 STANDARD AUCTION TERMS, SPECIFICATIONS AND CONDITIONS FOR THE PROCUREMENT OF FERTILIZERS 1. PACKING: 1.1. Small bags The fertilizers offered shall be packed in equal weight new strong woven polypropylene bags of 25 kgs and/or 40 and/or 50 kgs net weight each, with plastic inner bag of 0,01 cm gauge. Preference will be given to 25 kgs bags. The supplier in every case guaranteeing that the goods will be safely transported up to their discharge at the port(s) of destination. The total weight of both the outer and inner bags must be not less than 200 grms for 50 kgs bags and not less than 100 grms for 25 kgs bags. 1.2. Big bags The fertilizer bag sack (500/600/1000 kgs) must be made from new strong woven polypropylene with at least two (2) loops cross corner. The outer and inner bags will be either heat sealed or mechanically sewn in such way so that the string will not come into contact with the fertilizers. The string used should be strong enough and specially treated. Preference will be given in big bags of 500 or 600 kgs The outer bags must show the country of origin and manufacturer/ supplier with the following markings in GREEK. TYPE OF FERTILIZERS CO-OPERATIVE CENTRAL BANK LTD., CYPRUS or COOPBANK CYPRUS BANK’S EMBLEM COUNTRY OF ORIGIN – Reg.No….........(Batch No….......) NET WEIGHT NOTE:- No other markings are admissible Packing (bags) will, anyway, be of perfect quality and of proper resistance for ocean transportation, absolutely ensuring that the goods will be delivered in order at the ports of destination. The value of packing will be included in the price to be quoted. The supplier will be responsible for the proper packing of the goods and for their delivery in proper condition at the port(s) of destination. Otherwise, he will have full responsibility in respect thereof regardless of any certificate to be obtained to this effect. The supplier shall be responsible to deliver along with the goods a 2% extra quantity of empty new strong woven polypropylene bags as well as a 2% extra quantity of plastic inner bags free of charge. Such bags will be marked bags. Preference will be given to palletized cargo. …./8 2. MINIMUM QUANTITY:Bids for less than 1.000 tons or as stated in each case where applicable, will not be considered. It will be in the option of the Bank to accept the total quantity offered by the bidder or any part of it. 3. DELIVERY:Delivery of fertilizers is meant arrival of the consignment at Cyprus Port(s) of destination and should be effected at Larnaca or Limassol Port, (Bank's option) on FREE OUT TERMS in shipments of not less than 500 tons or up to 4,000 tons maximum each where applicable, as specified in APPENDIX No.1, of the present Auction Terms. Different types of Fertilizers should, as far as possible, be stowed in separate hatches and/or holds according to type and anyhow imperatively different types must not be mixed and should be stowed in such a way so that, during discharge, separation of each type can be easily effected. In case of a Chartered Vessel, the Bank shall have the absolute right to demand that the ship will not carry any Fertilizers for any other Buyer in Cyprus. Proper Vessels: Vessels chartered by the Suppliers must be seaworthy approved vessels suitable for the transportation of Fertilizers indispensably equipped with the proper stowage and discharging facilities and of proper draught and capacity, so that it may be possible for such vessels to make the journey and to enter the said ports and berth alongside quay for discharging. It lies with the supplier to ascertain the depth in each port. The same conditions shall apply if the Supplier will choose - with the consent of the bank - to ship on liner vessels. No transhipment is allowed and after shipment of the goods, the first call of the vessel(s) should be Cyprus Port(s). The Bank shall have the right to demand from the Supplier that delivery should be made by chartered vessels. In such case the Charter Party must incorporate the terms and conditions of the present auction terms with regard to the transportation of the Fertilizers offered and should inter alia provide the following:- (a) that the Shipowners shall appoint our affiliated Co-operative Organization, Messrs. COMARINE LTD., P.O.Box 50624, 3608 Limassol, Cyprus (Tel: +357 25875588 - Fax: +357 25589362 – email: shipping@comarine.com.cy ) as the Shipping Agents for the particular delivery. (b) that the master must give a 3 day and 24 hours notice of arrival date of the vessel to the first port of discharge, to the following addresses:- 2 Head Office: COOPBANK NICOSIA, Fax : 357 22678919 Tel.: 357 22793200 Email : commercial@ccb.coop.com.cy Port of discharge: COOPBANK LIMASSOL- Tel. 357 25820570 - Fax 357 25371322 COMARINE LIMASSOL- Tel. 357 25875588 Fax. 357 25589362 E-mail : shipping@comarine.com.cy COOPBANK LARNACA- Tel. 357 24822610 - Fax 357 24655414 COMARINE LARNACA- Tel. 357 24655291 Fax. 357 24655182 In case of failure to give even one of the above notices, 24 weather working hours will be added to the laytime. (c) That Extra Insurance Premium, if any, due to vessel's age and/or tonnage and/or flag, and/or classification, and/or Ownership shall be for Owners and/or Charterers and/or Brokers and/or Suppliers account. It is understood that such Extra Insurance Premium must be evidenced by a certificate issued by a first class Insurance Company. (d) That Charterers and/or Shipowners shall be liable towards the Bank in respect of proper and diligent stowage of the goods. Different types of fertilizers should be stowed separately. Where necessary, at vessel's expense, wood for dunnage, mats, tarpaulins, or other material required to secure delivery in proper condition at the port(s) of destination, should be used. (e) Demurrage or Despatch to be on all working time saved. (f) Time lost in waiting for berth, at discharging port, to count as laytime. (g) The daily rate of discharge for conventionally stowed cargo at the port(s) of destination (Larnaca or Limassol) will be 125 tons per available workable hatch and/or hold, on the basis of the highest loaded hatch and/or hold. Holds fitted with engine driven double derrick winches, Saturdays, Sundays and Holidays exempted, weather permitting, provided that it will be possible to use all holds and that the Master will afford all necessary facilities for the delivery (cranes, steam etc.). For pre-slung or palletized cargo increased daily rate of discharge upto 500 tons daily can be considered, provided vessel(s) chartered have minimum two working Holds/Hatches. Where the Stowage Cargo Plan prepared at loading port is not in accord with that prepared at discharging port, then the Stowage Cargo Plan prepared at discharging port will prevail. It is understood that such Stowage Cargo Plan should be duly signed by the Master and/or the Shipping Agents of the carrying vessel and the Receivers at discharging port(s). (h)The Seller either shipping the goods by chartered or Liner vessel(s) must ensure that discharging operations (Stevedoring and Quay Porterages) will be entrusted to CO-OP CENTRAL BANK LTD. 3 (i)The Notice of Readiness- a separate one being required for each port- will be given by the master of the vessel to such Agent of the Co-Operative Central Bank Ltd., as will take delivery of the goods, during working days and office hours. (j) Time of discharge shall count as from 13.00 hrs. in case Notice of Readiness is given during morning office hours and as from 08.00 hrs. of the next working day if Notice of Readiness is given during the afternoon office hours. Exemptable Periods: Time between 17.00 hrs of Fridays or on the eve of official holidays and 08.00 hrs of next working day will not count as time of discharge. Should discharge take place during the above mentioned exemptable periods, then only the time that was really utilized for discharge will count. If DEMURRAGE should accrue (as per daily rate of discharge specified above), the amount stipulated for it by the Charter Party will be paid, on the contrary, if DESPATCH should accrue, it should be calculated at half the DEMURRAGE rate and the amount accruing will be paid in favour of the bank, the Supplier being exclusively responsible to pay same to the Bank. The Supplier shall guarantee to the Bank the full collection of any claim regarding Extra Insurance premium paid (3(c)) and/or Despatch (3(J)) for any vessel chartered by them for the transportation of the fertilizers. Any amount accrued from the above which is not settled by the expiration of the guarantee will be deducted from the guaranteed amount. Where the Charter Party is contradictory to, or substitutes or omits any or part of the terms and conditions of these specifications, the supplier shall be directly answerable to the Bank for any claim which may arise from such contradiction, substitution or omission. Any discrepancy between the discharge conditions to be agreed upon and those referred to in the Charter Parties, will be solved by the Cyprus Courts, in case it would be impossible to be settled directly between the Bank and the Supplier. 4. DOCUMENTS:The Supplier is fully responsible in connection with the arrival of the Shipping Documents, in due time and order. So that the Bank may directly and immediately take delivery of the goods, it is indispensable that a complete set of documents composed of Non Negotiable Bill(s) of Lading (issued to Buyer's name),Invoice, Certificate of Origin or T2L Certificate, Quantity and Quality Control Certificate(s), Certificate of Analysis, Certificate of Technical Characteristics, Material Safety Data Sheet (MSDS), copy of the Charter Party and copy of Stowage Cargo Plan, should be sent by fax or e-mail to the CO-OPERATIVE CENTRAL BANK LTD soon loading is completed. Another complete set of copy documents composed of, as stated above, should be made available and carried by the Captain of the ship, and be delivered to the Bank at the port of destination. 4 5. PRICE:The tendered price must be on CFR basis, Free Out Cyprus port (a) For pre-slung cargo (b) For containerized cargo (c) For palletized cargo, and should include the Agents' commission (if any). The Supplier should, state separately the price on a F.O.B. stowed basis. The Bank shall have the option at its discretion to choose any of the above prices either on CFR Free Out, or FOB stowed basis. The Bank, however, in the case of agreement under CFR F.O. basis shall in no case be responsible for any excess of freight paid by the Supplier. 6. COUNTRY OF ORIGIN:Bids should specify the Country of Origin of the goods offered. 7. PAYMENT:Mode of Payment to be specified by the tenderer. Preference will be given for Payment Cash Against Documents. The Supplier will be responsible, in every case, to pay all bank and other charges involved outside Cyprus. The Buyer will be responsible to pay all Bank charges involved inside Cyprus. Any charges arising from L/C extension (s) etc., due to Supplier's/Beneficiary's inability to effect shipment within the credit validity, as well as any other additional amendment(s) requested by the Supplier/Beneficiary will be paid by the Supplier/Beneficiary. 8. AGENTS AUTHORIZATION:The bidder shall, upon request, submit all correspondence and/or cables relative to his authority to offer the prices quoted in his bid, on behalf of the Supplier. Such correspondence and cables concerning the bid will be submitted in their original. 9. INSURANCE:Upon completion of each shipment, the Supplier must cable/telex/fax to the Bank. a) The exact quantity shipped b)The present and any previous names of the carrying vessel, flag, owners, Gross/ Net Tonnage, Year of built etc, so that the Bank may insure the goods in time. 10. IMPORT LICENSE:Importation of fertilizers is free. The Bank however will not accept liability in case the Cyprus Competent Authorities amend the present status. 5 11. PARTICIPATION BOND Each tender must be accompanied by a bank guarantee to the extent of 5% of the value of the fertilizers offered and should remain in force for 45 days after the closing date of the tender. Participation Bonds for successful tenders should be replaced by a Cash Deposit or Guarantee as stipulated in clause 12. 12. GUARANTEE OR CASH DEPOSIT:With 15 (fifteen days) of being called upon to do so the successful tenderer should be prepared to provide the Bank with either a Bank Guarantee issued by a Bank in Cyprus or cash deposit to the extent of 15% of the value of the contract. This will be a guarantee for the due execution of the tender in accordance with the conditions of the tender and shall read as follows:"With reference to your agreement with Messrs............................................................ .....................................dated......................................................................................... for the supply to you of ................................................................................................. Fertilizers we hereby guarantee unreservedly and irrevocably, the said Company towards you up to the sum of ...................................................................................................................................... for the due performance by the said Messrs................................................................. ................................................................................. of all terms and conditions of the said agreement. We hold the above mentioned sum at your disposal and we undertake to pay same to you at first demand and irrespective of any objection by or on behalf of Messrs........................................................................................................................... .....................................and without enquiring whether your claim is legally constituted or not. This Guarantee will be continuously valid as from to-day and any claim of yours must be lodged with us not later than 45 days after the arrival of the goods in Cyprus and or within 45 days from the termination by you of the said Agreement." 13. NOTIFICATION TO SUCCESSFUL BIDDER:When the contract award is to be announced to a successful bidder represented in Cyprus, such notification will be made in writing to the Local Agent or Representative. The successful bidder will have to comply with the terms and conditions of the present call for bids and especially to provide the Bank with a Bank Guarantee or cash Deposit as aforesaid mentioned. 14. RIGHT OF REJECTION-PARTIAL AWARD The Bank reserves the right to reject any or all the bids should it be found that such procedure would be in its interest, without any right, claim etc., being created thereby in favour of bidders. The Bank reserves also the right to award the tendered quantities to one or several Suppliers. 6 15. ACKNOWLEDGEMENT OF TERMS:Bidders shall state that they have read and accepted all of the terms and conditions of this auction, as stated herein. In case a term of this announcement is not acceptable by the Tenderer, this should be clearly and definitely stated in the bids, otherwise they will be considered as wholly accepted. It lies, however with the Bank to accept or reject any exclusion from the terms and conditions. 16. PENAL CLAUSES:In the event of non performance and or inadequate performance and or breach of any of the terms and conditions of this Contract by the Seller, the Buyer shall have the right:(a) to terminate the Contract and collect the 15% guarantee and claim damages from the Seller for any direct or indirect damage resulting to the Buyer by the Seller's violation as aforesaid; or (b) to terminate the Contract to the extent of the failure of the Seller to deliver the quantities which should have been delivered on or before the date when the notice for partial termination is given by the Buyer. Provided that such partial termination shall not affect the Buyer's right to collect the 15% guarantee and to claim from the Seller for damages resulting from the non delivery of the quantities affected by the partial termination as aforesaid. Provided always that in such event, the Seller shall be obliged to procure a fresh and or additional guarantee in a form satisfactory to the Buyer, for the quantities which will have to be delivered under the unexecuted contract to the extent always of 15% of the value of the goods remaining to be delivered thereunder. It is further understood and agreed that if the Seller shall fail within 15 days from the partial termination of the Contract to procure the above guarantee, then the Buyer, at his absolute discretion will be entitled to terminate the Contract. Entirely without prejudice to the aforesaid, it is understood and agreed that the Bank may, if so wishes, extend the time of delivery for a period of five days (days of grace) and that in such case no sum by way of damages shall be payable by the Supplier to the Bank. After the expiration of the said five days of grace the Supplier shall be obliged to pay five per thousand of the value of the goods undelivered by way of damages for each day of default. The said damages commencing from the expiration of the last day of grace granted by the Bank and ending on the day on which delivery of the goods is effected or the contract shall be terminated by the Bank. Further, it is understood and agreed that the Bank shall have the right, if so wishes and without prejudice to the aforesaid, to terminate the agreement any time after the last day of grace, collect the 15% guarantee and claim further damages resulting from the breach of the contract, by the Supplier. The Supplier is obliged to comply with all the terms and conditions of these specifications except in case of force majeure. 7 17. REFERENCE TO CYPRUS COURTS:Any dispute as to the interpretation or application of the terms and conditions of the Contract including those terms and conditions of the Charter Party which by virtue of clause 3 above are made terms and conditions of this Contract shall be solved by the Courts of Cyprus which will have exclusive jurisdiction and the Contract shall be governed by the Laws of the Republic of Cyprus. 18. APPENDIX No.1 The attached APPENDIX No.1 forms an integral part of the present Auction Terms, Specifications and Conditions. CO-OPERATIVE CENTRAL BANK LTD P.O.Box 24537 1389 NICOSIA - CYPRUS. Apendix2. 7-2014 8