Common use of DOCUMENTS BY PASS (STRING) Clause in Contracts

DOCUMENTS BY PASS (STRING). In case of resales in string, any party may propose a documents bypass whereby one Seller involved in the string presents documents to any subsequent buyer at an agreed price. (A) Such proposal is to be made in good time, preferably prior to commencement of loading of the nominated vessel, and to contain names of sellers and buyers in the string, their individual prices and the suggested settlement of price differentials. (B) All parties in the string may, at their own absolute discretion, refuse or agree without prejudice to their rights and obligations under their own contract, and the proposal will be declared in force only if all parties in the string have confirmed their agreement, otherwise it will be declared failed. Agreement by each party shall include their express acceptance of the Arbitration Clause and of the Insolvency Clause of GAFTA 64. Either declaration, in force or failed, shall be notified without delay to all parties involved by the party that made the original proposal. (C) If no such declaration is received by the time the vessel has started to load, the first seller may withdraw its agreement and present document to its own buyer or, at its option, charge interest at the rate stipulated in the Interest clause for any time lost in presentation of documents. (D) When a string proposal is declared in force, each party shall be deemed to have entered into a contract with all other parties in the string (who are also trading on the same terms), including express agreement by all parties to arbitration and to the application of the Insolvency clause. It shall also be deemed to have transferred automatically from the first to the last buyers the obligation to pay for the goods and to cover insurance in accordance with the Insurance clause. Likewise, the acceptance of a string proposal by parties other than the first sellers and the last buyers shall constitute their firm commitment to pay any price differentials and other monies due. (E) Should the nominated vessel for a string already in force be substituted, totally or in part, the first seller is under no obligation to commence loading the substitute vessel prior to the receipt of the substitution from its own counterparty. (F) Despite agreeing without prejudice to a document bypass proposal, all the parties’ rights and obligations under their individual contracts, save as amended by operation of the agreed bypass, shall remain fully in force. Prior to the presentation of documents to the end buyer, any party in string may, in the event of unforeseen and serious circumstances, including the insolvency or threatened insolvency of any party in the string, withdraw the agreement, by giving immediate notice of such withdrawal to all other parties. The documents shall then be presented through the string between individual counterparties. (G) To permit settlement of price differentials, the end buyer in string shall without delay confirm the receipt of shipping document and exact quantity shipped to all parties involved, and price differentials as agreed shall then be paid in 48 hours from receipt of the relevant debit note. Carrying charges, any detention or demurrage and/or quality allowances, if due, shall be settled between individual counterparties. Interest shall be charged in the event of late payment of any invoice or debit note. (H) Carrying Charges amounts and/or quality allowances may be included in the invoice covering original documents presentation if it was clearly stated in string proposal and accepted by all the parties involved. The party receiving documents in a string proposal must inform quality results in the notice sent to all parties involved declaring that documents were received in Good Order. In this case: (i) No carrying charges to be settled between the other parties, unless there are different delivery periods involved. (ii) Quality allowance percentages must be discounted from the price differences applied between the other parties as shown in the string proposal. (I) All Sellers and Buyers under contracts containing the Documents By-Pass Clause shall be deemed to have entered into mutual agreements with one another to the above-mentioned effect, and to agree to submit to arbitration all questions and claims between them or any of them with regard to the execution of this clause in accordance with the Arbitration Clause of this contract. 16.