ROUNDWOOD SALES CONTRACT No. 3-3.6.1/2024/4


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1. Requisites of the Seller
State Forest Management Centre (SFMC)
Registry code 70004459
Mõisa/3, Sagadi Village, Haljala Municipality, 45403 Lääne-Viru County
Tel. 676 7500
www.rmk.ee
Representative
Urmas Treial, ID 35706064257
Chief Specialist, Timber Marketing
urmas.treial@rmk .ee
Tel: +372 503 3396
Right of representation based on (grounds for authorisation): Decree No 1-5/41 of SFMC board member on 11th of May 2023
Bank name/address: AS SEB Pank, Tornimäe 2, 15010 TALLINN, Estonia
IBAN: EE781010402024861004
SWIFT/BIC: EEUHEE2X

2. Requisites of the Buyer
Claus Rodenberg Waldkontor GmbH
(CRWK)
Commercial Registry code: HRB 1436 RZ Schmiedekoppel 7-9
23847 Kastorf, Germany
Tel: + 49-4501-8201-88
Fax: + 49-4501-8201-87
Representative
Claus Rodenberg, Managing Director
[email protected]
Right of representation based on: board decision
Bank name/address: Hypo Vereinsbank AG
IBAN: DE68 2003 0000 0011 0006 38
SWIFT/BIC: HYVEDEMM300

3. Type, Object and Price of the Contract.
3.1. This Contract has been agreed under basis of decree No 1 of January 4th, 2007 of the Government of the Republic of Estonia on “Sale of right to cut standing crop and sale of timber in state forests”, paragraph 5 section 2.
3.2. Under basis of successful tenders protocol No 3-3.4/36 of RMK’s public written tender of December 20th, 2023 RMK obliges to sell and CRW obliges to buy FSC and PEFC certified Roundwood in the quantity and with the quality stated in this Contract and according to the terms and conditions stated in this Contract. RMK obliges to prepare the Roundwood for sale with the required diligence and to deliver the Roundwood to the Delivery Location at own expense.
3.3. The quantity and Price of Roundwood to be delivered to CRW shall be as follows:
3.3.1. Birch Pulpwood 2000 m³ scub FOB Sillamäe Port (Incoterms 2020) 66,66 EUR/m³, Roundwood not conforming to the Quality Requirements 15,00 EUR/m³;
3.3.2. Spruce Pulpwood 755 m³ scub FOB Sillamäe Port (Incoterms 2020) 68,11 EUR/m, Roundwood not conforming to the Quality Requirements 15,00 EUR/m³;
3.3.3. Pine Pulpwood 587 m3 scub FOB Sillamäe Port (Incoterms 2020) 68,11 EUR/m, Roundwood not conforming to the Quality Requirements 15,00 EUR/m
3.4. Both RMK and CRW have the right to increase/decrease the normal quantity of Roundwood to be sold, as stated in clause 3.3 of this Contract, by +/- 10% (ten percent).

4. Delivery Terms
4.1. The Delivery Location and volume of the Roundwood as stated in clause 3.3., including the place of handing over the possession of the Roundwood to the CRW, shall be during the Delivery Period of 20.01.2024 – 29.02.2024.
4.2. RMK shall be obliged to load, at its expense or with a help of authorised carrier, the Roundwood in the storage facility of the RMK onto Roundwood transport vehicles, to transport the Roundwood to the Place of Delivery, and to order the loading of the Roundwood to the vessel nominated by the CRW, at own expense or with the help of an authorised carrier. A shipagent shall formalise the relevant transportation documents necessary for shipping the Roundwood (B/L, Cargo Plan) and shall send these documents to the RMK and CRW immediately after the completion of loading the vessel.
4.3. CRW shall be obliged to ensure the availability of vessels suitable for loading the Roundwood. CRW shall notify the RMK about the time of arrival of the vessel at least 7 (seven) days in advance and shall keep itself or via authorised shipagent the RMK and if not otherwise agreed the impartial measurement company VMF Estonia OÜ (e-mail: [email protected]) informed about estimated time of arrival of the vessel in accordance with the good practise of shipping regulations.
4.4. The recommended Roundwood loading rate of the vessel shall be 150 m3/h SSINC (holidays excluded). All other conditions according Gencon 1994.
4.4.1. Premises for transport:
CRW shall enter into freight agreements with ship-owners and arrange for the chartering of vessels. Unless otherwise agreed, vessels shall be chartered on SSINC (holidays excluded) terms. CRW shall bear the costs for the chartering of vessels. Details of the shipping programme, schedule, agents, laycan, load available, changes of ports of loading, changes in type of goods, etc. shall be co-ordinated on a day to day basis with CRW´s forwarding department. All vessels shall be chartered «full and complete». Dead freight can be claimed by CRW, if the vessel is not loaded with the agreed volume by the RMK, and when a cargo compensation claim and «letter of protest» for insufficient cargo received is issued by the ship-owner/broker. Goods shall be loaded within a given time frame stated by CRW for the individual chartered vessels, and to be communicated to the RMK before. Dead freight charge shall be 11,00 €/m3. Demurrage can be claimed by CRW if the stated terms of loading and the time-frame are not kept by the RMK, provided however, this demurrage is caused by the RMK´s default. Demurrage charge shall be 1,00 €/DWT.
4.5. RMK shall inform CRW of any changes in the delivery schedule, and at the latest two weeks prior to scheduled loading. Changes can be introduced after this, but at the RMK’s cost and risk. Extra costs caused by the deviation (difference in freight costs between the scheduled port of loading and the new port of loading), harbour charges, demurrage, etc. shall be paid by the RMK.

5. Quality assessment
5.1. The delivered Roundwood must conform to the requirements stated in Annex 1 “Quality Requirements of Roundwood” to this Contract (hereinafter called the Quality Requirements).
5.2. Unless otherwise agreed by the Parties elsewhere in this Contract, the impartial measurement company VMF Estonia OÜ shall assess the quality of the delivered Roundwood on the date of arrival of the Roundwood at the Place of Delivery. The representatives of the Parties may attend the assessment. The quality assessment of the Roundwood shall be performed according to the instructions given in the RMK Standard of Piled Roundwood (hereinafter called the Assessment Method). The quantity of Roundwood not conforming to the Quality Requirements shall be counted into the quantity of the Roundwood to be sold to CRW according to this Contract.
5.3. CRW shall be obliged to buy the Roundwood not conforming to the Quality Requirements for the price stated in clause 3.3 to this Contract.

6. Quantity and measurement
6.1. Unless otherwise agreed by the Parties elsewhere in this Contract, the impartial measurement company VMF Estonia OÜ shall measure the quantity of the delivered Roundwood on the date of arrival of the Roundwood at the Place of Delivery. The representatives of the Parties may attend the measurement.
The measuring of the Roundwood shall be performed according to the instructions given in the RMK Standard of Piled Roundwood. The volume of each stack in each truckload shall be measured in cubic meters and the piled density of the Roundwood quantity shall be determined. The total quantity shall be a sum of all stack quantities, which will be a basis for B/L in solid cubic meters.
6.2. As a result of the measuring of the Roundwood quantity, unless otherwise agreed by the Parties elsewhere in this contract, the impartial measurement company VMF Estonia OÜ shall prepare a Roundwood measurement report (hereinafter called the Measurement Report). This report shall state the quantity of Roundwood delivered and conforming to the quality requirements, the quantity of the Roundwood not conforming to the quality requirements, the types of defects, and the total quantity of Roundwood. The report shall be submitted to the RMK immediately and no later than within 1 (one) day after the date of B/L by e-mail and the RMK shall forward it to the CRW at the same day to contact person according to clause 11.2 of this Contract.
6.3. The measurement report(s) serve(s) as a basis for preparing an invoice. The preparation of an invoice may be preceded by the preparation of a record of delivery and receipt of timber and sending thereof to the other Party if this is strictly necessary for the Purchaser for keeping stock accounting of timber. Irrespective of the foregoing, the records of delivery and receipt of timber are not signed.

7. Solving disputes
7.1. CRW shall have the right to present to the RMK a claim regarding the quality of the Roundwood delivered to the Delivery Location (Article 12 of the Standard Terms for the Contract of Sale of Forest Material).
8. Limitation of liability
Unless otherwise expressly stated in this Contract and except in cases of gross negligence or wilful misconduct, neither Party shall be under any liability to the other Party for loss of production, loss of business or profit or for any other indirect damages.

9. Invoicing, payment deadline and credit limit
9.1. The invoicing regarding the sales contract for Roundwood shall be performed according to the conditions stated in clause 5 of the Standard Terms.
9.2. Payment term
(Article 5 of the Standard Terms)
9.3. Credit limit
(clause 6.5 of the Standard Terms)
Advance payment 100% of scheduled B/L volume within 7 (seven) Days before loading the vessel against advance payment invoice and balance within 14 (fourteen) Days after discharging the vessel against final invoice.
In the amount corresponding to the credit limit
9.4. RMK shall send invoices for the Roundwood electronically to the following e-mail address: [email protected]

10. Validity of the Contract
10.1. This Contract shall enter into force upon being signed.
10.2. This Contract shall be valid from the date of:
The later date of digital signature
10.3. This Contract shall be valid until the date of:
31.12.2024
11. Contact persons and contact data of the Parties
11.1. RMK’s representative for preparing the instrument of delivery and receipt shall be:
Name
ID code
Address
Telephone
E-mail
Esta Kaljussaar
45710054214
RMK, Paide mnt 14, Paikuse 86602 Pärnu maakond, Estonia
+372 676 7642
[email protected]
11.2. CRW’s representative for preparing the instrument of delivery and receipt shall be:
Name
ID code
Address
Telephone
E-mail
Armands Apfelbaums
230568-11657
LAPA, Exhibition Centre “Ramava”, Kekavas village, Kekavas district, LV1076 Latvia
+371 29242126
[email protected]
11.3. In case of any changes to the contact data of the Parties as stated in clauses 11.1.-11.2. of this Contract, the respective Party shall be obliged to immediately notify the other Party about this.

12. Standard Terms as a part of the Roundwood sales contract, entire agreement between the Parties, original counterparts of the Contract
12.1. Any and all issues not regulated with this Roundwood sales contract shall be regulated by applying the Standard Terms for forest material sales contracts, issued by the State Forest Management Centre (published on the website www.rmk.ee ). By signing this Contract, the CRW hereby confirms having reviewed the above stated Standard Terms and being in knowledge about their contents. RMK shall have the right to unilaterally change the Standard Terms in a way stated in the Standard Terms. This Roundwood sales contract together with its annexes and the Standard Terms shall constitute the entire agreement between the Parties and shall include all conditions regarding the sale of Roundwood stated in this Contract that the Parties have intended to agree about between them.
Upon signing this Contract it has the following Annex 1:
12.2. Annex 1 “Quality Requirements of Roundwood”.
12.3. This Contract together with the Annexes constitutes a wholesome and integral Contract, replacing any and all earlier spoken or written agreements between the Parties regarding the object of this Contract.

Details and signatures of Parties

/digital signature/ /digital signature/

Urmas Treial Claus Rodenberg
Timber Marketing Chief Specialist Managing Director
ANNEX 1 TO THE ROUNDWOOD SALES CONTRACT No. 3-3.6.1/2024/4
QUALITY REQUIREMENTS


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1. 1. Requisites of the Seller
State Forest Management Centre (SFMC)
Registry code 70004459
Mõisa/3, Sagadi Village, Haljala Municipality, 45403 Lääne-Viru County
Tel. 676 7500
www.rmk.ee
Representative
Urmas Treial, ID 35706064257
Chief Specialist, Timber Marketing
urmas.treial@rmk .ee
Tel: +372 503 3396
Right of representation based on (grounds for authorisation): Decree No 1-5/41 of SFMC board member on 11th of May 2023

2. Requisites of the Buyer
Claus Rodenberg Waldkontor GmbH
(CRWK)
Commercial Registry code: HRB 1436 RZ Schmiedekoppel 7-9
23847 Kastorf, Germany
Tel: + 49-4501-8201-88
Fax: + 49-4501-8201-87
Representative
Claus Rodenberg, Managing Director
[email protected]
Right of representation based on: board decision

3. RMK shall sell and CRW shall buy Roundwood felled in Estonian state forest, with the following quality:
3.1. Birch - , Spruce- and Pine Pulpwood
Diameter under bark at top end:
Min 6 cm
Maximum diameter over bark at bottom end:
Max 70 cm
Length:
3,0 m (+/- 0,3) m
General:
RMK Standard of Piled Roundwood, Tabel 2.1. for Birch Pulwood;Table 2.2. for Spruce Pulpwood and Table 2.3 for Pine Pulpwood

4. This Annex has been prepared in English and has digital signatures by both Parties.

Details and signatures of Parties

Seller Purchaser

(digitally signed) (digitally signed)
Urmas Treial Claus Rodenberg