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Purchaser will provide for payment in full to the Supplier upon the delivery to, third party inspection of and acceptance for shipping at the port of entry of all Products required by said CPO or CPO’s,the loading on board of all Products, issuance of an on-board bill of lading and fulfillment without limitation of all conditions for payment established in the CPO or CPO’s and by the Financial Institution of the Purchaser,

Could you help me to explain this paragraph?

  1. upon the delivery to,

    To where? (which word or phase in the paragraph is used to make a supplementary to it?)

  2. third party inspection of

    Of what? (which word or phase in the paragraph is used to make a supplementary to it?)

  3. the loading on board of all Products.

    What's the subject of this sentence in this paragraph?

2 Answers 2

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As you have spotted, this sentence is badly garbled. It looks to me like the writer

  • started to compose this section as a series of phrases ending in to, with port of entry as the object of all the tos, and then
  • switched in midstream to a series of phrases ending in of, with Products required by said CPO or CPO's as the object all the ofs

—and never got around to sorting out the consequent mess.

It is also possible that the writer created the text by adapting an existing FOB contract and failed to make some necessary changes.

Anyway -- Now that we've established that this is a CFI contract, I think that the document is intended to describe a situation in which the Supplier is responsible for

a) getting the Products CFI (that is, at Supplier's cost), to a destination "port of entry", and then
b) getting the Products inspected and accepted by a third-party carrier, and loaded onto that carrier's vessel or traincars or trucks for delivery (at Purchaser's cost) to Purchaser.

The passage as a whole defines what hoops the Supplier has to jump through in order to get paid. The basic provision is

Purchaser will provide for payment in full to the Supplier

Everything after this point is a preposition phrase telling when payment is to be made; I've filled in the elements which have been deleted and/or postponed:

upon
1. the delivery of the Products to the port of entry
2. third party inspection of the Products at the port of entry
3. and third party acceptance of the Products for shipping at the port of entry

the products in question being specified as Products required by said CPO or CPO’s,

  1. the loading on board the third party carrier's vehicle of all Products,
  2. issuance by the carrier of an on-board bill of lading
  3. and fulfillment by Supplier without limitation of all conditions for payment

    those conditions being specified as
    established

    (a) in the CPO or CPO’s, and (b) by the Financial Institution of the Purchaser,

Purchaser is the subject of the sentence.

The figure you ask about, with the prepositions left "dangling" to wait for their postponed object, is called Right Node Raising (don't ask why, it's not worth knowing). It's very popular with lawyers and other bureaucrats who think difficult syntax demonstrates their sophistication. Few even of these semiliterates abuse the figure quite so grotesquely as this writer does; but at its best RNR is a graceless, pompous device which is quite out of place in any register.

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  • who execute "fulfillment without limitation of all conditions for payment". it's the Financial Institution of the Purchaser, right? thanks
    – tom
    Sep 7, 2015 at 4:02
  • No. The 'fulfillment' is 'executed' by Supplier; the conditions are established by a) the CPO and b) Purchaser's bank. The contract is talking about a Letter of Credit: Purchaser arranges a line of credit with a prime bank at Supplier's end, the bank promises Supplier that payment will be made, Supplier provides the bank documentation that all the contract conditions have been met, Purchaser instructs the bank to pay Supplier, Supplier endorses the Bill of Lading to the bank, and the bank turns it over to Purchaser so he can claim the shipment when it arrives at his end. Sep 7, 2015 at 4:12
  • thanks my friend. another "and acceptance for shipping at the port of entry of " execute by the "third party inspection " OR Purchaser? thanks
    – tom
    Sep 7, 2015 at 4:36
  • third party inspection then acceptance for shipping at the port of entry ?right?thanks
    – tom
    Sep 7, 2015 at 4:47
  • Yeah, that would make sense, but the wording does not stipulate a sequence, it just lists the conditions that must be met. Sep 7, 2015 at 10:08
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Here's how to parse this:

Purchaser will provide for payment in full to the Supplier upon

  • the delivery to,

    third party inspection of

    and acceptance for shipping at the port of entry of

    all Products required by said CPO or CPO’s,

  • the loading on board of all Products,

  • issuance of an on-board bill of lading

  • and fulfillment
    without limitation

    of all conditions for payment

    established in the CPO or CPO’s and by the Financial Institution of the Purchaser,

There is an error in this, because "delivery to" and "shipping at" are both trying to point to "the port of entry", but "third party inspection of" and "port of entry of" both want to point to "all Products required by said CPO or CPO’s". I'm guessing that "third party inspection" was added in later, after the sentence had already been constructed, because it works with that phrase removed.

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