Draft Sugar
Draft Sugar
Draft Sugar
AS SELLER
COMPANY :
ADDRESS :
CITY :
COUNTRY :
TELEPHONE :
TELEFAX :
EMAIL :
:
AND
AS THE BUYER
COMPANY :
ADDRESS :
CITY :
COUNTRY :
TELEPHONE :
TELEFAX :
EMAIL :
AFFIRMATION
HLM, Agents of D’CHANGE INC.,
INC., HEREINAFTER HEREBY CERTIFIES, REPRESENTS AND
WARRANTS THAT IT CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PROVIDE
THE COMMODITY.
BUYER’S AFFIRMATION
CORPOTIVEX TRADING INTERNATIONAL SL, SL, HEREAFTER, “BUYER” MAKES AND CONFIRMS
THAT IT IS READY, WILLING AND ABLE TO PURCHASE REFINED WHITE CANE SUGAR – GRADE
“A” – ICUMSA 45 RBU,
RBU, HEREAFTER “COMMODITY” UNDER THE TERMS AND CONDITIONS OF
THIS SALES AND PURCHASE AGREEMENT, HEREAFTER “AGREEMENT” AND SUBJECT TO
VERIFICATION OF THE BUYER’S FINANCIAL CAPABILITY BY SELLER.
MUTUAL AFFIRMATION
SELLER AND BUYER AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THIS
AGREEMENT AS PER THE INTERNATIONAL CHAMBER OF COMMERCE ICC RULES FOR
INTERNATIONAL TRADE
PRODUCT
ICUMSA 45 SUGAR
SPECIFICATIONS
THE PRODUCT BEING SUPPLIED SHALL BE FIT FOR HUMAN CONSUMPTION, AS PER
INSPECTION CERTIFICATE ISSUED BY SOCIETE GENERALE DE SURVEILLANCE (SGS) AND SHALL
MEET THE FOLLOWING SPECIFICATIONS:
COUNTRY OF ORIGIN
BRAZIL
PRODUCT DELIVERY
THE DATE (S) OF BILL OF LADING SHALL BE CONSIDERED THE DATE (S) OF DELIVERY. THE
FIRST DELIVERY SHALL BEGIN WITHIN 10 (ten) DAYS AFTER RECEIPT AND CONFIRMATION OF
AN OPERATIVE STANDBY LETTER OF CREDIT OR PRIME BANK GUARANTEE OR DOCUMENTARY
LETTER OF CREDIT ACCEPTABLE TO THE SELLER AND SELLER’S BANK. THE BUYER AND THE
SELLER AGREE THAT PARTIAL SHIPMENTS ARE ALLOWED AND TRANSHIPMENT NOT ALLOWED.
CONTRACTED QUANTITY
THE TOTAL QUANTITY SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY
THE INSPECTION AUTHORITY AND BY THE BILL OF LADING OF THE SHIPMENT THAT WAS IN
EFFECT DELIVERED TO THE BUYER.
TERMS OF PAYMENT
BUYER’S BANK WILL ISSUE AN IRREVOCABLE, TRANSFERABLE, UNENCUMBERED,
UNCONDITIONAL, DIVISIBLE, ASSIGNABLE AND CONFIRMED STANDBY LETTER OF CREDIT OR
PRIME BANK GUARANTEE. COVERING THE SHIPMENT QUANTITY AND VALUE THAT WILL ACT
AS A COLLATERAL SECURITY GUARANTEE TOWARDS SUCCESSFULL COMPLETION AND LIFTING
OF THE CONTRACTED QUANTITY WITH A MATURITY DATE OF LOADING. ACTUAL PAYMENT
WILL BE MADE BY MT 103 ON PER SHIPMENT TO LOADING PORT AGAINST PRESENTATION OF
SHIPPING DOCUMENTS STATED IN THE CONTRACT AT THE BUYER’S BANK. IF THE FINANCIAL
INSTRUMENTS ISSUED BY THE BUYER TO THE SELLER IS NOT IN ACCORDANCE WITH THE
TERMS OF THIS CONTRACT OR WHAT IS ACCEPTABLE TO THE SELLER AND THE SELLER’S
BANK, THE SELLER’S AND BUYER’S BANK MUST DISCUSS AND ATTEMPT TO RESOLVE
AMICABLY ANY EVENTUAL MINOR DISCREPANCIES LETTER OF CREDIT FOR FULL VALUE OF THE
CONTRACT. (THE SELLER TO PROVIDE THE BANKING DETAILS OF THE COMPANY WHERE THE
LETTER OF CREDIT WILL BE TRANSFERRED PORT OF ORIGIN)
OTHER CONDITIONS
PARTIAL SHIPMENT ALLOWED AND TRANSSHIPMENT NOT ALLOWED.
SHIPPING DOCUMENTS PRESENTED WITHIN 21 DAYS AFTER THE DATE OF THE BILL OF
LADING BUT WITHIN FINANCIAL INSTRUMENT VALIDITY ARE ACCEPTABLE.
DOCUMENTS WORDING (PCT) OR (%) OR (0/0) OR (PERCENT) IS ACCEPTABLE.
SHIPMENT IN VESSELS CLASSIFIED LLOYDS 100-1 A OR EQUIVALENT.
SELLER’S TO NOMINATE VESSEL MIN 05 (FIVE) DAYS BEFORE ETA FOR LOADING.
SELLER TO NOMINATE SHIP AGENT AT DISCHARGE PORT BEFORE ETA FOR LOADING.
CHARTER PARTY BILL OF LADING AND THIRD PARTY DOCUMENTS ACCEPTABLE.
5% TOLERANCE IN QUANTITY AND WEIGHT AND AMOUNT ARE ACCEPTABLE.
PRODUCT INSURANCE
SHIPMENT OF THE GOODS SHALL BE INSURED FOR 110% OF THE FACE VALUE OF EACH
CARGO. THE INSURANCE POLICY MUST BE EITHER ISSUED OR ASSIGNED OVER TO THE
BUYER OR THEIR DESIGNATED PARTY, AND BE FULLY TRANSFERABLE.
PROCEDURES
SELLER ISSUES DRAFT CONTRACT IN FAVOUR OF THE BUYER.
BUYER SIGNS AND SENDS BACK THE CONTRACT DRAFT TO THE SELLER.
SELLER SENDS BACK A SIGNED CONTRACT ELECTRONICALLY.
SELLER AND BUYER EXCHANGE 02 HARD COPIES SIMULTANEOUSLY BY COURIER AND
COPIES ARE DULY SIGNED & SEALED. THE FINAL DRAFT CONTRACT WILL BE
CONSIDERED AS HARD COPIES UNTIL THE ORIGINAL HAVE BEEN EXCHANGED AND
WILL NOT DELAY THE BUYER IN ISSUING THE FINANCIAL INSTRUMENT.
DELIVERY AND SHIPMENT COMMENCE AS PER SCHEDULE MUTUALLY AGREED
DEMURRAGE
AT THE LOADING PORT IT IS ON SELLER’S ACCOUNT. AT THE DISCHARGING PORT IT IS ON
BUYER’S ACCOUNT. THE DEMURRAGE SHALL BE DETERMINED BY VESSEL MASTERS INVOICE
AND A REASONABLE AMOUNT OF TIME SHALL BE DEEMED AS 5 INTERNATIONAL BANKING
DAYS. ALL PARTIES SHALL AGREE ON THE AMOUNT THAT THEY WILL BEAR AND SHALL BE
PAID PRO-RATA. BUYER MUST ENSURE REQUESTED DISCHARGE PORTS ARE CAPABLE TO
RECEIVE THE HIGH VOLUMES OF THE COMMODITY REQUESTED IN ORDER TO PREVENT
EXCESS DEMURRAGE OR EXCESS DELAYS FOR THE INCOMING VESSEL TRAFFIC OR TO IMPEDE
SCHEDULED DELIVERIES. SELLER WILL IN NO WAY BE RESPONSIBLE FOR DISCHARGE PORT
CAPABILITIES OR FACILITIES REQUESTED BY BUYER.
FORCE MAJEURE
NEITHER OF THE CONTRACTING PARTIES WILL ANSWER FOR THE MISCARRYING OUT
IN DUE TIME OR/AND FOR THE IMPROPER TOTAL OR PARTIAL PERFORMANCE OF
EITHER OBLIGATION HE MAY HAVE ON THE BASIS OF THIS PRESENT CONTRACT, IF
THE MISCARRYING OR IMPROPER PERFORMANCE WERE CAUSED BY FORCE MAJEURE,
AS ESTABLISHED BY LAW.
THE PARTY THAT INVOKES FORCE MAJEURE OUTSIDE OF NATURAL CAUSES,
EARTHQUAKE, STORMS, OR FIRE THROUGH (ACT OF GOD), OR DECLARATION OF WAR,
CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY ACTIONS, STOP ORDER,
STRIKE IS OBLIGATED TO LET THE OTHER PARTY KNOW ABOUT IT ON A PERIOD OF
FIVE (5) DAYS, CONDITIONS PERMITTING, AND HAS TO TAKE ALL THE POSSIBLE
MEASURES IN ORDER TO LIMIT CONSEQUENCES.
IF IN A PERIOD OF FIFTEEN (15) DAYS SINCE THE EVENT TAKES PLACE, THIS DOES
NOT CEASE, THE PARTIES HAVE THE RIGHT TO ASK FOR REASONABLE
COMPENSATION.
ARBITRATION
THE SELLER AND THE BUYER WILL TRY TO SETTLE ALL DISPUTES AMICABLY. EITHER PARTY
MAY SERVE NOTICE TO THE OTHER REQUIRING A DISPUTE TO BE SETTLED WITHIN (30)
THIRTY DAYS AFTER SUCH NOTICE AND IF UNSETTLED TO REFER TO ARBITRATION IN
ACCORDANCE WITH THIS CONTRACT. IN CASE PROBLEM SOLVING CAN NOT BE DONE IN AN
AMIABLE WAY, BOTH PARTIES AGREE TO ALLOW SOLVING BY THE INTERNATIONAL
ARBITRATION ASSOCIATION CHAMBER, NYC-USA, WHERE ANY DISPUTE, CONTROVERSY, OR
CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH, TERMINATION OR
INVALIDITY SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE I.C.C. UNCITRAL
ARBITRATION RULES AS AT PRESENT INFORCE.
GOVERNING LAW
THIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE
INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) AND THE UNITED NATION CONVENTION
FOR THE SALE OF GOODS (UNCITRAL). IN THE EVENT OF INCONSISTENCY BETWEEN THIS
CONTRACT AND THE PROVISIONS OF THE U.N. CONVENTION, THIS CONTRACT SHALL HAVE
PRIORITY FOR THE PURPOSE OF ARTICLE 39 OF THE U.N. CONVENTION. FURTHER A
REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE FIVE (05) INTERNATIONAL BANKING
DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE COURTS
OF UNITED KINGDOM, WHICH SHALL APPLY TO I.C.C., UNCITRAL RULES AND REGULATIONS.
ASSIGNMENT
THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, AND ONLY WITH
PRIOR ACKNOWLEDGEMENT AND WRITTEN PERMISSION BY THE OTHER PARTY. THE BUYER
HOLDS THE RIGHT, WITH THE WRITTEN CONSENT OF THE SELLER, TO APPOINT ANOTHER
COMPANY WITHIN THE BUYERS GROUP TO ASSUME THE BUYERS POSITION IN THIS CONTRACT
UNDER THE SAME CONDITIONS.
NON-COMPLIANCE PENALTY
THE SELLER WARRANTS TO PAY ALL CHARGES OF LOSS AND DAMAGE INCURRED TO THE
BUYER IF THE SELLER FAILS TO EXECUTE THE LOADING OF GOODS TO THE
DESTINATION WITHIN THE SPECIFIED TIME TO A MAXIMUM AMOUNT NOT EXCEEDING
2%.
THE BUYER WARRANTS TO PAY ALL CHARGES OF LOSS AND DAMAGE INCURRED TO THE
SELLER IN CASE HE FAILS TO MAKE THE LETTER OF CREDIT OPERATIONAL AS PER THE
PAYMENT TERMS OF THIS AGREEMENT WITHIN THE SPECIFIED TIME TO A MAXIMUM
AMOUNT NOT EXCEEDING 2%.
LANGUAGE TO BE USED
ENGLISH LANGUAGE IS TO BE USED ONLY
VALIDITY PERIOD
IT IS HEREBY AGREED AND UNDERSTOOD THAT THIS CONTRACT WILL HOLD ITS VALIDITY IF
BANKING INSTRUMENTS ARE PUT INTO PLACE NO LATER THAN 15/03/2017 AND FAILING TO
DO SO WILL BE LIABLE/SUBJECT TO A PRICE CHANGE IF APPLICABLE.
THIS CONTRACT IS CONSIDERED A LEGAL DOCUMENT FROM BOTH BUYER AND SELLER WHO
ARE ACCEPTING THE ELECTRONIC SIGNATURES AS BINDING FOR BOTH TO PROCEED AS
NECESSARY.
HARD COPIES WILL BE EXCHANGED BY BOTH BUYER AND SELLER BY COURIER DELIVERY.