CONTRACT FOR SALE AND PURCHASE "Product Name"
BUYER :
TEL.: FAX: + E-Mail:
SELLER :
TEL.: FAX: + E-Mail:
CONTRACT NUMBER
Buyer's Reference No
..
This contract is made and entered into this
. Day of
, 2000
The following contract, if signed, is a document. Any alteration renders it void and immediately cancelable.
Between :
HEREINAFTER REFERED TO AS THE BUYER
WITH THE RIGHT TO CEDE TO :
HERINAFTER REFERED TO AS THE SELLER
Whereas the Seller, on behalf of it's Supplier, with full corporate authority makes an
Irrevocable firm commitment to sell and deliver 00.000 m/tons of
Name product, hereby certifies, represents and warrants
that it can fulfil the requirements of this Agreement and provide the
product herein mentioned under the terms and conditions specified and
agreed upon by the signatories hereafter and
Whereas the Buyer hereby agrees and makes an irrevocable firm commitment to
purchase 00.000 m/tons of Name product, on a Cost,
and Freight basis (C.+.F.) with the terms and conditions hereunder defined.
Now, therefore, in consideration of the promises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
INITIALS SELLER :
.. INITIALS BUYER :
PARAGRAPH - ONE: PRODUCT AND SPECIFICATIONS
.
.
. Product specifications on page 6
.
.
. QUANTITY : 00.000 MT
PARAGRAPH - TWO: PRODUCT OF ORIGIN
Country of origine /
- AT SELLER'S OPTION
PARAGRAPH - THREE: PRICE, QUANTITY, FREQUENCY OF SHIPMENTS
3 - 1 PRICE: US$ 000.00 PER METRIC TON
..
SELLER IS NOT RESPONSIBLE FOR COSTUMS DUTIES AND CLEARING CHARGES AT
DESTINATION PORT. BUYER AND SELLER AGREE TO MODIFY THE PRICES IF THERE
ARE SIGNIFICANT CHANGES IN THE COST OF ACCRUING THE REFINED WHITE SUGAR
FROM MILL, FREIGHT RATES, THE COST OF MATERIALS, AND CHANGES IN GOVERNMENT
OFFICIALS, PRICES. THESE ADJUSTMENTS WILL GO INTO EFFECT ONLY BY MUTUAL
AGREEMENT IN WRIGHTING BETWEEN THE SELLER AND THE BUYER, IN ANY CASE, THE
REFINED WHITE SUGAR WILL NOT BE SHIPPED UNLESS THERE IS AGREEMENT AS TO THE
CNF PRICE OF THE Name product.
3 - 2 QUANTITY: SELLER AGREES TO SELL AND BUYER AGREES TO BUY ONE SHIPMENT OF
00.000 METRIC TON'S Name of product,
3 - 3 FREQUENCY:
VESSEL
PARAGRAPH - FOUR: SHIPMENT
4 - 1 THE SHIPMENT SHALL BE WITHIN 25 - 45 DAYS FROM DATE OF RECEIPT AND
CONFIRMATION OF AN ACCEPTABLE LETTER OF CREDIT.
4 - 2 ONE PORT OF UNLOADING TO BE DESIGNATED IN WRITING BY THE BUYER AND TWO
PORTS FOR LOADING IN THE EXPORTING COUNTRY.
4 - 3 FOUR DAYS ARE ALLOWED FOR LOADING AND FOUR DAYS FOR UNLOADING, ANY
DEMURRAGE INCURRED AT PORT OF DESTINATION WILL BE FOR BUYER'S ACCOUNT.
4 - 4 ALL CHARGES, DUE/OR LEVIES AT LOADING PORT AND FREIGHT IS AT THE ACCOUNT
OF SELLER.
4 - 5 THE SHIPMENTS OF Name of product TO BE DELIVERED IN ACCORDANCE TO THE "ESTIMATED DELIVERY PLAN"
(SEE ADDENDUM A)
PARAGRAPH - FIVE: INSURANCE
5 - 1 INSURANCE OF THE WHITE REFINED SUGAR WILL BE PROVIDED BY THE BUYER AND
COVERAGE WILL BE FOR ALL RISK.
PARAGRAPH - SIX: PACKAGING, WEIGHT AND STORAGE
6 - 1 PACKING WILL 50KG NEW POLY LINED - SEAWORTHY BAGS WITH 2 % EMPTIES AS
SUPPLEMENT FOR DAMAGES TO BE SUPPLIED BY SELLER. ARRANGED IN SLING BAGS
40 x 50Kg BAGS SUITABLE FOR SEA FREIGHT MARKS OF THE BAGS
Name of product NET WEIGHT 50KG, ORIGIN: ON BOTH SIDES
THE BAGS HAVE TO BE MARKED
PARAGRAPH - SEVEN: PAYMENT CONDITIONS
7 - 1 THE YELLOW CORN SHIPMENT WILL BE PAID FOR BY 100% OF TOTAL CONTRACT
VALUE EQUAL TO 00.000 M/TONS USD $ 000.00 PER M/TON = USD $ 0.000.000(xxx
MILLION xxx HUNDRED xxxxx THOUSAND AMERICAN DOLLARS.) BY AN
IRREVOCABLE, TRANSFERABLE, CONFIRMED DOCUMENTARY LETTER OF CREDIT ISSUED
BY A PRIME BANK ACCEPTABLE TO THE SELLER. PAYMENT 100% AT SIGHT / BILL OF
LADING / ON A ONE SHIPMENT BASIS.
7 - 2 ALL BANKING CHARGES AND FEES FOR THE TRANSFER SHALL BE COVERED BY THE
BUYER.
INITIALS SELLER :
.. INITIALS BUYER :
PARAGRAPH - EIGHT: BANKING INFORMATION
8 - 1 NAME OF SELLER'S BANK :
ADDRESS :
BANK OFFICER :
ACCOUNT NO :
ACCOUNT NAME :
PHONE :
FAX :
TELEX :
SWIFT: :
8 - 2 NAME OF BUYER'S BANK :
ADDRESS :
BANK OFFICER :
ACCOUNT NO :
ACCOUNT NAME :
PHONE :
FAX :
TELEX :
SWIFT: :
8 - 3 NAME OF BUYERS'S CONFIRMING BANK:
ADDRESS :
BANK OFFICER :
ACCOUNT NO :
ACCOUNT NAME :
PHONE :
FAX :
TELEX :
SWIFT: :
8 - 4 PERFORMANCE BOND: THE SELLER WILL POST A 2 % PERFORMANCE GUARANTEE BOND
ON RECEIPT OF THE FACE VALUE OF BUYER'S DOCUMENTARY LETTER OF CREDIT
WITHIN 5 BANKING DAYS.
PARAGRAPH - NINE: SHIPPING DOCUMENTS
9 - 1 FULL SET OF CLEAN ON BOARD OCEAN BILL OF LADING (B/L) THREE (3) ORIGINALS AND
THREE NON-NEGOTIABLE COPIES MADE OUT TO ORDER AND BANK ENDORSED,
NOTIFYING THE BUYER OR BUYER'S AGENT, INSURANCE DOCUMENTS AND PACKING
LIST.
9 - 2 A SET OF SIGNED COMMERCIAL INVOICES ORIGINAL AND THREE (3) COPIES.
9 - 3 CERTIFICATE OF QUALITY, QUANTITY AND WEIGHT INSPECTION IN DUPLICATE ISSUED
BY ANY INDEPENDENT INTERNATIONALLY RECOGNISED SURVEYOR (S.G.S. / LOYDS OF
LONDON / VERITAS OR SIMILAR)
9 - 4 CERTIFICATE OF ORIGIN IN DUPLICATE (FORM A) ISSUED BY RELEVANT AUTHORITY
9 - 5 PHYIOSANITARY CERTIFICATE ISSUED BY THE GOVERNMENT AUTHORITY, IN DUPLICATE
9 - 6 THE BUYER WILL GIVE PRIOR TO LOADING CONCRETE INSTRUCTIONS REGARDING THE
ISSUANCE OF THE STATED DOCUMENTS, THEIR DESTINATION AND THEIR USE.
INITIALS SELLER :
.. INITIALS BUYER :
PARAGRAPH - TEN: SHIPPING CONDITIONS
10 - 1 THE SELLER SHALL SHIP THE GOODS, WITHIN THE TIME AND IN THE QUANTITIES
STIPULATED IN THE CONTRACT, ON BOARD OCEAN GOING VESSELS DIRECTLY FROM THE
LOADING PORTS TO THE DESTINATION PORT, TRANSHIPMENT ON ROUT IS NOT ALLOWED
WITHOUT THE SELLER'S AND BUYER'S CONSENT IN WRITING. THE GOODS MAY NOT BE
CARRIED BY ANY VESSEL NOT ACCEPTABLE TO THE BUYER.
PARAGRAPH - ELEVEN: ADVISE OF SHIPMENT
11 - 1 IMMEDIATELY AFTER COMPLETION OF THE LOADING OF THE REFINED WHITE SUGAR ON
BOARD THE VESSEL, THE SELLER SHALL ADVISE THE BUYER, VIA FAX / E-MAIL THE
FOLLOWING: NAME OF THE VESSEL
NUMBER OF METRIC TON'S LOADED
TOTAL WEIGHT OF THE SHIPPMENT
INVOICE VALUE IN US$ DOLLARS
11 - 2 ANY DEVIATION RELATED TO QUANTITY AND LOADING DATA SHALL BE MUTUALLY
AGREED IN WRITING 10 (TEN) DAYS BEFORE LOADING.
PARAGRAPH - TWELVE: DELIVERY SCHEDULE
12 - 1 DELIVERY SCHEDULE AT NOMINATED LOADING PORTS SHALL BE STATED AS
FOLLOWING, AS PER PROGRAM OF THE PARTIES FIRST (1) VESSEL (DATE AND NAME)
AND SO UNTIL COMPLETION OF AGREED CONTRACT. (SEE ADDENDUM A - 1)
PARAGRAPH - THIRTEEN: CLAIMS
13 - 1 EACH INDIVIDUAL SHIPMENT SHALL HAVE A PHYTOSANITARY CERTIFICATE WHEN
LOADING
13 - 2 EACH INDIVIDUAL SHIPMENT MUST HAVE A CERTIFICATE OF QUALITY, QUANTITY, AND
WEIGHT ISSUED BY AN INDEPENDENT INTERNATIONAL SURVEYOR AT LOADING PORT.
INSPECTION FEES WILL BE FOR SELLER'S ACCOUNT.
13 - 3 THE BUYER HAS THE RIGHT TO HAVE THE YELLOW CORN INSPECTED AT
DISCHARGE PORT OF DESTINATION, SUCH INSPECTION SHALL BE CONDUCTED BY AN
INDEPENDENT INTERNATIONAL SURVEYOR AND THE INSPECTION FEE SHALL BE BORN
BY THE BUYER.
13 - 4 BUYER ACCEPTS AT HIS EXPENSE A TOLERANCE OF 2% (TWO PERCENT) OF DAMAGED
PRODUCT OF THE TOTAL SHIPMENT TO DEVIATE FROM THE QUALITY CRITERIA.
PARAGRAPH - FOURTEEN: FORCE MAJEUR
14 - 1 BUYER AND SELLER SHALL BE FREE FROM ANY LIABILITY FROM AND IN ANY WAY
CONNECTED WITH THIS CONTRACT DUE TO OR ARISING FROM LOSS OR DAMAGE, FROM
FIRE, FLOOD, WAR, EMBARGOES, GOVERNMENT ACTS, RESTRICTION OR REQUISITION OF
SHIPPING FACILITIES, ACT OR DEFAULT OF CARRIER, INCREASED FREIGHT RATES
MUTUALLY UNACCEPTABLE TO BOTH PARTIES, STRIKES, LABOUR TROUBLE, OR ANY
OTHER CONTINGENCY, OF WHATSOEVER NATURE, BEYOND THEIR CONTROL.
14 - 2 THE SELLER SHALL NOT BE HELD RESPONSIBLE FOR LATE DELIVERY OR NON DELIVERY
OF THE GOODS OWING TO GENERALLY RECOGNISED "FORCE MAJEUR" PARAGRAPHE
MENTIONED ABOVE IN PARAGRAPH 14 - 1, SUCH A CASE, THE CONDITIONS THEREOF. THE
SELLER SHALL NOTIFY THE BUYER IMMEDIATELY VIA FAX OF SUCH FORCE MAJEUR
CONDITIONS INCLUDING EVIDENCE OF THE SAME.
14 - 3 THE BUYER LIKEWISE SHALL NOT BE HELD RESPONSIBLE FOR NON PERFORMANCE DUE
TO "FORCE MAJEUR" IN SUCH CASE, THE BUYER SHALL NOTIFY THE SELLER
IMMEDIATELY VIA FAX OF SUCH FORCE MAJEUR CONDITIONS INCLUDING EVIDENCE OF
THE SAME.
14 - 4 SHOULD THE AFFECT OF FORCE MAJEUR CONTINUE FOR MORE THAN SIXTY (60) DAY'S,
THE BUYER AND THE SELLER SHALL DISCUSS, THROUGH FRIENDLY NEGATIONS AS SOON
AS POSSIBLE, THEIR OBLIGATIONS TO CONTINUE TO PERFORM UNDER THE TERM AND
CONDITIONS OF THIS CONTRACT.
PARAGRAPH - FIFTEEN: CONTRACT PROCEDURE
15 - 1 THE SELLER ISSUES CONTRACT VIA FAX FOR BUYER'S ACCEPTANCE AND SIGNATURE.
15 - 2 THE SELLER SIGNS AND RETURNS VIA FAX IMMEDIATELY.
INITIALS SELLER :
.. INITIALS BUYER :
15 - 3 THE BUYER WILL FAX THE SELLER A DRAFT OF THE LETTER OF CREDIT FOR APPROVAL.
AFTER RECEIPT/ACCEPTANCE OF THE BUYER'S DRAFT L/C A LETTER OF CONFIRMATION
FROM THE SELLER'S BANK CONFIRMING ACCEPTANCE OF THE DRAFT AND ISSUANCE OF
THE PERFORMANCE BOND TO BE ISSUED BY THE SELLER'S BANK AND FORWARDED TO
THE BUYER WITHIN TWO BANKING DAYS.
15 - 4 THE BUYER AND THE SELLER EXCHANGE LOADING AND DISCHARGE PORT DETAILS
INCLUDING DOCKING INDIVIDUAL POINT OF CONTACT, TELEX, PHONE AND FACSIMILE
NUMBERS AS APPLICABLE.
15 - 5 DELIVERY COMMENCES ACCORDING TO THE AGREED DELIVERY SCHEDULE, ADDENDUM
"A", WHICH CONSTITUTES PART OF THIS CONTRACT.
PARAGRAPH - SIXTEEN: CONTRACT NON-PERFORMANCE
16 - 1 IF THE SELLER FAILS TO PERFORM , THE SELLER IS OBLIGATED TO REIMBURSE TO THE
BUYER ALL COST'S INVOLVED FOR THE ISSUING OF THE L/C AS WELL AS THE RE-
ISSUNG COST.
16 - 2 IF THE SELLER FAILS TO PERFORM A SHIPMENT, THE 2% PERFORMANCE GUARANTEE
BOND ISSUED BY THE SELLER'S BANK FOR THE SHIPMENT IN QUESTION SHALL BE
ACTIVATED.
16 - 3 IF THE BUYER FAILS TO PERFORM IN ACCORDANCE TO THIS CONTRACT THE SELLER IS
ENTITLED TO CANCEL THIS AGREEMENT.
PARAGRAPH - SEVENTEEN: CONFIDENTIALITY AND NON-CIRCUMVENTION
17 - 1 THE PARTIES ACCEPT AND AGREE TO THE RESTRAINTS OF THE INTERNATIONAL
CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH
REGARD TO ALL AND EVERY ONE OF THE PARTIES INVOLVED IN THIS TRANSACTION
AND AGREEMENT, ADDITIONS, RENEWALS, THIRD-PARTY ASSIGNMENTS, WITH
RECIPROCATION FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF SIGNING OF THE
AGREEMENT.
17 - 2 BUYER AND SELLER RESPECT HIGHLY CONFIDENTIALLY THE NATURE OF THIS
DOCUMENT AND AGREE TO MAINTAIN IN THE STRICTEST CONFIDENCE THE NAMES OF
THE PARTIES WHOSE IDENTITY MAY BECOME KNOWN TO EACH OTHER THROUGHOUT
EITHER TENDERING OF DOCUMENTS OR THE ASSEMBLY OF DOCUMENTS FOR BANKING
OR GOVERNMENTS APPROVALS. THE PARTIES ALSO AGREE THAT THEY WILL NOT
DISCLOSE ANY DOCUMENT WITHOUT THE WRITTEN APPROVAL AND ACCEPTED
KNOWLEDGE TO DO SO, BY ALL THOSE DIRECTLY INVOLVED.
PARAGRAPH - EIGHTEEN: VALIDITY
18 - 1 THE VALIDITY OF THIS CONTRACT WILL COME INTO EFFECT FROM THE DATE OF THE
SIGNING IT BY ALL PARTIES AND THROUGH CONCLUSION OF EXECUTION OF TERMS AND
CONDITIONS. THIS CONTRACT HAS A DURATION OF
MONTHS FROM THE
MOMENT OF THE ACCEPTANCE OF THE FINANCIAL INSTRUMENT BY THE SELLER'S
BANK.
18 - 2 THIS DOCUMENT, AS AN ORIGINAL CONTRACT HAS BEEN ACCEPTED, DULY SIGNED, BY
THE BUYER AND THE SELLER THIS
DAY OF SEPTEMBER, 2000.
PARAGRAPH - NINETEEN: CONTRACT SIGNATURES
19 - 1 EACH OF THE PARTIES HEREBY REPRESENTS THAT IT HAS FULL AUTHORITY TO EXECUTE
THIS CONTRACT AND ACCORDINGLY EACH IS BOUND BY THE TERMS AND CONDITIONS
THEREOF. IN WITNESS HEREOF, THE PARTIES HERETO HAVE SET THEIR HAND
HEREUNDER AND BY SO DOING ACCEPT, APPROVE AND AGREE TO ALL THE COVENANTS,
TERMS AND CONDITIONS OF THIS CONTRACT.
FOR THE BUYER FOR THE SELLER
NAME: NAME:
SIGNED : ____________________ SIGNED : _______________________
COMPANY STAMP COMPANY STAMP
DATE :
.. , 2000.
ADDENDUM A - 1
ADDENDUM A : ESTIMATED DELIVERY PLAN
1 X 00.000/MT PORT OF DELIVERY TO BE ADVISED
THE BUYER : _______________________
DATE : _____________________
THE SELLER : _____________________
DATE : ___________________
Specifications of name product:
Packing : Bulk
Origin : Country of origine
Min Order : 00000 MT
Inspection : SGS at loading port at the Seller's expense
Performance Bond : 2% at the Seller's expense