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Draft Contract Sugar

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DRAFT SALES & PURCHASE AGREEMENT
ICUMSA 45 REFINED WHITE SUGAR
Dear Sir,
In response to your Letter of Intent, we hereby present to you our full corporate offer.
WE xxxxxxxxxxxx , AS THE END SELLERS, HEREBY DECLARE AND CONFIRM THAT WE ARE READY, WILLING AND ABLE TO SELL THE DESCRIBED COMMODITY, AS PER THE SPECIFICATIONS AND IN THE QUANTITY AND FOR THE PRICE AS SPECIFIED IN THE TERMS AND CONDITIONS AS HEREIN SET FORTH AND CONTINGENT UPON RECEIVING THE DOCUMENTS REQUIRED FOR AN IMMEDIATE TRANSACTION, THROUGH SIGNING A MUTUALLY AGREEABLE SALES AND PURCHASE CONTRACT.  
         
DATE OF ISSUE:
Monday, xxxxxxxxxxxx, 2022
        
EXPIRY DATE:
Friday, xxxxx, 2022
            
COMMODITY:
45 RBU ICUMSA (or other)
Attenuation Index Units Method #10-1978
        
MODE OF TRANSPORT:
By sea in bulk 50kg/PP bag or as specified by buyer
            
SPOT SHIPMENT OF QUANTITY:
(See shipment schedule at the end of this   Soft Corporate Offer)
        
TOTAL ANNUAL QUANTITY:
            
COUNTRY OF ORIGIN:
Brazil
        
TERMS OF DELIVERY:
CIF INCOTERMS 2020
            
PORT OF LOADING:
Any Brazil Port
        
PORT OF DESTINATION:
            
PRICE PER TON:
USD $ xxxxxxx  CIF
(xxxxxxxxxxxx s in the lawful   currency of the United States of America)
(Cost, Insurance, and Freight)

LETTER OF CREDIT or SBLC VALUE OF EACH   SHIPMENT:
  
MONTHLY SHIPMENT VALUE:
(Cost, Insurance, and Freight)
        
TOTAL CONTRACT VALUE:
          
CONTRACT PERIOD:
13 Months (1   Months and 1 Year)
        
THIRD PARTY INSPECTION:
SGS at Loading Port
(Société Générale de Surveillance) / (General Society   for Surveillance)
            
PAYMENT TERMS:
100% Documentary Letter of Credit / MT 700 or SBLC /   MT760
At Sight, Irrevocable, Transferable, Confirmed,   Revolving validity for Twelve (12) Months
        
DOCUMENTS:
1.          Ocean   Bill of Lading 3 Original and 1 Copy
2.          Commercial   Invoice 1 Original and 3 Copies
3.          Packing   List in 1 Original and 3 Copies
4.          Quality   Certificate issued by SGS
5.          Quantity   Certificate issued by SGS
 
*NOTE:
 
·         The price does not include the additional port and shipping charges for destinations not considered as safe ports.
 
·         The price does not include and additional charge that may be required to be paid for the discharge of the vessels due to customs duty, late release, demurrage, etc.….
 
 
ARTICLE 1: PRODUCT & GRADE
 
ICUMS 45 REFINED WHITE SUGAR
 
 
ARTICLE 2: MUTUAL AFFIRMATION
 
Upon consideration of the mutual agreements, promises, benefits, terms, and valuable consideration between and in the benefit of the seller and the buyer, have determined to enter into this sales and purchase contract which will follow this full corporate offer.
 
 
ARTICLE 3: WEIGHT & QUALITY INSPECTION
 
The seller guarantees that each shipment shall be provided with an inspection certificate of weight, quantity, and quality at time of loading and such certificate shall be provided by Société Générale de Surveillance (SGS) at seller’s expense and shall be deemed to be final.
 
 
ARTICLE 4: PRODUCT PRICE  
 
Unit Price:              USD xxxxx    per Metric Ton – Incoterms 2020 CIF
 
                              (Txxxxxxxxxxxxxxx     ,in the Lawful Currency of the United States of America, Per Metric Ton, CIF)
 
 
1.        In the case of market fluctuations on the price per metric ton, the parties may request a review and an adjustment of the price fixed by mutual agreement in the 11th or 12th month of the ongoing current contract should the buyer wish to extend and roll over this contract. The seller will negotiate a new price with the buyer and the final agreed price must be reflective in the rolled over contract for the ongoing agreed period.
 
2.        In the event that the new negotiated price is not agreeable, then this contract will be cancelled amicably without any
mutual penalty fees.
 
 
ARTICLE 5: PAYMENT TERMS
 
1.        Irrevocable, Transferable, Revolving, Confirmed Letter of Credit (LC), MT700 or SBLC, MT760 payable at Loading Port.
 
N.B. Shipment packing to be communicated by buyer. (50kg) N.B. price may vary depending on packaging requirements. The sugar will be packed in 50kg Bags Poly-Lined new jute bags. The bags shall be branded in indelible ink or paint in the English language bearing the marks: PRODUCT OF BRAZIL.
 
 
2.        The buyer agrees to send the bank payment instrument according to the payment terms of this Sales and Purchase Agreement (SPA).   
 
 
3.       The Seller shall issue a Performance Bond (PB) of 2% (ANNEX C) which will be issued within 10 days after the receipt of the Letter of Credit in 1 above and after the Seller’s Bank confirms the Documentary Letter of Credit DLC ((MT700) from the Buyer’s Bank is Operative. For SPOT Transactions a 2% performance Bond will NOT be issued.
 
     
 
4/5.        The Seller undertakes to deliver by DHL, for each departing vessel with goods, the original of full shipping documents to the Buyer’s indicated address, and this process will be for every vessel with goods along full period of goods delivery, every and each vessel shipping documents delivered to the buyer. The Buyer then undertakes to respond and send a letter with the company’s letter head name, signed and sealed confirming that documents have been received including name of vessel, (SGS) certificates, invoice, B/L, and all remaining original certificates.
 
 
6.        The Buyer agrees to pay the Commercial invoice by negotiating the DLC (MT700) via swift MT-103 upon presentation of the SGS Report prior to the loading of the product. The buyer hereby confirms that said funds are good clean, cleared unencumbered, legitimately earned and of non-criminal origin. Any material presentation by the buyer shall make this contract null and void, any changes made in the contract will make the contract null and void.
 
 
7.        All bank instruments will be governed and interpreted according to the legislations of the country of the issuing bank and issued according to the rules, regulations and practices established by the International Chamber of Commerce (ICC), & UCP-500 /600 URDG 758, Last Edition-201.
 
 
8.        The Seller at the request of the Buyer shall issue an invitation letter and arrange to invite the Buyer & Buyer’s Delegates to come and physically inspect the goods at the port of loading as per the specified (guidelines, processes and regulations instituted for visitors at the port of loading) and witness loading at the loading port in Brazil if the Buyer is inclined to do and so decides.
 
 
9.        N.B. Due to legal and confidential purposes, we do not provide historical data from other buyers, such as previous shipment invoices, Bills of Lading, shipper invoices, SGS reports, laboratory tests, Performance Certificates, Proof of Product (POP), contracts, etc., or any sample document that violates the rules of the ICC (International Chamber of Commerce) and may be plagiarized or falsified. We cannot disclose past performance or provide any copies of documents, certificates and the like. We and our counterparts, clients and customers, experienced problems with documents used illegally by Companies / Brokers operating in the international trade market. Proof of Product will be presented by Seller's bank to Buyer's bank at the time specified in the Procedures, considering the situation at that time. Please do not insist, as we understand that any communication that is not bank to bank is also of no value to us or to the buyer / client / customer. We respect our customers, but at the same time we expect them to follow certain rules to enable the system.
 
 
ARTICLE 6: CONTRACT PROCEDURES
 
 
1. The Buyer will issue a Letter of Intent (LOI) to the Seller.
 
2. The Seller shall provide a Sales and Purchase Agreement (SPA) to the Buyer, the Seller will send a draft of the Sales and
 
Purchase Agreement (SPA) to the Buyer and the Seller may modify and confirm all transaction conditions and terms in the
 
draft contract.
 
3. The Sales and Purchase Agreement will require it to be completed within the first 5 days of its issuance.
 
4. The Seller and the Buyer will sign a valid electronic contract online issued by the Seller.
 
5. The Seller shall provide the Buyer with the Seller’s company registration information, the information of the receiving bank.
 
6. Should the Buyer require a Proof of Product (POP) (SEE ANNEX D), the Buyer shall issue a MT799 from the Buyer’s bank to the Seller’s Bank as indicated in ARTICLE 25 below requesting a POP. The Seller in return will comply and provide the POP.
 
7. The Buyer will issue a Bank Confirmation Letter (BCL) in favor of the Seller, Proof of Funds (POF) in the form
 
of MT799 to the banking details as per the banking details of the Seller (see ARTICLE 25).
 
8. The Buyer shall issue an LC, MT700 within 5 days as per the Letter of Credit as annexed to this SPA with the above conditions to the Seller’s receiving bank as per the draft LC issued in the SPA. (See Annex A, Annex B, for the DRAFTS)
 
9. The Copy of the LC, MT700 shall be sent to the Suppliers Bank and the Supplier shall start to prepare and pack the goods as per the specified terms and conditions agreed to in the SPA.
 
10. Upon receipt of the LC, MT700 the supplier will release previous test reports, record of history delivery to China, other
 
supply certificates and AQSIQ number GAAC number (For those shipments destined for China and any other ports as indicated in this SPA if it be the case) of the Supplier preparing to ship.
 
 
11. As item 8 above is underway, the Seller shall issue a 2% Performance Bond (ANNEX C) to the nominated bank of the Buyer.  A 2% Performance Bond will NOT be issued on a Spot transaction.
 
12. The Supplier shall prepare the goods for shipment upon receipt of the LC. The supplier shall prepare the goods, book the vessel, and deliver the goods to the discharge port. The product will be ready for loading within a maximum period of 35 days.
 
13. Upon completion of the Bill of Lading and all other supporting documents as outlined in the, the Seller shall settle the LC with the issuing bank of the Buyer by way of Bank-to-Bank presentation, negotiation, and settlement based on international CIF settlement by MT103. All quality and quantity shall be subject to the SGS commodity inspection certificate of the third party at the charging (Loading Port) port.
 
14. Upon completion of the LC negotiation the initial issued LC will revolve, and the second shipment will be prepared (in the case of multiple shipments).
 
 



--------------------
1.        
 
 
2.        The Seller shall issue a Performance Bond (PB) of 2% (ANNEX C) which will be issued within 10 days after the receipt of the Letter of Credit in 1 above and after the Seller’s Bank confirms the Documentary Letter of Credit DLC ((MT700) from the Buyer’s Bank is Operative. For SPOT Transactions a 2% performance Bond will NOT be issued.
 
 
3.        
 
4.        The Seller undertakes to deliver by DHL, for each departing vessel with goods, the original of full shipping documents to the Buyer’s indicated address, and this process will be for every vessel with goods along full period of goods delivery, every and each vessel shipping documents delivered to the buyer. The Buyer then undertakes to respond and send a letter with the company’s letter head name, signed and sealed confirming that documents have been received including name of vessel, (SGS) certificates, invoice, B/L, and all remaining original certificates.
 
 
5.        The Buyer agrees to pay the Commercial invoice by negotiating the DLC (MT700) via swift MT-103 upon presentation of the SGS Report prior to the loading of the product. The buyer hereby confirms that said funds are good clean, cleared unencumbered, legitimately earned and of non-criminal origin. Any material presentation by the buyer shall make this contract null and void, any changes made in the contract will make the contract null and void.
 
 
6.        All bank instruments will be governed and interpreted according to the legislations of the country of the issuing bank and issued according to the rules, regulations and practices established by the International Chamber of Commerce (ICC), & UCP-500 /600 URDG 758, Last Edition-201.
 
 
7.        The Seller at the request of the Buyer shall issue an invitation letter and arrange to invite the Buyer & Buyer’s Delegates to come and physically inspect the goods at the port of loading as per the specified (guidelines, processes and regulations instituted for visitors at the port of loading) and witness loading at the loading port in Brazil if the Buyer is inclined to do and so decides.
 
 
8.        N.B. Due to legal and confidential purposes, we do not provide historical data from other buyers, such as previous shipment invoices, Bills of Lading, shipper invoices, SGS reports, laboratory tests, Performance Certificates, Proof of Product (POP), contracts, etc., or any sample document that violates the rules of the ICC (International Chamber of Commerce) and may be plagiarized or falsified. We cannot disclose past performance or provide any copies of documents, certificates and the like. We and our counterparts, clients and customers, experienced problems with documents used illegally by Companies / Brokers operating in the international trade market. Proof of Product will be presented by Seller's bank to Buyer's bank at the time specified in the Procedures, considering the situation at that time. Please do not insist, as we understand that any communication that is not bank to bank is also of no value to us or to the buyer / client / customer. We respect our customers, but at the same time we expect them to follow certain rules to enable the system.
 
 

ARTICLE 6:
CONTRACT PROCEDURES
 
 
1. The Buyer will issue a Letter of Intent (LOI) to the Seller.
 
2. The Seller shall provide a Sales and Purchase Agreement (SPA) to the Buyer, the Seller will send a draft of the Sales and
 
Purchase Agreement (SPA) to the Buyer and the Seller may modify and confirm all transaction conditions and terms in the
 
draft contract.
 
3. The Sales and Purchase Agreement will require it to be completed within the first 5 days of its issuance.
 
4. The Seller and the Buyer will sign a valid electronic contract online issued by the Seller.
 
5. The Seller shall provide the Buyer with the Seller’s company registration information, the information of the receiving bank.
 
6. Should the Buyer require a Proof of Product (POP) (SEE ANNEX D), the Buyer shall issue a MT799 from the Buyer’s bank to the Seller’s Bank as indicated in ARTICLE 25 below requesting a POP. The Seller in return will comply and provide the POP.
 
7. The Buyer will issue a Bank Confirmation Letter (BCL) in favor of the Seller, Proof of Funds (POF) in the form
 
of MT799 to the banking details as per the banking details of the Seller (see ARTICLE 25).
 
8. The Buyer shall issue an LC, MT700 within 5 days as per the Letter of Credit as annexed to this SPA with the above conditions to the Seller’s receiving bank as per the draft LC issued in the SPA. (See Annex A, Annex B, for the DRAFTS)
 
9. The Copy of the LC, MT700 shall be sent to the Suppliers Bank and the Supplier shall start to prepare and pack the goods as per the specified terms and conditions agreed to in the SPA.
 
10. Upon receipt of the LC, MT700 the supplier will release previous test reports, record of history delivery to China, other
 
supply certificates and AQSIQ number GAAC number (For those shipments destined for China and any other ports as indicated in this SPA if it be the case) of the Supplier preparing to ship.
 
 
11. As item 8 above is underway, the Seller shall issue a 2% Performance Bond (ANNEX C) to the nominated bank of the Buyer.  A 2% Performance Bond will NOT be issued on a Spot transaction.
 
12. The Supplier shall prepare the goods for shipment upon receipt of the LC. The supplier shall prepare the goods, book the vessel, and deliver the goods to the discharge port. The product will be ready for loading within a maximum period of 35 days.
 
13. Upon completion of the Bill of Lading and all other supporting documents as outlined in the, the Seller shall settle the LC with the issuing bank of the Buyer by way of Bank-to-Bank presentation, negotiation, and settlement based on international CIF settlement by MT103. All quality and quantity shall be subject to the SGS commodity inspection certificate of the third party at the charging (Loading Port) port.
 
14. Upon completion of the LC negotiation the initial issued LC will revolve, and the second shipment will be prepared (in the case of multiple shipments).
 
 
ARTICLE 7: PRODUCT INSURANCE
 
The Seller, at their expenses, shall buy an insurance schedule for 110% of the value of the CIF invoice by base of shipping. An
internationally enforced marine insurance company will issue the insurance policy. The insurance policy shall be issued on behalf of the buyer or its designated / final user.
 
 
ARTICLE 8: DOCUMENTATION PRESENTED FOR PAYMENT
 
A full set of the following documents needs to be issued for payment. One original and three copies:
 
1.        Ocean Bill of Lading (BOL) marked “Freight Prepaid” and clean on board.
 
2.        Commercial Invoice (each signed in original and stamped by Seller) showing the commodity name, Standby Letter of Credit (SBLC) / prime bank guarantee number, BL number and date, quantity loaded, invoice value and loading port.
 
3.        Inspection certificate of Weight and Quality, Quantity and packing issued by Société Générale de Surveillance (SGS) at port of loading showing type, quality and quantity packed and shipped.
 
4.        Certificate of Origin.
 
5.        Insurance Certificate covering 110% of the total invoice value.
 
6.        Fumigation Certificate issued by Brazil Fumigation Company.
 
7.        Phytosanitary Certificate indicating that the goods are of a quality adapted for human consumption issued by SGS or equivalent.
 
8.        Packing List showing Gross/Net weight and number on ocean bill of lading.
 
9.        Certificate confirming that copies of all shipping documents were sent to Buyer’s bank and to the Buyers Office, and the hard copies have been sent by (DHL) or similar.
 
10.     Partial shipments allowed in the total transaction.
 
11.     Shipping documents presented within 21 days after the date of the Bill of Lading but within letter of credit validity are acceptable.
 
12.     Seller will nominate ship minimum 5 days before ETA for loading.
 
13.     Buyer to nominate ship agent at discharge port before ETA for loading.
 
14.     5% (Five Percent) tolerance in Quantity and Weight and amount are acceptable.
 
 

ARTICLE 9:
TERMS OF DELIVERY
 
1.        The Seller will advise buyer of the name of the ship and/or substitute ship, the flag of the ship and the ship position no later than 12 days prior to the ship arrival at the port of loading.
 
2.        The Seller is responsible for all supervision, fees and/or levies at the port of loading.
 
3.        Within three business days from the completion of loading, the Sellers agent shall email, telex, fax or cable the Buyer and inform it of the ship sailing date and the expected time of arrival at the port of destination. The Seller will provide Buyer with ship name, ship capacity, number of hatches, number of cargo and particulars of the ship readiness to effect operations through all hatches and at completion of loading the quantity loaded per chamber and the quantity shipped.
 
4.        The Seller will choose the shipping line agent.
 
 

ARTICLE 10:
SHIP DISCHARGE  
 
1.        The ship master is to advise the buyer’s agent at port of discharge the ship name, date of arrival, ship capacity, number of hatches/numbers of cargo chambers, quantity loaded per cargo chamber and the particulars of the ship readiness to effect cargo operations through all hatches. 1.        
 
 
2.        It is agreed that the ship master and buyer’s shipping agent settle demurrage within 5 days from the receipt of the ship master invoice.
 
3.        Should the ship be required to shift from one berth to another port of discharge, then the time used shifting shall be for buyer’s account.
 
4.        In the event lighter age is required at the port of discharge, said expenses are for the Buyer’s account.
 
5.        All port of loading charges is for the account of the Seller and all port of discharge charges are for the account of the Buyer.
 
 

ARTICLE 11:
DEMURRAGE
 
1.        Demurrage at the loading port, is on the account of the Seller. At the discharging port, it is on Buyer’s account.
 
2.        The demurrage shall be determined by ship master’s invoice and a reasonable amount of time shall be deemed as (5) five international banking days.
 
3.        All parties shall agree on the amount that they will bear and shall be paid pro-rata.
 
4.        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 ship traffic or to impede scheduled deliveries.
 
5.        seller in no way is responsible for discharge port capabilities or facilities requested by buyer.

 
ARTICLE 11: DEMURRAGE
 
1.        Demurrage at the loading port, is on the account of the Seller. At the discharging port, it is on Buyer’s account.
 
2.        The demurrage shall be determined by ship master’s invoice and a reasonable amount of time shall be deemed as (5) five international banking days.
 
3.        All parties shall agree on the amount that they will bear and shall be paid pro-rata.
 
4.        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 ship traffic or to impede scheduled deliveries.
 
5.        seller in no way is responsible for discharge port capabilities or facilities requested by buyer.
 
 

ARTICLE 12:
TERMS OF SHIPMENT “INCOTERMS 2020”  
 
1.        The Seller shall ship the goods within the time stipulated in schedule given and agreed upon by buyer and seller in this contract or the final sales and purchase agreement.
 
2.        The Buyer will not be responsible for the terms of the charter party, which deviate from the terms of this contract unless different terms have previously been agreed upon in writing between the Buyer and the Seller.
 
3.        The ship chartered by the Seller shall be suitable and seaworthy and shall be in good condition and shall not exceed 20 years of age.
 
4.        The carrying ship chartered by the Seller shall sail and arrive at the port of destination within the normal reasonable period.
 
5.        If the ship suffers any accident or mechanical problem on route, the Seller shall in a timely manner advise the Buyer of the problem and present immediate claim to the insurance to cover damage caused by the delay.
 
 

ARTICLE 13:
IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES
 
1.        All taxes or levies imposed by the country of destination having any effect on this contract are on the Buyer’s account and his sole responsibility. Buyer must have proof of payment or import permissions and permits in writing, by the international chamber of commerce or ministry of trade of commodity receiving port and copies sent to the Seller.
 
2.        The Buyer bears the sole responsibility of securing all permits, permissions and licenses or any other documents required by the government of the importing nation.
 
3.        The Seller shall bear no responsibility to provide such documentation. The Buyer will bear all costs associated with securing such documents and will also bear all costs and penalties if such documents are not secured.
 
4.        In no case shall the Seller be held liable for missing or improper documentation the buyer is required to provide. All shipping documents are to be based on incoterms 2020.
 
 

ARTICLE 14:
FORCE MAJEURE
 
1.        Neither contracting parties will answer for the miscarrying out in due time and / or for the improper total or partial performance of either obligation they may have based on this present contract, if the miscarrying or improper performance were caused by force majeure, as established by law.
 
2.        The party that invokes force majeure outside of natural causes, earthquake, storms or fire through unforeseen acts or declaration of war, civil war, military action, government emergency actions, stop order or strike is obligated to let the other party know about it in a minimum period of five (5) days of such event. Conditions permitting and takes all the possible measures in order to limit consequences.
 
3.        If in a period of 15 days since the event takes place and does not cease, the parties have the right to ask for reasonable compensation.
 
 

ARTICLE 15:
NON-CIRCUMVENTION AND NON-DISCLOSURE
 
1.        The parties accept and agree to the provisions of the international chamber of commerce, Paris - France for Non-Circumvention and Non-Disclosure with regards to all and every one of the parties involved in this transaction and contract, inclusive of all additions, renewals, and third-party assignments, with full reciprocation for a period of five (5) years from the date of execution of this contract with additional two (2) years automatic rollovers and renewals at the close of each transaction, extension or exchange of information.     
 
2.        This clause is extensive to all subsidiaries and or affiliated companies as well as intermediary companies, and agents acting as brokers.  The parties agree that any information of buyer and seller contained in this agreement shall be held in the strictest confidence.
 
 

ARTICLE 16:
VARIATION AND INDULGENCE
 
1.        No waiver by a party of any breach, failure, or default in performance by the other parties and no failure, refusal, or neglect by a party to exercise any right hereunder or to insist upon strict compliance with or the performance of the other party’s obligations under this contract, shall constitute a waiver of the provisions of this contract, unless agreed in writing and signed by both buyer and seller.
 
 

ARTICLE 17:
MISCELLANEOUS
 
1.        All documentation related to this contract or referred by this contract shall be in the English language.
 
2.        Any documents generated by the country of origin in any language other than English shall be accompanied by proper English language translation.
 
3.        This contract may be assigned with written notification to the buyer.  
 
4.        The Seller and Buyer, reserve the right to further assign this contract to an affiliate partner(s) and holding companies at their discretion, should the need arise, to insure full and complete performance of its obligations as the Seller and the Buyer under this contract provided that notification of the assignment is given to the other party.
 
 

ARTICLE 18:
MEDIATION AND ARBITRATION
 
1.        Any dispute or difference arising out of or relating to this agreement, or in connection with the present contract and/or future contracts shall be finally settled under the rules of arbitration of the “International Chamber of Commerce (ICC)”.
 
2.        One or more “Arbitrators” appointed in accordance with the said rules, arbitration forum should be the (USCIB) United States Council for International Business, as competent, renouncing any other jurisdiction for arbitration purposes.  It must be known that furthermore every award shall be binding and enforceable under the United Nations conference on international commercial arbitration convention on the recognition and enforcement of foreign arbitral awards.
 
3.        By submitting the dispute to arbitration under these rules, “The Parties” undertake to carry out any award immediately and shall be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made.
 
4.        Each of “the parties” subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached.
 
 

ARTICLE 19:
GOVERNING LAW
 
This agreement shall be governed and interpreted in accordance with the United Nation Convention for the sale of goods (CIGS, UNCITRAL).
 
 

ARTICLE 20:
CAPTIONS
 
The captions used in connection with the articles of this contract are inserted only for the purpose of reference. Such captions shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of any provisions or any part thereof; nor shall such captions otherwise be given any legal effect.
 
 

ARTICLE 21:
ENTIRE AGREEMENT  
 
1.        This contract expresses the entire understanding and agreement between the Seller and Buyer and replaces and supersedes any and all previous arrangements, understandings, representations, either oral or written, including the ICPO and all other documents previous to this contract and regarding the subject matter hereof.
 
2.        Important Note:  if the Buyer does not provide an official response through a confirmed ICPO with complete bank coordinates and authorization to conduct a soft probe via bank to bank, please, does not ask for additional / official documentation. This offer to sell is valid for five (5) international banking days from the date of issue.  
 
 

ARTICLE 22:
ENTIRE AGREEMENT  
 
This SPA expresses the current understanding and agreement between the Seller and the Buyer and replaces and supersedes any and all previous arrangements, understandings, representations, either oral or written, including the ICPO and all other documents previous to this full corporate offer and regarding the subject matter hereof.
 
 
ARTICLE 23: SHIPPING SCHEDULE (ETD: Estimated Time of Departure from Brazil)
Shipment 1
Shipment 2:    
Shipment 3:
Shipment 4:
Shipment 5:  
Shipment 6:
Shipment 7:
Shipment 8:     
Shipment 9:
Shipment 10:
Shipment 11:
Shipment 12:
Shipment 13:
Shipment 14:


ARTICLE 23: SPECIFICATIONS
 
COMMODITY: White Refined Sugar
     
ICUMSA: 45 RBU ICUMSA Attenuation index units Methods  #10-1978
     
ORIGIN: Brazil
     
ASH CONTENT: 0.04% Maximum by Weight
     
POLARIZATION: 99.8° Minimum
     
MOISTURE: 0.04% Maximum by Weight
     
MAGNETIC PARTICLES: Mg/kg 4
     
SOLUBILITY: 100% Dry & Free Flowing
     
GRANULATION: Fine Standard
     
MAX AS: 2 P.P.M.
     
MAX OS: 2 P.P.M.
     
MAX CU: 3 P.P.M.
     
COLOUR: Sparkling White
     
SEDIMENTS: None
     
So2: Mg/kg 20
     
REDUCING SUGAR: 0.010% maximum in dry mass
     
RADIATION: Normal w/o presence of cesium or iodine SO2:  Certified
     
CESIUM / IODINE SO2: Certified
     
SUBSTANCE: Solid, crystal
     
SMELL: Free from any smell
     
Hpn Staph Aureus: Per 1 gram-nil
     
MICROBIOLOGICAL: Pathogenic bacteriaincluding limits salmonella per 1  gram-nil, bacillus per 1 gram-nil
     
PESTICIDE TRACES: Maximum mg/kg basis – DDT 0.005-photocin 0.01  hexachloran-gamma
     
CROP: Recent crop
     
1.         Phytosanitary  certificate of no radiation, no virus, no insect parts, no rodent excrement,  no husks and no poisonous matter.
 
2.         Product  is suitable for human consumption
 
3.         Latest  sugar crop should be extracted from sound, unfermented and undecayed sugar  cane sugar
 
4.         Should  be clean from any foreign matter
 
5.         Taste  to odor and have the sweet taste characteristic of white sugar whether dry or  in solution
SELLER BANKING DETAILS
Bank Name:
Bank Branch:                        
Branch Address:                  
Account Name:                   
Account Number:               
SWIFT Code


FOR AND BEHALF OF THE SELLER:
               
                 PRESIDENT
BUYER BANKING DETAILS
Bank Name:                         
Bank Branch:                        
Branch Address:
Account Name:                   
Account Number:               
SWIFT Code:


FOR AND BEHALF OF THE BUYER:   
               
      THE CHAIRMAN AND CEO
 
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