Sugar Draft CIF Agreement Template

TRANSACTION CODE:
DATE OF ISSUE:
DATE OF EXPIRATION:

AGREEMENT BETWEEN

SELLER

COMPANY :
ADDRESS :
CITY/STATE :
COUNTRY :
TELEPHONE :
FACSIMILE :
E-MAIL :
REPRESENTED BY :

AND

BUYER

COMPANY :
ADDRESS :
CITY/STATE :
COUNTRY :
TELEPHONE :
FACSIMILE :
MOBILE :
E-MAIL :
REPRESENTED BY :

WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND

WHEREAS: THE SELLER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO DELIVER150,000 MT (ONE HUNDRED FIFTY THOUSAND METRIC TONS)(+/-5%) OF WHITE REFINED SUGAR, COST, INSURANCE, FREIGHT (C.I.F.), DELIVERYACCORDING TO APPENDIX A, SHIPPING SCHEDULE, INCOTERMS 2010, AND;

WHEREAS: THE BUYER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM CONTRACT TO PURCHASE.150,000 MT (ONE HUNDRED FIFTY THOUSAND METRIC TONS) (+/-5%) OF WHITE REFINED SUGAR, COST, INSURANCE, FREIGHT(C.I.F.), DELIVERY ACCORDING TO APPENDIX A, SHIPPING SCHEDULE, INCOTERMS 2010, AND;

WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS, IT IS THEREFORE AGREED AS FOLLOWS:

1. PRODUCT ICUMSA 45 RBU

WHITE REFINED SUGAR – SHALL CONFORM WITH THE FOLLOWING SPECIFICATIONS AND/OR INTERNATIONAL STANDARD SPECIFICATIONS, FIT FOR HUMAN CONSUMPTION

Icumsa : 45 RBU
Polarization : at 20°: 99.80% Min
Moisture : 00.04 % Max
Sulphated Ash content : 00.04 % Max
SO2 : 20 PPM
Granulation : Fine
Solubility : 100% Dry and Free Flowing
Radiation : Normal CERTIFIED
Color : CRYSTAL White
Sediments : None
Smell : Free of any UNUSUAL OR ABNORMAL smell
Crop : CURRENT AVAILABLE
MAGNETIC PARTICLES : MG/K4 SO MG/K 20

2. ORIGIN

THE ORIGIN OF THE SUGAR ICUMSA 45 SHALL BE BRAZIL, SOUTH AMERICA

3. DESTINATION / PRODUCT DISCHARGE

DELIVERY SHALL BE C.I.F. – (…); ACCORDING TO APPENDIX A, SCHEDULE OF DELIVERIES. THE BASIS OF DELIVERY FOR ALLTHE SHIPMENTS SHALL BE (…) MT (… METRIC TONS) (+/-5%) PER VESSEL WITH MINIMUM (…) MT (…) PER MONTH AND SHIPMENT SHALL BEGIN WITHINTHIRTY TO FORTY FIVE (30-45) DAYS AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND COMPLETED WITHIN THE STATED TIME. MINIMUM DISCHARGE RATE IS TWELVE HUNDRED (1,200) MT PER WEATHER WORKING DAY (WWD).

4. PRODUCT DELIVERY

THE DATE(S) OF BILL OF LADING SHALL BE CONSIDERED THE DATE(S) OF DELIVERY. THE FIRST DELIVERY SHALL BEGIN WITHIN 30 TO 45(THIRTY TO FORTY-FIVE)DAYS AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER. MINIMUM IS SUBJECT TO SLIGHT AND REASONABLE VARIATIONS IN SCHEDULES DUE TO THE CUSTOMARY AND USUAL EXIGENCIES.

CONSECUTIVE SHIPMENTS SHALL BE SHIPPED BY DELIVERING AND RECEIVING SCHEDULE OF BUYER, SENT TO THE SELLER AFTER THE FIRST SHIPMENT HAS LEFT THE PORT AS INDICATED BY THE SGS CERTIFICATE.

INCOTERMS 2010 – CIF (SEE ARTICLE 26: TERMS AND DEFINITIONS).

5. CONTRACTED QUANTITY

THE TOTAL QUANTITY OF THE CONTRACT SHALL BE (…) MT (… METRIC TONS) (+/-5%) WHITE CANE SUGAR, ICUMSA 45, OVER A PERIOD OF (…) YEAR(S) WITH (…) SHIPMENTS OF (…) MT (… METRIC TONS) (+/-5%).

6. PRODUCT WEIGHT AND QUALITY

THE SELLER GUARANTEES THAT EACH SHIPMENT OF WHITE REFINED SUGAR SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE OF WEIGHT AND QUALITY AT TIME OF LOADING AND SUCH CERTIFICATE SHALL BE PROVIDED BY SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE (SGS) OR SIMILAR RECOGNIZED AUTHORITY AT SELLER’S EXPENSE, AND SHALL BE DEEMED TO BE FINAL. THE SELLER SHALL INSTRUCT SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) RULES. THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT PORT OF LOADING TO CONFIRM LOADING. IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO THE INSPECTION CERTIFICATE (S) ISSUED AT THE PORT OF LOADING AND DESTINATION, IT IS HEREBY AGREED THAT ARBITRATION SHALL BE EMPLOYED TO DETERMINE THE APPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER.

7. QUANTITY

(…) MT (… METRIC TONS) (+/-5%) (…) YEAR(S) TERM.

8. PACKING

FIFTY (50) KG BAGS / SEAWORTHY / NEW POLYPROPYLENE (PP) WITH POLYETHYLENE (PE) LINER WITH TWO (2%) PERCENT EXTRA BAGS

9. PRICE PER METRIC TON

US $ (…) (… UNITED STATES DOLLARS) PER METRIC TON C.I.F. / INCOTERMS 2010; (C.I.F. PORTS AS PER APPENDIX A, SHIPPING SCHEDULE) THIS PRICE QUOTE IS FOR A (…) YEAR(S) TERM.

10. CONTRACT AMOUNT

US $ (…) (… UNITED STATES DOLLARS) FOR (…) MT (… METRIC TONS) (+/- 5%) OF REFINED SUGAR DELIVERED OVER (…) YEAR(S).

11. PAYMENT TERMS

IN ORDER TO BOTH SECURE THE SHIPMENTS AND TO SECURE THE PRICE THROUGHOUT THE LIFE OF THE CONTRACT, THE BUYER SHALL ISSUE AN IRREVOCABLE, UNCONDITIONAL, CONFIRMED, OPEN AND UNRESTRICTED, NON-TRANSFERABLE AUTO REVOLVING DOCUMENTARY LETTER OF CREDIT FOR US $ (…) (… UNITED STATES DOLLARS) TO COVER THE FIRST MONTH QUANTITY AGREED FOR THE FIRST MONTH SHIPMENT VALUE OF SUPPLIES OF THE CONTRACT PRIOR TO FIRST SHIPMENT. ALL REMAINING PAYMENTS THERE AFTER WILL BE COVERED BY THE SAME INSTRUMENTWHICH WILL AUTO-REVOLVE EVERY MONTH FOR THE LIFE OF THE CONTRACT FOR EACH MONTHLY SHIPMENT.

THE TOTAL VALUE OF THE INITIAL BANK INSTRUMENTWILL BE TO THE VALUE OF NOT LESS THAN US $ (…) (… UNITED STATES DOLLARS).

12. PRODUCT DOCUMENTATION PER LIFT

A. THREE SETS OF THREE (3/3) OF BILL OF LADING, “CLEAN ON BOARD” AND MARKED “FREIGHT PREPAID” (THREE [3] ORIGINALS + THREE [3] COPIES).
B. CERTIFICATE OF WEIGHT, QUANTITY AND QUALITY ISSUED BY SGS OR COMPATIBLE AUTHORITY.
C. CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE OF THE COUNTRY OF ORIGIN.
D. SIGNED COMMERCIAL INVOICES IN THREE (3) ORIGINALS AND TWO (2) PHOTOCOPIES, INDICATING CONTRACT NUMBER, DESCRIPTION OF THE GOODS, UNIT PRICE AND TOTAL VALUE, GROSS/NET WEIGHT, AND SHIPPING TERMS (CIF), OCEAN BILL OF LADING NUMBER.
E. PACKING LIST OF SHIPMENT QUANTITY (+/-5%).
F. SHIPPING COMPANY STATEMENT CONFIRMING THAT IN ONE (1) ORIGINAL AND THREE (3) COPIES:
COPY OF THE BILL OF LADING, PHYTOSANITARY CERTIFICATE, AND CERTIFICATE OF ORIGIN WERE DELIVERED TO THE CARE OF THE VESSEL MASTER, AND THE VESSEL AGE IS NOT ABOVE TWENTY (20) YEARS (OR SELLER WILL BEAR THE INSURANCE PREMIUM FOR EXCESS COVERAGE COSTS) AND MUST BE CLASSIFIED 100 A-1 WITH LLOYD’S REGISTER OR BE OF EQUIVALENT CLASSIFICATION AND ENTERED WITH PROTECTION AND INDEMNITY CLUB ALL DOCUMENTS LISTED IN SHALL BE DELIVERED VIA BANK COURIER FROM THE SELLER’S BANK TO THE BUYER’S BANK. ALL DOCUMENTS LISTED, AFTER RECEIPT BY THE SELLER’S BANK, SHALL REMAIN IN THE SECURITY OF THE BANKING SYSTEM, AND WITHOUT EXCEPTION SHALL NOT BE DELIVERED TO ANY OUTSIDE PARTIES. EXCEPTING THE SELLER’S INVOICE, THIRD PARTY DOCUMENTS ARE ACCEPTABLE TO BOTH PARTIES.
G. PHYTOSANITARY CERTIFICATE ISSUED BY SGS OR ISSUED AND ENDORSED BY THE LOCAL AUTHORIZED GOVERNMENT AGENCY. ONE (1) ORIGINAL AND TWO (2) COPIES.
H. CERTIFICATE OF RADIATION LEVEL ISSUED OR CERTIFIED BY SGS DECLARING THE PRODUCT RADIATION LEVEL AS NORMAL, ONE (1) ORIGINAL, ANDONE (1) COPY.
I. STOWAGE PLAN IN THREE (3) COPIES.
EACH OF THE ABOVE DOCUMENTS SHALL HAVE ONE (1) ORIGINAL SET AND THREE (3) NON-NEGOTIABLE SETS TO BE SENT TO THE BUYER BY FIRST CLASS COURIER SERVICE.

13. DEMURRAGE

AT THE LOADING PORT IS ON SELLER’S ACCOUNT.
AT THE DISCHARGING PORT IS ON BUYER’S ACCOUNT.

14. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES

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 ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND COPY SENT TO SELLER AND;
BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LICENSES OR ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION. SELLER WILL BEAR NO RESPONSIBILITY TO PROVIDE SUCH DOCUMENTATION. BUYER WILL BEAR ALL COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTS AND PENALTIES IF SUCH DOCUMENTS ARE NOT SECURED AND;
IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER IS REQUIRED TO PROVIDE. SHIPPING BASED ON INCOTERMS 2010.

15. FORCE MAJEURE

NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY. THE PARTIES DO HEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA, SWITZERLAND, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.

16. DISPUTES AND ARBITRATION

THE PARTIES HEREBY AGREE TO SETTLE ALL DISPUTES AMICABLY. IF SETTLEMENT IS NOT REACHED, THE DISPUTE IN QUESTION SHALL BE SUBMITTED AND SETTLED BY ARBITRATION AT THE ARBITRATION ASSOCIATION CHAMBERS, LONDON ENGLAND, BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES.

17. AUTHORITY TO EXECUTE THIS CONTRACT

THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.

18. EXECUTION OF THIS CONTRACT

THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO (2) OR MORE COUNTERPARTS VIA TELEX OR FACSIMILE TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING.

19. GOVERNING LAW

THIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATION CONVENTION FOR THE SALE OF GOODS (U.N. CONVENTION). IN 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; A REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE FIVE (5) DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE COURTS OF THE EUROPEAN UNION, WHICH SHALL APPLY TO ICC RULES AND REGULATIONS.

20. LANGUAGE USED

ENGLISH LANGUAGE SHALL BE USED FOR ALL DOCUMENTS AND SERVICE PERTAINING TO THIS CONTRACT.

21. ASSIGNMENT

THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, WITH PRIOR WRITTEN PERMISSION OF THE OTHER PARTY.

22. NON-CIRCUMVENTION AND NON-DISCLOSURE

THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA, SWITZERLAND FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL AND EVERYONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND CONTRACT, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF EXECUTION OF THIS CONTRACT.

23. PROCEDURES

1. SELLER ISSUES A DRAFT CONTRACT IN FAVOR OF THE BUYER.
2. BUYER RETURNS THE DRAFT CONTRACT VIA EMAIL WITH SIGNATURE OR INDICATION OF ACCEPTANCE.
3. SELLER ISSUES FINAL CONTRACT VIA E-MAIL.
4. BUYER RETURNS EXECUTED CONTRACT VIA E-MAIL.
5. WITHIN TEN (10) INTERNATIONAL BANKING DAYS, THE BUYER’S BANK SHALL ISSUE A NON-OPERATIVE, NON-TRANSFERABLE AUTO REVOLVING DOCUMENTARY LETTER OF CREDIT ACCEPTABLE TO SELLER FOR US $ (…) (… UNITED STATES DOLLARS) TO COVER THE FIRST MONTH QUANTITY AGREED FOR THE FIRST MONTH SHIPMENT VALUE OF SUPPLIES OF THE CONTRACT PRIOR TO FIRST SHIPMENT. ALL REMAINING PAYMENTS THERE AFTER WILL BE MADE EVERY MONTH FOR THE LIFE OF THE CONTRACT FOR EACH MONTHLY SHIPMENT.
6. WITHIN 5 DAYS OF SELLER’S BANK ADVISING RECEIPT OF THE AUTO REVOLVING DOCUMENTARY LETTER OF CREDIT,SELLER PROVIDES 2% PERFORMANCE BONDON BANK TO BANK BASISTO ACTIVATE THE PAYMENT INSTRUMENT AND MAKE IT OPERATIVE.
7. SELLER PROVIDES WAREHOUSE RECEIPTS AS PROOF OF PRODUCT.
8. SHIPMENTS COMMENCE AS PER AGREEMENT BETWEEN BUYER AND SELLER.
FINANCIAL INSTRUMENTS AS PER UCP 600 CODE AND ANY REVISIONS AS SET BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC). ANY DEVIATION FROM THE ABOVE PAYMENT TERMS IS SUBJECT TO ACCEPTANCE BY THE SELLER. THE BUYER CAN CLAIM NO RESPONSIBILITY IN THE EVENT THAT ACCEPTANCE OF THE FINANCIAL INSTRUMENT IS REFUSED.

24. NOTE

IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, AND THE ENFORCEABLE OF THE REMINDER OF THIS AGREEMENT SHALL BE IN FORCE, AS SUCH PROVISION WAS NOT PART THEREOF.

25. CONTRACT TERM

ONE YEAR.

26. TERMS AND DEFINITIONS

ALTERNATE CORPORATE BANK ACCOUNTS – DUE TO THE DIFFERENT BANKING REGULATIONS AND PRACTICES AROUND THE WORLD VARIOUS BANKING INSTRUMENTS ARE ACCEPTED BY SOME BANKS IN SOME COUNTRIES AND NOT ACCEPTED BY OTHERS. DEPENDING ON THE FINANCIAL INSTRUMENT FINALLY ISSUED BY THE BUYER TO THE SELLER IT MAY BE NECESSARY FOR THE SELLER TO USE A BANK OTHER THAN THAT INITIALLY DESIGNATED BY SELLER TO FACILITATE THE TRANSACTION.
DRAFT CONTRACT – THIS IS THE INITIAL CONTRACT IN WHICH SELLER LISTS THE ENTIRE INITIAL POINTS OF UNDERSTANDING AND TERMS AND CONDITIONS. ANY PROPOSED CHANGES THAT MAY BE DESIRED CAN BE INSERTED INTO THIS DOCUMENT FOR REVIEW BY EITHER THE BUYER OR SELLER INITIALLING, SIGNING AND SEALING. THE DRAFT CONTRACT ONLY DENOTES THE INITIAL UNDERSTANDING OF THE TERMS AND CONDITIONS AND IS NOT CONSIDERED BINDING UNTIL ALL TERMS AND CONDITIONS ARE AGREED TO AND THE FINAL SALES AND PURCHASE CONTRACT IS ISSUED.
FINAL SALES AND PURCHASE CONTRACT – THIS DOCUMENT WILL BE ISSUED UPON BUYER’S AND SELLER’S FINAL AGREEMENT OF THE TERMS AND CONDITIONS OF THE FINAL CONTRACT. BY INITIALLING, SIGNING AND SEALING THIS DOCUMENT BOTH PARTIES STATE WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFIL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED.
ICC (INTERNATIONAL CHAMBER OF COMMERCE) – https://iccwbo.org/
INCOTERMS 2010 – INCOTERMS ARE STANDARD TRADE DEFINITIONS MOST COMMONLY USED IN INTERNATIONAL SALES CONTRACTS – https://iccwbo.org/
NON USA SANCTIONED PORT – PORTS AND COUNTRIES THAT THE US GOVERNMENT HAS NOT PLACED TRADE RESTRICTIONS AGAINST FOR US CITIZENS AND COMPANIES. A LIST OF COUNTRIES THE US GOVERNMENT HAS PLACED TRADE RESTRICTIONS ON IS FOUND AT THIS WEB SITE: https://home.treasury.gov/
SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE (SGS) – INSPECTION SERVICES/ INSPECTS AND VERIFIES THE QUANTITY, WEIGHT AND QUALITY OF TRADED GOODS. INSPECTION TYPICALLY TAKES PLACE AT TRANSHIPMENT.
“WEATHER WORKING DAY” (WWD) OR “WEATHER WORKING DAY OF 24 HOURS” OR “WEATHER WORKING DAY OF 24 CONSECUTIVE HOURS” – SHALL MEAN A WORKING DAY OF 24 CONSECUTIVE HOURS EXCEPT FOR ANY TIME WHEN WEATHER PREVENTS THE LOADING OR DISCHARGING OF THE VESSEL OR WOULD HAVE PREVENTED IT, HAD WORK BEEN IN PROGRESS.
IF ANY PARTY TO THIS AGREEMENT SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR THE BUYER, SUCH CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE AGREEMENT AND SHALL AT THE OPTION OF THE BUYER OR THE SELLER, CONSTITUTE VALID REASON TO TERMINATE THIS AGREEMENT. THE INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS IN THIS TRANSACTION BY THE INJURED PARTY WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY AT THE INTERNATIONAL CHAMBER OF COMMERCE AT PARIS, FRANCE TO RECOVER THEIR LOSSES.
THE BUYER AGREES TO SEND THE BANK PAYMENT INSTRUMENTACCORDING TO THE PAYMENT TERMS IN CLAUSE 11 OF THIS CONTRACT.
BUYER HEREBY CONFIRMS THAT SAID FUNDS ARE GOOD CLEAN, CLEARED UNENCUMBERED, LEGITIMATELY EARNED AND OF NON CRIMINAL ORIGIN.
ANY MATERIAL MISREPRESENTATION BY THE BUYER SHALL MAKE THIS CONTRACT NULL AND VOID. ANY CHANGES MADE IN THE CONTRACT THAT ARE NOT INITIALLED WILL MAKE THE CONTRACT NULL AND VOID.

27. LIQUIDATED DAMAGES

AFTER BUYER AND SELLER HAVE SIGNED AND SEALED THE FINAL CONTRACT, BOTH PARTIES ACCEPT THE OBLIGATIONS OF COMPLETING THE CONTRACT CLAUSES AND PROCEDURES DESCRIBED HEREIN:
1. IN THE EVENT THAT THE BUYER OR SELLER FAIL TO FULFILL ITS OBLIGATIONS (THE BREACHING PARTY), THE OTHER PARTY MAYBE CONSIDERED A VICTIM OF NON-COMPLIANCE (THE INJURED PARTY). IN THIS CASE THE INJURED PARTY MAY OBTAIN COMPENSATION FROM THE BREACHING PARTY TO MITIGATE LOSSES RESULTING FROM SUCH FAILURE IN THE AMOUNT EQUAL TO 5% (FIVE PERCENT) OF THE TOTAL CONTRACT AMOUNT PAYABLE BY T/T (TELEGRAPHIC BANK TRANSFER) TO THE ACCOUNT OF THE INJURED PARTY WITHIN 14 (FOURTEEN) DAYS AFTER THE EXPIRATION DATE OF THE CONTRACT.
2. IF SUCH PAYMENT IS NOT MADE IN THE TIME FRAME SPECIFIED INCLAUSE 1, SECTION 27, ABOVE, THE INJURED PARTY SHALL HAVE THE RIGHT TO TAKE LEGAL ACTION AGAINST THE BREACHING PARTY IN ACCORDANCE WITH THE UNITED NATIONS CONVENTION ON CONTRACTS FOR INTERNATIONAL SALE AND PURCHASE OF GOODS (ARTICLES 61-65).
3. NOTWITHSTANDING THE FOREGOING, SELLER SHALL HAVE THE RIGHT TO CHARGE INTEREST FOR LATE PAYMENTS WITHOUT AFFECTING ITS RIGHT TO TERMINATE THE CONTRACT FOR NON-PAYMENT.

APPENDIX “A”

SCHEDULE OF DELIVERIES

TOTAL QUANTITY OF WHITE REFINED SUGAR PURCHASE TO BE (…) MT (… METRIC TONS) (+/-5%) DELIVERED OVER (…) YEAR(S) WITH POSSIBLE ROLLS AND EXTENSIONS SUBJECT TO MUTUAL CONSENT,COST, INSURANCE, FREIGHT (C.I.F.) AS PER CONTRACT AND SHALL BE DELIVERED UNDER THE FOLLOWING TERMS AND CONDITIONS:
THE BASIS OF DELIVERY FOR ALL THE SHIPMENTS SHALL BE (…) MT (… METRIC TONS) (+/- 5%) EACH VESSEL WITH MINIMUM 12,500 MT (TWELVE THOUSAND FIVE HUNDRED METRIC TONS) PER MONTH AND DELIVERY SHALL BEGIN 30 TO 45 (THIRTY TO FORTY-FIVE) DAYS OR EARLIERAND AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND ISSUED WITHIN THE STATED TIME. DISCHARGE WILL BE MINIMUM 1,200 (TWELVE HUNDRED) METRIC TONS PER WEATHER WORKING DAY (WWD).
WHITE REFINED SUGAR
LOAD PORT :
DISCHARGE PORTS :
DELIVERY PERIOD :
LATEST DATE OF DELIVERY :
START DATE WILL BE DETERMINED BY DATE OF RECEIPT AND CONFIRMATION OF BANK PAYMENT BY BUYER TO SELLER.

APPENDIX “B”

BANKING INFORMATION

SELLER REQUIRES THAT BUYER PROVIDE SELLER WITH A COPY OF THE EXACT TEXT OF THE PROPOSED FINANCIAL INSTRUMENT FOR SELLERS REVIEW, CONSIDERATION AND APPROVAL PRIOR TO FORWARDING IT TO THE SELLERS BANK.

SELLER’S BANK INFORMATION

BANK NAME :
ADDRESS :
CITY :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT N° :
ABA :

BUYER’S BANK INFORMATION

BANK :
ADDRESS :
ACCOUNT NAME :
USD ACCOUNT N° :
SWIFT CODE :
IBAN NUMBER :
BANK PHONE :
BANK FAX :
BANK OFFICER / TITLE :
EMAIL :

BUYER’S CONFIRMING, COLLECTING OR NEGOTIATING BANK INFORMATION

BANK :
ADDRESS :
SWIFT CODE :

APPENDIX “C”

EXACT SAMPLE DOCUMENTARY LETTER OF CREDIT