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SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
Between the Supplier:
Hereinafter called as « Seller »
And the Company:
………………………………………
Hereinafter called as « Buyer »
Ref.№:………………………………………….
Date:……………………………………………….
To: ………………………………….
Contract Code: …………………
WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTSAND
WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELYPROVIDE THE
PRODUCT AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMSAGREED TO HEREAFTER;
WHEREAS:THE SELLER HEREBY AGREES AND MAKES A FIRM CONTRACT TO DELIVER …………….MT OF CRUDE
/RAFINED/SUNFLOWER OIL, FOR 12 MONTHS;
WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND
CONDITIONS OF THIS SALES AND PURCHASE AGREEMENT, IT IS THEREFORE AGREED AS FOLLOWS:
1. OBLIGATIONS OF THE SUPPLIER
1.1. The Seller confirms deliver the following commodity: Crude Sunflower Oil (CSO) with specification
according to First Class Export Quality below, SGS certificate of GMO free, Sustainability certificate, and quality
and quantity certificates.
Commodity: CRUDE/RAFINED/SUNFLOWER OIL
Origin: Russia Federation
Purity: 99.99%
Price: $1,000 USD/$1,070 USD/MT (One Thousand/One Thousand and seventy/ United States
Dollar per Metric Ton)CIF Bulgarian Port, customs and taxes in country of destination
excluded.
Quantity: ……………MT (+-5%)BULK IN ONE SHIPMENT BY SHIP-TANKER,
Period: 12 months
Delivery Terms: CIF (Cost Insurance and Freight), as per INCOTERMS 2010
Packing: BULK IN SHIP-TANKER
L/C , MT 103/23 TT, MT760 BG: 100% of the total amount for (1) month from beginning of the contract.
PERFORMANCE BOND: 2%
Origin Port: in Russia (to be determined in final contract).
Destination: BulgarianPortsorother European Port(to be determined by Buyer).
INSPECTION: SGSor equivalent mutualagreed surveillance Company,verifying timely delivery, quality,
quantity andspecifications
CRUDE SUNFLOWER OIL (CSO) WITH SPECIFICATION ACCORDING TO FIRST CLASS EXPORT QUALITY BELOW.
SGS certificate of GMO free, Sustainability certificate, and quality and quantity certificates.
GRUDE SUNFLOWER OIL
SPECIFICATION TYPICAL VALUES
PROPERTY ACCEPTABLE LIMITS UNITS
Page 2 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
(Normal Oleic)
SPECIFIC GRAVITY(20ºCº) 0,918 - 0,923 g/cm3
REFRACTIVE INDEX (40ºCº) 1,461 – 1,468 IRAM 5505
SMOKE POINT MIN +-10Cº Cº
FLASH POINT MIN +-10Cº Cº
COLOUR RED (ON LOVIBOND CELL)
CONSISTENCY LIQUID VISCOUS +20Cº
ODOUR, TASTE SPECIFIC FOR THIS PRODUCT
QUALITY AND FOOD SAFETY PARAMETER MAX
PEROXIDE VALUE 2.5 meq/KG
MOISTURE AND VOLATILE SUBSTANCES 0,2 %
FREE FATTY ACID (As Oleic Acid) 1,5 %
JODINE VALUE 118 - 141 GJ2/100G
INSOLUBLE IMPURITIES 0,05 %
SOAP CONTENT 0,005 %
SAPONIFICATION VALUE 188 - 194 MG KOH/MG
UNSAPONIFICATION MATTERS < 1.50 %
TYPICAL FATTY ACID COMPOSITION %
C 14:0 < 0,2
C 16:0 5,0 – 7,6
C 18:0 2,7 - 6,5
C 18:1 14,0 – 39,4
C 18:2 48,3 – 74,0
C 18:3 < 0,3
C 20:0 0,1 – 0,5
C 20:1 < 0,3
C 22:0 0,3 – 1,5
SOLID MATER (settleable) = %0,5 MAX
1.2. The Seller will guarantee that all documents will be established from the authorities of the
Producing/exporting country and that will cover all costs for the exportation, delivery and insurance of the
commodity to any Bulgarian port or otherEuropean Port(Delivery CIF according to Incoterms 2000 & CIF),
provided thepayment for the registration of contract to the Ministry of Industry and Trade of the Russia
federation will be guaranteed by Buyer and paid by Seller.
1.3. All documents will be sent prior to delivery in copies to the Buyer.
1.4. The Seller and Buyer have agreed upon successful performance of first delivery of …………MT, subsequent
deliveries of …………..MT or morewill take place on a regular monthly base. It is agreed that the sameterms and
conditions of this agreement shall apply to any next delivery.
1.5. Each subsequent shipment shall be delivered upon good and satisfactory delivery of the previousshipment
and upon satisfactory payment settlement to the Seller.
1.6.Seller confirms that the commodity to be sold shall be free and clear of any liens or encumbrances and is
not of terrorist and criminal origin.
1.7.The Seller is responsible for payment of registration fee to the Ministry of Industry and Trade of Russian
Federation for Notarization and Legalization of the Contract for period of 12 months.
2. OBLIGATIONS OF THE BUYER:
2.0. The Buyer will take care of all charges upon delivery of the commodity atany European port.
2.1. The Buyer irrevocably undertakes that the commodityremains the property of Seller until Sellerhas received
full payment.
Page 3 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
2.2. The Buyer is responsible for issuance of a Bank guarantee at amount in favour of the Seller, as a Security
guarantee for good faith performance and payment by Seller of the Contract registration fee to the Ministry of
Industry and Trade of Russian Federation and for Notarization and Legalization of the Contract forperiod of
12months.This guarantee shall be returned to the Purchaser immediately upon opening the letter of credit, or if
the same is not issued by default of Seller under this contract.
2.3. Buyer or its representative may visit the Factory to confirm the logistic before the shipment of goods.
3. TRANSPORTATION & INSPECTION
3.0.Shipment in good condition in ship/s which comply with the FEDERATION OF OILS, SEEDS AND FATS
ASSOCIATIONS LIMITED(FOSFA) Qualifications and Operational Procedures for Ships Engaged in the Carriage of
Oils and Fats in Bulk for Edible and Oleo-chemical Use in force at the date of the Bill of Lading.
3.1. The Buyer is responsible for transportation & security of the commodity from any Europeanport to
warehouse at Buyer’s expense.
3.2. The commodity will be inspecting by SGS and it will be inspecting in Buyer’s choice European port by Buyer
upon the delivery and SGS will be final report in delivery port.
3.3. The Buyer and Seller agree that the assay report to be provided by the Factory shall be acceptedby the
Buyer and Seller regarding purity and quantity and will be one of the documents to be presentedat the bank
for final payment and SGS will be the final report at delivery port of destination.
3.4. THE OIL SHALL BE OF GOOD MERCHANTABLE QUALITY, IN GOOD CONDITION AND OF AGREED DESCRIPTION
AND SPECIFICATION. IF THE OIL IS SHIPPED IN MORE THAN ONE CONTAINER/TANK ON THE SAME SHIP, THE
ANALYSIS DETAILS OF THE OIL IN EACH SEPARATE CONTAINER/TANK AT LOADINGSHALL CONFORM TO THE
ABOVE.
3.5. Should the oil on arrival not prove equal to the above, or should the oil contain sea water or other
admixture, this contract not to be void, but the oil is to be taken with an allowance to beagreed upon or fixed
by arbitration provided always that the oil shipped shall conform to the above specification.
3.6. CLAIMS, IFANY, SHALLBESUBMITTEDWITHINTEN (10) DAYSAFTERARRIVALOFTHEGOODSATDESTINATION.
4. PROCEDURES:
1. Buyer issues LOI and Seller issues FCO to Buyer.
2. Buyer signs and seals FCO and sends it back along with a Letter of acceptance, containing full
company contact details and banking information, remarks and comments, if any.
3. Seller sends a draft of NCNDA / IMFPA, Buyer signs and returns the NCNDA / IMFPA. The NCNDA / IMFPA
shall be signed by all parties involved.
4. Seller issues the Sales/Purchase Contract open for amendments.
5. The Buyer signs and seals the draft Contract after revision and amendments (clearly marked, if any).
6. Seller issues Final Contract with authorized signature/seal and sends it to Buyer, Buyer signs and seals the
Contract and returns it to the Seller including a Letter of Acceptance.
7. The Buyer issues a Security guarantee and the Seller is responsible for registration and legalization of the
international contract with the Refinery and for obtaining the Export Permit from relevant authorities.
8. Within 3 (three) working days after the contract approval certificate and the Export Permit document
have been obtained; the hard copies of final contract signed by both parties will be sent to the Buyer
via DHL/EMS including the approval certificate and Export Permit document.
9. Within 5 (five) working days from receiving the final contract and approval document including export
permit confirmation document, Buyer’s Bank issues POF (Proof of Funds).
10. Within 5 (five) working days after verification of Proof of Funds by Seller’s Bank, Seller’s Bank will send Full
POP (Proof of Product) to Buyer’s Bank, and right away, Buyer’s Bank will open a Non – Operative,
Irrevocable, Confirmed, Divisible Letter of Credit (L/C) 100% at sight.
11. Seller’s Bank, upon receiving the Non-Operative Letter of Credit from Buyer’s Bank, will issue a PB in
amount of 2% of the L/C value that makes the L/C “operative”.
12. The shipments commence as per terms of the Contract.
Page 4 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
FULL POP consists of the following documents:
Original Copy of license to export, issued by the department of the Ministry of Industrial Trade.
Original Copy of approval to export, issued by the department of the Ministry of justice.
Original Copy of statement of availability of the product.
Original Copy of the Factory commitment to produce the product.
Original Copy of Shipment contract to transport the product to the port.
Original Copy of the port storage agreement.
Original Copy of the Charter party Agreement (s) to transport product to discharge port.
Original Copy of product analyses report.
Original Copy of quality of the product.
Original Copy of EUR 1 certificate.
PAYMENT GUARANTEE: 100% Irrevocable, Documentary Letter of Credit (DLC), covering one month’ quantity
and operational for the contract term(, and Auto-Revolving after first delivery ifan Annex for extensionis signed
in meantime),issued or confirmed by a prime Bank, negotiable and payable at Seller’s bank 100% at Sight upon
delivery at Port of Destination, against presentation of the final SGS report and shipping documents stated in
the contract at the Buyer’s bank.
PAYMENT TERMS: Payments will be made on a shipment basis, via SWIFT (MT103/23 T/T), by Buyer’s bank to
Seller’s bank.
DELIVERY PERIOD: First delivery within 15 DAYS after verification and acceptance of the DLC, and thereafter
every 30 days, if the contract is extended by an Annex, and until the total quantity has been delivered.
PERFORMANCE BOND (PB): The Seller will post to Buyer a Performance Bond Guarantee for 2% of the value of
each shipment, in form of an UNCONDITIONNAL BANK GUARANTEE, to be issued by the Seller’s FirstClassBank.
The shipment commences as per terms of the Contract and Seller provides Bill of lading, authorization to board
and SGS Report. Payment is effectedagainst presentation to Buyer’s bank of complete set of shipping
documents and paid the Seller after the goods has been delivered to the Buyer’s destination.
These Procedures have been approved by the Antimonopoly Service ofRussian Federation and serve as a
guideline for all transactions involvingExport of Sunflower Crude Oil and other’s products from Russian
Federation.
IMPORTANT NOTICE: The contract registration fee is not deemed as additional payment because the amount of
the contract fee will bededucted from the first payment upon delivery the goods to the Buyer’s destination.
5. DESTINATION / PRODUCT DISCHARGE:
THE GOODS WILL BE DELIVERED CIF, TO ANY BULGARIAN PORTS OR OTHER EUROPEAN PORT, BUT BUYER SHALL
DECLARE THE PORT/S OF DESTINATION TO SELLER BY ANY MEANS OF RAPID WRITTEN COMMUNICATION AND
INADVANCE BY EMAIL, NOT LATER THAN 10 DAYS BEFORE THE SHIP'S LOADING.THE SELLER MUST NOMINATE THE
VESSEL TO THE BUYER IN ADVANCE TO GET THE ACCEPTANCE OF THE BUYER AND TO LET THE BUYER TO VEFIFY THE
CONFIRMATION FROM THE DISCHARGE PORT BEFORE THE ARRIVAL OF THE VESSEL TO THE PORT OF LOADING.
DELIVERY SHALL BEGIN ASSOON AS EVERYTHING IS ARRANGED AND CONFIRMED BY BOTH THE BUYER AND THE
SELLER.
DELIVERY COMMENCES WITHIN TWO WEEKS AS REQUESTED BY BUYER, AFTER THE REGISTRATION OF CONTRACTAT
THE MINISTRY AND AFTER THE INSTRUMENT OF PAYMENT TURN ON OPERATIVE.
ACCORDING TO AGREEMENTS OF THE SIDES, IF THE SUPPLY OF GOODS ON THE CONTRACT (THE SHIPMENTS)WILL
BE REALIZED IN THE ADDRESS OF THE OUTSIDE PARTIES, THEYSHALL BE INDICATED BY BUYER AND APPOINTED BY
SELLER IN THE LOADING ORDER.
WITHIN SEVENTY TWO (72) HOURS AFTER VESSEL’S DEPARTURE FROM THE PORT OF LOADING, THE SELLER’S
SHIPPING AGENT SHALL ADVISE TO THE BUYER BY WAY OF TELEX/FAX/E-MAIL THE INFORMATION INDICATING: THE
VESSEL NAME AND VESSEL’S OWNER NAME, FLAG, PORT OF REGISTER, DATE AND TIME OF DEPARTURE, LOADED
Page 5 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
QUANTITY AND WEIGHT(S) OF CARGO, ESTIMATED DATE OF ARRIVAL TO PORT OF DISCHARGE AND ARRIVAL
DRAFT OF THE VESSEL AND HER LENGTH, PORT OF DISCHARGE NAME, NAME AND CONTACT DETAILS OF VESSEL’S
AGENT IN PORT OF DISCHARGE.
NOTICE STATING SHIP’S NAME, DATE OF BILL/S OF LADING AND APPROXIMATE QUANTITY SHIPPED SHALL BE
DESPATCHED BY SELLER TO THE BUYER NOT LATER THAN 10 DAYS AFTER THE DATE OF THE BILL/S OF LADING.
THE DATE OF BILL OF LADING SHALL BE CONSIDERED PROOF OF THE DATE OF THE SHIPMENT IN THE ABSENCE OF
CONCLUSIVE EVIDENCE TO THE CONTRARY. THE SELLER SHALL HAVE THE RIGHT TO DELIVEREARLIER THAN
AGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HEREIN, WITH THE
APPROVAL OF THE BUYER. THE PRODUCT SHALL BE SHIPPED TO THE RELEVANT PROVISIONSOF THIS CONTRACT
WITH THE SHIPMENT TO BE FORWARDED TO DESTINATION PORT.
SELLER SHALL PROVIDE WRITTEN ALERT TO BUYER WITHIN 24 (TWENTY FOUR) HOURS AFTER RECEIPT OF NOTICE
THAT VESSEL TRANSPORTING THE COMMODITY HAS EXPERIENCED DAMAGE, PERIL, LOSS, BREAKDOWN OR
ACCIDENT.
THE OIL SHALL BE DISCHARGED AT THE PORT OF DESTINATION AT A BERTH SUITABLE FOR THE DISCHARGEOF
OILS.NOTICE OF READINESS (“NOR”) SHALL BE TENDERED AT THE UNLOADING PORT AS PER PORT REQUIREMENTS,
WHEN THE VESSEL IS IN ALL RESPECTS READY TO UNLOAD.BUYER SHALL TAKE DELIVERY WITH CUSTOMARY QUICK
DESPATCH AFTER NOTICE OF READINESS HAS BEEN GIVEN BY THE SHIP-OWNER OR REPRESENTATIVE/S IN
ACCORDANCE WITH THE BILL/S OF LADING, CHARTER PARTY OR CONTRACT OF AFFREIGHTMENT. THE CHARTER
PARTY OR CONTRACT OF AFFREIGHTMENT SHALL ALLOW FOR VESSEL BEING AT DESTINATION PORT FOR
MAXIMUM 2 CALENDAR DAYS TO ALLOW COMPLETE DISCHARGE. IF THE DISCHARGE IS LONGER THAN 2
CALENDAR DAYS, BUYER TO BE LIABLE TO PAY DEMURRAGE AT THE RATE AS PER HOUR TARIFF ACCORDING TO
FREIGHT CONTRACT.DEMURRAGE/DISPATCH IN LOADING AND DISCHARGE PORTS SHALL BE CALCULATED ON
THE BASIS OF ACTUAL VESSEL MASTER’S CERTIFIED, RECORDED TIMESHEET & STATEMENT OF FACTS. THE
CHARTERPARTY OR CONTRACT OF AFFREIGHTMENT COPY HAS TO BE SENT TO BUYER FOR ITS CONSIDERATION.
IN CASE OF DELAY EXCEEDING FIFTEEN (15) DAYS, THE BUYER MAY DECLARE THE CONTRACT AVOIDED, REFUSE TO
TAKE DELIVERY AND CLAIM DAMAGES FROM THE SELLER EQUAL TO THE DIFFERENCE OF THE PRICE OF GOODS THE
BUYER HAS BOUGHT IN REPLACEMENT OF THE PRODUCT THE SELLER FAILED TODELIVER AND THE CONTRACT
PRICE.
6. CONTRACTED QUANTITY:
THE TOTAL QUANTITY OF THE CONTRACT 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 DELIVEREDTO THE
BUYER.
7.PRODUCT WEIGHT AND QUALITY:
THE SELLER GUARANTEES THAT EACH SHIPMENT 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 OR SIMILAR RECOGNIZED AUTHORITYAPPROVED IN WRITING BY THE BUYER. THE SELLER SHALL
INSTRUCT SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONAL
CHAMBER OF COMMERCE (ICC) RULES.
THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT PORT OF
DESTINATION TO CONFIRM LOADINGAND IT SHALL BE DEEMED TO BE FINAL.
THE SELLER HAS THE OPTION OF SHIPPING 5% MORE OR LESS OF THE MEAN CONTRACT QUANTITY.
A WEIGHT DEVIATION OF 5 % SHALL BE ALLOWED AGAINST THE WEIGHT MENTIONED IN THE BILL OF LADING.
IN CASE THERE IS A DIFFERENCE IN WEIGHT BETWEEN THE LOADING AND DISCHARGE INSPECTION OR THEWEIGHT
DEVIATION AMOUNT PERCENTAGE EXCEED THE SPECIFIED ABOVE, THE PARTIES SHALL MAKE AN EFFORT TO
RECONCILE SUCH DIFFERENCE BY WAY OF COMPENSATION TO BUYER OR TO SELLER FOR THE EXCEEDING
DEVIATION AMOUNT, IN SHORTAGE OR IN EXCESS, RESPECTIVELY, ON THE BASIS OF CONTRACT PRICE OR
COMPENSATION BY THE FOLLOWING SHIPMENT.
Page 6 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
IN CASE THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS GREATER THAN THE WEIGHT DESCRIBEDIN
SELLER’S INVOICE, THE BUYER SHALL COMPENSATE THE SELLER THE RESPECTIVE DIFFERENCE PRO RATA TO THE
PRICE SET FORTH IN THIS CONTRACT. IF THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS LOWER THAN THE
WEIGHT DESCRIBED IN SELLER’S INVOICE, THE SELLER SHALL COMPENSATE THE BUYER THE RESPECTIVE DIFFERENCE
PRO RATA TO THE PRICE SET FORTH IN THIS CONTRACT.
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 DESTINATIONCANNOT BE SETTLED AMICABLY OR AS IS
AGREED ABOVE, IT IS HEREBY AGREED THAT ARBITRATION CLAUSE SHALL BE EMPLOYEDTO DETERMINE THE
APPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST
EITHER BUYER OR SELLER.
8. PACKING:…………MT (BULK IN SHIP-TANKER)
9. PRICE PER METRIC TON FOR THE OIL AND TOTAL AMOUNT :
Crude/Rafined/Sunflower OIL CIF Price: $1,000 USD/$1,070 USD/MT
10. PAYMENT TERMS:
PAYMENT TERMS: By Irrevocable Confirmed Letter Of Credit Payable 100% at Sight in Seller’s Bankagainst
Presentation of Shipping Documents as Per Contract. The payment will be within 2 working days after arrival of
the ship at the port of destination and issuance of SGS Certificates confirmed bythe Buyer.
i.The price to be paid will be of: $1,000 USD/$1,070 USD (One Thousand /One Thousand and seventy/ United
States Dollars) per Metric ton of net weight. For every next delivery after 12 months Contract, Seller and Buyer
will agree on a pricing to be confirmed in written form by Buyer and Seller, not later than 4 (four) days before
next tranche deliver from Seller to Buyer after 12 months contract has runs out for the renew of contract.
ii. Every payment will be based on the assay report issued by the Refinery considering the « net weight »of the
commodity. It will be recognized and accepted by both parties, unless other is determined by final inspection
and/or is stipulated in the contract.
iii. The Payment of the commodity according to the terms of the contract will be executed by SWIFT (MT103/23
T/T) Bank transfer within 2 (Two) banking days after delivery atPortofDestination and issuance and against
presentation in Buyer’s Bank of all certificates and commercial and shipping documents stated in the contract,
including SGS inspection certificates issued at unloading port upon delivery of the Goods.
iv. Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or his
bank. Theparty shall effect payment to the payee’s bank on or before the due date for payment and payment
instructions shall specify a value date not later than the secondbank working day after the day of payment,
unless any claims in written is submitted meantime, according to Art.3.6 above.
Transfers will be made to the account of the Seller. All amounts will be paid in Euro (€) or United States Dollars.
PAYMENT:Within 7 (Seven) banking days after dateofsigningoftheSalesandPurchaseContract, the SELLER will
send the POP factory background checking + analysis of current pressing. Transmission of POP must be
announced up front showing documents and transfer code.
Buyer’s bank when the POP and the SGS is verified responds to the Seller banks within 2 (Two) banking days with
the NON-OPERATIVE LC, Also within2 (Two)banking days,afterreceiptofan Operative Performance
Guaranteeand aFull POP(PROOFOF PRODUCT)tobeissuedbytheSeller’s
Bank,Buyer’sBankshallissueinfavoroftheSeller’sbankaccountasnominatedbythe Seller,an
Operative,Irrevocable,DocumentaryLetterofCredit(DLC) Non- Transferable,Divisible,Irrevocable,andIssued or
ConfirmedbyTopWorld Bank,PAYABLE100%AT SIGHT.
Paymentmustbereleased100%,upon delivery atPortofDestination,againstSGS Final Reportin delivery port and
allcommercialand shipping documents stated in the contract.
If any payment is not made on or before the due date for payment, interest shall be payable.
11. PERFORMANCEBOND:
Page 7 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
AfterreceiptofNON OPERATIVE LC, The Seller Bank will issue an Operative Performance Guarantee of 2%
(Draft)totheBuyer’sBank,TheSeller’sBankwillissueanOperativePERFORMANCEBONDGUARANTEEforthevalueofone
month’shipment,informofanUNCONDITIONNALBANKGUARANTEEissuedbyaFirstClassBank.
12. PENALTY AND TERMINATION:
The parties agree that in case of breach of this contract the defaulting party shall pay a penalty of 5% of the
value of the financial instrument(LC).
The Seller and Buyer have the right to terminate this agreement if the Buyer or the Seller shall fail to carry out
any obligation under this agreement.
In case the Seller cannot deliver the agreed quantities within 15 days after activation of the financial
instrument, the Seller shall pay penalties in the amount of 0.1% per day, but not more than 5% of the value
of the financial instrument. The Seller will not pay the PB in addition to the contractual penalty.
In case the Buyer doesn’t activate the financial instrument or doesn't issue the payment in the agreed terms,
without to notification of any written complaints to the Seller, the Buyer shall pay penalties in the amount of
0.1% per day, but not more than 5% of the value of the financial instrument.
The payment of the contractual penalty does not relieve the breaching party from continued compliance with
the obligations stated in this contract.
13. PRODUCT DOCUMENTATION PER SHIPMENT
(1) 3/3 SET OF OCEAN BILL OF LADING, “CLEAN ON BOARD” (3 ORIGINALS + 3 COPIES, One Bill of Lading will
be used by the Surveyor Company in destination port to carry out the quality and quantity control, plus
2 N/N copies of Bill of Lading made out “Clean on Board”. The B/L shall be signed in original by the
carrier or shipping agent and “blank” issued or endorsed for the destination identification of the loaded
cargo with the quantity expressed in Metric Tons), stating:
- The name of the Company responsible for the carriage of Goods (ship owners);
- Statement “clean on board” “shipped on board”
- Signature or authentication of the carrier or the Master.
- Statement that all the contractual Goods have been shipped on board in a single shipment.
- Contractual port of loading and destination.
- “Freight Prepaid” issued to the order of “______” and consigned to “_____”;
(2) CERTIFICATES OF QUALITY ISSUED BY SGS OR COMPATIBLE AUTHORITY at loading and unloading port,
showing kind, quality and quantity shipped evidencing that Goods are in full conformity with
specifications and conditions within the maximum and minimum required in this contract, dated and
signed both by Buyer and Seller;
(3) WEIGHT CERTIFICATES AS PER LOADING AND UNLOADING PORT SCALE, ISSUED BY SGS;
(4) CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE OF THE COUNTRY OF ORIGIN;
(5) SIGNED COMMERCIAL INVOICE IN NAME OF BUYER, showing the Goods name, Documentary Letter of
Credit number, B/L number and date, quantity loaded, invoice value and delivery destination;
(6) PACKING LIST OF SHIPMENT;
(7) INSURANCE CERTIFICATE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY, COVERING ALL RISKS AT
110% OF INVOICE VALUE;
(8) PHYTOSANITARY INSPECTION CERTIFICATE;
(9) AUTHENTICATE COPY OF THE EXPORT LICENCES OR EQUIVALENT DOCUMENT;
(10) CERTIFICATE OF SHIPPING COMPANY OR ITS FREIGHT FORWARDING AGENT STATING THAT ORIGINAL
SIGNED COPIES OF CERTIFICATES HAVE BEEN INCLUDED IN SHIPMENT OF GOODS, and certifying the
date of arrival and berthing of the ship carrying the Goods at the Port of Europe;
(11) CERTIFICATE OF GMO FREE AND ANY OTHER CERTIFICATES THAT MAY BE DEEMED NECESSARY WILL BE
PROVIDED.
FOR THEIR PERUSAL ALL OTHER CERTIFICATES LIKE CERTIFICATE OF NON RADIOACTIVITY,AND ANY OTHER IF IS
REQUIRED WILL BE SENT TO THE BUYER BY FAX OR Email.
Page 8 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
Buyer is to accept photostat or certified copy/ies of items (9), (10) and (11) relating to the whole parcel/s.
EACH OTHER OF THE ABOVE DOCUMENTS SHALL HAVE ONE (1) ORIGINAL SET AND THREE (3) NON-NEGOTIABLE
SETS WHICH SHALL BE SENT TO THE BUYER BY FIRST CLASS COURIER SERVICE (DHL).
14. PRODUCT INSURANCE:
THE SELLER SHALL PROVIDE INSURANCE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY.
15. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:
ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT SHALL
BE TAKEN CARE OF BY THE BUYER. BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND
COPY SENT TO SELLER.
BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LISCENSES 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 PENALITIES IF SUCH DOCUMENTS ARE NOT SECURED.
IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER IS
REQUIRED TO PROVIDE. SHIPPING BASED ON INCOTERMS 2000-10.
16. 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 ICC RULES UNIFORM CUSTOMS AND
PRACTICE.
17. DISPUTES AND ARBITRATION:
ALL DISPUTES ARISING IN CONNECTION WITH THIS CONTRACT SHALL FIRSTLY BE SETTLED AMICABLY.
IN CASE ANY DISPUTE ARISING OUT OF THIS CONTRACT CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES,
INCLUDING ANY QUESTION OF LAW ARISING IN CONNECTION THEREWITH, SHALL BE REFERRED TO ARBITRATION IN
LONDON (OR ELSEWHERE IF SO AGREED) IN ACCORDANCE WITH THE RULES OF ARBITRATION AND APPEAL OF
THE FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LIMITED, IN FORCE AT THE DATE OF THIS CONTRACT
AND OF WHICH BOTH PARTIES HERETO SHALL BE DEEMED TO BE COGNIZANT.IT IS HEREBY EXPRESSLY AGREED AND
DECLARED THAT THE OBTAINING OF AN AWARD FROM THE ARBITRATORS, UMPIRE OR BOARD OF APPEAL (AS THE
CASE MAY BE), SHALL BE A CONDITION PRECEDENT TO THE RIGHT OF EITHER PARTY HERETO OR OF ANY PERSON
CLAIMING UNDER EITHER OF THEM TO BRING ANY ACTION OR OTHER LEGAL PROCEEDINGS AGAINST THE OTHER
OF THEM IN RESPECT OF ANY SUCH DISPUTE.
IF THE DISPUTE PROVES IMPOSSIBLE TO SETTLE AS IS AGREED ABOVE, THE DISPUTED MATTER ARISING IN
CONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC). THE PLACE OF ARBITRATION SHALL BE ON
PLACE OF THE PLAINTIFF.
18. 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.
19. EXECUTION OF THIS CONTRACT:
THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTSAND TRANSMITTED VIA
FACSIMILE OR EMAIL TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING.
20. GOVERNING LAW:
Page 9 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
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 5
DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE EUROPEAN
UNION, WHICH SHALL APPLY TO ICC RULES AND REGULATIONS.
21. LANGUAGE AND NOTICES:
THE LANGUAGE WILL BE THE ENGLISH LANGUAGE.
NOTICES TO BE DESPATCHED BY ANY MEANS OF RAPID WRITTEN COMMUNICATION AND IN ADVANCE BY EMAIL.
ALL NOTICES SHALL BE UNDER RESERVE FOR ERRORS IN TRANSMISSION.
22. ASSIGNMENT:
THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, WITH PRIOR PERMISSION OF THE OTHER
PARTY.
23. 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, ANY ADDITIONS, RENEWALS, AND
THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF
EXECUTION OF THIS CONTRACT.
24. BANKING INFORMATION
NO CONTACT WITH THE SELLER’S/BUYER’S BANK/S MAY BE MADE WITHOUT THE EXPLICIT WRITTEN PERMISSION OF
THE SELLER/BUYER. IF CONTACT IS MADE WITHOUT THIS PERMISSION THE CONTRACT IS CONSIDERED NULL AND
VOID.
SELLER/BUYER RESERVES THE RIGHT TO USE ONE OF ITS ALTERNATE CORPORATE BANK ACCOUNTS. IN THE EVENT
AN ALTERNATE ACCOUNT IS TO BE USED, SELLER/BUYER WILL NOTIFY BUYER/SELLER OF NEW BANK COORDINATES
WITHIN 48 HOURS OF RECEIPT OF SIGNED AND SEALED CONTRACT.
SELLER/BUYER REQUIRES THAT BUYER/SELLER NOTIFY SELLER/BUYER PRIOR TO FORWARDING ANY FINANCIAL
INSTRUMENT OR CORRESPONDENCE TO SELLER’S/BUYER’S BANK.
BUYER’S BANKING INFORMATION
BANK NAME:
BANK ADDRESS:
ACCOUNT NUMBER:
ABA:
ROUTING SWIFT:
ACCOUNT HOLDER:
BANK OFFICER:
FAX:
SELLER’S BANKING INFORMATIONFOR 100% LC PAYMENT
BANK NAME:
BANK ADDRESS:
ROUTING SWIFT:
ACCOUNT HOLDER:
25.EFFECTIVE DATE AND VALIDITY
Page 10 of 10
SAMPLE SALES AND PURCHASE AGREEMENT
CRUDE SUNFLOWER OIL
25.1 The contract shall come into full effect upon its signing by both parties according to the present
agreement.
25.2 The contract will hold its validity if the first shipment of ………….MT is made within 15 days after issuance
and activation of DLC under, plus 15 days tolerance, and remain valid for further 12 months thereafter,
unless any extension to be agreed by the Parties. Any delay under provision of the contract leads to an
extension of time for completion of the contract with the time of delay.
26. CONCLUSION:
In witness thereof, the Parties have signed and by doing so have accepted and approved allcovenants, terms
and conditions of contract. The agreement is compiled in 10 (ten) pages, and each party retains the PDF as
original until exchanging the hard copies.
Spellings and typographical errors and differences of such nature between Bank issued and Beneficiary issued
document shall not be deemed discrepancies.
BUYER’S COMPANY DETAILS
Company Name
Address
Tel:
Email
SEALS ANDSIGNATURES BUYER: BY: _______________________
SELLER’S COMPANY DETAILS
Company Name
Address
Tel:
Email
SEALS ANDSIGNATURES SELLER: BY: _______________________

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Offer For Crude & Refined Sunflower And Rapeseed Oil

  • 1. Page 1 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL Between the Supplier: Hereinafter called as « Seller » And the Company: ……………………………………… Hereinafter called as « Buyer » Ref.№:…………………………………………. Date:………………………………………………. To: …………………………………. Contract Code: ………………… WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTSAND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELYPROVIDE THE PRODUCT AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMSAGREED TO HEREAFTER; WHEREAS:THE SELLER HEREBY AGREES AND MAKES A FIRM CONTRACT TO DELIVER …………….MT OF CRUDE /RAFINED/SUNFLOWER OIL, FOR 12 MONTHS; WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS OF THIS SALES AND PURCHASE AGREEMENT, IT IS THEREFORE AGREED AS FOLLOWS: 1. OBLIGATIONS OF THE SUPPLIER 1.1. The Seller confirms deliver the following commodity: Crude Sunflower Oil (CSO) with specification according to First Class Export Quality below, SGS certificate of GMO free, Sustainability certificate, and quality and quantity certificates. Commodity: CRUDE/RAFINED/SUNFLOWER OIL Origin: Russia Federation Purity: 99.99% Price: $1,000 USD/$1,070 USD/MT (One Thousand/One Thousand and seventy/ United States Dollar per Metric Ton)CIF Bulgarian Port, customs and taxes in country of destination excluded. Quantity: ……………MT (+-5%)BULK IN ONE SHIPMENT BY SHIP-TANKER, Period: 12 months Delivery Terms: CIF (Cost Insurance and Freight), as per INCOTERMS 2010 Packing: BULK IN SHIP-TANKER L/C , MT 103/23 TT, MT760 BG: 100% of the total amount for (1) month from beginning of the contract. PERFORMANCE BOND: 2% Origin Port: in Russia (to be determined in final contract). Destination: BulgarianPortsorother European Port(to be determined by Buyer). INSPECTION: SGSor equivalent mutualagreed surveillance Company,verifying timely delivery, quality, quantity andspecifications CRUDE SUNFLOWER OIL (CSO) WITH SPECIFICATION ACCORDING TO FIRST CLASS EXPORT QUALITY BELOW. SGS certificate of GMO free, Sustainability certificate, and quality and quantity certificates. GRUDE SUNFLOWER OIL SPECIFICATION TYPICAL VALUES PROPERTY ACCEPTABLE LIMITS UNITS
  • 2. Page 2 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL (Normal Oleic) SPECIFIC GRAVITY(20ºCº) 0,918 - 0,923 g/cm3 REFRACTIVE INDEX (40ºCº) 1,461 – 1,468 IRAM 5505 SMOKE POINT MIN +-10Cº Cº FLASH POINT MIN +-10Cº Cº COLOUR RED (ON LOVIBOND CELL) CONSISTENCY LIQUID VISCOUS +20Cº ODOUR, TASTE SPECIFIC FOR THIS PRODUCT QUALITY AND FOOD SAFETY PARAMETER MAX PEROXIDE VALUE 2.5 meq/KG MOISTURE AND VOLATILE SUBSTANCES 0,2 % FREE FATTY ACID (As Oleic Acid) 1,5 % JODINE VALUE 118 - 141 GJ2/100G INSOLUBLE IMPURITIES 0,05 % SOAP CONTENT 0,005 % SAPONIFICATION VALUE 188 - 194 MG KOH/MG UNSAPONIFICATION MATTERS < 1.50 % TYPICAL FATTY ACID COMPOSITION % C 14:0 < 0,2 C 16:0 5,0 – 7,6 C 18:0 2,7 - 6,5 C 18:1 14,0 – 39,4 C 18:2 48,3 – 74,0 C 18:3 < 0,3 C 20:0 0,1 – 0,5 C 20:1 < 0,3 C 22:0 0,3 – 1,5 SOLID MATER (settleable) = %0,5 MAX 1.2. The Seller will guarantee that all documents will be established from the authorities of the Producing/exporting country and that will cover all costs for the exportation, delivery and insurance of the commodity to any Bulgarian port or otherEuropean Port(Delivery CIF according to Incoterms 2000 & CIF), provided thepayment for the registration of contract to the Ministry of Industry and Trade of the Russia federation will be guaranteed by Buyer and paid by Seller. 1.3. All documents will be sent prior to delivery in copies to the Buyer. 1.4. The Seller and Buyer have agreed upon successful performance of first delivery of …………MT, subsequent deliveries of …………..MT or morewill take place on a regular monthly base. It is agreed that the sameterms and conditions of this agreement shall apply to any next delivery. 1.5. Each subsequent shipment shall be delivered upon good and satisfactory delivery of the previousshipment and upon satisfactory payment settlement to the Seller. 1.6.Seller confirms that the commodity to be sold shall be free and clear of any liens or encumbrances and is not of terrorist and criminal origin. 1.7.The Seller is responsible for payment of registration fee to the Ministry of Industry and Trade of Russian Federation for Notarization and Legalization of the Contract for period of 12 months. 2. OBLIGATIONS OF THE BUYER: 2.0. The Buyer will take care of all charges upon delivery of the commodity atany European port. 2.1. The Buyer irrevocably undertakes that the commodityremains the property of Seller until Sellerhas received full payment.
  • 3. Page 3 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL 2.2. The Buyer is responsible for issuance of a Bank guarantee at amount in favour of the Seller, as a Security guarantee for good faith performance and payment by Seller of the Contract registration fee to the Ministry of Industry and Trade of Russian Federation and for Notarization and Legalization of the Contract forperiod of 12months.This guarantee shall be returned to the Purchaser immediately upon opening the letter of credit, or if the same is not issued by default of Seller under this contract. 2.3. Buyer or its representative may visit the Factory to confirm the logistic before the shipment of goods. 3. TRANSPORTATION & INSPECTION 3.0.Shipment in good condition in ship/s which comply with the FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LIMITED(FOSFA) Qualifications and Operational Procedures for Ships Engaged in the Carriage of Oils and Fats in Bulk for Edible and Oleo-chemical Use in force at the date of the Bill of Lading. 3.1. The Buyer is responsible for transportation & security of the commodity from any Europeanport to warehouse at Buyer’s expense. 3.2. The commodity will be inspecting by SGS and it will be inspecting in Buyer’s choice European port by Buyer upon the delivery and SGS will be final report in delivery port. 3.3. The Buyer and Seller agree that the assay report to be provided by the Factory shall be acceptedby the Buyer and Seller regarding purity and quantity and will be one of the documents to be presentedat the bank for final payment and SGS will be the final report at delivery port of destination. 3.4. THE OIL SHALL BE OF GOOD MERCHANTABLE QUALITY, IN GOOD CONDITION AND OF AGREED DESCRIPTION AND SPECIFICATION. IF THE OIL IS SHIPPED IN MORE THAN ONE CONTAINER/TANK ON THE SAME SHIP, THE ANALYSIS DETAILS OF THE OIL IN EACH SEPARATE CONTAINER/TANK AT LOADINGSHALL CONFORM TO THE ABOVE. 3.5. Should the oil on arrival not prove equal to the above, or should the oil contain sea water or other admixture, this contract not to be void, but the oil is to be taken with an allowance to beagreed upon or fixed by arbitration provided always that the oil shipped shall conform to the above specification. 3.6. CLAIMS, IFANY, SHALLBESUBMITTEDWITHINTEN (10) DAYSAFTERARRIVALOFTHEGOODSATDESTINATION. 4. PROCEDURES: 1. Buyer issues LOI and Seller issues FCO to Buyer. 2. Buyer signs and seals FCO and sends it back along with a Letter of acceptance, containing full company contact details and banking information, remarks and comments, if any. 3. Seller sends a draft of NCNDA / IMFPA, Buyer signs and returns the NCNDA / IMFPA. The NCNDA / IMFPA shall be signed by all parties involved. 4. Seller issues the Sales/Purchase Contract open for amendments. 5. The Buyer signs and seals the draft Contract after revision and amendments (clearly marked, if any). 6. Seller issues Final Contract with authorized signature/seal and sends it to Buyer, Buyer signs and seals the Contract and returns it to the Seller including a Letter of Acceptance. 7. The Buyer issues a Security guarantee and the Seller is responsible for registration and legalization of the international contract with the Refinery and for obtaining the Export Permit from relevant authorities. 8. Within 3 (three) working days after the contract approval certificate and the Export Permit document have been obtained; the hard copies of final contract signed by both parties will be sent to the Buyer via DHL/EMS including the approval certificate and Export Permit document. 9. Within 5 (five) working days from receiving the final contract and approval document including export permit confirmation document, Buyer’s Bank issues POF (Proof of Funds). 10. Within 5 (five) working days after verification of Proof of Funds by Seller’s Bank, Seller’s Bank will send Full POP (Proof of Product) to Buyer’s Bank, and right away, Buyer’s Bank will open a Non – Operative, Irrevocable, Confirmed, Divisible Letter of Credit (L/C) 100% at sight. 11. Seller’s Bank, upon receiving the Non-Operative Letter of Credit from Buyer’s Bank, will issue a PB in amount of 2% of the L/C value that makes the L/C “operative”. 12. The shipments commence as per terms of the Contract.
  • 4. Page 4 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL FULL POP consists of the following documents: Original Copy of license to export, issued by the department of the Ministry of Industrial Trade. Original Copy of approval to export, issued by the department of the Ministry of justice. Original Copy of statement of availability of the product. Original Copy of the Factory commitment to produce the product. Original Copy of Shipment contract to transport the product to the port. Original Copy of the port storage agreement. Original Copy of the Charter party Agreement (s) to transport product to discharge port. Original Copy of product analyses report. Original Copy of quality of the product. Original Copy of EUR 1 certificate. PAYMENT GUARANTEE: 100% Irrevocable, Documentary Letter of Credit (DLC), covering one month’ quantity and operational for the contract term(, and Auto-Revolving after first delivery ifan Annex for extensionis signed in meantime),issued or confirmed by a prime Bank, negotiable and payable at Seller’s bank 100% at Sight upon delivery at Port of Destination, against presentation of the final SGS report and shipping documents stated in the contract at the Buyer’s bank. PAYMENT TERMS: Payments will be made on a shipment basis, via SWIFT (MT103/23 T/T), by Buyer’s bank to Seller’s bank. DELIVERY PERIOD: First delivery within 15 DAYS after verification and acceptance of the DLC, and thereafter every 30 days, if the contract is extended by an Annex, and until the total quantity has been delivered. PERFORMANCE BOND (PB): The Seller will post to Buyer a Performance Bond Guarantee for 2% of the value of each shipment, in form of an UNCONDITIONNAL BANK GUARANTEE, to be issued by the Seller’s FirstClassBank. The shipment commences as per terms of the Contract and Seller provides Bill of lading, authorization to board and SGS Report. Payment is effectedagainst presentation to Buyer’s bank of complete set of shipping documents and paid the Seller after the goods has been delivered to the Buyer’s destination. These Procedures have been approved by the Antimonopoly Service ofRussian Federation and serve as a guideline for all transactions involvingExport of Sunflower Crude Oil and other’s products from Russian Federation. IMPORTANT NOTICE: The contract registration fee is not deemed as additional payment because the amount of the contract fee will bededucted from the first payment upon delivery the goods to the Buyer’s destination. 5. DESTINATION / PRODUCT DISCHARGE: THE GOODS WILL BE DELIVERED CIF, TO ANY BULGARIAN PORTS OR OTHER EUROPEAN PORT, BUT BUYER SHALL DECLARE THE PORT/S OF DESTINATION TO SELLER BY ANY MEANS OF RAPID WRITTEN COMMUNICATION AND INADVANCE BY EMAIL, NOT LATER THAN 10 DAYS BEFORE THE SHIP'S LOADING.THE SELLER MUST NOMINATE THE VESSEL TO THE BUYER IN ADVANCE TO GET THE ACCEPTANCE OF THE BUYER AND TO LET THE BUYER TO VEFIFY THE CONFIRMATION FROM THE DISCHARGE PORT BEFORE THE ARRIVAL OF THE VESSEL TO THE PORT OF LOADING. DELIVERY SHALL BEGIN ASSOON AS EVERYTHING IS ARRANGED AND CONFIRMED BY BOTH THE BUYER AND THE SELLER. DELIVERY COMMENCES WITHIN TWO WEEKS AS REQUESTED BY BUYER, AFTER THE REGISTRATION OF CONTRACTAT THE MINISTRY AND AFTER THE INSTRUMENT OF PAYMENT TURN ON OPERATIVE. ACCORDING TO AGREEMENTS OF THE SIDES, IF THE SUPPLY OF GOODS ON THE CONTRACT (THE SHIPMENTS)WILL BE REALIZED IN THE ADDRESS OF THE OUTSIDE PARTIES, THEYSHALL BE INDICATED BY BUYER AND APPOINTED BY SELLER IN THE LOADING ORDER. WITHIN SEVENTY TWO (72) HOURS AFTER VESSEL’S DEPARTURE FROM THE PORT OF LOADING, THE SELLER’S SHIPPING AGENT SHALL ADVISE TO THE BUYER BY WAY OF TELEX/FAX/E-MAIL THE INFORMATION INDICATING: THE VESSEL NAME AND VESSEL’S OWNER NAME, FLAG, PORT OF REGISTER, DATE AND TIME OF DEPARTURE, LOADED
  • 5. Page 5 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL QUANTITY AND WEIGHT(S) OF CARGO, ESTIMATED DATE OF ARRIVAL TO PORT OF DISCHARGE AND ARRIVAL DRAFT OF THE VESSEL AND HER LENGTH, PORT OF DISCHARGE NAME, NAME AND CONTACT DETAILS OF VESSEL’S AGENT IN PORT OF DISCHARGE. NOTICE STATING SHIP’S NAME, DATE OF BILL/S OF LADING AND APPROXIMATE QUANTITY SHIPPED SHALL BE DESPATCHED BY SELLER TO THE BUYER NOT LATER THAN 10 DAYS AFTER THE DATE OF THE BILL/S OF LADING. THE DATE OF BILL OF LADING SHALL BE CONSIDERED PROOF OF THE DATE OF THE SHIPMENT IN THE ABSENCE OF CONCLUSIVE EVIDENCE TO THE CONTRARY. THE SELLER SHALL HAVE THE RIGHT TO DELIVEREARLIER THAN AGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HEREIN, WITH THE APPROVAL OF THE BUYER. THE PRODUCT SHALL BE SHIPPED TO THE RELEVANT PROVISIONSOF THIS CONTRACT WITH THE SHIPMENT TO BE FORWARDED TO DESTINATION PORT. SELLER SHALL PROVIDE WRITTEN ALERT TO BUYER WITHIN 24 (TWENTY FOUR) HOURS AFTER RECEIPT OF NOTICE THAT VESSEL TRANSPORTING THE COMMODITY HAS EXPERIENCED DAMAGE, PERIL, LOSS, BREAKDOWN OR ACCIDENT. THE OIL SHALL BE DISCHARGED AT THE PORT OF DESTINATION AT A BERTH SUITABLE FOR THE DISCHARGEOF OILS.NOTICE OF READINESS (“NOR”) SHALL BE TENDERED AT THE UNLOADING PORT AS PER PORT REQUIREMENTS, WHEN THE VESSEL IS IN ALL RESPECTS READY TO UNLOAD.BUYER SHALL TAKE DELIVERY WITH CUSTOMARY QUICK DESPATCH AFTER NOTICE OF READINESS HAS BEEN GIVEN BY THE SHIP-OWNER OR REPRESENTATIVE/S IN ACCORDANCE WITH THE BILL/S OF LADING, CHARTER PARTY OR CONTRACT OF AFFREIGHTMENT. THE CHARTER PARTY OR CONTRACT OF AFFREIGHTMENT SHALL ALLOW FOR VESSEL BEING AT DESTINATION PORT FOR MAXIMUM 2 CALENDAR DAYS TO ALLOW COMPLETE DISCHARGE. IF THE DISCHARGE IS LONGER THAN 2 CALENDAR DAYS, BUYER TO BE LIABLE TO PAY DEMURRAGE AT THE RATE AS PER HOUR TARIFF ACCORDING TO FREIGHT CONTRACT.DEMURRAGE/DISPATCH IN LOADING AND DISCHARGE PORTS SHALL BE CALCULATED ON THE BASIS OF ACTUAL VESSEL MASTER’S CERTIFIED, RECORDED TIMESHEET & STATEMENT OF FACTS. THE CHARTERPARTY OR CONTRACT OF AFFREIGHTMENT COPY HAS TO BE SENT TO BUYER FOR ITS CONSIDERATION. IN CASE OF DELAY EXCEEDING FIFTEEN (15) DAYS, THE BUYER MAY DECLARE THE CONTRACT AVOIDED, REFUSE TO TAKE DELIVERY AND CLAIM DAMAGES FROM THE SELLER EQUAL TO THE DIFFERENCE OF THE PRICE OF GOODS THE BUYER HAS BOUGHT IN REPLACEMENT OF THE PRODUCT THE SELLER FAILED TODELIVER AND THE CONTRACT PRICE. 6. CONTRACTED QUANTITY: THE TOTAL QUANTITY OF THE CONTRACT 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 DELIVEREDTO THE BUYER. 7.PRODUCT WEIGHT AND QUALITY: THE SELLER GUARANTEES THAT EACH SHIPMENT 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 OR SIMILAR RECOGNIZED AUTHORITYAPPROVED IN WRITING BY THE BUYER. THE SELLER SHALL INSTRUCT SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) RULES. THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT PORT OF DESTINATION TO CONFIRM LOADINGAND IT SHALL BE DEEMED TO BE FINAL. THE SELLER HAS THE OPTION OF SHIPPING 5% MORE OR LESS OF THE MEAN CONTRACT QUANTITY. A WEIGHT DEVIATION OF 5 % SHALL BE ALLOWED AGAINST THE WEIGHT MENTIONED IN THE BILL OF LADING. IN CASE THERE IS A DIFFERENCE IN WEIGHT BETWEEN THE LOADING AND DISCHARGE INSPECTION OR THEWEIGHT DEVIATION AMOUNT PERCENTAGE EXCEED THE SPECIFIED ABOVE, THE PARTIES SHALL MAKE AN EFFORT TO RECONCILE SUCH DIFFERENCE BY WAY OF COMPENSATION TO BUYER OR TO SELLER FOR THE EXCEEDING DEVIATION AMOUNT, IN SHORTAGE OR IN EXCESS, RESPECTIVELY, ON THE BASIS OF CONTRACT PRICE OR COMPENSATION BY THE FOLLOWING SHIPMENT.
  • 6. Page 6 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL IN CASE THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS GREATER THAN THE WEIGHT DESCRIBEDIN SELLER’S INVOICE, THE BUYER SHALL COMPENSATE THE SELLER THE RESPECTIVE DIFFERENCE PRO RATA TO THE PRICE SET FORTH IN THIS CONTRACT. IF THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS LOWER THAN THE WEIGHT DESCRIBED IN SELLER’S INVOICE, THE SELLER SHALL COMPENSATE THE BUYER THE RESPECTIVE DIFFERENCE PRO RATA TO THE PRICE SET FORTH IN THIS CONTRACT. 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 DESTINATIONCANNOT BE SETTLED AMICABLY OR AS IS AGREED ABOVE, IT IS HEREBY AGREED THAT ARBITRATION CLAUSE SHALL BE EMPLOYEDTO DETERMINE THE APPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER. 8. PACKING:…………MT (BULK IN SHIP-TANKER) 9. PRICE PER METRIC TON FOR THE OIL AND TOTAL AMOUNT : Crude/Rafined/Sunflower OIL CIF Price: $1,000 USD/$1,070 USD/MT 10. PAYMENT TERMS: PAYMENT TERMS: By Irrevocable Confirmed Letter Of Credit Payable 100% at Sight in Seller’s Bankagainst Presentation of Shipping Documents as Per Contract. The payment will be within 2 working days after arrival of the ship at the port of destination and issuance of SGS Certificates confirmed bythe Buyer. i.The price to be paid will be of: $1,000 USD/$1,070 USD (One Thousand /One Thousand and seventy/ United States Dollars) per Metric ton of net weight. For every next delivery after 12 months Contract, Seller and Buyer will agree on a pricing to be confirmed in written form by Buyer and Seller, not later than 4 (four) days before next tranche deliver from Seller to Buyer after 12 months contract has runs out for the renew of contract. ii. Every payment will be based on the assay report issued by the Refinery considering the « net weight »of the commodity. It will be recognized and accepted by both parties, unless other is determined by final inspection and/or is stipulated in the contract. iii. The Payment of the commodity according to the terms of the contract will be executed by SWIFT (MT103/23 T/T) Bank transfer within 2 (Two) banking days after delivery atPortofDestination and issuance and against presentation in Buyer’s Bank of all certificates and commercial and shipping documents stated in the contract, including SGS inspection certificates issued at unloading port upon delivery of the Goods. iv. Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or his bank. Theparty shall effect payment to the payee’s bank on or before the due date for payment and payment instructions shall specify a value date not later than the secondbank working day after the day of payment, unless any claims in written is submitted meantime, according to Art.3.6 above. Transfers will be made to the account of the Seller. All amounts will be paid in Euro (€) or United States Dollars. PAYMENT:Within 7 (Seven) banking days after dateofsigningoftheSalesandPurchaseContract, the SELLER will send the POP factory background checking + analysis of current pressing. Transmission of POP must be announced up front showing documents and transfer code. Buyer’s bank when the POP and the SGS is verified responds to the Seller banks within 2 (Two) banking days with the NON-OPERATIVE LC, Also within2 (Two)banking days,afterreceiptofan Operative Performance Guaranteeand aFull POP(PROOFOF PRODUCT)tobeissuedbytheSeller’s Bank,Buyer’sBankshallissueinfavoroftheSeller’sbankaccountasnominatedbythe Seller,an Operative,Irrevocable,DocumentaryLetterofCredit(DLC) Non- Transferable,Divisible,Irrevocable,andIssued or ConfirmedbyTopWorld Bank,PAYABLE100%AT SIGHT. Paymentmustbereleased100%,upon delivery atPortofDestination,againstSGS Final Reportin delivery port and allcommercialand shipping documents stated in the contract. If any payment is not made on or before the due date for payment, interest shall be payable. 11. PERFORMANCEBOND:
  • 7. Page 7 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL AfterreceiptofNON OPERATIVE LC, The Seller Bank will issue an Operative Performance Guarantee of 2% (Draft)totheBuyer’sBank,TheSeller’sBankwillissueanOperativePERFORMANCEBONDGUARANTEEforthevalueofone month’shipment,informofanUNCONDITIONNALBANKGUARANTEEissuedbyaFirstClassBank. 12. PENALTY AND TERMINATION: The parties agree that in case of breach of this contract the defaulting party shall pay a penalty of 5% of the value of the financial instrument(LC). The Seller and Buyer have the right to terminate this agreement if the Buyer or the Seller shall fail to carry out any obligation under this agreement. In case the Seller cannot deliver the agreed quantities within 15 days after activation of the financial instrument, the Seller shall pay penalties in the amount of 0.1% per day, but not more than 5% of the value of the financial instrument. The Seller will not pay the PB in addition to the contractual penalty. In case the Buyer doesn’t activate the financial instrument or doesn't issue the payment in the agreed terms, without to notification of any written complaints to the Seller, the Buyer shall pay penalties in the amount of 0.1% per day, but not more than 5% of the value of the financial instrument. The payment of the contractual penalty does not relieve the breaching party from continued compliance with the obligations stated in this contract. 13. PRODUCT DOCUMENTATION PER SHIPMENT (1) 3/3 SET OF OCEAN BILL OF LADING, “CLEAN ON BOARD” (3 ORIGINALS + 3 COPIES, One Bill of Lading will be used by the Surveyor Company in destination port to carry out the quality and quantity control, plus 2 N/N copies of Bill of Lading made out “Clean on Board”. The B/L shall be signed in original by the carrier or shipping agent and “blank” issued or endorsed for the destination identification of the loaded cargo with the quantity expressed in Metric Tons), stating: - The name of the Company responsible for the carriage of Goods (ship owners); - Statement “clean on board” “shipped on board” - Signature or authentication of the carrier or the Master. - Statement that all the contractual Goods have been shipped on board in a single shipment. - Contractual port of loading and destination. - “Freight Prepaid” issued to the order of “______” and consigned to “_____”; (2) CERTIFICATES OF QUALITY ISSUED BY SGS OR COMPATIBLE AUTHORITY at loading and unloading port, showing kind, quality and quantity shipped evidencing that Goods are in full conformity with specifications and conditions within the maximum and minimum required in this contract, dated and signed both by Buyer and Seller; (3) WEIGHT CERTIFICATES AS PER LOADING AND UNLOADING PORT SCALE, ISSUED BY SGS; (4) CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE OF THE COUNTRY OF ORIGIN; (5) SIGNED COMMERCIAL INVOICE IN NAME OF BUYER, showing the Goods name, Documentary Letter of Credit number, B/L number and date, quantity loaded, invoice value and delivery destination; (6) PACKING LIST OF SHIPMENT; (7) INSURANCE CERTIFICATE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY, COVERING ALL RISKS AT 110% OF INVOICE VALUE; (8) PHYTOSANITARY INSPECTION CERTIFICATE; (9) AUTHENTICATE COPY OF THE EXPORT LICENCES OR EQUIVALENT DOCUMENT; (10) CERTIFICATE OF SHIPPING COMPANY OR ITS FREIGHT FORWARDING AGENT STATING THAT ORIGINAL SIGNED COPIES OF CERTIFICATES HAVE BEEN INCLUDED IN SHIPMENT OF GOODS, and certifying the date of arrival and berthing of the ship carrying the Goods at the Port of Europe; (11) CERTIFICATE OF GMO FREE AND ANY OTHER CERTIFICATES THAT MAY BE DEEMED NECESSARY WILL BE PROVIDED. FOR THEIR PERUSAL ALL OTHER CERTIFICATES LIKE CERTIFICATE OF NON RADIOACTIVITY,AND ANY OTHER IF IS REQUIRED WILL BE SENT TO THE BUYER BY FAX OR Email.
  • 8. Page 8 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL Buyer is to accept photostat or certified copy/ies of items (9), (10) and (11) relating to the whole parcel/s. EACH OTHER OF THE ABOVE DOCUMENTS SHALL HAVE ONE (1) ORIGINAL SET AND THREE (3) NON-NEGOTIABLE SETS WHICH SHALL BE SENT TO THE BUYER BY FIRST CLASS COURIER SERVICE (DHL). 14. PRODUCT INSURANCE: THE SELLER SHALL PROVIDE INSURANCE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY. 15. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES: ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT SHALL BE TAKEN CARE OF BY THE BUYER. BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND COPY SENT TO SELLER. BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LISCENSES 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 PENALITIES IF SUCH DOCUMENTS ARE NOT SECURED. IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER IS REQUIRED TO PROVIDE. SHIPPING BASED ON INCOTERMS 2000-10. 16. 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 ICC RULES UNIFORM CUSTOMS AND PRACTICE. 17. DISPUTES AND ARBITRATION: ALL DISPUTES ARISING IN CONNECTION WITH THIS CONTRACT SHALL FIRSTLY BE SETTLED AMICABLY. IN CASE ANY DISPUTE ARISING OUT OF THIS CONTRACT CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, INCLUDING ANY QUESTION OF LAW ARISING IN CONNECTION THEREWITH, SHALL BE REFERRED TO ARBITRATION IN LONDON (OR ELSEWHERE IF SO AGREED) IN ACCORDANCE WITH THE RULES OF ARBITRATION AND APPEAL OF THE FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LIMITED, IN FORCE AT THE DATE OF THIS CONTRACT AND OF WHICH BOTH PARTIES HERETO SHALL BE DEEMED TO BE COGNIZANT.IT IS HEREBY EXPRESSLY AGREED AND DECLARED THAT THE OBTAINING OF AN AWARD FROM THE ARBITRATORS, UMPIRE OR BOARD OF APPEAL (AS THE CASE MAY BE), SHALL BE A CONDITION PRECEDENT TO THE RIGHT OF EITHER PARTY HERETO OR OF ANY PERSON CLAIMING UNDER EITHER OF THEM TO BRING ANY ACTION OR OTHER LEGAL PROCEEDINGS AGAINST THE OTHER OF THEM IN RESPECT OF ANY SUCH DISPUTE. IF THE DISPUTE PROVES IMPOSSIBLE TO SETTLE AS IS AGREED ABOVE, THE DISPUTED MATTER ARISING IN CONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC). THE PLACE OF ARBITRATION SHALL BE ON PLACE OF THE PLAINTIFF. 18. 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. 19. EXECUTION OF THIS CONTRACT: THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTSAND TRANSMITTED VIA FACSIMILE OR EMAIL TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING. 20. GOVERNING LAW:
  • 9. Page 9 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL 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 5 DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE EUROPEAN UNION, WHICH SHALL APPLY TO ICC RULES AND REGULATIONS. 21. LANGUAGE AND NOTICES: THE LANGUAGE WILL BE THE ENGLISH LANGUAGE. NOTICES TO BE DESPATCHED BY ANY MEANS OF RAPID WRITTEN COMMUNICATION AND IN ADVANCE BY EMAIL. ALL NOTICES SHALL BE UNDER RESERVE FOR ERRORS IN TRANSMISSION. 22. ASSIGNMENT: THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, WITH PRIOR PERMISSION OF THE OTHER PARTY. 23. 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, ANY ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OF EXECUTION OF THIS CONTRACT. 24. BANKING INFORMATION NO CONTACT WITH THE SELLER’S/BUYER’S BANK/S MAY BE MADE WITHOUT THE EXPLICIT WRITTEN PERMISSION OF THE SELLER/BUYER. IF CONTACT IS MADE WITHOUT THIS PERMISSION THE CONTRACT IS CONSIDERED NULL AND VOID. SELLER/BUYER RESERVES THE RIGHT TO USE ONE OF ITS ALTERNATE CORPORATE BANK ACCOUNTS. IN THE EVENT AN ALTERNATE ACCOUNT IS TO BE USED, SELLER/BUYER WILL NOTIFY BUYER/SELLER OF NEW BANK COORDINATES WITHIN 48 HOURS OF RECEIPT OF SIGNED AND SEALED CONTRACT. SELLER/BUYER REQUIRES THAT BUYER/SELLER NOTIFY SELLER/BUYER PRIOR TO FORWARDING ANY FINANCIAL INSTRUMENT OR CORRESPONDENCE TO SELLER’S/BUYER’S BANK. BUYER’S BANKING INFORMATION BANK NAME: BANK ADDRESS: ACCOUNT NUMBER: ABA: ROUTING SWIFT: ACCOUNT HOLDER: BANK OFFICER: FAX: SELLER’S BANKING INFORMATIONFOR 100% LC PAYMENT BANK NAME: BANK ADDRESS: ROUTING SWIFT: ACCOUNT HOLDER: 25.EFFECTIVE DATE AND VALIDITY
  • 10. Page 10 of 10 SAMPLE SALES AND PURCHASE AGREEMENT CRUDE SUNFLOWER OIL 25.1 The contract shall come into full effect upon its signing by both parties according to the present agreement. 25.2 The contract will hold its validity if the first shipment of ………….MT is made within 15 days after issuance and activation of DLC under, plus 15 days tolerance, and remain valid for further 12 months thereafter, unless any extension to be agreed by the Parties. Any delay under provision of the contract leads to an extension of time for completion of the contract with the time of delay. 26. CONCLUSION: In witness thereof, the Parties have signed and by doing so have accepted and approved allcovenants, terms and conditions of contract. The agreement is compiled in 10 (ten) pages, and each party retains the PDF as original until exchanging the hard copies. Spellings and typographical errors and differences of such nature between Bank issued and Beneficiary issued document shall not be deemed discrepancies. BUYER’S COMPANY DETAILS Company Name Address Tel: Email SEALS ANDSIGNATURES BUYER: BY: _______________________ SELLER’S COMPANY DETAILS Company Name Address Tel: Email SEALS ANDSIGNATURES SELLER: BY: _______________________