ON BEHALF OF THE SELLER, WHOM WE REPRESENT, OUR COMPANY RAW POLYMERS LTD. HEREBY STATES THAT SUBJECT TO A PURCHASE AND SALE AGREEMENT BEING FULLY EXECUTED, WE ARE PREPARED TO SELL REFINED CANE SUGAR AS PER THE SPECIFICATIONS AND UNDER THE TERMS AND CONDITIONS STATED HEREIN.
SPECIFICATION:
COMMODITY: REFINED CANE SUGAR ICUMSA 45 RBU
POLARIZATION: 99.8% MIN
ASH CONTENT: 0.04 % MAX
MOISTURE: 0.04% MAX
ICUMSA RATING: ICUMSA 45 RBU
SOLUBILITY: 100% DRY & FREE FLOWING
RADIATION: NORMAL CERTIFIED without presence of cesium or iodine.
COLOR: SPARKLING WHITE
GRANULATION: MEDIUM TO FINE CRYSTAL
CROP: LATEST CROP (2007, 2008)
COUNTRY OF ORIGIN: BRAZIL
PACKING & MARKING:
ALL SUGAR TO BE PACKED IN FIFTY (50) KILOGRAM NET WEIGHT IN NEW POLYLINED ETHYLENE AND POLYPROPYLENE BAGS, OR INTERNATIONALLY ACCEPTABLE EQUIVLENT.
QUANTITY:
AT SELLER’S OPTION TOTAL OF FIFTY MILLION (50,000,000) METRIC TONS. THREE MILLION SIX HUNDRED THOUSAND (3,600,000) METRIC TONS CAN BE SHIPPED PER YEAR WITH A POSITIVE OR NEGATIVE WEIGHT TOLERANCE TO A MAXIMUM OF FIVE PERCENT PER SHIPMENT.
PRICE:
USD $165.00 (HUNDRED AND SIXTY FIVE U.S. DOLLARS) PER METRIC TON CIF ANY “US NON-SANCTIONED” SAFE WORLD PORT.
CONTRACT PERIOD & DELIVERY SCHEDULE:
DELIVERY TO COMMENCE WITHIN TWENTY EIGHT TO FORTY FIVE (28 – 45) DAYS OF ACTIVATION OF BUYER’S FINANCIAL INSTRUMENT(S) AND FURTHER SUBJECT TO SHIPPING AVAILABILITY AND INFRASTRUCTURAL CONDITIONS AT THE BUYER’S DESIGNATED PORT(S) OF DISCHARGE. AVERAGE MONTHLY SHIPMENTS OF THREE HUNDRED THOUSAND (300,000) METRIC TONS MONTHLY IN MINIMUM TWENTY FIVE THOUSAND (25,000) METRIC TON VESSELS WILL CONTINUE THROUGH HUNDRED AND SIXTY SEVEN (167) CONSECUTIVE MONTHS OR UNTIL THE FULL QUANTITY IS SHIPPED.
INSPECTION:
SGS SHALL, AT LOADING PORT AND AT SELLERS COST, INSPECT THE RESPECTIVE SHIPPING VESSEL(S) AND SHALL ISSUE ITS CERTIFICATE OF:
- HOLD AND HATCH CLEANLINESS AND CERTIFICATE OF RADIOACTIVITY.
- QUANTITY AND QUALITY CERTIFICATE INDICATE THE RESULTS FOR THE INDUSTRY STANDARD TEST AND TALLY’S.
- WEIGHT PER SHIPMENT
- SOFT OFFER FOR BRAZILIAN SUGAR ICUMSA 45
- SPECIFICATION OF GOODS AS STATED IN THIS CONTRACT.
PAYMENT TERMS AND CONDITIONS:
THROUGH A FINANCIAL INSTRUMENT SATISFACTORY TO THE SELLER’S BANK AND BE IN THE FORM OF:
1.) AN IRREVOCABLE, NON-TRANSFERABLE, DIVISIBLE, CUMULATIVE DOCUMENTARY LETTER OF CREDIT (DLC), ISSUED / CONFIRMED BY A TOP 25 WORLD BANK OR A BANK ACCEPTABLE TO THE SELLER, FOR AN AMOUNT CORRESPONDING TO THE VALUE OF ONE (1) MONTHS SHIPMENTS, BEING US$ 57,000,000 (FIFTY SEVEN MILLION U.S. DOLLARS), REVOLVING MONTHLY ‘BY AMENDMENT’ UNTIL THE TOTAL QUANTITY OF SUGAR CONTRACTED FOR IS SHIPPED. AFTER EACH DRAWING THE AMOUNT UTILIZED WILL BE REINSTATED BY AMENDMENT AND THE EXPIRATION DATE SHALL BE EXTENDED BY AMENDMENT A MINIMUM OF FIFTEEN (15) CALENDAR DAYS PRIOR TO THE EXISTING EXPIRATION DATE.
THIS FINANCIAL INSTRUMENT IS TO BE LODGED WITH THE SELLER’S BANK WITHIN FIVE (5) INTERNATIONAL BANKING DAYS OF SIGNING THE HARDCOPIES OF THE CONTRACT AND WILL REMAIN WITH SELLER’S BANK, PAYABLE 100% AT SIGHT, BY FIRST PRESENTATION AT THE COUNTER OF SELLER’S BANK OF ALL REQUIRED SHIPPING DOCUMENTS FOR EACH VESSEL.
THE FOLLOWING FINANCIAL INSTRUMENT WILL ACCOMPANY THE DLC TO SECURE THE QUANTITY FOR THE QUOTED PRICE AND AS A GUARANTEE TO THE BUYER’S FULFILLMENT OF THE WHOLE CONTRACT:
2.) AN UNCONDITIONAL, UNENCUMBERED CASHED BACKED STANDBY LETTER OF CREDIT (SBLC) ISSUED OR CONFIRMED BY A TOP 25 WORLD BANK OR A BANK ACCEPTABLE TO THE SELLER, WRITTEN IN THE AMOUNT CORRESPONDING TO THE VALUE OF TWO (2) MONTHS SHIPMENTS WHICH, UNLESS DRAWN AGAINST INCASE OF THE BUYER BEING IN “BREACH OF CONTRACT” IS TO BE RETURNED AFTER THE LAST VESSEL UNDER THE CONTRACT IS SHIPPED AND PAID FOR.
ALL FINANCIAL INSTRUMENTS MUST BE ADVISED THRU SELLER’S BANK AND PAYABLE AT THE COUNTERS OF THE SELLER’S BANK.
THE FINANCIAL INSTRUMENTS ARE SUBJECT TO THE 2007 REVISION OF UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, UCP 600, (ICC PUBLICATION NO. 600).
SELLER’S PERFORMANCE BOND:
AFTER RECEIVING BUYER’S NON-OPERATIVE FINANCIAL INSTRUMENTS AS REQUIRED WITHIN THE CONTRACT THE SELLER WILL PROVIDE THE BUYER WITH A PERFORMANCE BOND WRITTEN IN AN AMOUNT EQUAL TO TWO PERCENT (2%) OF THE REPLACEMENT VALUE OF THE AVERAGE MONTHLY SHIPMENT. THE PERFORMANCE BOND SHALL BE ISSUED IN THE FORM OF A STAND BY LETTER OF CREDIT IN FAVOR OF BUYER AND WILL BE IRREVOCABLE AND VALID TROUGHOUT THE DURATION OF THIS AGREEMENT PLUS 30 (THIRTY) DAYS.
CONTRACT PROCEDURES:
1.) BUYER WILL COMPLETE THE BUYER’S BANKING INFORMATION, SIGN AND SEAL AND RETURN THE FULL CORPORATE OFFER TO THE SELLER.
2.) WITHIN THREE (3) BANKING DAYS THE SELLER WILL PROVIDE THE DRAFT CONTRACT TO THE BUYER FOR THEIR CONSIDERATIONS. THE BUYER MAY MAKE ANY CHANGES FOR THE CONSIDERATION OF THE SELLER AND EXCHANGE DRAFTS UNTIL A FINAL DRAFT CONTRACT IS FOUND ACCEPTABLE BY BOTH THE BUYER AND THE SELLER. UPON COMPLETION OF NEGOTIATIONS BETWEEN THE BUYER AND THE SELLER THE BUYER WILL SIGN AND SEAL THE DRAFT CONTRACT AND RETURN IT TO THE SELLER.
3.) WITHIN THREE (3) BANKING DAYS OF THE RECEIPT OF THE SIGNED DRAFT CONTRACT THE SELLER WILL SIGN AND SEAL AND RETURN THE DRAFT CONTRACT TO THE BUYER. THIS DRAFT CONTRACT WILL BE EXCHANGED BY WAY OF E-MAIL, FAX, AND OR ELECTRONIC FACSIMILE AND WILL REMAIN ENFORCEABLE UNTIL HARDCOPIES ARE EXCHANGED.
4.) WITHIN FIVE (5) BANKING DAYS OF THE SELLER RETURNING THE SIGNED AND SEALED DRAFT CONTRACT TO THE BUYER, THE BUYER’S BANK WILL SWIFT BY MT-799 THAT THE BANK ON BEHALF OF THEIR CLIENT IS RWA TO ISSUE THE BUYER’S FINANCIAL INSTRUMENT AS PER THE DRAFT TEXT OF THE FINANCIAL INSTRUMENT ATTACHED AND ASK FOR APPROVAL OF THE SELLER’S BANK.
5.) WITHIN FIVE (5) BANKING DAYS OF THE SELLER RETURNING THE SIGNED AND SEALED DRAFT CONTRACT TO THE BUYER, THE BUYER WILL PROVIDE THE SELLER WITH HIS PROPOSED SHIPPING SCHEDULE FOR THE REFINERY’S/SUPPLIER’S APPROVAL.
6.) THE SELLER’S BANK WILL RESPOND BY SWIFT MT-799 THAT THE BANK IS RWA TO ISSUE THE SELLER’S POP AND PB AND ACCEPTS / AMENDS THE TEXT OF THE FINANCIAL INSTRUMENT.
7.) THE SELLER WILL, UPON RECEIVING THE BANK’S APPROVAL OF THE DRAFT TEXT OF THE BUYER’S FINANCIAL INSTRUMENT AND UPON RECEIPT OF AND APPROVAL OF THE BUYER’S SHIPPING SCHEDULE BY THE REFINERY/SUPPLIER, PRODUCE SIX (6) SIGNED HARDCOPIES OF THE CONTRACT WITH THE ATTACHED ANNEX “A”, “B” AND “C” THEN SIGN AND SEAL EACH HARDCOPY AND EXPRESS COURIER THEM TO THE BUYER.
8.) THE BUYER, WITHIN TWO (2) DAYS OF RECEIVING THE HARDCOPIES OF THE CONTRACT WILL INITIAL EACH PAGE, SIGN AND SEAL EACH HARDCOPY AND EXPRESS COURIER FOUR (4) HARDCOPIES BACK TO THE SELLER.
9.) WITHIN TWO (2) BANKING DAYS OF THE BUYER’S RECEIVING THEIR SIGNED HARDCOPIES OF THE CONTRACT, THE BUYER’S BANK WILL SWIFT THE NON-OPERATIVE FINANCIAL INSTRUMENT IN THE APPROVED TEXT TO SELLER’S BANK.
10.) WITHIN FIVE (5) BANKING DAYS OF THE RECEIPT OF THE BUYER’S NON-OPERATIVE FINANCIAL INSTRUMENT THE SELLER’S BANK WILL SWIFT THE PROOF OF PRODUCT IN RESPONSE. THE FORM OF THE PROOF OF PRODUCT WILL INCLUDE THE FOLLOWING DOCUMENTS, IF APPLICABLE:
- LICENSE TO EXPORT ISSUED BY THE BRAZILIAN GOVERNMENT
- APPROVAL TO EXPORT ISSUED BY THE BRAZILIAN GOVERNMENT
- STATEMENT OF AVAILABILITY OF THE PRODUCT
- WAREHOUSE RECEIPT AND/OR
- REFINERY COMMITMENT TO PRODUCE THE PRODUCT;
- CHARTER PARTY AGREEMENT(S) TO TRANSPORT THE PRODUCT TO DISCHARGE PORTS.
11.) WITHIN FIVE (5) INTERNATIONAL BANKING DAYS AFTER RECEIPT THE ACCEPTABLE NON-OPERATIVE FINANCIAL INSTRUMENTS THE SELLER’S BANK ISSUES THE PERFORMANCE BOND TO THE BUYER’S BANK TO ACTIVATE THE FINANCIAL INSTRUMENTS.
12.) AT THE BUYER’S OPTION, THE BUYER AND SELLER TOGETHER WILL VISIT THE REFINERY AND/OR THE STORAGE FACILITIES. SHOULD THE BUYER CHOOSE NOT TO CARRY OUT THIS INSPECTION, THE BUYER WILL IMMEDIATELY NOTIFY THE SELLER IN WRITING OF HIS DECISION?
13.) SHIPMENTS WILL COMMENCE WITHIN TWENTY EIGHT TO FORTY FIVE (28 – 45) DAYS OF THE FULFILLMENT OF THE ABOVE PROCEDURES AND CONTINUE AS PER SHIPPING SCHEDULE. BUYER TO SUPPLY SHIPPING SCHEDULE FOR THE FIRST NINETY (90) DAYS SHIPMENTS AT THE SIGNING THE CONTRACT WITH SHIPMENT SCHEDULE TO BE ISSUED FORTY FIVE (45) DAYS AHEAD OF THE ACTUAL SHIPMENT.
PRODUCT DOCUMENTATION:
- SIGNED COMMERCIAL INVOICE
- CLEAN ON BOARD BILL OF LADING
- PACKING LIST
- SGS CERTIFICATE OF WEIGHT GRADE, QUALITY, AND CONDITION
- CERTIFICATE OF ORIGIN,
- PHYTOSANITARY CERTIFICATE
- LOADING / STOWAGE SUPERVISION CERTIFICATE
- CERTIFICATE OF RADIATION
- CROP CERTIFICATE
- SHIPPING COMPANY STATEMENT
ACCEPTANCE:
THIS SOFT OFFER IS OPEN FOR ACCEPTANCE UNTILL THE END OF MAY 2008. AFTER THAT TIME IT WILL BE CONSIDERED NULL AND VOID. YOUR ACCEPTANCE IS BY ISSUANCE OF AN ICPO (IRREVOCABLE CORPORATE PURCHASE ORDER) AND BCL (BANK COMFORT LETTER) AND ITS TIMELY RETURN TO OUR OFFICE BY EMAIL.
quarta-feira, 27 de julho de 2011
International Trading Terms (Definitions)
When trading internationally, there are many acronyms which feature in contracts, reports, orders, and descriptions. This document outlines commonly used terms and acronyms in international training.
AMEX – Amex is one of the three largest stock exchanges in the United States. Founded in 1842, it trades mostly mid size and small companies.
ASWP – An acronym which stands for ‘Any Safe World Port’ Generally sugar sellers offer delivery to any safe world port of the buyer’s choice, so this term comes up quite often in sugar trading.
BG – Stands for “Bank Guarantee“, which acts as insurance for the seller on a purchase. When a Bank Guarantee is in place, the bank is legally required to pay the seller in the event of the buyer defaulting on the sale.
BCL – “Bank Comfort Letter” also known as “Bank Capability Letter“. Similarly to the Bank Guarantee, a Bank Comfort Letter is a letter written to the seller from the buyers bank. It states that the buyer has sufficient liquid funds to cover the cost of the sale. A bank comfort letter is not however, an agreement to cover the seller if the buyer defaults on the purchase.
CAD- “Cash Against Documents“. This is a type of selling procedure where title documents are transferred upon receipt of payment.
CIA – “Cash In Advance“. As the name suggests, this is a type of sale where the full amount of the purchase price must be paid upfront.
CIF – A popular term in sugar trading, CIF stands for Cost, Insurance, and Freight. It means that the cost of shipping and insuring the sugar is covered by the seller.
Commodities Exchange – A body or association which sets out rules and guidelines to govern trading in a particular jurisdiction.
Commodity Futures Contract – This is a contract stipulating to an agreement to trade a set amount of sugar (or other commodity) for a certain price on a certain date. These types of contracts are useful for buyers who wish to secure sugar supply into the future but do not wish to risk price fluctuations affecting their bottom line, and sellers who wish to set and maintain a price for their sugar.
CPR – Cédula de Produto Rural, is a Portuguese phrase, which in translation means ‘Agricultural Product Certificate.’ The government of Brazil issues such certificates which offer discounts on large amounts of sugar (and other commodities) into the future. For the buyer, this means securing a government guaranteed sugar source at a low rate for a specified period of time. For the Brazilian Government it is a quick way to raise funds.
CPR – F – These are Agricultural Product Certificates (Cédulas de Produto Rural) which deal in sugar that has yet to be produced.
CPR – X – These are Agricultural Product Certificates (Cédulas de Produto Rural) which deal with sugar that is already in existence.
CWO – “Cash With Order” This term refers to a type of trading arrangement where the buyer makes payment at the time of placing the order, and both parties are then obliged to complete the transaction.
DC – Draft Contract.
FCO – “Full Corporate Offer“. This is a piece of documentation which specifies the nature of the product, and outlines all conditions associated with purchasing said product.
FOB – “Free On Board“. This is a term which declares that the seller must deliver the sugar to the buyer at a location of the buyer’s choosing on board a ship of the buyer’s choosing. In such instances, the seller’s obligations and responsibilities are said to have been fulfilled when the goods pass over the rail of the ship.
ICPO – “Irrevocable Corporate Purchase Order” Used by corporate entities, this document is an order to purchase a certain amount of sugar (or other commodity) of a certain type. This document outlines the terms and conditions which have been agreed upon by the seller and the buyer, and is sent to the seller by the buyer when the buyer wishes to place its order.
ICPO With Banking Coordinates – An ICPO where the buyer also authorizes the seller to do what is called a “soft probe” on the buyer’s accounts which is used to determine that the buyer has sufficient funds to make payment on the sale.
Soft Probe - is a confirmation method used by banks to verify funding for a seller from a buyer, conducted by the seller’s bank to the buyer’s. The Sellers Bank asks the Buyers Bank if the Buyer has enough funds to pay for the purchase.
ICUMSA – “International Commission for Uniform Methods of Sugar Analysis”. This is the international organization which standardizes testing of sugar across the globe.
ILOC – “Irrevocable Letter Of Credit” This is a letter provided from the buyer’s bank to the seller which guarantees that payment for goods will be made on time and in full. This letter cannot be canceled, and upon shipping of the goods, the seller with be paid.
LC / LOC – “Letter of Credit” A very popular device for guaranteeing payment to sellers, a letter of credit is issued by the buyer’s bank and provided to the seller. It guarantees payment to the seller when the seller’s obligations are met according to the terms of trade. Because sugar trading is done on a global scale and parties are not always able to reliably verify the reputation and trustworthiness of their potential trading partners, letters of credit are often requested by sellers.
LOI “Letter of Intent” – A preliminary document sent from the buyer to the seller indicating that the buyer would seriously like to enter into negotiations with the seller. This is not a legally binding contract, but it is often the first step in opening negotiations between a buyer and a seller.
MFPA – “Master Fee Protection Agreement“. This is a document outlining the terms for payment of third party brokers. In many cases sugar is not traded directly from the seller to the buyer, but through middle men who receive a cut of the proceeds from the sale as a commission. The master fee protection agreement protects these agents and ensures that they are paid.
MOG – “Minimum Order Quantity” Fairly self explanatory, the minimum order quantity is simply the smallest amount that a buyer can purchase from a seller.
PB “Performance Bond“ – This is a bond which guarantees the buyer that the seller will meet its obligations and supply the agreed commodities in accordance with the terms and conditions agreed upon. Issued by an insurance company, it acts as protection for the buyer.
POF – “Proof of Funds“. There are many ways in which a buyer can prove that it has the funds to cover the transaction, the most common of these being soft probes and bank comfort letters.
POP - “Proof of Product” means different things to different people. Basically it is some kind of proof that the seller really is in possession of the goods which are being sold. An example of POP can be an allocation letter, ownership certificate, SGS report of the stock, past Bill of Landing. You have to specify which is needed by the buyer and which could be provided by the seller.
SBLC – “Stand By Letter of Credit” This is a document which is issued from one bank to another bank and which confirms that the company has sufficient collateral to cover potential fiscal responsibilities incurred in a sale.
LC at Sight – A letter of credit that is payable once it and certain documents are sighted.
Soft Commodities – This term generally refers to commodities which are grown. Sugar is therefore considered a soft commodity.
SWIFT – “Society for Worldwide Interbank Financial Telecommunication” A global service which facilitates inter bank communication and transactions all over the world.
RWA – “Ready Willing Ability“. Means Ready to sign Willing to pay and your bank confirms that you are Able to meet the payment conditions. The RWA is ssued by the buyer’s bank.
AMEX – Amex is one of the three largest stock exchanges in the United States. Founded in 1842, it trades mostly mid size and small companies.
ASWP – An acronym which stands for ‘Any Safe World Port’ Generally sugar sellers offer delivery to any safe world port of the buyer’s choice, so this term comes up quite often in sugar trading.
BG – Stands for “Bank Guarantee“, which acts as insurance for the seller on a purchase. When a Bank Guarantee is in place, the bank is legally required to pay the seller in the event of the buyer defaulting on the sale.
BCL – “Bank Comfort Letter” also known as “Bank Capability Letter“. Similarly to the Bank Guarantee, a Bank Comfort Letter is a letter written to the seller from the buyers bank. It states that the buyer has sufficient liquid funds to cover the cost of the sale. A bank comfort letter is not however, an agreement to cover the seller if the buyer defaults on the purchase.
CAD- “Cash Against Documents“. This is a type of selling procedure where title documents are transferred upon receipt of payment.
CIA – “Cash In Advance“. As the name suggests, this is a type of sale where the full amount of the purchase price must be paid upfront.
CIF – A popular term in sugar trading, CIF stands for Cost, Insurance, and Freight. It means that the cost of shipping and insuring the sugar is covered by the seller.
Commodities Exchange – A body or association which sets out rules and guidelines to govern trading in a particular jurisdiction.
Commodity Futures Contract – This is a contract stipulating to an agreement to trade a set amount of sugar (or other commodity) for a certain price on a certain date. These types of contracts are useful for buyers who wish to secure sugar supply into the future but do not wish to risk price fluctuations affecting their bottom line, and sellers who wish to set and maintain a price for their sugar.
CPR – Cédula de Produto Rural, is a Portuguese phrase, which in translation means ‘Agricultural Product Certificate.’ The government of Brazil issues such certificates which offer discounts on large amounts of sugar (and other commodities) into the future. For the buyer, this means securing a government guaranteed sugar source at a low rate for a specified period of time. For the Brazilian Government it is a quick way to raise funds.
CPR – F – These are Agricultural Product Certificates (Cédulas de Produto Rural) which deal in sugar that has yet to be produced.
CPR – X – These are Agricultural Product Certificates (Cédulas de Produto Rural) which deal with sugar that is already in existence.
CWO – “Cash With Order” This term refers to a type of trading arrangement where the buyer makes payment at the time of placing the order, and both parties are then obliged to complete the transaction.
DC – Draft Contract.
FCO – “Full Corporate Offer“. This is a piece of documentation which specifies the nature of the product, and outlines all conditions associated with purchasing said product.
FOB – “Free On Board“. This is a term which declares that the seller must deliver the sugar to the buyer at a location of the buyer’s choosing on board a ship of the buyer’s choosing. In such instances, the seller’s obligations and responsibilities are said to have been fulfilled when the goods pass over the rail of the ship.
ICPO – “Irrevocable Corporate Purchase Order” Used by corporate entities, this document is an order to purchase a certain amount of sugar (or other commodity) of a certain type. This document outlines the terms and conditions which have been agreed upon by the seller and the buyer, and is sent to the seller by the buyer when the buyer wishes to place its order.
ICPO With Banking Coordinates – An ICPO where the buyer also authorizes the seller to do what is called a “soft probe” on the buyer’s accounts which is used to determine that the buyer has sufficient funds to make payment on the sale.
Soft Probe - is a confirmation method used by banks to verify funding for a seller from a buyer, conducted by the seller’s bank to the buyer’s. The Sellers Bank asks the Buyers Bank if the Buyer has enough funds to pay for the purchase.
ICUMSA – “International Commission for Uniform Methods of Sugar Analysis”. This is the international organization which standardizes testing of sugar across the globe.
ILOC – “Irrevocable Letter Of Credit” This is a letter provided from the buyer’s bank to the seller which guarantees that payment for goods will be made on time and in full. This letter cannot be canceled, and upon shipping of the goods, the seller with be paid.
LC / LOC – “Letter of Credit” A very popular device for guaranteeing payment to sellers, a letter of credit is issued by the buyer’s bank and provided to the seller. It guarantees payment to the seller when the seller’s obligations are met according to the terms of trade. Because sugar trading is done on a global scale and parties are not always able to reliably verify the reputation and trustworthiness of their potential trading partners, letters of credit are often requested by sellers.
LOI “Letter of Intent” – A preliminary document sent from the buyer to the seller indicating that the buyer would seriously like to enter into negotiations with the seller. This is not a legally binding contract, but it is often the first step in opening negotiations between a buyer and a seller.
MFPA – “Master Fee Protection Agreement“. This is a document outlining the terms for payment of third party brokers. In many cases sugar is not traded directly from the seller to the buyer, but through middle men who receive a cut of the proceeds from the sale as a commission. The master fee protection agreement protects these agents and ensures that they are paid.
MOG – “Minimum Order Quantity” Fairly self explanatory, the minimum order quantity is simply the smallest amount that a buyer can purchase from a seller.
PB “Performance Bond“ – This is a bond which guarantees the buyer that the seller will meet its obligations and supply the agreed commodities in accordance with the terms and conditions agreed upon. Issued by an insurance company, it acts as protection for the buyer.
POF – “Proof of Funds“. There are many ways in which a buyer can prove that it has the funds to cover the transaction, the most common of these being soft probes and bank comfort letters.
POP - “Proof of Product” means different things to different people. Basically it is some kind of proof that the seller really is in possession of the goods which are being sold. An example of POP can be an allocation letter, ownership certificate, SGS report of the stock, past Bill of Landing. You have to specify which is needed by the buyer and which could be provided by the seller.
SBLC – “Stand By Letter of Credit” This is a document which is issued from one bank to another bank and which confirms that the company has sufficient collateral to cover potential fiscal responsibilities incurred in a sale.
LC at Sight – A letter of credit that is payable once it and certain documents are sighted.
Soft Commodities – This term generally refers to commodities which are grown. Sugar is therefore considered a soft commodity.
SWIFT – “Society for Worldwide Interbank Financial Telecommunication” A global service which facilitates inter bank communication and transactions all over the world.
RWA – “Ready Willing Ability“. Means Ready to sign Willing to pay and your bank confirms that you are Able to meet the payment conditions. The RWA is ssued by the buyer’s bank.
Payment Options
Below are detailed payment options which you may choose from when submitting your LOI (Letter Of Intent).
BG 100% Payable Instrument – A Bank Guarantee which is irrevocable, transferable, and confirmed, covers the cost of the entire order, is payable in its entirety on sight with the presentation of shipping documents, and is issued by or guaranteed by a major world bank.
FFSBLC – Fully Funded Standy By Letter of Credit which is irrevocable, transferable, and confirmed, covers the cost of the entire order, is payable in its entirety on sight with the presentation of shipping documents, and is issued by or guaranteed by a major world bank.
FFRDLC – Fully Funded Revolving Documentary Letter of Credit. As with the other forms of payment, this should be irevocable, transferable, and confirmed. It should also be payable on sight at the presentation of shipping documents, and issued or guaranteed by a major world bank. FFRDLCs should cover the cost of the shipment, and should revolve for the length of the contract, however long that may be. You may elect to have monthly shipments, quarterly shipments, or shipments at some other time interval of your choosing. A BG (Bank Guarantee) may also be requested to ensure that the entire contract is fufiled.
TT/SWIFT – Telegraphic Transfer. You may also make payment for the entire amount via telegraphic transfer.
SWIFT MT103.23 – An irrevocable SWIFT payment instruction.
BG 100% Payable Instrument – A Bank Guarantee which is irrevocable, transferable, and confirmed, covers the cost of the entire order, is payable in its entirety on sight with the presentation of shipping documents, and is issued by or guaranteed by a major world bank.
FFSBLC – Fully Funded Standy By Letter of Credit which is irrevocable, transferable, and confirmed, covers the cost of the entire order, is payable in its entirety on sight with the presentation of shipping documents, and is issued by or guaranteed by a major world bank.
FFRDLC – Fully Funded Revolving Documentary Letter of Credit. As with the other forms of payment, this should be irevocable, transferable, and confirmed. It should also be payable on sight at the presentation of shipping documents, and issued or guaranteed by a major world bank. FFRDLCs should cover the cost of the shipment, and should revolve for the length of the contract, however long that may be. You may elect to have monthly shipments, quarterly shipments, or shipments at some other time interval of your choosing. A BG (Bank Guarantee) may also be requested to ensure that the entire contract is fufiled.
TT/SWIFT – Telegraphic Transfer. You may also make payment for the entire amount via telegraphic transfer.
SWIFT MT103.23 – An irrevocable SWIFT payment instruction.
Fraudes em Operações com Commodities de vários tipos
É fundamental dizer que operações com commodities (trading e futuros) acontecem todos os dias entre os operadores e traders profissionais e nas bolsas.
Existe porém toda uma série de operações envolvendo commodities e que não tem sustentação ou simplesmente, mesmo que parecendo plausíveis, não acontecem quando não são uma verdadeira fraude. Estas operações frequentemente envolvem soja ou açúcar, mas também café e outros tipo de commodities (madeira, carnes, couro, minérios, combustíveis e suco de laranja...).
O esquema clássico é você receber uma oferta de venda ou compra por uma quantidade muito grande de alguma commodity. Às vezes a oferta vem por escrito e até acompanhada por referências bancárias (quase sempre falsas).
A partir daí existem numerosas variantes. Nalguns casos a negociação vai até o fim, com assinatura de contractos etc ... e depois não aparece a mercadoria no momento da entrega ou de eventuais vistorias. Noutros casos o suposto comprador exige o pagamento de um "performance bond" (quantia depositada pelo vendedor para garantir a entrega) antes de emitir a carta de crédito ... o vendedor deposita o “performance bond”, a carta de credito não chega e o “performance bond” depositado é utilizado de forma indevida ou como garantia para outras vigarices do suposto comprador. Existem, em fim, as verdadeiras fraudes descaradas, com cartas de crédito falsas (mas aparentemente perfeitas) entregues ao vendedor para que este liberte a mercadoria, que logo de seguida desaparece.
Neste ultimo caso o vendedor chora no acto do saque da carta de crédito.
O conselho, se realmente quiserem entrar neste tipo de negócios, é de verificar pessoalmente e de forma independente cada palavra, informação, referência e documento apresentado pelas partes. Se houver discrepâncias sem uma valida justificação, abortem o negócio imediatamente.
Existe porém toda uma série de operações envolvendo commodities e que não tem sustentação ou simplesmente, mesmo que parecendo plausíveis, não acontecem quando não são uma verdadeira fraude. Estas operações frequentemente envolvem soja ou açúcar, mas também café e outros tipo de commodities (madeira, carnes, couro, minérios, combustíveis e suco de laranja...).
O esquema clássico é você receber uma oferta de venda ou compra por uma quantidade muito grande de alguma commodity. Às vezes a oferta vem por escrito e até acompanhada por referências bancárias (quase sempre falsas).
A partir daí existem numerosas variantes. Nalguns casos a negociação vai até o fim, com assinatura de contractos etc ... e depois não aparece a mercadoria no momento da entrega ou de eventuais vistorias. Noutros casos o suposto comprador exige o pagamento de um "performance bond" (quantia depositada pelo vendedor para garantir a entrega) antes de emitir a carta de crédito ... o vendedor deposita o “performance bond”, a carta de credito não chega e o “performance bond” depositado é utilizado de forma indevida ou como garantia para outras vigarices do suposto comprador. Existem, em fim, as verdadeiras fraudes descaradas, com cartas de crédito falsas (mas aparentemente perfeitas) entregues ao vendedor para que este liberte a mercadoria, que logo de seguida desaparece.
Neste ultimo caso o vendedor chora no acto do saque da carta de crédito.
O conselho, se realmente quiserem entrar neste tipo de negócios, é de verificar pessoalmente e de forma independente cada palavra, informação, referência e documento apresentado pelas partes. Se houver discrepâncias sem uma valida justificação, abortem o negócio imediatamente.
sexta-feira, 22 de julho de 2011
EXEMPLO DE UM Irrevocable Master Fee Protection Agreement
Irrevocable Master Fee Protection Agreement
CONTRACT NO
COMMODITY
ORIGIN
CONTRACT QTY
CONTRACT PERIOD
TERM
SELLER’S NAME
REPRESENTED BY
BUYER’S NAME
REPRESENTED BY
We the undersigned herewith referred as the Seller, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract.
We, the Seller, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries named below; furthermore, we, the Seller, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 1 (one) day after the date of closing and completion of each and every shipment of the product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuing bank.
We, the Seller, agrees to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the agreement. Forming part of this agreement, it is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it.
We, the Seller, agree that the terms of Purchase and Sale of the Commodity shall be as per Contra between (As Seller) and , (As Buyer). Beneficiary named below under Seller side beneficiary and Buyer side beneficiary are acting strictly as our Agents and or Mandates shall have no liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. Agents / Mandates and or Intermediaries shall have no
liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. M/s. Agents / Mandates and or Intermediaries or their officers, partners, directors and employees shall not be liable under any theory of contract, strict liability, negligence, misrepresentation or other legal equitable theory for any loss of damage of any nature incurred by Buyer and/or Seller and their respective Mandate/Agents or intermediaries in the performance of the contract(s) between Buyer and Seller. Agents / Mandates and or Intermediaries shall not be liable to Buyer and/or Seller and their respective Mandate/Agents or intermediaries for any special, incidental or consequential (indirect) or contingent damages such as but not limited to loss of profit, loss of opportunity, loss of business, etc.
We the undersigned being Seller or the Sellers named legally authorized representative as stated within the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in USD currency to all beneficiaries named below as their rightful and payable commissions. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out below:-
TOTAL COMMISSION SHALL BE PAID BY THE END-SELLER AS FOLLOWS:-
The amount of USD $ per Metric Ton/Shipment of Per month delivered should be settled as herein stated to be transferred into the account as follows:
Buyer side GROUP : USD per MT/Shipment/Month as a contract condition.(CLOSED)
TERM & CONDITIONS
This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of five (5) years from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed and in any number of counterparts, all of which shall be taken together and shall constitute as being one and the same instrument. Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.
Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed and construed in accordance with current English or I.C.C 400/500/600 signed between partners NCND laws.
ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.
Accepted & Agreed by Seller and Beneficiary’s named below:-
PARTICULAR’S Seller
Company Name / Address
Represented by
Title
Passport No
Nationality
Signature
Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
IBAN #
Bank Officer
Bank Telephone /Fax
# BUYER’S SIDE BENEFICIARY #
TOTAL COMMISSION FOR BUYER SIDE GROUP: MT/Shipment/Month CLOSED
TOTAL COMMISSION FOR SELLER SIDE EVERY MONTH
TOTAL COMMISSION USD $
PARTICULAR’S BUYER’S BENEFICIARY
Company Name / Address
Represented by
Title
Passport No
Nationality
Signature
Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
IBAN #
Bank Officer
Bank Telephone /Fax
: ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY
NOTARY PUBLIC
ON THIS XXth 21 OF JULLY 2008 .
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED ____________________ HOLDING PASSPORT NUMBE PRESIDENT DIRECTOR OF ______________________________________________________________, TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS FREE ACT AND DEED
MY COMMISSION EXPIRES:
_______________________
NOTARY PUBLIC
[SEAL]
Bank Endorsement
This irrevocable payment order has been lodged with us and will be executed as per instructions above.
______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:
Seal:
Date:
CONTRACT NO
COMMODITY
ORIGIN
CONTRACT QTY
CONTRACT PERIOD
TERM
SELLER’S NAME
REPRESENTED BY
BUYER’S NAME
REPRESENTED BY
We the undersigned herewith referred as the Seller, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract.
We, the Seller, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiaries named below; furthermore, we, the Seller, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 1 (one) day after the date of closing and completion of each and every shipment of the product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuing bank.
We, the Seller, agrees to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the agreement. Forming part of this agreement, it is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it.
We, the Seller, agree that the terms of Purchase and Sale of the Commodity shall be as per Contra between (As Seller) and , (As Buyer). Beneficiary named below under Seller side beneficiary and Buyer side beneficiary are acting strictly as our Agents and or Mandates shall have no liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. Agents / Mandates and or Intermediaries shall have no
liability whatsoever towards the Seller and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. M/s. Agents / Mandates and or Intermediaries or their officers, partners, directors and employees shall not be liable under any theory of contract, strict liability, negligence, misrepresentation or other legal equitable theory for any loss of damage of any nature incurred by Buyer and/or Seller and their respective Mandate/Agents or intermediaries in the performance of the contract(s) between Buyer and Seller. Agents / Mandates and or Intermediaries shall not be liable to Buyer and/or Seller and their respective Mandate/Agents or intermediaries for any special, incidental or consequential (indirect) or contingent damages such as but not limited to loss of profit, loss of opportunity, loss of business, etc.
We the undersigned being Seller or the Sellers named legally authorized representative as stated within the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in USD currency to all beneficiaries named below as their rightful and payable commissions. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out below:-
TOTAL COMMISSION SHALL BE PAID BY THE END-SELLER AS FOLLOWS:-
The amount of USD $ per Metric Ton/Shipment of Per month delivered should be settled as herein stated to be transferred into the account as follows:
Buyer side GROUP : USD per MT/Shipment/Month as a contract condition.(CLOSED)
TERM & CONDITIONS
This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of five (5) years from the date of the execution of this fee protection agreement. This document binds all parties, their employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed and in any number of counterparts, all of which shall be taken together and shall constitute as being one and the same instrument. Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned.
Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:
This document shall be governed and construed in accordance with current English or I.C.C 400/500/600 signed between partners NCND laws.
ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.
Accepted & Agreed by Seller and Beneficiary’s named below:-
PARTICULAR’S Seller
Company Name / Address
Represented by
Title
Passport No
Nationality
Signature
Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
IBAN #
Bank Officer
Bank Telephone /Fax
# BUYER’S SIDE BENEFICIARY #
TOTAL COMMISSION FOR BUYER SIDE GROUP: MT/Shipment/Month CLOSED
TOTAL COMMISSION FOR SELLER SIDE EVERY MONTH
TOTAL COMMISSION USD $
PARTICULAR’S BUYER’S BENEFICIARY
Company Name / Address
Represented by
Title
Passport No
Nationality
Signature
Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
IBAN #
Bank Officer
Bank Telephone /Fax
: ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT BENEFICIARY
NOTARY PUBLIC
ON THIS XXth 21 OF JULLY 2008 .
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED ____________________ HOLDING PASSPORT NUMBE PRESIDENT DIRECTOR OF ______________________________________________________________, TO ME KNOWN TO BE THE INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THE FOREGOING INSTRUMENT, AND ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS FREE ACT AND DEED
MY COMMISSION EXPIRES:
_______________________
NOTARY PUBLIC
[SEAL]
Bank Endorsement
This irrevocable payment order has been lodged with us and will be executed as per instructions above.
______________________________
Bank Officer Name:
Title:
Pin Number:
Bank Name:
Seal:
Date:
PAYMENT OPTIONS FOR SPOT
1. Buyer's Bank will send confirm Swift MT-760 MT-103 /23, with 100% cash transfer against receipt of shipping documents by the Buyer’s Bank for each shipment.
2. ARDLC (Auto-Revolving Documentary Letter of Credit) cash 100%
3. SBLC (Stand By Letter of Credit) cash 100%.
4. LC (Letter of Credit) common.
2. ARDLC (Auto-Revolving Documentary Letter of Credit) cash 100%
3. SBLC (Stand By Letter of Credit) cash 100%.
4. LC (Letter of Credit) common.
EXEMPLO DE UM Bank Comfort Letter (BCL)
Sample Bank Comfort Letter (BCL)
(On Buyer's Bank Letter Head)
(Including all details such as Address, Telephone, Facsimile, E-Mail, etc.)
Bank Comfort Letter (BCL)
Date: (Day, Month, Year)
To:
To the Seller,
This is to confirm that our mutual clients (namely) maintain a banking account with us and is in good standing with our bank.
At their instructions we, (full name of the bank), with full authority and mandate hereby confirm that the said client is ready, willing and financially able to initiate the process of purchasing of (requested product quantity) metric tons of Ordinary Brazilian Sugar or Commodities for the price of USD (price per metric ton) during the next (duration of contract) month(s) / year(s) and for the total value of USD (total contract value) subject to the seller, completing the Sales and Purchase Contract.
We, (buyer's bank), confirm our ability to issue in due course and after the signing of the Purchase Contract, required ((SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG)) Letter of Credit on behalf of our client and for the benefit of the seller, with full assurance for the full amount of the contract.
This Letter is to Confirm That (name of the company) registered in (address bank – tel.) has Business checking account with our branch in good standing and we are ready to issue a (SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG), on behalf (name of the company) for a maximum amount of $ XXX (XXX U$ Dollars).
We certify that our client named above has sufficient funds and / or have credit facilities with our bank to complete the proposed transaction within the time period outlined in the above referenced contract.
Our client hereby gives authority to the seller to procure usual banker's references from our bank officer (full name of bank officer), whose direct phone number is ....................................................
Yours truly
Signed by a senior level bank officer: .............................................................................................
Full name of the signatory: ..............................................................................................................
Designation of the signatory: ...........................................................................................................
Clients' Name as written in account: ................................................................................................
Account No / IBAN: ...........................................................................................................................
Bank Telephone No: ........................................................................................................................
Bank's Fax No: .................................................................................................................................
Bank SWIFT / Sort Code: .................................................................................................................
Bank stamp / seal: .........................................................................................................................
(On Buyer's Bank Letter Head)
(Including all details such as Address, Telephone, Facsimile, E-Mail, etc.)
Bank Comfort Letter (BCL)
Date: (Day, Month, Year)
To:
To the Seller,
This is to confirm that our mutual clients (namely) maintain a banking account with us and is in good standing with our bank.
At their instructions we, (full name of the bank), with full authority and mandate hereby confirm that the said client is ready, willing and financially able to initiate the process of purchasing of (requested product quantity) metric tons of Ordinary Brazilian Sugar or Commodities for the price of USD (price per metric ton) during the next (duration of contract) month(s) / year(s) and for the total value of USD (total contract value) subject to the seller, completing the Sales and Purchase Contract.
We, (buyer's bank), confirm our ability to issue in due course and after the signing of the Purchase Contract, required ((SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG)) Letter of Credit on behalf of our client and for the benefit of the seller, with full assurance for the full amount of the contract.
This Letter is to Confirm That (name of the company) registered in (address bank – tel.) has Business checking account with our branch in good standing and we are ready to issue a (SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG), on behalf (name of the company) for a maximum amount of $ XXX (XXX U$ Dollars).
We certify that our client named above has sufficient funds and / or have credit facilities with our bank to complete the proposed transaction within the time period outlined in the above referenced contract.
Our client hereby gives authority to the seller to procure usual banker's references from our bank officer (full name of bank officer), whose direct phone number is ....................................................
Yours truly
Signed by a senior level bank officer: .............................................................................................
Full name of the signatory: ..............................................................................................................
Designation of the signatory: ...........................................................................................................
Clients' Name as written in account: ................................................................................................
Account No / IBAN: ...........................................................................................................................
Bank Telephone No: ........................................................................................................................
Bank's Fax No: .................................................................................................................................
Bank SWIFT / Sort Code: .................................................................................................................
Bank stamp / seal: .........................................................................................................................
EXEMPLO DE UMA LETTER OF INTENT DE AÇUCAR IC 45
LOI must be typed on Buyer’s own official letterhead showing full corporate name, registration number, office address, telephone and telefax numbers and email address
_________________________________________________________________________
Date: __ , 2009_ _
(Not more than 3 days old)
TO: GROUP XXXXXX TRADING COMPANY
LETTER OF INTENT
We the undersigned Buyer’s Name and Company Name of Buyer’s Full Address hereby confirm with full legal and corporate responsibility and under penalty of perjury that we are ready, to purchase the commodity XXXXXXXXXXX in the quantity and for the price as specified in the Terms and Conditions stated below. This representation is made with full corporate authority and also responsibility of the above stated buyer.
COMMODITY:
ORIGIN:
GRADE:
STANDARD:
TOTAL / CONTRACT QUANTITY:
EXPORT PACKAGING:
DELIVERY SIZE PER SHIPMENT:
(Only Mark with X) 12.500 MT
____ 25.000 MT
____ 50.000 MT
____
Please, do not send orders, if conditions of the Buyer are not including these sizes of shipments.
DELIVERY SCHEDULE: __________ MT Per month x 12 months.
DELIVERY TERMS: No sooner than thirty (30) days and no later than forty five (45) days following acceptable L/C from Buyer.
TARGET PRICE: US$ ____ per Metric Ton.
DISCHARGE RATE PER DAY: __________ MT per day.
INSPECTION: SGS/Loading Port at Seller’s expense.
PERFORMANCE BOND: 2% L/C value.
DOCUMENTS: Seller’s Commercial Invoice
Bill of Lading
SGS Certificates
Certificate of Origin
. ICUMSA 45 SPECIFICATIONS:
COMMODITY WHITE CANE SUGAR ICUMSA 45 RBU
Attenuation index units (method # 4-1978)
POLARITY AT 20 DEG CENTIGRADE 99.80 MIN.
SULPHATE & ASH CONTENT 0.04%
MOISTURE 0.04%
SOLUBILITY 100.0% DRT AND FREE FLOWING
GRANULATION FINE
ICUMSA MAX. 45 ICUMSA WITH INDEX UNITS METHOD NO: 4619871
SEDIMENTS NONE
COLOR SPARKLING WHITE
CROP 2010 – 2011
MAGNETIC PARTICLES MG/K 4.
SO2 70 MG/KG MAXIMUM
RADIATION NORMAL W/O PRESENCE OF CESIUM OR IODINE: CERTIFIED
SMELL FREE OF ANY SMELL & ALL PATHOGENS; STAPH AUREAS
REDUCING SUGAR 0.05% MAX
SUBTANCE SOLID CRISTAL MAXIMUM BY WEIGHT
MAX AS 1 P.P.M.
MAX OS 2 P.P.M. MAXIMUM.
MAX CU 3 P.P.M.
PAYMENT TERMS
SBLC-MT760 - Standby Letter of Credit to be Fully Funded to the value of three month’s shipments, (Irrevocable, Transferable, Confirmed by a World Top 50 Prime Bank to be in place for 15 months and 16 days for a 15 month Contract period) OR a Bank Guarantee MT760 (BG) FULLY FUNDED to the value of 3 month(s) of shipments.
AND
Revolving Documentary Letter of Credit (RDLC) or TT payments for the monthly shipments to be payable100% on sight of documents. RDLC will be (Irrevocable, Transferable, confirmed by a Top 50 World Prime Bank), assignable, devisable, unrestricted, unencumbered, to be in place for 14 months and 16 days for a 12 month Contract.
Or
Payment by monthly MT103, Telegraphic Transfer or Letter of Credit (either
Transferable or Non Transferable accepted) payable at loading port against documents,AND a MANDATORY 3 month Bank Guarantee or Standby Letter of Credit is required to secure contract, valid for a minimum of 15 months based on a 15 month contract to be inplace for the contract period.
AGREEMENT PROCEDURE
1. Buyer send the ICPO addressed to GROUP IMPERIAL TRADING COMPANY with BCL or RWA or ISSUES AN ICPO WITH SOFT PROBE AUTHORISATION OR BANK ENDORSEMENT.
DOES NOT ATTEND WITHOUT BCL OR RWA FOR CONTRACTS ABOVE 500,000 TONNES.
2. GROUP IMPERIAL TRADING COMPANY will send within 24 hours the SCO to the Buyer and the Buyer sends to GROUP IMPERIAL TRADING COMPANY this SCO signed back with the following:
• Authorization to conduct a soft probe addressed to “GROUP IMPERIAL TRADING COMPANY AND THE END-SELLER”
3. Within 2-international banking days of verification of the soft probe of the Buyer’s bank account, the Seller issues the Agreement (Draft Contract) to the Buyer through GROUP IMPERIAL TRADING COMPANY.
4. Within 3-international banking days from receipt of this Agreement by the Buyer, the Buyer signs, seals and stamps the Agreement, and returns it to Seller for his signature, sealing and stamping.
5. Within 3-international banking days from exchanging contracts, the Seller issues to Buyer the pre Proof of Product in the form of an Affidavit.
6. Within 3 international banking days from receipt of the Affidavit, Buyers Bank will issue in favor of Seller the Non Operative Payment Instruments.
The Non Operative Payment Instruments are to be issued or confirmed and guaranteed by a top 50 world prime bank acceptable to Seller.
7. Within 10-international banking days of the receipt, verification and authentication of Buyer’s Payment Instrument(s) at Seller’s bank, the Seller’s bank will issue a 2% Performance Bond for the value of the monthly shipments and the Non Operative Payment Instruments becomes automatically operative.
8. Within 10-international banking days from the date that the Buyer’s Non Operative Payment Instrument(s) becomes operative by issuing the 2% Performance Bond, Seller’s bank will issue to Buyer’s bank the Proof of Product by SWIFT MT 799.
9. The initial shipment of 12,500 MT or 25,000 MT or 50,000 MT product loads begin within 30-45 days from the date of receipt, verification and authentication of Buyer’s Payment Instrument(s) at the Seller’s bank, and continues until the Agreement quantity is shipped and delivered.
10. Payment will be released to the Seller upon negotiation of shipping documents at the Seller’s bank. Partial shipments are allowed.
11. Within 21-days of Buyer and Seller signing the Agreement, the Buyer will
advise the Seller in writing the particulars of the discharge ports relevant
to this Agreement.
This ICPO is the only current active and valid ICPO and has been exclusively offered to GROUP IMPERIAL TRADING COMPANY, for the release of the Draft Contract.
Please note that effective immediately all new deal submissions are required to have a letter from the Buyer giving us permission to contact their bank to confirm the Buyers capability to issue a Letter of Credit or any other agreed upon financial instrument.
This letter of authorization addressed to GROUP IMPERIAL TRADING COMPANY is required in every instance when an ICPO is issued. We’re interested in a BCL, we would simply like permission from the Buyer to contact their Bank so we are given the assurance we need in order to proceed.
BUYER’S INFORMATION:
NAME:
POSITION:
COMPANY NAME:
ADDRESS:
CITY/ZIP:
COUNTRY:
BUSINESS TELEPHONE:
BUSINESS FAX:
E – MAIL:
BUYER’S BANK INFORMATION:
ISSUING BANK: CONFIRMING BANK:
BANK NAME:
ADDRESS:
CITY/ZIP:
BANK SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
BANK TEL:
BANK FAX:
BANK OFFICER NAME:
BANK OFFICER EMAIL ADDRESS:
IF NOT IN TOP 50 WORLD BANKS, IT IS OBLIGATORY TO FILL BANK OF THE BUYER BELOW DATA BANK CORRESPONDENT TOP 50 WORLD BANKS.
TO: XXXXXXXXXXXXX
WE, “AS X_BANK……………………………..,COUNTRY”, AND THE UNDERSIGNED BANK OFFICERS, HEREBY CONFIRM WITH FULL RESPONSIBILITY THAT “BUYER _____________” IS KNOWN TO US TO BE CAPABLE TO REALIZE A PROJECT FOR THE PURCHASE OF PRODUCT OF ICUMSA 45 (WHITE REFINED CANE SUGAR), A QUANTITY OF XXXXXXX FOR THE VALUE OF USD XXXXXXXXX.
SHOULD THIS PROCEED INTO A SIGNED CONTRACT BETWEEN THE BUYER AND SELLER, THEN OUR BANKS ALSO READY TO ISSUE THE RELATIVE NON-OPERATIVE PAYMENT INSTRUEMENT TO SELLER’S BANK AS IT WILL BE SPECIFIED IN THE CONTRACT AFTER THE CONTRACT IS SIGNED, SEALED AND EXCHANGHED BETWEEN OUR “BUYER X” AND THE SELLER.
Bank Officer (1) Name & Title Bank Officer (2) Name & Title
Bank Stamp/Seal
SHIPPING SCHEDULE:
STARTING MONTH SHIPMENT SIZE SHIPMENTS PER MONTH TOTAL
MONTHLY QUANTITY PREFERRED PORT OF DESTINATION ALTERNATIVE PORT OF DESTINATION
TOTAL QUANTITY:
For and on behalf of _______Buyer’s Company Name_______
SIGNATURE:
NAME: CORPORATE STAMP / SEAL
TITLE:
DATE: _______________, 2010
_________________________________________________________________________
Date: __ , 2009_ _
(Not more than 3 days old)
TO: GROUP XXXXXX TRADING COMPANY
LETTER OF INTENT
We the undersigned Buyer’s Name and Company Name of Buyer’s Full Address hereby confirm with full legal and corporate responsibility and under penalty of perjury that we are ready, to purchase the commodity XXXXXXXXXXX in the quantity and for the price as specified in the Terms and Conditions stated below. This representation is made with full corporate authority and also responsibility of the above stated buyer.
COMMODITY:
ORIGIN:
GRADE:
STANDARD:
TOTAL / CONTRACT QUANTITY:
EXPORT PACKAGING:
DELIVERY SIZE PER SHIPMENT:
(Only Mark with X) 12.500 MT
____ 25.000 MT
____ 50.000 MT
____
Please, do not send orders, if conditions of the Buyer are not including these sizes of shipments.
DELIVERY SCHEDULE: __________ MT Per month x 12 months.
DELIVERY TERMS: No sooner than thirty (30) days and no later than forty five (45) days following acceptable L/C from Buyer.
TARGET PRICE: US$ ____ per Metric Ton.
DISCHARGE RATE PER DAY: __________ MT per day.
INSPECTION: SGS/Loading Port at Seller’s expense.
PERFORMANCE BOND: 2% L/C value.
DOCUMENTS: Seller’s Commercial Invoice
Bill of Lading
SGS Certificates
Certificate of Origin
. ICUMSA 45 SPECIFICATIONS:
COMMODITY WHITE CANE SUGAR ICUMSA 45 RBU
Attenuation index units (method # 4-1978)
POLARITY AT 20 DEG CENTIGRADE 99.80 MIN.
SULPHATE & ASH CONTENT 0.04%
MOISTURE 0.04%
SOLUBILITY 100.0% DRT AND FREE FLOWING
GRANULATION FINE
ICUMSA MAX. 45 ICUMSA WITH INDEX UNITS METHOD NO: 4619871
SEDIMENTS NONE
COLOR SPARKLING WHITE
CROP 2010 – 2011
MAGNETIC PARTICLES MG/K 4.
SO2 70 MG/KG MAXIMUM
RADIATION NORMAL W/O PRESENCE OF CESIUM OR IODINE: CERTIFIED
SMELL FREE OF ANY SMELL & ALL PATHOGENS; STAPH AUREAS
REDUCING SUGAR 0.05% MAX
SUBTANCE SOLID CRISTAL MAXIMUM BY WEIGHT
MAX AS 1 P.P.M.
MAX OS 2 P.P.M. MAXIMUM.
MAX CU 3 P.P.M.
PAYMENT TERMS
SBLC-MT760 - Standby Letter of Credit to be Fully Funded to the value of three month’s shipments, (Irrevocable, Transferable, Confirmed by a World Top 50 Prime Bank to be in place for 15 months and 16 days for a 15 month Contract period) OR a Bank Guarantee MT760 (BG) FULLY FUNDED to the value of 3 month(s) of shipments.
AND
Revolving Documentary Letter of Credit (RDLC) or TT payments for the monthly shipments to be payable100% on sight of documents. RDLC will be (Irrevocable, Transferable, confirmed by a Top 50 World Prime Bank), assignable, devisable, unrestricted, unencumbered, to be in place for 14 months and 16 days for a 12 month Contract.
Or
Payment by monthly MT103, Telegraphic Transfer or Letter of Credit (either
Transferable or Non Transferable accepted) payable at loading port against documents,AND a MANDATORY 3 month Bank Guarantee or Standby Letter of Credit is required to secure contract, valid for a minimum of 15 months based on a 15 month contract to be inplace for the contract period.
AGREEMENT PROCEDURE
1. Buyer send the ICPO addressed to GROUP IMPERIAL TRADING COMPANY with BCL or RWA or ISSUES AN ICPO WITH SOFT PROBE AUTHORISATION OR BANK ENDORSEMENT.
DOES NOT ATTEND WITHOUT BCL OR RWA FOR CONTRACTS ABOVE 500,000 TONNES.
2. GROUP IMPERIAL TRADING COMPANY will send within 24 hours the SCO to the Buyer and the Buyer sends to GROUP IMPERIAL TRADING COMPANY this SCO signed back with the following:
• Authorization to conduct a soft probe addressed to “GROUP IMPERIAL TRADING COMPANY AND THE END-SELLER”
3. Within 2-international banking days of verification of the soft probe of the Buyer’s bank account, the Seller issues the Agreement (Draft Contract) to the Buyer through GROUP IMPERIAL TRADING COMPANY.
4. Within 3-international banking days from receipt of this Agreement by the Buyer, the Buyer signs, seals and stamps the Agreement, and returns it to Seller for his signature, sealing and stamping.
5. Within 3-international banking days from exchanging contracts, the Seller issues to Buyer the pre Proof of Product in the form of an Affidavit.
6. Within 3 international banking days from receipt of the Affidavit, Buyers Bank will issue in favor of Seller the Non Operative Payment Instruments.
The Non Operative Payment Instruments are to be issued or confirmed and guaranteed by a top 50 world prime bank acceptable to Seller.
7. Within 10-international banking days of the receipt, verification and authentication of Buyer’s Payment Instrument(s) at Seller’s bank, the Seller’s bank will issue a 2% Performance Bond for the value of the monthly shipments and the Non Operative Payment Instruments becomes automatically operative.
8. Within 10-international banking days from the date that the Buyer’s Non Operative Payment Instrument(s) becomes operative by issuing the 2% Performance Bond, Seller’s bank will issue to Buyer’s bank the Proof of Product by SWIFT MT 799.
9. The initial shipment of 12,500 MT or 25,000 MT or 50,000 MT product loads begin within 30-45 days from the date of receipt, verification and authentication of Buyer’s Payment Instrument(s) at the Seller’s bank, and continues until the Agreement quantity is shipped and delivered.
10. Payment will be released to the Seller upon negotiation of shipping documents at the Seller’s bank. Partial shipments are allowed.
11. Within 21-days of Buyer and Seller signing the Agreement, the Buyer will
advise the Seller in writing the particulars of the discharge ports relevant
to this Agreement.
This ICPO is the only current active and valid ICPO and has been exclusively offered to GROUP IMPERIAL TRADING COMPANY, for the release of the Draft Contract.
Please note that effective immediately all new deal submissions are required to have a letter from the Buyer giving us permission to contact their bank to confirm the Buyers capability to issue a Letter of Credit or any other agreed upon financial instrument.
This letter of authorization addressed to GROUP IMPERIAL TRADING COMPANY is required in every instance when an ICPO is issued. We’re interested in a BCL, we would simply like permission from the Buyer to contact their Bank so we are given the assurance we need in order to proceed.
BUYER’S INFORMATION:
NAME:
POSITION:
COMPANY NAME:
ADDRESS:
CITY/ZIP:
COUNTRY:
BUSINESS TELEPHONE:
BUSINESS FAX:
E – MAIL:
BUYER’S BANK INFORMATION:
ISSUING BANK: CONFIRMING BANK:
BANK NAME:
ADDRESS:
CITY/ZIP:
BANK SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
BANK TEL:
BANK FAX:
BANK OFFICER NAME:
BANK OFFICER EMAIL ADDRESS:
IF NOT IN TOP 50 WORLD BANKS, IT IS OBLIGATORY TO FILL BANK OF THE BUYER BELOW DATA BANK CORRESPONDENT TOP 50 WORLD BANKS.
TO: XXXXXXXXXXXXX
WE, “AS X_BANK……………………………..,COUNTRY”, AND THE UNDERSIGNED BANK OFFICERS, HEREBY CONFIRM WITH FULL RESPONSIBILITY THAT “BUYER _____________” IS KNOWN TO US TO BE CAPABLE TO REALIZE A PROJECT FOR THE PURCHASE OF PRODUCT OF ICUMSA 45 (WHITE REFINED CANE SUGAR), A QUANTITY OF XXXXXXX FOR THE VALUE OF USD XXXXXXXXX.
SHOULD THIS PROCEED INTO A SIGNED CONTRACT BETWEEN THE BUYER AND SELLER, THEN OUR BANKS ALSO READY TO ISSUE THE RELATIVE NON-OPERATIVE PAYMENT INSTRUEMENT TO SELLER’S BANK AS IT WILL BE SPECIFIED IN THE CONTRACT AFTER THE CONTRACT IS SIGNED, SEALED AND EXCHANGHED BETWEEN OUR “BUYER X” AND THE SELLER.
Bank Officer (1) Name & Title Bank Officer (2) Name & Title
Bank Stamp/Seal
SHIPPING SCHEDULE:
STARTING MONTH SHIPMENT SIZE SHIPMENTS PER MONTH TOTAL
MONTHLY QUANTITY PREFERRED PORT OF DESTINATION ALTERNATIVE PORT OF DESTINATION
TOTAL QUANTITY:
For and on behalf of _______Buyer’s Company Name_______
SIGNATURE:
NAME: CORPORATE STAMP / SEAL
TITLE:
DATE: _______________, 2010
AUTORIZATION FOR CONDUCTING SOFT PROBE
We, the undersigned
, acting as Buyer and with full corporate authority, hereby confirm that we are given written permission to:
GROUP IMPERIAL TRADING COMPANY, SÃO PAULO RUA MANUEL DE EM CASTILHO 14, ITAIM CEP 08120-030 - SÃO PAULO - SP - BRAZIL represented by VANDA MIRANDA to conduct a Soft Probe of the account number on this Company account number:
COMPANY NAME
Bank Name
Bank Branch Address
Account Name
Account No.
SWIFT Code
IBAN
Bank Telephone
Bank Fax Number
E-MAIL IMPORTANT
Date:
For and on behalf of
Signature and Seal
, acting as Buyer and with full corporate authority, hereby confirm that we are given written permission to:
GROUP IMPERIAL TRADING COMPANY, SÃO PAULO RUA MANUEL DE EM CASTILHO 14, ITAIM CEP 08120-030 - SÃO PAULO - SP - BRAZIL represented by VANDA MIRANDA to conduct a Soft Probe of the account number on this Company account number:
COMPANY NAME
Bank Name
Bank Branch Address
Account Name
Account No.
SWIFT Code
IBAN
Bank Telephone
Bank Fax Number
E-MAIL IMPORTANT
Date:
For and on behalf of
Signature and Seal
TEXT OF STAND BY LETTER OF CREDIT(TO BE TRANSMITTED BY SWIFT 760)
From :
Applicant name :
To :
Swift :
Beneficiary :
SBLC number :
Issue date :
Expiration date : ONE YEAR and one day.
WE, XXXXXXXXXXXX, ADDRESSED AT MR. XXXXXXXXX – DIRECTOR CEO HEREBY OPEN OUR UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE AND CONFIRMED STAND-BY LETTER OF CREDIT NUMBER_______, IN FAVOR OF xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, FOR ACCOUNT xxxxxxxxxxxxxx, IN THE AGGREGATE AMOUNT OF USD xxxxxxxx (xxxxxxxxxxxxxxxxxxx UNITED STATES DOLLARS), DUE AT SIGHT WITH MATURITY IN ONE YEAR AND ONE DAY FROM THE DATE OF ISSUE.
Except when the amount of this letter of credit is increased, this letter of credit cannot be modified or revoked without beneficiary consent.
Funds under this Letter of Credit are available against presentation to us of the first demand for payment by tested telex/SWIFT or by your draft partial or total, drawn at sight on us indicating our Stand By letter of credit number _____________
All banking charges are for the account of the applicant.
This SB letter of credit shall only be drawn once, not later than fifteen (15) days after the maturity date. Multiple drawings are not allowed.
We hereby engage with you that drawing (s) in compliance with the terms and conditions of this Stand-by Letter of Credit shall be promptly honored by us and payment shall be effected in accordance with your instructions within one business day after the date of your telex/swift demand.
This Stand-by Letter of Credit is subject to the uniform customs and practice from International Chamber of Commerce Publication no. 590.
Name of (1) bank officer ---------------- name of (2) bank officer ----------
Applicant name :
To :
Swift :
Beneficiary :
SBLC number :
Issue date :
Expiration date : ONE YEAR and one day.
WE, XXXXXXXXXXXX, ADDRESSED AT MR. XXXXXXXXX – DIRECTOR CEO HEREBY OPEN OUR UNCONDITIONAL, IRREVOCABLE, TRANSFERABLE AND CONFIRMED STAND-BY LETTER OF CREDIT NUMBER_______, IN FAVOR OF xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, FOR ACCOUNT xxxxxxxxxxxxxx, IN THE AGGREGATE AMOUNT OF USD xxxxxxxx (xxxxxxxxxxxxxxxxxxx UNITED STATES DOLLARS), DUE AT SIGHT WITH MATURITY IN ONE YEAR AND ONE DAY FROM THE DATE OF ISSUE.
Except when the amount of this letter of credit is increased, this letter of credit cannot be modified or revoked without beneficiary consent.
Funds under this Letter of Credit are available against presentation to us of the first demand for payment by tested telex/SWIFT or by your draft partial or total, drawn at sight on us indicating our Stand By letter of credit number _____________
All banking charges are for the account of the applicant.
This SB letter of credit shall only be drawn once, not later than fifteen (15) days after the maturity date. Multiple drawings are not allowed.
We hereby engage with you that drawing (s) in compliance with the terms and conditions of this Stand-by Letter of Credit shall be promptly honored by us and payment shall be effected in accordance with your instructions within one business day after the date of your telex/swift demand.
This Stand-by Letter of Credit is subject to the uniform customs and practice from International Chamber of Commerce Publication no. 590.
Name of (1) bank officer ---------------- name of (2) bank officer ----------
READY WILLING AND ABLE (RWA)
READY WILLING AND ABLE (RWA)
(Bank must be one of the TOP 50 Prime Banks)
To who is my concern;
This Letter is to Confirm That (name of the company) registered in (address bank – tel.) has Business checking account with our branch in good standing and we are ready to issue a (SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG), on behalf (name of the company) for a maximum amount of $ XXX (XXX U$ Dollars).
For more information please contact me at (tel. Bank)
Sincerely yours,
________________________
Bank Officer
________________________
Bank Officer
(Bank must be one of the TOP 50 Prime Banks)
To who is my concern;
This Letter is to Confirm That (name of the company) registered in (address bank – tel.) has Business checking account with our branch in good standing and we are ready to issue a (SBLC MT 760, DLC, FFDLC, FFRLC, SLC, BG MT 760, Unconditional SLC/BG), on behalf (name of the company) for a maximum amount of $ XXX (XXX U$ Dollars).
For more information please contact me at (tel. Bank)
Sincerely yours,
________________________
Bank Officer
________________________
Bank Officer
COMMERCIAL PROCEDURES AND WARRANTIES OF THE PARTIES(BUYER AND SENDER)
1ª. The Buyer sends LOI (Letter Of Intent) or ICPO (Irrevocable Corporate Purchase Order) + BCL (Bank Comfort Letter)+ RWA (Ready Willing and Able) + NCNDA (Non-Circumvention, Non-Disclosure working Agreement) + IMPFA (Irrevogable Master Fee Protection Agreement) + Passport copy of Buyer and Intermediaries.
2ª. The seller after receiving ICPO + RWA + BCL, assess the financial strength of the buyer, at its own expense.
3ª. If the buyer is approved, the vendor will formally "FCO (Full Corporate Offer) or" Draft "(Draft Contract) and will allow the programming to provide the product.
4ª. After the "Contract" signed by the parties, the seller sends the "Invoice (Invoice) to the buyer request the issuance of "LC" (Letter of Credit)*.
#. The "LC" (Letter of Credit) is an agreement whereby a bank, acting at the request of an importer and in accordance with the instructions under the contract, undertakes to make a payment to an exporter against presentation of a series of documents and procedures required within a specified time limit, provided they comply with the terms and conditions of credit. The "LC" in principle may be issued as non-operational and will be activated later in the presentation of "POP" (Proof of Product).
5ª. The seller sends the "2% PBG (Performance Bond) to the security of the buyer. It is a guarantee which ensures that the vendor will comply with the terms of the contract. Typically issued in value of the shipment, in case the vendor break the contract and do not supply the product that was stipulated in the contract. A "PBG 2%" is only enabled after the "LC" (Letter of Credit) issued by the buyer's bank is approved. This approval is made between banks via "SWIFT".
6ª. Payments will be by Irrevocable, LC (Letter of Credit), transferable, confirmed, unconditional, irrevocable, divisible, active, operative and issued by one of the Top 50 World Banks, fits within the Contract. Payments auto rotating 100% will be released to the seller at the destination port via POP, the amount of each BL (Bill of Landing), SGS (Quality Certificate) or equivalent international certification, together with all documents and export procedures as detailed in the contract.
* WARNING *
SAMPLES OR VISITS: Are not available or planned. The ultimate proof of the product is provided by PRIME BANK seller, stating that the same will be delivered according to specifications in the contract.
PROOF OF PAST PERFORMANCE: Our suppliers will NOT provide historical data such as invoices for shipments in the past (BL's), invoices from shippers, reports from SGS, lab tests, Performance Bonds, POP's, Contracts, etc.., Or any such document which may be plagiarized or falsified by others.
2ª. The seller after receiving ICPO + RWA + BCL, assess the financial strength of the buyer, at its own expense.
3ª. If the buyer is approved, the vendor will formally "FCO (Full Corporate Offer) or" Draft "(Draft Contract) and will allow the programming to provide the product.
4ª. After the "Contract" signed by the parties, the seller sends the "Invoice (Invoice) to the buyer request the issuance of "LC" (Letter of Credit)*.
#. The "LC" (Letter of Credit) is an agreement whereby a bank, acting at the request of an importer and in accordance with the instructions under the contract, undertakes to make a payment to an exporter against presentation of a series of documents and procedures required within a specified time limit, provided they comply with the terms and conditions of credit. The "LC" in principle may be issued as non-operational and will be activated later in the presentation of "POP" (Proof of Product).
5ª. The seller sends the "2% PBG (Performance Bond) to the security of the buyer. It is a guarantee which ensures that the vendor will comply with the terms of the contract. Typically issued in value of the shipment, in case the vendor break the contract and do not supply the product that was stipulated in the contract. A "PBG 2%" is only enabled after the "LC" (Letter of Credit) issued by the buyer's bank is approved. This approval is made between banks via "SWIFT".
6ª. Payments will be by Irrevocable, LC (Letter of Credit), transferable, confirmed, unconditional, irrevocable, divisible, active, operative and issued by one of the Top 50 World Banks, fits within the Contract. Payments auto rotating 100% will be released to the seller at the destination port via POP, the amount of each BL (Bill of Landing), SGS (Quality Certificate) or equivalent international certification, together with all documents and export procedures as detailed in the contract.
* WARNING *
SAMPLES OR VISITS: Are not available or planned. The ultimate proof of the product is provided by PRIME BANK seller, stating that the same will be delivered according to specifications in the contract.
PROOF OF PAST PERFORMANCE: Our suppliers will NOT provide historical data such as invoices for shipments in the past (BL's), invoices from shippers, reports from SGS, lab tests, Performance Bonds, POP's, Contracts, etc.., Or any such document which may be plagiarized or falsified by others.
Certificate of authority to sell On Seller's Mandate Letterhead
Transaction Code:
Seller's Code:
Commodity: (type of metal)
Form: (dust, nuggets, doré, refined bars)
Bar Size: (indicate bar size)
Hallmark: Internationally Accepted
Purity: (fineness e.g. 99.99% Pure)
Quantity: (?) metric tons with possible rolls & extensions to (?) mT
Origin: (country of origin/export country)
Price: 2nd day fixing, London Bullion Market, on the day of delivery
Discount: Gross (?%) Percent; Net (?%) Percent to the Buyer
Commission: A ___ (?%) Percent Commission will be split as; ___ (?%) Percent to the Sell Side and ___ (?%) Percent to the Buy Side
Payment: Bank-to-Bank, as agreed by Buyer & Seller
Lifts: To be determined by Buyer & Seller Banks
Delivery Terms:
I hereby confirm with full Corporate and Legal responsibility, under penalty of perjury, that I am the seller's mandate (authorized signatory) for the above referenced offer, that I have been authorized by the Selling Party that has Legal Title to the above named transaction to offer this commodity for sale in the International market, that the Commodity/________________ being offered is available and genuine and that the above referenced offer is a bona fide offer. I am aware that it is an International crime to knowingly transmit fraudulent information by facsimile machine or other means of transmission or carrier. I understand that I am civilly and criminally liable under my control as seller's mandate as certified. I am aware that deliberate misrepresentation on my part is fraud and constitutes criminal intent to defraud and that both are subject to fine and/or imprisonment. This copy, either by facsimile or hard copy, shall be deemed to be executed, certified, enforceable and admissible for all purposes as may be necessary under law and the terms of this Certificate and shall be accepted as an original and binding document by all parties involved in this transaction.
The parties shall abide by custom and International Practice. Any dispute arising in this respect, which can not be settled amicably, should be settled in accordance with the rules of conciliation and arbitration of the International Chamber of Commerce, Paris, France (latest revised edition). Proceedings of arbitration shall be held at a Court of the International Chamber of Commerce, in a place decided by the violated party. One or more arbitrators shall be appointed in accordance with the ICC code of practice. Judgment upon the award shall be binding upon the Parties.
PLACE/DATE:
NAME SELLER'S MANDATE:
COMPANY NAME:
COMPANY ADDRESS:
PHONE/FAX NO:
SIGNATURE:
PASSPORT NO:
COMPANY SEAL:
PUBLIC NOTARY WITNESS:
PHONE/FAX NO:
SIGNATURE:
PASSPORT NO:
COMPANY SEAL:
Seller's Code:
Commodity: (type of metal)
Form: (dust, nuggets, doré, refined bars)
Bar Size: (indicate bar size)
Hallmark: Internationally Accepted
Purity: (fineness e.g. 99.99% Pure)
Quantity: (?) metric tons with possible rolls & extensions to (?) mT
Origin: (country of origin/export country)
Price: 2nd day fixing, London Bullion Market, on the day of delivery
Discount: Gross (?%) Percent; Net (?%) Percent to the Buyer
Commission: A ___ (?%) Percent Commission will be split as; ___ (?%) Percent to the Sell Side and ___ (?%) Percent to the Buy Side
Payment: Bank-to-Bank, as agreed by Buyer & Seller
Lifts: To be determined by Buyer & Seller Banks
Delivery Terms:
I hereby confirm with full Corporate and Legal responsibility, under penalty of perjury, that I am the seller's mandate (authorized signatory) for the above referenced offer, that I have been authorized by the Selling Party that has Legal Title to the above named transaction to offer this commodity for sale in the International market, that the Commodity/________________ being offered is available and genuine and that the above referenced offer is a bona fide offer. I am aware that it is an International crime to knowingly transmit fraudulent information by facsimile machine or other means of transmission or carrier. I understand that I am civilly and criminally liable under my control as seller's mandate as certified. I am aware that deliberate misrepresentation on my part is fraud and constitutes criminal intent to defraud and that both are subject to fine and/or imprisonment. This copy, either by facsimile or hard copy, shall be deemed to be executed, certified, enforceable and admissible for all purposes as may be necessary under law and the terms of this Certificate and shall be accepted as an original and binding document by all parties involved in this transaction.
The parties shall abide by custom and International Practice. Any dispute arising in this respect, which can not be settled amicably, should be settled in accordance with the rules of conciliation and arbitration of the International Chamber of Commerce, Paris, France (latest revised edition). Proceedings of arbitration shall be held at a Court of the International Chamber of Commerce, in a place decided by the violated party. One or more arbitrators shall be appointed in accordance with the ICC code of practice. Judgment upon the award shall be binding upon the Parties.
PLACE/DATE:
NAME SELLER'S MANDATE:
COMPANY NAME:
COMPANY ADDRESS:
PHONE/FAX NO:
SIGNATURE:
PASSPORT NO:
COMPANY SEAL:
PUBLIC NOTARY WITNESS:
PHONE/FAX NO:
SIGNATURE:
PASSPORT NO:
COMPANY SEAL:
PROCEDIMENTOS E CONDIÇOES PARA A VENDA DE MINÉRIO DE FERRO
CONDIÇÕES:
Os dados que identificam a empresa e seus proprietários; só serão fornecidos ao propenso comprador que cumprir todas as condições aqui previstas.
O propenso comprador deverá formalizar intenção de compra por meio de documento timbrado assinado por legítimo procurador devidamente reconhecido em cartório com cópia da procuração anexa.
O contrato de parceria com vendedores ligados direto ao vendedor e ao comprador e com os intermediários deverá ser assinado no inicio das negociações e devidamente reconhecido através de documento pelo proprietário da mineradora (vendedor) e pelo propenso comprador através do seu representante legal. (o modelo destes documentos serão apresentados pelo representante direto do vendedor).O representante direto do vendedor bem como o intermediador a ele ligado não assumirá quaisquer despesas na primeira fase da negociação, que vai até a efetiva apresentação do comprador aos proprietários da mineradora, arcando na fase seguinte apenas com suas despesas pessoais.As partes assinarão contrato de confidencialidade antes da apresentação formal da mineradora e de seus proprietários.O representante legal da mineradora para a transação de venda se reserva no direito de abrir negociação com quantos interessados se apresentarem para o negócio.
Será reconhecido como prioritário para a compra da referida mineradora o promitente comprador que primeiro atender às condições aqui estabelecidas.
Preço: USD XXX.XXX.XXX,XX ela.
Os dados que identificam a empresa e seus proprietários; só serão fornecidos ao propenso comprador que cumprir todas as condições aqui previstas.
O propenso comprador deverá formalizar intenção de compra por meio de documento timbrado assinado por legítimo procurador devidamente reconhecido em cartório com cópia da procuração anexa.
O contrato de parceria com vendedores ligados direto ao vendedor e ao comprador e com os intermediários deverá ser assinado no inicio das negociações e devidamente reconhecido através de documento pelo proprietário da mineradora (vendedor) e pelo propenso comprador através do seu representante legal. (o modelo destes documentos serão apresentados pelo representante direto do vendedor).O representante direto do vendedor bem como o intermediador a ele ligado não assumirá quaisquer despesas na primeira fase da negociação, que vai até a efetiva apresentação do comprador aos proprietários da mineradora, arcando na fase seguinte apenas com suas despesas pessoais.As partes assinarão contrato de confidencialidade antes da apresentação formal da mineradora e de seus proprietários.O representante legal da mineradora para a transação de venda se reserva no direito de abrir negociação com quantos interessados se apresentarem para o negócio.
Será reconhecido como prioritário para a compra da referida mineradora o promitente comprador que primeiro atender às condições aqui estabelecidas.
Preço: USD XXX.XXX.XXX,XX ela.
CONTRACT FOR WHITE SUGAR
CONTRACT AGREEMENT is made and entered into this 1st day of May. 26th 2009, by and between:
SELLER:
MR.
Ph: -----------------------
FAX: -------------------------
Email:
BUYER:
Mr.:
Ph:
Email:
HEREAS, Seller hereby agrees and makes an irrevocable, firm commitment to sell and deliver Three
hundred thousand (300,000) Metric Tons (+/- 5% at Seller’s option) Twenty Five thousand Metric Tons
(25.000 MT) each shipment of White Refined Sugar with Maximum 45 ICUMSA RBU under the terms
and conditions contained herein.
HEREAS, Buyer hereby agrees and makes an irrevocable, firm commitment to buy Three hundred
thousand (300,000) Metric Tons (+/- 5% at Seller’s option) Twenty Five thousand Metric Tons (25.000
MT) each shipment of White Refined Sugar with Maximum 45 ICUMSA RBU under the terms and
conditions contained herein.
ND WHEREAS, each of the officers executing respectively on behalf of the Seller and the Buyer herein
each represent that he has the full authority to execute this Contract and that the Buyer and Seller hereto
each agree to be bound by the terms and conditions stated herein;
ARTICLE 1. PRODUCT DESCRIPTION AND SPECIFICATIONS:
1.1 White Refined Cane Sugar with minimum polarization degree 99.8 degrees, as sound and fit for human
consumption, free running with regular fine granulation as defined. Specifications shall correspond completely to
the Certificate of Inspection by Société Générale de Surveillance or analogous organization at the port of loading
(hereinafter referred to as “SGS”) or equivalent. The product shall be in complete compliance with the Codex
Alimentarius code of food standards as per certificates of SGS. The Certificate shall state that the product conforms
WWA
2 to the following specifications of quality as Internationally recognized:
COMMODITY: WHITE REFINED SUGAR ICUMSA 45 RBU presented in bags.
SPECIFICATIONS
POLARITY at 20ºC: 99.80º Minimum
SULPHATED ASH CONTENT: 0.04% Maximum by Weight
MOISTURE: 0.04% Maximum by Weight
MAGNETIC PARTICLES: mg/kg 4
SOLUBILITY: 100% Dry & free flowing
GRANULOMETRY: 0.55 - 0.70 Am/mm
ICUMSA: Color 45 ICUMSA attenuation index Units (Method #10-1978) Maximum AS: 1 P.P.M.
COLOUR: Brilliant White
REDUCING SUGAR: 0.05% Maximum in Dry Mass
RADIATION: Normal w/o presence of cesium or iodine SO2: mg/kg 70
HEAVY METALS, TOXIC ELEMENTS Maximum mg / kg basis
ARSENIC 0.50 CADMIUM 0.05 COPPER 1.00
LEAD 1.00 MERCURY 0.01 ZINC 3.00
PESTICIDE TRACES Maximum mg / kg basis
DDT 0.005 PHOTOXIN 0.01 HEXACHLORAN GAMMA ISOMER 0.005
MICROBIOLOGICAL LIMITS
PATHOGENIC BACTERIA including SALMONELLA per 25 gram: Nil. Bacillus per gram: Nil
1.2 The White Sugar shall be packed in 50 Kg. Net Wgt./50.172 Kg. Gross Wt. Poly-lined New Jute Bags. Each bag
shall be secured by tape to assure the safety of the commodity during ocean transport. Bags shall be branded in
indelible ink or paint in the English language bearing marks: Made in “Country”; White Refined Sugar; Net Wt:
50.0 kg; Crop Current; 32 Bags per sling of 1600 Kg. On each vessel, Seller shall at Seller’s expense supply two (2%)
percent of each shipment in empty bags of the same specifications.
1.3 The Seller guarantees on his account and at the risk of Buyer’s right of refusal of shipment unless each
shipment of white refined sugar shall be provided with a Certificate from SGS confirming Quantity, Quality,
Weight, and Loading as inspected at the sources of origin and/or at the port of loading, and such certificates shall
be provided at Seller’s expense, and shall be final and binding for both parties.
1.4 The Seller shall at their cost appoint SGS to draw and seal four (4) representative composite samples from each
vessel at the port of loading. One sealed sample shall be delivered to the Vessel Master; one sealed sample shall be
delivered to the Seller; one sealed sample shall be delivered to the Buyer; and one sealed sample shall be retained
by SGS as an impartial representative Product sample.
1.5 Origin of the White Cane Sugar is Brazil.
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ARTICLE 2. PURCHASE AND SALE PRICE, & TERMS OF PAYMENT:
2.1 The Seller shall sell, and the Buyer shall buy Twenty Five Thousands (25.000) Metric Tons. (+/- 5% at Seller’s
option) of White Refined Sugar with Maximum 45 ICUMSA at the following price of U.S. Dollars:
US Dollars $ (????) Four Hundred and Ten US Dollars per metric ton of 25.000 M/T each
shipment CIF, UM-QASER PORT-IRAQ AS A TRIAL SHIPMENT.
2.2 Rights of first refusal of rollovers of this Contract are hereby granted to the Buyer to the amount of (25,000 MT)
Twenty Five Thousand Metric Tons (10,250,000/- USD) (Ten Million Tow Hundred Fifty Thousand US Dollars)
2.3 The total value of this Contract shall be (?????/- USD) (???? Million US
Dollars).
2.4 The Buyer pay the total amount due hereunder this Contract to the Seller’s Nominated bank account with
payment to be effected in the United States Dollars by Irrevocable Transferable divisible letter of Credit issued
from the buyer’s bank in IRAQ (North Bank/ Baghdad)to the seller’s bank
2.5. The Seller shall pay all bank charges and expenses, including reimbursement charges, if any, imposed by the
issuing bank for the establishment and issuance of any financial instruments.
ARTICLE 3. PRODUCT DOCUMENTATION PER LIFT
3.1. After shipment and delivery of the White Sugar, Seller shall obtain, transmit, and lodge the following
documents at the Seller’s Bank, in each case in a form satisfactory to the Seller’s Bank:
A) 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;
B) Three (3) original & three (3) non-negotiable photocopies of Clean on Board Bill(s) of
lading (hereinafter known as “B/L”), marked “Freight Prepaid” as per charter party contract
Inclusive of All Costs as per Charter Party Contract to the port of discharge, issued “to the
order of Seller” and “Notify” signed by the master of the vessel and/or the issuing authority.
The B/L shall show the vessel’s name, the Vessel Master’s name, Telephone Number, Fax
Number, and confirmation of the Loaded Quantity. Charter party bill(s) lading acceptable, in
which case the bill of lading is to indicate the name of the vessel, vessel owner’s name and
address; and
C) Packing list in one (1) original and three (3) photocopies, indicating gross & net weight of
each bundle; and
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D) Certificate of Weight (which indicates net weight, date and place of issuance), Grade,
Quality, and Condition issued by SGS or analogous organization at the sources and/or at the
port of loading, one (1) original and three (3) photocopies; and
E) Certificate of Origin, issued by or endorsed by the relevant government authority or the
Chamber of Commerce from the Country of Origin, one (1) original and three (3)
photocopies; and
F) Phyto sanitary Certificate issued by SGS or issued and endorsed by the local authorized
government agency, which declares the Sugar is fit for human consumption, and certifies the
Sugar being shipped is free of quarantine pests and generally conforms to the Phyto sanitary
requirements of the Country of destination, one (1) original and three (3) photocopies; and
G) Loading Supervision Certificate issued by SGS certifying that the correct shipment has
been loaded on board the vessel, and an Official Stowage Examination Certificate issued by
SGS stating that vessel holds stowage areas were duly examined prior to load and are found
substantially clean and free from rust scale and residue, weevils and live insects and suitable
to store or carry bagged sugar intended for use as an edible product, one (1) original and
three (3) photocopies; and
H) Certificate of Radiation level issued or certified by SGS declaring the product radiation
level as normal, one (1) original, and one (1) photocopy; and
I) Stowage Plan, three (3) photocopies; and
J) Seller’s notarized statement that commercial invoice has NOT been included with the
shipment of the goods, one (1) original; and
K) Crop Certificate confirming the product is Fresh from the latest Harvest Season and the
year of production is not earlier than May.2008, Fit for Human Consumption; and the stock is
of Fair and Merchantable Quality, one (1) original and three (3) photocopies; and
L) Shipping Company Statement confirming that in one (1) original and three (3)
photocopies:
a) Copy of the Bill of Lading, Phyto sanitary Certificate, and Certificate of Origin were
delivered to the care of the Vessel Master, and
b) 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.
3.2 All documents listed in Article 3.1 shall be delivered via Bank courier from the Seller’s bank to the Buyer’s
bank. All documents listed in 3.1 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.
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ARTICLE 4. BASIS OF DELIVERY AND SHIPMENT:
4.1 The basis of delivery and shipment shall be the first shipment for Twenty Five Thousand Metric Tons (25.000
MT) in one vessel within 45 days after receiving of the bank guarantee by seller’s bank.. Rest of the shipments
shall be on the basis of one (1) Vessel of Twelve Thousand and Five Hundred (1 X 25,000 MT) metric tons each
month after receipt buyer’s bank commitment letter payment instrument for the total amount $ (10,250,000/- USD)
(Ten Million and Tow Hundred Fifty Thousand US Dollars) for the first shipment to be paid divisible & revolving
up to 12 shipment of delivery. The Total Quantity of the White Sugar delivered shall be Three Hundred thousand
(300,000) Metric Tons (+/- 5% at Seller’s option).
4.2 Buyer shall have the right to change the destination port(s) provided notification of any change is given at least
thirty (30) days prior to scheduled shipment date. Buyer may designate open or multiple destination port(s).
4.3. The total delivered and shipped quantity of this Contract shall be finally determined and verified by the
Certificates issued by the inspecting authority, and by the collective weight total of the Bill(s) of lading of all
shipments delivered and shipped during the Contract period.
ARTICLE 5. TERMS OF DELIVERY:
5.1 The date of the B/L shall be considered the date of the shipment and delivery. Third party B/L shall be
acceptable.
5.2 The shipment and delivery shall initiate within 45 days at Seller’s option, after receipt of notice from the
seller’s bank to Seller confirming Buyer’s SWIFT issuance of the financial instrument is in strict accordance with
the terms and conditions of this Contract.
5.3 The Vessel shall not load any other cargo. No under-load or a float cargo is acceptable.
5.4 The Chartered vessel must be classified as 100-A-1 in the Lloyd’s Register or be of equivalent classification.
Vessel shall be seaworthy, in good general technical condition of less than twenty (20) years or Seller will bear the
premium for excess coverage costs. Vessel shall carry the flag of a neutral country.
5.5 Terms and conditions of the Sugar Charter Party should comply with the terms and conditions as contained
herein. Should any terms or conditions of the Sugar Charter Party conflict with this Contract, the terms and
conditions within this Contract shall prevail.
5.6 The payment of all export licenses, expenses, taxes, duties, loading charges, or any other expense of the loading
country will be for Seller’s account unless other agreements specify differently.
5.7 All import expenses including but not limited to: import taxes, levies, any other duties, tariffs, commercial
invoices, applicable taxes, consular fees, customs, import clearance, any necessary documentation imposed by the
country of destination, discharging and any related expenses at discharge port are for the account of the Buyer, and
are the sole responsibility of the Buyer.
5.8 The Buyer shall provide a certificate endorsed by the Principal of the Buyer warranting that the Buyer
guarantees at his own expense and at the risk of penalty to have proper import permission arranged prior to vessel
departure. All damages caused by the Buyer’s failure to secure Import permission after the vessel has departed the
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loading port, shall cause the Buyer to pay a penalty of 100% of the cargo value.
5.9 Buyer shall guarantee a minimum of twelve (12.0) meters salt-water draft on arrival of discharge vessel
throughout the entire water passage from the anchorage/waiting area to the berth at discharge including
approaches to the anchorage/waiting area.
5.10 INSURANCE: Any Insurance shall be for the Seller’s account, and is the sole responsibility of the Seller.
ARTICLE 6. TRANSPORT CONDITIONS:
6.1 The Seller shall advise the Buyer of the Chartered vessel’s name, registration number, and flag fifteen (10) days
prior to the vessel’s completion of loading.
6.2 Within forty-eight (48) hours after the vessel’s departure from the port of loading, the Seller’s shipping agent
shall advise the Buyer by way of Telex/Fax/Cable/Email indicating: the Vessel’s sailing date; the name of the
nominated vessel and steamship company; reference, telephone numbers of the shipping company or agents; name
of ship’s captain; tonnage, length and height of higher portion of vessel; Ocean Bill of Lading Number; Contract
Number; the flags of the vessel; net quantity loaded; number of hatches; number of cargo chambers; particulars of
the vessel’s readiness to effect cargo operations through all hatches; and Estimated Time of Arrival (hereinafter
known as “ETA”) at the discharge port.
6.3 Buyer is responsible for commodity discharge. All supervision charges at the port of unloading are for Buyer’s
account.
6.4 The vessel’s master is to advise the Buyer’s agent at the port of discharge of the vessel’s name, date of expected
arrival, vessel’s capacity, number of cargo chambers, quantity loaded per cargo chamber, and the particulars of the
vessel’s readiness to effect cargo operation through hatches and ETA.
6.5 The vessel carrying cargo shall have fast speed. It shall not call at any port for taking additional and / or other
cargo but shall proceed from the port of shipment to the port of destination directly.
6.6 We undertake to airmail to the Buyer a copy of the relevant Charter Party within six (6) days of shipment so as
to ensure its receipt before the arrival of the ships.
6.7 Seller shall provide written alert to Buyer within twenty-four (24) hours after receipt of notice that vessel
transporting Commodity has experienced damage, peril, loss, breakdown, or accident. If Seller receives proper
notice, Seller’s failure to provide notice shall make same liable for damages and/or loses suffered by Buyer.
6.8 The vessel’s master or the Vessel’s agents shall give twenty (20) and seven (7) day provisional notice; and
seventy-two (72), thirty-six (36), and twenty-four (24) hour final notice of vessel’s estimated time of arrival at the
port of destination to the (MOT/SFSC’s) agent at the port of discharge.
6.9 Such notices shall be effected during normal business hours, and whether ship is in depth or not (WIDON),
whether in berth or not (WIBON). Vessel is entitled to give notice of readiness (NOR) on arrival at the anchorage/
waiting area for the nominated discharge port/berth whether or not the anchorage/ waiting area is in the same port
district and lay-time to commence as per lay-time clause stated.
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6.10 Buyer confirms by his execution of this Contract that Seller shall have free access to the port upon vessel’s
arrival and submission of NOR. In the event free access is not available at the port upon vessel’s arrival and
submission of NOR, Buyer bears full responsibility for all expenses incurred by Seller up to and including the
cargo’s value.
6.11 Lay time shall commence from 1300 hours, if vessel notice of readiness to discharge is given prior to 1200
hours/noon, and from 0800 hour of the next working day if notice is given after 1200 hours/noon. Buyer is
responsible for the commodities’ discharge and any Saturdays, Sundays and/or holidays are excluded, even if used.
Time to start counting after tendering valid (NOR), which may be written, telexed, or cabled on arrival at the
anchorage/waiting area for the nominated discharge port/berth whether or not this anchorage/waiting area is in the
same port district and lay-time to commence as per lay-time clause stated.
6.12 The discharge rate shall be one thousand five hundred (1,500) Metric Tons per weather working day of twentyfour
(24) consecutive hours on the basis of four (4) operational hatches, four (4) operational hooks, and four (4)
gangs. The times from 1700 hours on Friday to 0800 hour on Monday and from 1700 hours on the day preceding to
0800 hours on the day succeeding any Saturdays, Sundays, and/or holiday are excluded, even if used (SSHEX),
WIBON, whether in port or not (WIPON), whether in free practice or not (WIFPON), whether customs cleared or
not (WCCON). Vessel hatch opening and closing shall be performed under crew responsibility, control, and
account. Discharge rate shall be prorated if less than four (4) hooks are operational.
6.13 Should the vessel be discharged at a rate greater than the average, the Seller shall pay to the Buyer speed of
dispatch at a rate of one-half of the rate of the governing Charter Party for demurrage of all working time saved.
Demurrage and/or speed of dispatch shall be calculated on the basis of actual Vessel Master certified recorder time
sheets and statement of facts.
6.14 Should the vessel be discharged at a rate less than the average, the Buyer should pay to the Seller demurrage at
the rate of the governing Charter Party per metric ton per running day and the pro-rata share for any portion of any
such running day. If required under the terms of the Charter Party, Buyer shall place in escrow the necessary
deposit required to meet anticipated port specific demurrage charges.
6.15 It is agreed that the demurrage or speed of dispatch be settled by the Buyer and the Seller within three (3)
International banking days from receipt of the vessel’s master invoice. Vessel master shall issue master invoice
within six (6) standard business hours.
6.16 Lighter age /Lightening, due to insufficient draft shall all be for the Buyer’s account. All lighter age operations
shall be conducted under the Vessel Master’s approval and supervision.
6.17 If Buyer fails to pay demurrage charges for any shipment under this Contract, Seller shall, without incurring
default under this Contract, have the right to delay or terminate further shipment(s) until any past due demurrage
is paid by unconditional SWIFT wire transfer.
6.18 Should the vessel be required to shift from one berth to another at port of discharge, the expense in shifting
shall be for the Buyer’s account. Actual time utilized in moving from the anchorage/waiting area to berth not to
count as lay-time unless vessel is already on demurrage. If vessel is unable to proceed to berth when available due
to tide, pilot/tug availability, port authority restrictions, and/or other reasons beyond owner’s control, time to count
as lay-time until vessel is underway to berth.
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6.19 Buyers and their cargo receivers are fully responsible for arranging all necessary import/custom formalities
including import license as well as arrangement for taking delivery of cargo prior vessel’s arrival at discharge port.
In the event the Buyer’s/Cargo receivers fail to make such arrangement prior to vessel’s arrival, including
incomplete import formalities, or no storage facilities, or no transport arrangements, or in the event customs or port
authorities do not allow discharge to commence or halt discharge due to Buyer’s or their cargo receivers’ failure to
arrange or complete these formalities the Buyer’s must pay the demurrage and any other associated costs, including
but no limited to shifting costs incurred to the Seller’s/Vessel’s Owner’s before discharging can commence or can
recommence.
ARTICLE 7. PROCEDURES AND TIMING:
7.1 Seller issues draft Contract. Not later than the close of business Vitoria-Brazil on May 26th, 2009, Buyer shall
sign and return the Formal Contract by facsimile to Seller or by email (E-Mail: @yahoo.com / @gamil.com),
accepting all the terms and conditions of the draft Contract along with complete banking coordinates. Seller
returns executed contract via facsimile or email to Buyer.
7.2 For issuance irrevocable confirm and activated letter of credit (L/C) in strict and directly. The Seller will be cash
to Buyer ($ 250.000/- USD) within (3 Three working Days From the Date of Signing this Contract) and issuing Bank
Guarantee of cash deposit (%3.5, as %3 Buyer Bank Charge & %0.5 Stamp Charge- $ 4,305,000/- USD) Plus (2%
Confirmation Charges 2,460,000/- USD) the total will be (6,765,000/- USD) to NATIONAL BANK OF DUBAI
(account number: 0148357822, A/C Name: AL-JARRAH TRADE FZE within Seven (7) banking days from the
signing date of this contract this Amount will be release after activated the LC For of Refined Sugar Cane. The
buyer must activate the L/C for the shipment within seven (7) international banking days from the date of
Receiving the Bank Guarantee.
7.3 release the 90% from the total amount of (L/C) after testing the quality acceptance of the goods by (Iraqi
Ministry of Trade (MOT)/ State of Food Stuff Company (SFSC) and after receiving the amount within 6 Six
working days) & 10 % after check the quantity & receive MOT’s written approval & readiness to pay within 15
Fifteen working days.
7.4 Shipment and delivery commence in good and true order in strict compliance with this Contract.
ARTICLE 8. CONDITIONS ON THE OBLIGATIONS OF SELLER AND BUYER:
Save and except as specifically provided for herein, the Buyer or Seller’s failure to perform in a timely manner any
of the obligations hereunder, including without limitation, any step in the sequence described in Article 7 hereof,
shall relieve the other party of its obligations hereunder with respect to the shipment affected by such a breach.
Both parties agree and acknowledge that, in constructing this provision, time is of the essence.
ARTICLE 9. FORCE MAJEURE:
9.1 Neither the Seller nor the Buyer shall be responsible for a breach of this Contract caused by the acts of God,
insurrection or civil disorder, war or military operations, national or local emergencies, acts or omissions of
government, highway authority or other competent authority, fire, lightening, explosion, floods, subsidence,
inclement weather, acts or omissions of persons or bodies for whom the Seller is not responsible, or any other
9
cause beyond the Seller’s control.
9.2 Neither Party shall be responsible in damages or otherwise for any failure of performance of this Contract, if
such failure results from Force Majeure. The Parties hereby agree to accept the provisions of the Force Majeure and
Hardship documents as published by the International Chamber of Commerce, Paris.
9.3 Buyer shall be solely responsible for obtaining any and all necessary import licenses, permits, quotas, taxes or
levies required by any port of destination. Failure to obtain such shall not be sufficient grounds for Force Majeure
and Seller shall be not prevented from drawing against Buyer for the value of the goods it is attempting to deliver.
9.4 If any government authority at the country of destination imposes anti-dumping penalties, this Contract is
subject to renegotiation.
ARTICLE 10. NOTICES:
10.1. The parties hereby agree that any and all notice or other communication provided for, required, permitted, or
with respect to this Contract shall be in writing, and shall be deemed sufficiently given and effective on the tenth
(10) business day after dispatch by Air Courier Service, Certified or registered mail to the respective addresses of
each party as set forth herein, or, as either party, from time to time, shall notify the other in writing sent in the
same manner as herein provided. Until delivery of fully executed hard copy originals, facsimile copy of notices is
the operative instrument, shall be deemed an original, and is legally valid and binding upon the parties hereto and
their respective legal representatives, successors and assigns and shall be admissible as evidence in any proceeding
relating to the subject of this Contract.
10.2. A stamped receipt issued by a country’s authorized post office for registered mail shall be presumptive
evidence of deposit in the mail, and also a receipt signed by a responsible person for the recipient party or courier
shall be presumptive evidence of actual delivery.
ARTICLE 11. CONTRACT PERFORMANCE:
11.1. The Seller will Cash deposited of two point two percent (2.2%) for the trial shipment of twenty
five Thousands (25.000) MT of White Sugar Cane to the Buyer shall receive on the maturity date of
the Buyer's financial instrument a non-delivery penalty equal to Five percent (5%) of the purchase
price per unit.
11.2. Any claim on the margin the event of the Seller’s delivery default - the margin - must be accompanied by a
copy of the L/C Letter for the Total Contract amount issued, together with the acceptance telex From the Seller's
bank. The margin is subject to Force Majeure clauses of the ICC publication 500, Article 17.
ARTICLE 12. CONTRACT ARBITRATION:
12.1. The parties shall amicably settle any disagreements, controversies, claims, or disputes, which may arise
between them hereunder. All parties agree that in the event that either of the parties hereto defaults on any clause
of this Contract, the non-defaulting party shall send to the non-performing party a written notice of default within
thirty- (30) days of the said default. The defaulting party will then have a twenty-one (21) day correction period to
correct the default. Claims are considered accepted if the defaulting party fails to reply within the twenty-one (21)
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day correction period. With no exceptions, including force Majeure, such notice will not be accepted after sixty-
(60)-days.
12.2. In case the disagreement, controversy, claim, or dispute cannot reach an amicable resolution within fifty (50)-
calendar days, then the issues in question shall be finally settled under the rules of conciliation and arbitration of
the International Chamber of Commerce of Paris, France by one or more arbitrators appointed in accordance with
the said rules. These findings shall be final for both parties. The non-performing party shall pay the arbitration
fee. The official language for any legal proceedings shall be the English language.
12.3. Product quality in strict compliance with (Article 1.1) quantity, packing, and/or weight claims must be
supported by full government inspection declaration in the country of origin, and SGS survey report at the country
of origin. The Seller shall not accept all claims submitted without these certified documents.
ARTICLE 13. BANKING INFORMATION:
13.1. If any Party associated with the Buyer, save and except the bank officers representing the Buyer and the
Seller, should make any unauthorized contact with the bank of the Seller, such contact shall be considered
interference with this Contract, and shall at the option of the Seller terminate the Contract forthwith. The injured
Party, who will be entitled to file legal proceedings against the interfering Party at the International Chamber of
Commerce, will charge the interfering Party with the loss of profits on this transaction Paris, France, to recover
their losses.
Buyer’s Bank:
Name of Buyer’s Bank: NATIONAL BANK OF DUBAI.
Address: P.O BOX 777 DUBAI
City/Country: DUBAI - UAE.
A/C#:
A/C Name:
Bank Contact:
Website:
The L/C shall be opened to seller to Bank Details as Following:
Seller’s Bank:
Name of Seller’s Bank:
Branch:
City/Country:
Bank Phone:
A/C#:
A/C Name:
13.2. For this Special Project Contract, Natural Health Resources, Inc. has established a bank account
specifically and especially for this business. Only action for the specific steps of Article 7 of this Contract will be
authorized for contact by the party’s banks. The Party’s hereto agree that Bank Interference would be any
unauthorized communication or inquiry, whether written or oral. Except with prior written consent, there shall be
NO unauthorized communication made to either party’s respective Bank accounts and/or bank officers. Such
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unauthorized communication shall be subject to immediate penalty declaration by the injured party. In the event
there is any interference with the party’s Banks, the aggrieved party will immediately consider this contract in
default and all penalty clauses shall be declared to be immediately effective without protest.
ARTICLE 14. NON-CIRCUMVENTION / NON-DISCLOSURE:
14.1. The Parties hereto hereby confirm and agree that according to the provisions of the International Chamber of
Commerce, Paris, France for non-circumvention and non-disclosure with regard to the parties hereto and their
respective associates, subsidiaries, employees, agents, and consultants will not make any covert contact with, deal
with, or otherwise invoice any transaction with any individual, buyer, seller, broker, trader, corporation,
organization, company, or firm introduced by another of the Parties hereto, separately or individually, except in
cooperation with each other.
14.2. By executing this Contract, each of the Parties hereto, separately and individually and their respective
associates, confirms that any corporation, organization, firm, company, or individual of which the Parties hereto is
party to, member of, principal or agent of, employee, or otherwise would benefit financially form an association
with, is bound by this Contract.
14.3. The Parties hereto hereby confirm that the identities of individuals, buyer, sellers, brokers, traders,
corporations, organizations, companies, or firms are currently the property of the introducing parties hereto and
shall remain so for the duration this Contract and for a period of five (5) years thereafter. The Parties hereto hereby
agree to keep confidential the names of any individuals, buyers, sellers, brokers, traders, corporations,
organizations, companies, or firms introduced by any of the parties hereto or their associates, such identity shall
remain confidential during the applicable transactions, during the duration of this Contract and for a period of five
(5) years thereafter.
ARTICLE 15. GENERAL CONTRACT PROVISIONS
15.1. Each party represents that it has understood all of the terms and conditions of this Contract and that it has
received the advice of legal counsel with respect to this Contract, or has waived the benefit thereof.
15.2. This Contract contains the entire agreement between the parties hereto, shall solely control the term of
Purchase and Sale of the White sugar hereunder, and supersedes all previous promises, understandings,
representations, warranties, and agreements, in each case whether oral or written, between the parties. Any
contrary, different, or added terms in any purchase order, Contract, sales acknowledgment, or other documentation
of either party are null and void, shall have no effect, and this Contract shall override any such documentation.
15.3. The Article headings have been inserted herein solely for convenience and reference and shall not be
construed to affect the meaning, effect, or construction hereof. The words “herein,” “hereof,” and “hereto,” when
used in this Contract, refer to this Contract in its entirety. Words in the singular include the plural and words in the
plural include the singular, according to the requirements of the context. Words importing a gender include all
genders.
15.4. The payment of all licenses, expenses, taxes, duties, charges, or any other expense imposed shall be the sole
obligation of the liable Party.
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15.5. This Contract may not be amended, terminated, supplemented, renewed, extended, waived, or modified in
any respect unless by mutual written consent by both parties hereto.
15.6. This Contract shall follow the body of law applicable to international Contracts as described in publications
by the International Chamber of Commerce, Paris, France including INCOTERMS.
15.7. All communications regarding this Contract shall be in the English language.
15.8. Each of the parties shall cooperate fully with one another and shall perform all acts, submit all information,
execute, deliver, file, and record such further and additional documents and instruments that the other party may
reasonably request to effect and more completely to carry out the terms and conditions of this Contract.
15.9. The facsimile copy of the Contract is the operative instrument, shall be deemed an original, and is legally
valid and binding on the parties hereto. Any alteration, either written or typed, shall prevail after initial
acknowledgment by both parties. No mail confirmation will follow.
15.10. Both Parties hereto agree that this Contract is made and effective on exchange of countersigned copy by
facsimile. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument Until receipt of fully executed hard copy
originals, this facsimile copy of the Contract is the operative instrument, shall be deemed an original, and is legally
valid and binding upon the parties hereto and their respective legal representatives, successors and assigns and
shall be admissible as evidence in any proceeding relating to the subject of this Contract. Any alteration of the
Contract, either written or typed, shall prevail after initialed and notarized consent by both parties.
15.11. The parties hereto mutually acknowledge and agree that they have no legal relationship to one another other
than as provided herein, and that nothing in this Contract shall constitute or create a Joint Venture, Consortium,
Partnership, Agency, formal business organization of any kind, or any other form of business arrangement or
organization. Each party hereto is acting independently and not as an agent or partner of the other for any purpose
whatsoever, and neither shall have the authority to bind the other party or to make any commitments of any kind
for or on behalf of the other party.
15.12. The Parties relationship by this Contract shall be on a non-exclusive basis. It is specifically understood and
agreed that either Party may conduct transactions with other persons or entities that are similar or identical to the
transaction referred to in this Contract and may otherwise carry on any other business that it desires.
15.13. This Contract shall be binding upon, and shall inure to the benefit of the Parties and their heirs, successors,
and assigns, however, neither party may assign this Contract or any right or obligation hereunder to any person or
entity without the written consent of the other Party.
15.14. If any provision in this Contract is held to be invalid or unenforceable on any occasion in any circumstance,
such holding shall not be deemed to render the provision invalid or unenforceable on any other occasion or in any
other circumstance nor to render any other provision hereof invalid or unenforceable, and to that extent the
provisions of this Agreement are sever able; provided, however, that this provision shall not preclude a court of
competent jurisdiction from refusing so to sever any provision if severance would be inequitable to one or more of
the Parties.
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N WITNESS WHEREOF, the parties hereto declare that they have read and understood this
Contract and are fully aware of the interpretation of all of the provisions, terms, and conditions herein and
further that they have signed by their hand below, and have accepted and approved all covenants, terms,
and conditions of this Contract. This Contract consists of Fourteen (14) pages.
e,are HASANAIN LUTFEE FADHEL – EXPORT & IMPORT TRADE OFFICE – BAGHDAD - IRAQ
/ Baghdad Office, hereby with full corporate responsibility and with the power vested in its officer Accept,
Confirm, and agrees to abide by this Contract:
AUTHORIZED BUYER’S OFFICER’S
BUYER: HASANAIN LUTFEE FADHEL – EXPORT & IMPORT TRADE OFFICE – BAGHDAD - IRAQ
Mr.: HASANAIN L. FADHEL AL JARRAH.
Signature: ___________________________________________ Dated: May.26th 2009
Authorized Officer:
e, are -------------------------------------------), hereby with full corporate responsibility and with the power vested in
its officer Accept, Confirm, and Agree to abide by this Contract:
AUTHORIZED SELLER’S OFFICER’S
SELLER:
MR.
Signature: ____________________________________________ Dated: May.26th 2009
Authorized Officer
PLEASE NOTE: Execution Deadline Term. This Contract shall be of no force or effect unless executed by both
parties hereto not later than the close of business in Vitoria-Brazil on May. 26th 2009
SELLER:
MR.
Ph: -----------------------
FAX: -------------------------
Email:
BUYER:
Mr.:
Ph:
Email:
HEREAS, Seller hereby agrees and makes an irrevocable, firm commitment to sell and deliver Three
hundred thousand (300,000) Metric Tons (+/- 5% at Seller’s option) Twenty Five thousand Metric Tons
(25.000 MT) each shipment of White Refined Sugar with Maximum 45 ICUMSA RBU under the terms
and conditions contained herein.
HEREAS, Buyer hereby agrees and makes an irrevocable, firm commitment to buy Three hundred
thousand (300,000) Metric Tons (+/- 5% at Seller’s option) Twenty Five thousand Metric Tons (25.000
MT) each shipment of White Refined Sugar with Maximum 45 ICUMSA RBU under the terms and
conditions contained herein.
ND WHEREAS, each of the officers executing respectively on behalf of the Seller and the Buyer herein
each represent that he has the full authority to execute this Contract and that the Buyer and Seller hereto
each agree to be bound by the terms and conditions stated herein;
ARTICLE 1. PRODUCT DESCRIPTION AND SPECIFICATIONS:
1.1 White Refined Cane Sugar with minimum polarization degree 99.8 degrees, as sound and fit for human
consumption, free running with regular fine granulation as defined. Specifications shall correspond completely to
the Certificate of Inspection by Société Générale de Surveillance or analogous organization at the port of loading
(hereinafter referred to as “SGS”) or equivalent. The product shall be in complete compliance with the Codex
Alimentarius code of food standards as per certificates of SGS. The Certificate shall state that the product conforms
WWA
2 to the following specifications of quality as Internationally recognized:
COMMODITY: WHITE REFINED SUGAR ICUMSA 45 RBU presented in bags.
SPECIFICATIONS
POLARITY at 20ºC: 99.80º Minimum
SULPHATED ASH CONTENT: 0.04% Maximum by Weight
MOISTURE: 0.04% Maximum by Weight
MAGNETIC PARTICLES: mg/kg 4
SOLUBILITY: 100% Dry & free flowing
GRANULOMETRY: 0.55 - 0.70 Am/mm
ICUMSA: Color 45 ICUMSA attenuation index Units (Method #10-1978) Maximum AS: 1 P.P.M.
COLOUR: Brilliant White
REDUCING SUGAR: 0.05% Maximum in Dry Mass
RADIATION: Normal w/o presence of cesium or iodine SO2: mg/kg 70
HEAVY METALS, TOXIC ELEMENTS Maximum mg / kg basis
ARSENIC 0.50 CADMIUM 0.05 COPPER 1.00
LEAD 1.00 MERCURY 0.01 ZINC 3.00
PESTICIDE TRACES Maximum mg / kg basis
DDT 0.005 PHOTOXIN 0.01 HEXACHLORAN GAMMA ISOMER 0.005
MICROBIOLOGICAL LIMITS
PATHOGENIC BACTERIA including SALMONELLA per 25 gram: Nil. Bacillus per gram: Nil
1.2 The White Sugar shall be packed in 50 Kg. Net Wgt./50.172 Kg. Gross Wt. Poly-lined New Jute Bags. Each bag
shall be secured by tape to assure the safety of the commodity during ocean transport. Bags shall be branded in
indelible ink or paint in the English language bearing marks: Made in “Country”; White Refined Sugar; Net Wt:
50.0 kg; Crop Current; 32 Bags per sling of 1600 Kg. On each vessel, Seller shall at Seller’s expense supply two (2%)
percent of each shipment in empty bags of the same specifications.
1.3 The Seller guarantees on his account and at the risk of Buyer’s right of refusal of shipment unless each
shipment of white refined sugar shall be provided with a Certificate from SGS confirming Quantity, Quality,
Weight, and Loading as inspected at the sources of origin and/or at the port of loading, and such certificates shall
be provided at Seller’s expense, and shall be final and binding for both parties.
1.4 The Seller shall at their cost appoint SGS to draw and seal four (4) representative composite samples from each
vessel at the port of loading. One sealed sample shall be delivered to the Vessel Master; one sealed sample shall be
delivered to the Seller; one sealed sample shall be delivered to the Buyer; and one sealed sample shall be retained
by SGS as an impartial representative Product sample.
1.5 Origin of the White Cane Sugar is Brazil.
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ARTICLE 2. PURCHASE AND SALE PRICE, & TERMS OF PAYMENT:
2.1 The Seller shall sell, and the Buyer shall buy Twenty Five Thousands (25.000) Metric Tons. (+/- 5% at Seller’s
option) of White Refined Sugar with Maximum 45 ICUMSA at the following price of U.S. Dollars:
US Dollars $ (????) Four Hundred and Ten US Dollars per metric ton of 25.000 M/T each
shipment CIF, UM-QASER PORT-IRAQ AS A TRIAL SHIPMENT.
2.2 Rights of first refusal of rollovers of this Contract are hereby granted to the Buyer to the amount of (25,000 MT)
Twenty Five Thousand Metric Tons (10,250,000/- USD) (Ten Million Tow Hundred Fifty Thousand US Dollars)
2.3 The total value of this Contract shall be (?????/- USD) (???? Million US
Dollars).
2.4 The Buyer pay the total amount due hereunder this Contract to the Seller’s Nominated bank account with
payment to be effected in the United States Dollars by Irrevocable Transferable divisible letter of Credit issued
from the buyer’s bank in IRAQ (North Bank/ Baghdad)to the seller’s bank
2.5. The Seller shall pay all bank charges and expenses, including reimbursement charges, if any, imposed by the
issuing bank for the establishment and issuance of any financial instruments.
ARTICLE 3. PRODUCT DOCUMENTATION PER LIFT
3.1. After shipment and delivery of the White Sugar, Seller shall obtain, transmit, and lodge the following
documents at the Seller’s Bank, in each case in a form satisfactory to the Seller’s Bank:
A) 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;
B) Three (3) original & three (3) non-negotiable photocopies of Clean on Board Bill(s) of
lading (hereinafter known as “B/L”), marked “Freight Prepaid” as per charter party contract
Inclusive of All Costs as per Charter Party Contract to the port of discharge, issued “to the
order of Seller” and “Notify” signed by the master of the vessel and/or the issuing authority.
The B/L shall show the vessel’s name, the Vessel Master’s name, Telephone Number, Fax
Number, and confirmation of the Loaded Quantity. Charter party bill(s) lading acceptable, in
which case the bill of lading is to indicate the name of the vessel, vessel owner’s name and
address; and
C) Packing list in one (1) original and three (3) photocopies, indicating gross & net weight of
each bundle; and
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D) Certificate of Weight (which indicates net weight, date and place of issuance), Grade,
Quality, and Condition issued by SGS or analogous organization at the sources and/or at the
port of loading, one (1) original and three (3) photocopies; and
E) Certificate of Origin, issued by or endorsed by the relevant government authority or the
Chamber of Commerce from the Country of Origin, one (1) original and three (3)
photocopies; and
F) Phyto sanitary Certificate issued by SGS or issued and endorsed by the local authorized
government agency, which declares the Sugar is fit for human consumption, and certifies the
Sugar being shipped is free of quarantine pests and generally conforms to the Phyto sanitary
requirements of the Country of destination, one (1) original and three (3) photocopies; and
G) Loading Supervision Certificate issued by SGS certifying that the correct shipment has
been loaded on board the vessel, and an Official Stowage Examination Certificate issued by
SGS stating that vessel holds stowage areas were duly examined prior to load and are found
substantially clean and free from rust scale and residue, weevils and live insects and suitable
to store or carry bagged sugar intended for use as an edible product, one (1) original and
three (3) photocopies; and
H) Certificate of Radiation level issued or certified by SGS declaring the product radiation
level as normal, one (1) original, and one (1) photocopy; and
I) Stowage Plan, three (3) photocopies; and
J) Seller’s notarized statement that commercial invoice has NOT been included with the
shipment of the goods, one (1) original; and
K) Crop Certificate confirming the product is Fresh from the latest Harvest Season and the
year of production is not earlier than May.2008, Fit for Human Consumption; and the stock is
of Fair and Merchantable Quality, one (1) original and three (3) photocopies; and
L) Shipping Company Statement confirming that in one (1) original and three (3)
photocopies:
a) Copy of the Bill of Lading, Phyto sanitary Certificate, and Certificate of Origin were
delivered to the care of the Vessel Master, and
b) 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.
3.2 All documents listed in Article 3.1 shall be delivered via Bank courier from the Seller’s bank to the Buyer’s
bank. All documents listed in 3.1 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.
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ARTICLE 4. BASIS OF DELIVERY AND SHIPMENT:
4.1 The basis of delivery and shipment shall be the first shipment for Twenty Five Thousand Metric Tons (25.000
MT) in one vessel within 45 days after receiving of the bank guarantee by seller’s bank.. Rest of the shipments
shall be on the basis of one (1) Vessel of Twelve Thousand and Five Hundred (1 X 25,000 MT) metric tons each
month after receipt buyer’s bank commitment letter payment instrument for the total amount $ (10,250,000/- USD)
(Ten Million and Tow Hundred Fifty Thousand US Dollars) for the first shipment to be paid divisible & revolving
up to 12 shipment of delivery. The Total Quantity of the White Sugar delivered shall be Three Hundred thousand
(300,000) Metric Tons (+/- 5% at Seller’s option).
4.2 Buyer shall have the right to change the destination port(s) provided notification of any change is given at least
thirty (30) days prior to scheduled shipment date. Buyer may designate open or multiple destination port(s).
4.3. The total delivered and shipped quantity of this Contract shall be finally determined and verified by the
Certificates issued by the inspecting authority, and by the collective weight total of the Bill(s) of lading of all
shipments delivered and shipped during the Contract period.
ARTICLE 5. TERMS OF DELIVERY:
5.1 The date of the B/L shall be considered the date of the shipment and delivery. Third party B/L shall be
acceptable.
5.2 The shipment and delivery shall initiate within 45 days at Seller’s option, after receipt of notice from the
seller’s bank to Seller confirming Buyer’s SWIFT issuance of the financial instrument is in strict accordance with
the terms and conditions of this Contract.
5.3 The Vessel shall not load any other cargo. No under-load or a float cargo is acceptable.
5.4 The Chartered vessel must be classified as 100-A-1 in the Lloyd’s Register or be of equivalent classification.
Vessel shall be seaworthy, in good general technical condition of less than twenty (20) years or Seller will bear the
premium for excess coverage costs. Vessel shall carry the flag of a neutral country.
5.5 Terms and conditions of the Sugar Charter Party should comply with the terms and conditions as contained
herein. Should any terms or conditions of the Sugar Charter Party conflict with this Contract, the terms and
conditions within this Contract shall prevail.
5.6 The payment of all export licenses, expenses, taxes, duties, loading charges, or any other expense of the loading
country will be for Seller’s account unless other agreements specify differently.
5.7 All import expenses including but not limited to: import taxes, levies, any other duties, tariffs, commercial
invoices, applicable taxes, consular fees, customs, import clearance, any necessary documentation imposed by the
country of destination, discharging and any related expenses at discharge port are for the account of the Buyer, and
are the sole responsibility of the Buyer.
5.8 The Buyer shall provide a certificate endorsed by the Principal of the Buyer warranting that the Buyer
guarantees at his own expense and at the risk of penalty to have proper import permission arranged prior to vessel
departure. All damages caused by the Buyer’s failure to secure Import permission after the vessel has departed the
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loading port, shall cause the Buyer to pay a penalty of 100% of the cargo value.
5.9 Buyer shall guarantee a minimum of twelve (12.0) meters salt-water draft on arrival of discharge vessel
throughout the entire water passage from the anchorage/waiting area to the berth at discharge including
approaches to the anchorage/waiting area.
5.10 INSURANCE: Any Insurance shall be for the Seller’s account, and is the sole responsibility of the Seller.
ARTICLE 6. TRANSPORT CONDITIONS:
6.1 The Seller shall advise the Buyer of the Chartered vessel’s name, registration number, and flag fifteen (10) days
prior to the vessel’s completion of loading.
6.2 Within forty-eight (48) hours after the vessel’s departure from the port of loading, the Seller’s shipping agent
shall advise the Buyer by way of Telex/Fax/Cable/Email indicating: the Vessel’s sailing date; the name of the
nominated vessel and steamship company; reference, telephone numbers of the shipping company or agents; name
of ship’s captain; tonnage, length and height of higher portion of vessel; Ocean Bill of Lading Number; Contract
Number; the flags of the vessel; net quantity loaded; number of hatches; number of cargo chambers; particulars of
the vessel’s readiness to effect cargo operations through all hatches; and Estimated Time of Arrival (hereinafter
known as “ETA”) at the discharge port.
6.3 Buyer is responsible for commodity discharge. All supervision charges at the port of unloading are for Buyer’s
account.
6.4 The vessel’s master is to advise the Buyer’s agent at the port of discharge of the vessel’s name, date of expected
arrival, vessel’s capacity, number of cargo chambers, quantity loaded per cargo chamber, and the particulars of the
vessel’s readiness to effect cargo operation through hatches and ETA.
6.5 The vessel carrying cargo shall have fast speed. It shall not call at any port for taking additional and / or other
cargo but shall proceed from the port of shipment to the port of destination directly.
6.6 We undertake to airmail to the Buyer a copy of the relevant Charter Party within six (6) days of shipment so as
to ensure its receipt before the arrival of the ships.
6.7 Seller shall provide written alert to Buyer within twenty-four (24) hours after receipt of notice that vessel
transporting Commodity has experienced damage, peril, loss, breakdown, or accident. If Seller receives proper
notice, Seller’s failure to provide notice shall make same liable for damages and/or loses suffered by Buyer.
6.8 The vessel’s master or the Vessel’s agents shall give twenty (20) and seven (7) day provisional notice; and
seventy-two (72), thirty-six (36), and twenty-four (24) hour final notice of vessel’s estimated time of arrival at the
port of destination to the (MOT/SFSC’s) agent at the port of discharge.
6.9 Such notices shall be effected during normal business hours, and whether ship is in depth or not (WIDON),
whether in berth or not (WIBON). Vessel is entitled to give notice of readiness (NOR) on arrival at the anchorage/
waiting area for the nominated discharge port/berth whether or not the anchorage/ waiting area is in the same port
district and lay-time to commence as per lay-time clause stated.
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6.10 Buyer confirms by his execution of this Contract that Seller shall have free access to the port upon vessel’s
arrival and submission of NOR. In the event free access is not available at the port upon vessel’s arrival and
submission of NOR, Buyer bears full responsibility for all expenses incurred by Seller up to and including the
cargo’s value.
6.11 Lay time shall commence from 1300 hours, if vessel notice of readiness to discharge is given prior to 1200
hours/noon, and from 0800 hour of the next working day if notice is given after 1200 hours/noon. Buyer is
responsible for the commodities’ discharge and any Saturdays, Sundays and/or holidays are excluded, even if used.
Time to start counting after tendering valid (NOR), which may be written, telexed, or cabled on arrival at the
anchorage/waiting area for the nominated discharge port/berth whether or not this anchorage/waiting area is in the
same port district and lay-time to commence as per lay-time clause stated.
6.12 The discharge rate shall be one thousand five hundred (1,500) Metric Tons per weather working day of twentyfour
(24) consecutive hours on the basis of four (4) operational hatches, four (4) operational hooks, and four (4)
gangs. The times from 1700 hours on Friday to 0800 hour on Monday and from 1700 hours on the day preceding to
0800 hours on the day succeeding any Saturdays, Sundays, and/or holiday are excluded, even if used (SSHEX),
WIBON, whether in port or not (WIPON), whether in free practice or not (WIFPON), whether customs cleared or
not (WCCON). Vessel hatch opening and closing shall be performed under crew responsibility, control, and
account. Discharge rate shall be prorated if less than four (4) hooks are operational.
6.13 Should the vessel be discharged at a rate greater than the average, the Seller shall pay to the Buyer speed of
dispatch at a rate of one-half of the rate of the governing Charter Party for demurrage of all working time saved.
Demurrage and/or speed of dispatch shall be calculated on the basis of actual Vessel Master certified recorder time
sheets and statement of facts.
6.14 Should the vessel be discharged at a rate less than the average, the Buyer should pay to the Seller demurrage at
the rate of the governing Charter Party per metric ton per running day and the pro-rata share for any portion of any
such running day. If required under the terms of the Charter Party, Buyer shall place in escrow the necessary
deposit required to meet anticipated port specific demurrage charges.
6.15 It is agreed that the demurrage or speed of dispatch be settled by the Buyer and the Seller within three (3)
International banking days from receipt of the vessel’s master invoice. Vessel master shall issue master invoice
within six (6) standard business hours.
6.16 Lighter age /Lightening, due to insufficient draft shall all be for the Buyer’s account. All lighter age operations
shall be conducted under the Vessel Master’s approval and supervision.
6.17 If Buyer fails to pay demurrage charges for any shipment under this Contract, Seller shall, without incurring
default under this Contract, have the right to delay or terminate further shipment(s) until any past due demurrage
is paid by unconditional SWIFT wire transfer.
6.18 Should the vessel be required to shift from one berth to another at port of discharge, the expense in shifting
shall be for the Buyer’s account. Actual time utilized in moving from the anchorage/waiting area to berth not to
count as lay-time unless vessel is already on demurrage. If vessel is unable to proceed to berth when available due
to tide, pilot/tug availability, port authority restrictions, and/or other reasons beyond owner’s control, time to count
as lay-time until vessel is underway to berth.
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6.19 Buyers and their cargo receivers are fully responsible for arranging all necessary import/custom formalities
including import license as well as arrangement for taking delivery of cargo prior vessel’s arrival at discharge port.
In the event the Buyer’s/Cargo receivers fail to make such arrangement prior to vessel’s arrival, including
incomplete import formalities, or no storage facilities, or no transport arrangements, or in the event customs or port
authorities do not allow discharge to commence or halt discharge due to Buyer’s or their cargo receivers’ failure to
arrange or complete these formalities the Buyer’s must pay the demurrage and any other associated costs, including
but no limited to shifting costs incurred to the Seller’s/Vessel’s Owner’s before discharging can commence or can
recommence.
ARTICLE 7. PROCEDURES AND TIMING:
7.1 Seller issues draft Contract. Not later than the close of business Vitoria-Brazil on May 26th, 2009, Buyer shall
sign and return the Formal Contract by facsimile to Seller or by email (E-Mail: @yahoo.com / @gamil.com),
accepting all the terms and conditions of the draft Contract along with complete banking coordinates. Seller
returns executed contract via facsimile or email to Buyer.
7.2 For issuance irrevocable confirm and activated letter of credit (L/C) in strict and directly. The Seller will be cash
to Buyer ($ 250.000/- USD) within (3 Three working Days From the Date of Signing this Contract) and issuing Bank
Guarantee of cash deposit (%3.5, as %3 Buyer Bank Charge & %0.5 Stamp Charge- $ 4,305,000/- USD) Plus (2%
Confirmation Charges 2,460,000/- USD) the total will be (6,765,000/- USD) to NATIONAL BANK OF DUBAI
(account number: 0148357822, A/C Name: AL-JARRAH TRADE FZE within Seven (7) banking days from the
signing date of this contract this Amount will be release after activated the LC For of Refined Sugar Cane. The
buyer must activate the L/C for the shipment within seven (7) international banking days from the date of
Receiving the Bank Guarantee.
7.3 release the 90% from the total amount of (L/C) after testing the quality acceptance of the goods by (Iraqi
Ministry of Trade (MOT)/ State of Food Stuff Company (SFSC) and after receiving the amount within 6 Six
working days) & 10 % after check the quantity & receive MOT’s written approval & readiness to pay within 15
Fifteen working days.
7.4 Shipment and delivery commence in good and true order in strict compliance with this Contract.
ARTICLE 8. CONDITIONS ON THE OBLIGATIONS OF SELLER AND BUYER:
Save and except as specifically provided for herein, the Buyer or Seller’s failure to perform in a timely manner any
of the obligations hereunder, including without limitation, any step in the sequence described in Article 7 hereof,
shall relieve the other party of its obligations hereunder with respect to the shipment affected by such a breach.
Both parties agree and acknowledge that, in constructing this provision, time is of the essence.
ARTICLE 9. FORCE MAJEURE:
9.1 Neither the Seller nor the Buyer shall be responsible for a breach of this Contract caused by the acts of God,
insurrection or civil disorder, war or military operations, national or local emergencies, acts or omissions of
government, highway authority or other competent authority, fire, lightening, explosion, floods, subsidence,
inclement weather, acts or omissions of persons or bodies for whom the Seller is not responsible, or any other
9
cause beyond the Seller’s control.
9.2 Neither Party shall be responsible in damages or otherwise for any failure of performance of this Contract, if
such failure results from Force Majeure. The Parties hereby agree to accept the provisions of the Force Majeure and
Hardship documents as published by the International Chamber of Commerce, Paris.
9.3 Buyer shall be solely responsible for obtaining any and all necessary import licenses, permits, quotas, taxes or
levies required by any port of destination. Failure to obtain such shall not be sufficient grounds for Force Majeure
and Seller shall be not prevented from drawing against Buyer for the value of the goods it is attempting to deliver.
9.4 If any government authority at the country of destination imposes anti-dumping penalties, this Contract is
subject to renegotiation.
ARTICLE 10. NOTICES:
10.1. The parties hereby agree that any and all notice or other communication provided for, required, permitted, or
with respect to this Contract shall be in writing, and shall be deemed sufficiently given and effective on the tenth
(10) business day after dispatch by Air Courier Service, Certified or registered mail to the respective addresses of
each party as set forth herein, or, as either party, from time to time, shall notify the other in writing sent in the
same manner as herein provided. Until delivery of fully executed hard copy originals, facsimile copy of notices is
the operative instrument, shall be deemed an original, and is legally valid and binding upon the parties hereto and
their respective legal representatives, successors and assigns and shall be admissible as evidence in any proceeding
relating to the subject of this Contract.
10.2. A stamped receipt issued by a country’s authorized post office for registered mail shall be presumptive
evidence of deposit in the mail, and also a receipt signed by a responsible person for the recipient party or courier
shall be presumptive evidence of actual delivery.
ARTICLE 11. CONTRACT PERFORMANCE:
11.1. The Seller will Cash deposited of two point two percent (2.2%) for the trial shipment of twenty
five Thousands (25.000) MT of White Sugar Cane to the Buyer shall receive on the maturity date of
the Buyer's financial instrument a non-delivery penalty equal to Five percent (5%) of the purchase
price per unit.
11.2. Any claim on the margin the event of the Seller’s delivery default - the margin - must be accompanied by a
copy of the L/C Letter for the Total Contract amount issued, together with the acceptance telex From the Seller's
bank. The margin is subject to Force Majeure clauses of the ICC publication 500, Article 17.
ARTICLE 12. CONTRACT ARBITRATION:
12.1. The parties shall amicably settle any disagreements, controversies, claims, or disputes, which may arise
between them hereunder. All parties agree that in the event that either of the parties hereto defaults on any clause
of this Contract, the non-defaulting party shall send to the non-performing party a written notice of default within
thirty- (30) days of the said default. The defaulting party will then have a twenty-one (21) day correction period to
correct the default. Claims are considered accepted if the defaulting party fails to reply within the twenty-one (21)
10
day correction period. With no exceptions, including force Majeure, such notice will not be accepted after sixty-
(60)-days.
12.2. In case the disagreement, controversy, claim, or dispute cannot reach an amicable resolution within fifty (50)-
calendar days, then the issues in question shall be finally settled under the rules of conciliation and arbitration of
the International Chamber of Commerce of Paris, France by one or more arbitrators appointed in accordance with
the said rules. These findings shall be final for both parties. The non-performing party shall pay the arbitration
fee. The official language for any legal proceedings shall be the English language.
12.3. Product quality in strict compliance with (Article 1.1) quantity, packing, and/or weight claims must be
supported by full government inspection declaration in the country of origin, and SGS survey report at the country
of origin. The Seller shall not accept all claims submitted without these certified documents.
ARTICLE 13. BANKING INFORMATION:
13.1. If any Party associated with the Buyer, save and except the bank officers representing the Buyer and the
Seller, should make any unauthorized contact with the bank of the Seller, such contact shall be considered
interference with this Contract, and shall at the option of the Seller terminate the Contract forthwith. The injured
Party, who will be entitled to file legal proceedings against the interfering Party at the International Chamber of
Commerce, will charge the interfering Party with the loss of profits on this transaction Paris, France, to recover
their losses.
Buyer’s Bank:
Name of Buyer’s Bank: NATIONAL BANK OF DUBAI.
Address: P.O BOX 777 DUBAI
City/Country: DUBAI - UAE.
A/C#:
A/C Name:
Bank Contact:
Website:
The L/C shall be opened to seller to Bank Details as Following:
Seller’s Bank:
Name of Seller’s Bank:
Branch:
City/Country:
Bank Phone:
A/C#:
A/C Name:
13.2. For this Special Project Contract, Natural Health Resources, Inc. has established a bank account
specifically and especially for this business. Only action for the specific steps of Article 7 of this Contract will be
authorized for contact by the party’s banks. The Party’s hereto agree that Bank Interference would be any
unauthorized communication or inquiry, whether written or oral. Except with prior written consent, there shall be
NO unauthorized communication made to either party’s respective Bank accounts and/or bank officers. Such
11
unauthorized communication shall be subject to immediate penalty declaration by the injured party. In the event
there is any interference with the party’s Banks, the aggrieved party will immediately consider this contract in
default and all penalty clauses shall be declared to be immediately effective without protest.
ARTICLE 14. NON-CIRCUMVENTION / NON-DISCLOSURE:
14.1. The Parties hereto hereby confirm and agree that according to the provisions of the International Chamber of
Commerce, Paris, France for non-circumvention and non-disclosure with regard to the parties hereto and their
respective associates, subsidiaries, employees, agents, and consultants will not make any covert contact with, deal
with, or otherwise invoice any transaction with any individual, buyer, seller, broker, trader, corporation,
organization, company, or firm introduced by another of the Parties hereto, separately or individually, except in
cooperation with each other.
14.2. By executing this Contract, each of the Parties hereto, separately and individually and their respective
associates, confirms that any corporation, organization, firm, company, or individual of which the Parties hereto is
party to, member of, principal or agent of, employee, or otherwise would benefit financially form an association
with, is bound by this Contract.
14.3. The Parties hereto hereby confirm that the identities of individuals, buyer, sellers, brokers, traders,
corporations, organizations, companies, or firms are currently the property of the introducing parties hereto and
shall remain so for the duration this Contract and for a period of five (5) years thereafter. The Parties hereto hereby
agree to keep confidential the names of any individuals, buyers, sellers, brokers, traders, corporations,
organizations, companies, or firms introduced by any of the parties hereto or their associates, such identity shall
remain confidential during the applicable transactions, during the duration of this Contract and for a period of five
(5) years thereafter.
ARTICLE 15. GENERAL CONTRACT PROVISIONS
15.1. Each party represents that it has understood all of the terms and conditions of this Contract and that it has
received the advice of legal counsel with respect to this Contract, or has waived the benefit thereof.
15.2. This Contract contains the entire agreement between the parties hereto, shall solely control the term of
Purchase and Sale of the White sugar hereunder, and supersedes all previous promises, understandings,
representations, warranties, and agreements, in each case whether oral or written, between the parties. Any
contrary, different, or added terms in any purchase order, Contract, sales acknowledgment, or other documentation
of either party are null and void, shall have no effect, and this Contract shall override any such documentation.
15.3. The Article headings have been inserted herein solely for convenience and reference and shall not be
construed to affect the meaning, effect, or construction hereof. The words “herein,” “hereof,” and “hereto,” when
used in this Contract, refer to this Contract in its entirety. Words in the singular include the plural and words in the
plural include the singular, according to the requirements of the context. Words importing a gender include all
genders.
15.4. The payment of all licenses, expenses, taxes, duties, charges, or any other expense imposed shall be the sole
obligation of the liable Party.
12
15.5. This Contract may not be amended, terminated, supplemented, renewed, extended, waived, or modified in
any respect unless by mutual written consent by both parties hereto.
15.6. This Contract shall follow the body of law applicable to international Contracts as described in publications
by the International Chamber of Commerce, Paris, France including INCOTERMS.
15.7. All communications regarding this Contract shall be in the English language.
15.8. Each of the parties shall cooperate fully with one another and shall perform all acts, submit all information,
execute, deliver, file, and record such further and additional documents and instruments that the other party may
reasonably request to effect and more completely to carry out the terms and conditions of this Contract.
15.9. The facsimile copy of the Contract is the operative instrument, shall be deemed an original, and is legally
valid and binding on the parties hereto. Any alteration, either written or typed, shall prevail after initial
acknowledgment by both parties. No mail confirmation will follow.
15.10. Both Parties hereto agree that this Contract is made and effective on exchange of countersigned copy by
facsimile. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument Until receipt of fully executed hard copy
originals, this facsimile copy of the Contract is the operative instrument, shall be deemed an original, and is legally
valid and binding upon the parties hereto and their respective legal representatives, successors and assigns and
shall be admissible as evidence in any proceeding relating to the subject of this Contract. Any alteration of the
Contract, either written or typed, shall prevail after initialed and notarized consent by both parties.
15.11. The parties hereto mutually acknowledge and agree that they have no legal relationship to one another other
than as provided herein, and that nothing in this Contract shall constitute or create a Joint Venture, Consortium,
Partnership, Agency, formal business organization of any kind, or any other form of business arrangement or
organization. Each party hereto is acting independently and not as an agent or partner of the other for any purpose
whatsoever, and neither shall have the authority to bind the other party or to make any commitments of any kind
for or on behalf of the other party.
15.12. The Parties relationship by this Contract shall be on a non-exclusive basis. It is specifically understood and
agreed that either Party may conduct transactions with other persons or entities that are similar or identical to the
transaction referred to in this Contract and may otherwise carry on any other business that it desires.
15.13. This Contract shall be binding upon, and shall inure to the benefit of the Parties and their heirs, successors,
and assigns, however, neither party may assign this Contract or any right or obligation hereunder to any person or
entity without the written consent of the other Party.
15.14. If any provision in this Contract is held to be invalid or unenforceable on any occasion in any circumstance,
such holding shall not be deemed to render the provision invalid or unenforceable on any other occasion or in any
other circumstance nor to render any other provision hereof invalid or unenforceable, and to that extent the
provisions of this Agreement are sever able; provided, however, that this provision shall not preclude a court of
competent jurisdiction from refusing so to sever any provision if severance would be inequitable to one or more of
the Parties.
13
N WITNESS WHEREOF, the parties hereto declare that they have read and understood this
Contract and are fully aware of the interpretation of all of the provisions, terms, and conditions herein and
further that they have signed by their hand below, and have accepted and approved all covenants, terms,
and conditions of this Contract. This Contract consists of Fourteen (14) pages.
e,are HASANAIN LUTFEE FADHEL – EXPORT & IMPORT TRADE OFFICE – BAGHDAD - IRAQ
/ Baghdad Office, hereby with full corporate responsibility and with the power vested in its officer Accept,
Confirm, and agrees to abide by this Contract:
AUTHORIZED BUYER’S OFFICER’S
BUYER: HASANAIN LUTFEE FADHEL – EXPORT & IMPORT TRADE OFFICE – BAGHDAD - IRAQ
Mr.: HASANAIN L. FADHEL AL JARRAH.
Signature: ___________________________________________ Dated: May.26th 2009
Authorized Officer:
e, are -------------------------------------------), hereby with full corporate responsibility and with the power vested in
its officer Accept, Confirm, and Agree to abide by this Contract:
AUTHORIZED SELLER’S OFFICER’S
SELLER:
MR.
Signature: ____________________________________________ Dated: May.26th 2009
Authorized Officer
PLEASE NOTE: Execution Deadline Term. This Contract shall be of no force or effect unless executed by both
parties hereto not later than the close of business in Vitoria-Brazil on May. 26th 2009
CONTRATO DE PRESTAÇÃO DE SERVIÇOS DE ASSESSORIA
IDENTIFICAÇÃO DAS PARTES CONTRATANTES
CONTRATANTE: (Nome da Empresa Contratante), com sede na Rua (xxx), nº (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx), inscrita no C.N.P.J. sob o nº (xxx), com I.E. nº (xxx), devidamente representada neste ato por (xxx) (Nome do Representante legal da empresa), (Nacionalidade), (Cargo ou função que exerce na empresa), (Estado Civil), Carteira de Identidade nº (xxx), C.P.F. nº (xxx), residente e domiciliado na Rua (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx);
CONTRATADA: (Nome da Empresa Contratada), com sede na Rua (xxx), nº (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx), inscrita no C.N.P.J. sob o nº (xxx), com I.E. nº (xxx), devidamente representada neste ato por (xxx) (Nome do Representante legal da empresa), (Nacionalidade), (Cargo ou função que exerce na empresa), (Estado Civil), Carteira de Identidade nº (xxx), C.P.F. nº (xxx), residente e domiciliado na Rua (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx).
As partes acima identificadas têm, entre si, justo e acertado o presente Contrato de Prestação de Serviços de Assessoria, que se regerá pelas cláusulas seguintes e pelas condições descritas no presente.
DO OBJETO DO CONTRATO
Cláusula 1ª. O presente contrato tem como OBJETO, a prestação, pela CONTRATADA, de serviços de assessoria, ao CONTRATANTE, em seu estabelecimento comercial, localizado no município de (xxx), no Estado (xxx).
Cláusula 2ª. O presente serviço, acertado neste instrumento, consistirá em: (xxx) (Descrever o(s) serviço(s) de assessoria a serem prestados).
DAS OBRIGAÇÕES DA CONTRATADA
Cláusula 3ª. A CONTRATADA se obriga a acompanhar todos os atos relacionados com o serviço de assessoria descrito na Cláusula 2ª, executando as tarefas necessárias para solução de problemas, de forma preventiva ou paliativa, nos moldes dos parágrafos seguintes.
Parágrafo primeiro. A CONTRATADA se obriga a utilizar técnicas condizentes com o serviço de assessoria a ser prestado, utilizando-se de todos os esforços para a sua consecução.
Parágrafo segundo. A CONTRATADA utilizará de todo o seu corpo técnico para a realização de pesquisa e desenvolvimento na área assessorada, bem como para a solução e prevenção de eventuais problemas, nomeando um responsável para a administração das atividades.
Parágrafo terceiro. A CONTRATADA se obriga a efetuar viagens por todo o território nacional para realização dos atos de assessoria que se fizerem necessários.
Parágrafo quarto. A CONTRATADA se obriga ainda ao fornecimento de relatório estatístico, constando os resultados e técnicas apresentados durante todo o período contratual, até o (xxx) dia útil de cada mês.
DAS OBRIGAÇÕES DA CONTRATANTE
Cláusula 4ª. A CONTRATANTE se obriga a apresentar à CONTRATADA todos os documentos necessários ao bom e fiel cumprimento do presente contrato de assessoria, quando solicitada.
Cláusula 5ª. A CONTRATANTE se obriga ao ressarcimento dos gastos efetuados pela CONTRATADA, quando das viagens descritas no parágrafo terceiro da cláusula terceira, por via aérea ou terrestre, desde que previamente autorizada e mediante apresentação de nota fiscal dos gastos.
Cláusula 6ª. A CONTRATANTE se obriga a receber o relatório estatístico mensal, efetuando o recibo na 2ª via, a qual permanecerá arquivada com a CONTRATANTE.
DO PAGAMENTO
Cláusula 7ª. Pela prestação dos serviços acertados, a CONTRATANTE pagará à CONTRATADA a quantia mensal de R$ (xxx) (Valor expresso), assim como as despesas realizadas com viagens, conforme Cláusula 5ª.
DA RESCISÃO
Cláusula 8ª. O presente contrato poderá ser rescindido caso uma das partes não cumpra o estabelecido em qualquer das cláusulas deste instrumento, responsabilizando-se a que deu causa a pagar a multa de R$ (xxx) (Valor expresso).
DO PRAZO
Cláusula 9ª. O presente contrato terá duração de (xxx) meses, podendo ser prorrogado, desde que não seja denunciado dentro do prazo de 60 (sessenta dias) antes do término do mesmo.
CONDIÇÕES GERAIS
Cláusula 10ª. O presente contrato passa a valer a partir da assinatura pelas partes.
DO FORO
Cláusula 11ª. Para dirimir quaisquer controvérsias oriundas do CONTRATO, as partes elegem o foro da comarca de (xxx);
Por estarem assim justos e contratados, firmam o presente instrumento, em duas vias de igual teor, juntamente com 2 (duas) testemunhas.
(Local, data e ano).
(Nome e assinatura do Representante legal da Contratante)
(Nome e assinatura do Representante legal da Contratada)
(Nome, CPF e assinatura da Testemunha 1)
(Nome, CPF e assinatura da Testemunha 2)
CONTRATANTE: (Nome da Empresa Contratante), com sede na Rua (xxx), nº (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx), inscrita no C.N.P.J. sob o nº (xxx), com I.E. nº (xxx), devidamente representada neste ato por (xxx) (Nome do Representante legal da empresa), (Nacionalidade), (Cargo ou função que exerce na empresa), (Estado Civil), Carteira de Identidade nº (xxx), C.P.F. nº (xxx), residente e domiciliado na Rua (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx);
CONTRATADA: (Nome da Empresa Contratada), com sede na Rua (xxx), nº (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx), inscrita no C.N.P.J. sob o nº (xxx), com I.E. nº (xxx), devidamente representada neste ato por (xxx) (Nome do Representante legal da empresa), (Nacionalidade), (Cargo ou função que exerce na empresa), (Estado Civil), Carteira de Identidade nº (xxx), C.P.F. nº (xxx), residente e domiciliado na Rua (xxx), bairro (xxx), Cidade (xxx), Cep (xxx), no Estado (xxx).
As partes acima identificadas têm, entre si, justo e acertado o presente Contrato de Prestação de Serviços de Assessoria, que se regerá pelas cláusulas seguintes e pelas condições descritas no presente.
DO OBJETO DO CONTRATO
Cláusula 1ª. O presente contrato tem como OBJETO, a prestação, pela CONTRATADA, de serviços de assessoria, ao CONTRATANTE, em seu estabelecimento comercial, localizado no município de (xxx), no Estado (xxx).
Cláusula 2ª. O presente serviço, acertado neste instrumento, consistirá em: (xxx) (Descrever o(s) serviço(s) de assessoria a serem prestados).
DAS OBRIGAÇÕES DA CONTRATADA
Cláusula 3ª. A CONTRATADA se obriga a acompanhar todos os atos relacionados com o serviço de assessoria descrito na Cláusula 2ª, executando as tarefas necessárias para solução de problemas, de forma preventiva ou paliativa, nos moldes dos parágrafos seguintes.
Parágrafo primeiro. A CONTRATADA se obriga a utilizar técnicas condizentes com o serviço de assessoria a ser prestado, utilizando-se de todos os esforços para a sua consecução.
Parágrafo segundo. A CONTRATADA utilizará de todo o seu corpo técnico para a realização de pesquisa e desenvolvimento na área assessorada, bem como para a solução e prevenção de eventuais problemas, nomeando um responsável para a administração das atividades.
Parágrafo terceiro. A CONTRATADA se obriga a efetuar viagens por todo o território nacional para realização dos atos de assessoria que se fizerem necessários.
Parágrafo quarto. A CONTRATADA se obriga ainda ao fornecimento de relatório estatístico, constando os resultados e técnicas apresentados durante todo o período contratual, até o (xxx) dia útil de cada mês.
DAS OBRIGAÇÕES DA CONTRATANTE
Cláusula 4ª. A CONTRATANTE se obriga a apresentar à CONTRATADA todos os documentos necessários ao bom e fiel cumprimento do presente contrato de assessoria, quando solicitada.
Cláusula 5ª. A CONTRATANTE se obriga ao ressarcimento dos gastos efetuados pela CONTRATADA, quando das viagens descritas no parágrafo terceiro da cláusula terceira, por via aérea ou terrestre, desde que previamente autorizada e mediante apresentação de nota fiscal dos gastos.
Cláusula 6ª. A CONTRATANTE se obriga a receber o relatório estatístico mensal, efetuando o recibo na 2ª via, a qual permanecerá arquivada com a CONTRATANTE.
DO PAGAMENTO
Cláusula 7ª. Pela prestação dos serviços acertados, a CONTRATANTE pagará à CONTRATADA a quantia mensal de R$ (xxx) (Valor expresso), assim como as despesas realizadas com viagens, conforme Cláusula 5ª.
DA RESCISÃO
Cláusula 8ª. O presente contrato poderá ser rescindido caso uma das partes não cumpra o estabelecido em qualquer das cláusulas deste instrumento, responsabilizando-se a que deu causa a pagar a multa de R$ (xxx) (Valor expresso).
DO PRAZO
Cláusula 9ª. O presente contrato terá duração de (xxx) meses, podendo ser prorrogado, desde que não seja denunciado dentro do prazo de 60 (sessenta dias) antes do término do mesmo.
CONDIÇÕES GERAIS
Cláusula 10ª. O presente contrato passa a valer a partir da assinatura pelas partes.
DO FORO
Cláusula 11ª. Para dirimir quaisquer controvérsias oriundas do CONTRATO, as partes elegem o foro da comarca de (xxx);
Por estarem assim justos e contratados, firmam o presente instrumento, em duas vias de igual teor, juntamente com 2 (duas) testemunhas.
(Local, data e ano).
(Nome e assinatura do Representante legal da Contratante)
(Nome e assinatura do Representante legal da Contratada)
(Nome, CPF e assinatura da Testemunha 1)
(Nome, CPF e assinatura da Testemunha 2)
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