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
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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