Example to SOFT OFFER FOR BRAZILIAN SUGAR ICUMSA 45

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.