Mutual Affirmation

Seller and Buyer agree to the following terms and conditions of this agreement as per the International Chamber of Commerce ICC rules for International Trade

Product

Refined sugar, ICUMSA 45

Country of Origin

Brazil, South America

Packing & Markings

To secure the safety of the commodity during sea transportation the sugar is to be packed in new 50 (fifty) kilogram net double sacks, being one sack of polypropylene and the other of polyethylene and palletized. Tare weight shall be 160 gram, minimum. Uniformity of bagged net weight is of the essence. Two percent (2%) spare bags shall be supplied free of charge. Each bag shall be clearly marked (in English) with the following:

(1) Name and Grade of Product (2) Use by Date and Crop Year (3) Net Weight (4) Code Marks (5) Country of Origin

Quantity & Basis of Delivery

Total contract quantity of 1,200,000 MT in shipments of 12,500 MT OR 25,000 MT per month (100,000 × 12 months). The first shipment to commence within 30/45 days or less after receipt of the Operative Financial Instrument in the Seller’s Bank Account.

Port of Destination & INCOTERMS

On CIF Basis (Cost, Insurance & Freight) – INCOTERMS 2000 Will be applied. Some destinations may not be possible due to governmental or international trade embargos or logistic constraints. Any changes or additional ports are to be advised to the Seller within a time period of 30 days prior to date of shipment with the exception of no operational ports due to natural disasters – The Buyer warrants that the product will not be traded directly or indirectly with or to any nation, entity or destination prohibited by the United Nations.

Port Destination: AWSP

Product Delivery

The date(s) of bill of lading shall be considered the date(s) of delivery. The first delivery shall begin within 30/45 (thirty to forty five) days or less after receipt and confirmation of an Operative Documentary Letter of Credit or Automatic Revolving Documentary Letter of Credit acceptable to the Seller and Seller’s Bank. Each following shipment shall then be delivered as agreed in this contract and giving notice to all designated parties as required herein, with the approval of the Buyer. Total shipments shall be according to shipment schedule delivery and is subject to slight and reasonable variations in schedules due to the customary and usual exigencies. Consecutive shipments shall be shipped by delivering and receiving schedule of Buyer, sent to the Seller after the first shipment has left the port as indicated by the Societe Generale de Surveillance (SGS) Certificate on CIF (Cost, Insurance and Freight) basis (INCOTERMS 2000) and in accordance with chart of responsibility. The Buyer and the Seller agree that partial shipments are allowed and transshipments not allowed.

Contracted Quantity

The total quantity shall be determined by the certifications of weight issued by the inspection authority and by the bill of lading of the shipment that was in effect delivered to the buyer.

Product Weight and Quality

The Seller guarantees that each shipment shall be provided with an Inspection Certificate of Weight, Quantity and Quality at time of loading and such certificate shall be provided by Societe Generale de Surveillance (SG) only at Seller’s expense, and shall be deemed to be final. The Seller shall instruct said authority to carry out the inspection in strict accordance with the International Chamber of Commerce (I.C.C.) rules. Societe Generale de Surveillance (SGS) also will provide packing condition report. The Buyer shall, if desired, and at his own expense provide additional inspection at port of loading to confirm loading. The Buyer will be allowed to send an agent to the port of loading to survey the Societe Generale de Surveillance (SGS) certification after operative payment instrument is issued. If discrepancies should at any time and in particular case result in relation to the inspection certificate(s) issued at the port of loading and destination, it is hereby agreed that arbitration shall be employed and neutral binding arbitration by the International Arbitration Association under the code of procedure then in effect shall prevail. Arbitration decisions are final and liability will go to the party in default.

Product Price

The price is available at tajagroproduct@gmail.com

Terms of Payment

Actual payment will be made by Irrevocable, Transferable, Divisible, Assignable, Auto-Revolving and Confirmed Documentary Letter of Credit payable 100% at sight or Irrevocable, Transferable, Divisible, Assignable, and Confirmed Documentary Letter of Credit payable 100% at sight for stated total contract quantity. The Documentary Letter of Credit or Auto-Revolving Documentary Letter of Credit shall be negotiable and payable at the Seller’s Bank and shall be transferred by Buyer’s Bank directly to Seller’s Bank. The issuing bank shall allow adding confirmation and advising by any bank at the expense of the Buyer’s side. If the financial instruments issued by the Buyer to the Seller is not in accordance with the terms of this contract or what is acceptable to the Seller and the Seller’s Bank, the Seller’s and Buyer’s Bank must discuss and attempt to resolve amicably and eventual minor discrepancies.

Performance Bond

After receipt of Non-Operative financial instrument, the Seller’s Bank shall post an operative Performance Bond for the value of 1.75% of the shipment value on an Automatic Revolving Basis until the total quantity has been shipped.

Product Documentation per Lift

A Full set of the following documents will be issued for payment:

◊ Ocean Bill of Lading marked “Freight Prepaid” and Clean on Board issued to the order of “______” and consigned to “______”

◊ Commercial Invoice (each signed in original and stamped by Seller) showing the Commodity Name, Documentary Letter of Credit Number, B/L Number and Date, Quantity Loaded, Invoice Value and Loading Port

◊ Inspection Certificate of Weight and Quality, issued by Societe Generale de Surveillance (SGS) at Port of Loading showing Kind, Quality and Quantity shipped evidencing that goods are in full conformity with specifications and conditions mentioned in present contract

◊ Shipping Company statement confirming that the age vessel does not exceed twenty (20) years, seaworthy and First-Class P&I Club covered Insurance Certificate.

◊ Certificate of Cleanliness of the scuttles and the hatches of the ship certified by a Company of Inspection approved Internationally

◊ Certificate of Origin issued by or endorsed by Chamber of Commerce of the Country

◊ Fumigation Certificate and Radiation Certificate

◊ Phytosanitary Certificate indicating that the goods are of a quality adapted for human consumption

◊ Packing is showing Gross/Net Weight and Number of Ocean Bill of Lading

◊ Beneficiary’s Certificate confirming that copies of all Shipping Documents were sent to Buyer’s Bank and the Hard Copies have been sent by (DHL) or similar

 

Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from text. INCOTERMS-2000 is incorporated in this agreement as a copyrighted agreement governed by the INCOTERMS-2000.

Other Conditions

◊ Partial shipment allowed and transshipment not allowed

◊ Shipping Documents presented within 21 days after the date of the Bill of Lading but within Documentary Letter of Credit Validity are Acceptable

◊ Documents wording (PCT) or (%) or (0/0) or (Percent) is acceptable

◊ Shipment in vessels classified Lloyds 100-1 A or equivalent

◊ Seller’s to nominate vessel minimum 05 (five) days before ETA for loading

◊ Seller to nominate ship agent at discharge port before ETA for loading

◊ Charter Party Bill of Lading and third party documents acceptable

◊ 5% tolerance in Quantity and Weight and Amount are acceptable

 Procedures

◊ Buyer issues ICPO

◊ Joint Seller agrees to issue Full Corporate Offer (FCO) to End Buyer, valid for 5 days

◊ Buyer agrees to sign and seal FCO as Acceptance of Terms and Conditions, submit draft sales and purchase contract for Seller’s approval or amendments if any and submit signed and sealed IMFPA and NCNDA for Seller’s acceptance

◊ Seller issued draft contract in favor of the buyer

◊ Buyer signs and sends back the contract draft to the Seller within 5 days

◊ Seller sends back a signed contract electronically