Offer For Crude & Refined Sunflower And Rapeseed Oil

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Dear Sir,
"FJ Commerce ltd" Company hereby present to you our offer for refined and crude sunflower oil also crude degummed rapeseed oil produced in Russia refinery owned by our partners with whom we have contractual relationships of distribution in.The basic price is $ 1030 USD per ton crude sunflower oil and $ 1100 USD per ton refined sunflower oil, and includes delivery to any seaport of Europe, refined sunflower oil can be supplied in bottles of 1 , 2, 5, 10 (PET) liters label with your brand. Upon delivery of bottled refined sunflower oil price does not change and remains $ 1,100 USD per ton.RAPESEED OIL we offer is priced at $ 960 USD per MT crude oil and $ 1000 USD per MT refined. For contact between us and the prospective buyer we sign a contract for a commission according to international standards. For more info go to: http://oliorue.blogspot.com/

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Best regards

Miss Greta Lecheva
FJ Commerce LTD
Bulgaria
Pazardzhik city PO Box: 4400
N 6th Street Trapezitsa
Tel: +359 888 520 030
Office: +359 34 443 775
Skype: gretalet
Email: greta.letcheva@gmail.com
Website: http://oliorue.blogspot.com/

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  • Dear Sir,
    'FJ Commerce ltd' Company hereby present to you our offer for refined and crude sunflower oil also crude degummed rapeseed oil produced in Russia refinery owned by our partners with whom we have contractual relationships of distribution in.The basic price is $ 1030 USD per ton crude sunflower oil and $ 1100 USD per ton refined sunflower oil, and includes delivery to any seaport of Europe, refined sunflower oil can be supplied in bottles of 1 , 2, 5, 10 (PET) liters label with your brand. Upon delivery of bottled refined sunflower oil price does not change and remains $ 1,100 USD per ton.RAPESEED OIL we offer is priced at $ 960 USD per MT crude oil and $ 1000 USD per MT refined. For contact between us and the prospective buyer we sign a contract for a commission according to international standards. For more info go to: http://oliorue.blogspot.com/

    --
    Best regards

    Miss Greta Lecheva
    FJ Commerce LTD
    Bulgaria
    Pazardzhik city PO Box: 4400
    N 6th Street Trapezitsa
    Tel: +359 888 520 030
    Office: +359 34 443 775
    Skype: gretalet
    Email: greta.letcheva@gmail.com
    Website: http://oliorue.blogspot.com/
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Offer For Crude & Refined Sunflower And Rapeseed Oil

  1. 1. Page 1 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILBetween the Supplier:Hereinafter called as « Seller »And the Company:………………………………………Hereinafter called as « Buyer »Ref.№:………………………………………….Date:……………………………………………….To: ………………………………….Contract Code: …………………WHEREAS: THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTSANDWARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELYPROVIDE THEPRODUCT AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMSAGREED TO HEREAFTER;WHEREAS:THE SELLER HEREBY AGREES AND MAKES A FIRM CONTRACT TO DELIVER …………….MT OF CRUDE/RAFINED/SUNFLOWER OIL, FOR 12 MONTHS;WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE THIS CONTRACT UNDER THE TERMS ANDCONDITIONS OF THIS SALES AND PURCHASE AGREEMENT, IT IS THEREFORE AGREED AS FOLLOWS:1. OBLIGATIONS OF THE SUPPLIER1.1. The Seller confirms deliver the following commodity: Crude Sunflower Oil (CSO) with specificationaccording to First Class Export Quality below, SGS certificate of GMO free, Sustainability certificate, and qualityand quantity certificates.Commodity: CRUDE/RAFINED/SUNFLOWER OILOrigin: Russia FederationPurity: 99.99%Price: $1,000 USD/$1,070 USD/MT (One Thousand/One Thousand and seventy/ United StatesDollar per Metric Ton)CIF Bulgarian Port, customs and taxes in country of destinationexcluded.Quantity: ……………MT (+-5%)BULK IN ONE SHIPMENT BY SHIP-TANKER,Period: 12 monthsDelivery Terms: CIF (Cost Insurance and Freight), as per INCOTERMS 2010Packing: BULK IN SHIP-TANKERL/C , MT 103/23 TT, MT760 BG: 100% of the total amount for (1) month from beginning of the contract.PERFORMANCE BOND: 2%Origin Port: in Russia (to be determined in final contract).Destination: BulgarianPortsorother European Port(to be determined by Buyer).INSPECTION: SGSor equivalent mutualagreed surveillance Company,verifying timely delivery, quality,quantity andspecificationsCRUDE SUNFLOWER OIL (CSO) WITH SPECIFICATION ACCORDING TO FIRST CLASS EXPORT QUALITY BELOW.SGS certificate of GMO free, Sustainability certificate, and quality and quantity certificates.GRUDE SUNFLOWER OILSPECIFICATION TYPICAL VALUESPROPERTY ACCEPTABLE LIMITS UNITS
  2. 2. Page 2 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OIL(Normal Oleic)SPECIFIC GRAVITY(20ºCº) 0,918 - 0,923 g/cm3REFRACTIVE INDEX (40ºCº) 1,461 – 1,468 IRAM 5505SMOKE POINT MIN +-10Cº CºFLASH POINT MIN +-10Cº CºCOLOUR RED (ON LOVIBOND CELL)CONSISTENCY LIQUID VISCOUS +20CºODOUR, TASTE SPECIFIC FOR THIS PRODUCTQUALITY AND FOOD SAFETY PARAMETER MAXPEROXIDE VALUE 2.5 meq/KGMOISTURE AND VOLATILE SUBSTANCES 0,2 %FREE FATTY ACID (As Oleic Acid) 1,5 %JODINE VALUE 118 - 141 GJ2/100GINSOLUBLE IMPURITIES 0,05 %SOAP CONTENT 0,005 %SAPONIFICATION VALUE 188 - 194 MG KOH/MGUNSAPONIFICATION MATTERS < 1.50 %TYPICAL FATTY ACID COMPOSITION %C 14:0 < 0,2C 16:0 5,0 – 7,6C 18:0 2,7 - 6,5C 18:1 14,0 – 39,4C 18:2 48,3 – 74,0C 18:3 < 0,3C 20:0 0,1 – 0,5C 20:1 < 0,3C 22:0 0,3 – 1,5SOLID MATER (settleable) = %0,5 MAX1.2. The Seller will guarantee that all documents will be established from the authorities of theProducing/exporting country and that will cover all costs for the exportation, delivery and insurance of thecommodity to any Bulgarian port or otherEuropean Port(Delivery CIF according to Incoterms 2000 & CIF),provided thepayment for the registration of contract to the Ministry of Industry and Trade of the Russiafederation will be guaranteed by Buyer and paid by Seller.1.3. All documents will be sent prior to delivery in copies to the Buyer.1.4. The Seller and Buyer have agreed upon successful performance of first delivery of …………MT, subsequentdeliveries of …………..MT or morewill take place on a regular monthly base. It is agreed that the sameterms andconditions of this agreement shall apply to any next delivery.1.5. Each subsequent shipment shall be delivered upon good and satisfactory delivery of the previousshipmentand upon satisfactory payment settlement to the Seller.1.6.Seller confirms that the commodity to be sold shall be free and clear of any liens or encumbrances and isnot of terrorist and criminal origin.1.7.The Seller is responsible for payment of registration fee to the Ministry of Industry and Trade of RussianFederation for Notarization and Legalization of the Contract for period of 12 months.2. OBLIGATIONS OF THE BUYER:2.0. The Buyer will take care of all charges upon delivery of the commodity atany European port.2.1. The Buyer irrevocably undertakes that the commodityremains the property of Seller until Sellerhas receivedfull payment.
  3. 3. Page 3 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OIL2.2. The Buyer is responsible for issuance of a Bank guarantee at amount in favour of the Seller, as a Securityguarantee for good faith performance and payment by Seller of the Contract registration fee to the Ministry ofIndustry and Trade of Russian Federation and for Notarization and Legalization of the Contract forperiod of12months.This guarantee shall be returned to the Purchaser immediately upon opening the letter of credit, or ifthe same is not issued by default of Seller under this contract.2.3. Buyer or its representative may visit the Factory to confirm the logistic before the shipment of goods.3. TRANSPORTATION & INSPECTION3.0.Shipment in good condition in ship/s which comply with the FEDERATION OF OILS, SEEDS AND FATSASSOCIATIONS LIMITED(FOSFA) Qualifications and Operational Procedures for Ships Engaged in the Carriage ofOils and Fats in Bulk for Edible and Oleo-chemical Use in force at the date of the Bill of Lading.3.1. The Buyer is responsible for transportation & security of the commodity from any Europeanport towarehouse at Buyer’s expense.3.2. The commodity will be inspecting by SGS and it will be inspecting in Buyer’s choice European port by Buyerupon the delivery and SGS will be final report in delivery port.3.3. The Buyer and Seller agree that the assay report to be provided by the Factory shall be acceptedby theBuyer and Seller regarding purity and quantity and will be one of the documents to be presentedat the bankfor final payment and SGS will be the final report at delivery port of destination.3.4. THE OIL SHALL BE OF GOOD MERCHANTABLE QUALITY, IN GOOD CONDITION AND OF AGREED DESCRIPTIONAND SPECIFICATION. IF THE OIL IS SHIPPED IN MORE THAN ONE CONTAINER/TANK ON THE SAME SHIP, THEANALYSIS DETAILS OF THE OIL IN EACH SEPARATE CONTAINER/TANK AT LOADINGSHALL CONFORM TO THEABOVE.3.5. Should the oil on arrival not prove equal to the above, or should the oil contain sea water or otheradmixture, this contract not to be void, but the oil is to be taken with an allowance to beagreed upon or fixedby arbitration provided always that the oil shipped shall conform to the above specification.3.6. CLAIMS, IFANY, SHALLBESUBMITTEDWITHINTEN (10) DAYSAFTERARRIVALOFTHEGOODSATDESTINATION.4. PROCEDURES:1. Buyer issues LOI and Seller issues FCO to Buyer.2. Buyer signs and seals FCO and sends it back along with a Letter of acceptance, containing fullcompany contact details and banking information, remarks and comments, if any.3. Seller sends a draft of NCNDA / IMFPA, Buyer signs and returns the NCNDA / IMFPA. The NCNDA / IMFPAshall be signed by all parties involved.4. Seller issues the Sales/Purchase Contract open for amendments.5. The Buyer signs and seals the draft Contract after revision and amendments (clearly marked, if any).6. Seller issues Final Contract with authorized signature/seal and sends it to Buyer, Buyer signs and seals theContract and returns it to the Seller including a Letter of Acceptance.7. The Buyer issues a Security guarantee and the Seller is responsible for registration and legalization of theinternational contract with the Refinery and for obtaining the Export Permit from relevant authorities.8. Within 3 (three) working days after the contract approval certificate and the Export Permit documenthave been obtained; the hard copies of final contract signed by both parties will be sent to the Buyervia DHL/EMS including the approval certificate and Export Permit document.9. Within 5 (five) working days from receiving the final contract and approval document including exportpermit confirmation document, Buyer’s Bank issues POF (Proof of Funds).10. Within 5 (five) working days after verification of Proof of Funds by Seller’s Bank, Seller’s Bank will send FullPOP (Proof of Product) to Buyer’s Bank, and right away, Buyer’s Bank will open a Non – Operative,Irrevocable, Confirmed, Divisible Letter of Credit (L/C) 100% at sight.11. Seller’s Bank, upon receiving the Non-Operative Letter of Credit from Buyer’s Bank, will issue a PB inamount of 2% of the L/C value that makes the L/C “operative”.12. The shipments commence as per terms of the Contract.
  4. 4. Page 4 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILFULL POP consists of the following documents:Original Copy of license to export, issued by the department of the Ministry of Industrial Trade.Original Copy of approval to export, issued by the department of the Ministry of justice.Original Copy of statement of availability of the product.Original Copy of the Factory commitment to produce the product.Original Copy of Shipment contract to transport the product to the port.Original Copy of the port storage agreement.Original Copy of the Charter party Agreement (s) to transport product to discharge port.Original Copy of product analyses report.Original Copy of quality of the product.Original Copy of EUR 1 certificate.PAYMENT GUARANTEE: 100% Irrevocable, Documentary Letter of Credit (DLC), covering one month’ quantityand operational for the contract term(, and Auto-Revolving after first delivery ifan Annex for extensionis signedin meantime),issued or confirmed by a prime Bank, negotiable and payable at Seller’s bank 100% at Sight upondelivery at Port of Destination, against presentation of the final SGS report and shipping documents stated inthe contract at the Buyer’s bank.PAYMENT TERMS: Payments will be made on a shipment basis, via SWIFT (MT103/23 T/T), by Buyer’s bank toSeller’s bank.DELIVERY PERIOD: First delivery within 15 DAYS after verification and acceptance of the DLC, and thereafterevery 30 days, if the contract is extended by an Annex, and until the total quantity has been delivered.PERFORMANCE BOND (PB): The Seller will post to Buyer a Performance Bond Guarantee for 2% of the value ofeach shipment, in form of an UNCONDITIONNAL BANK GUARANTEE, to be issued by the Seller’s FirstClassBank.The shipment commences as per terms of the Contract and Seller provides Bill of lading, authorization to boardand SGS Report. Payment is effectedagainst presentation to Buyer’s bank of complete set of shippingdocuments and paid the Seller after the goods has been delivered to the Buyer’s destination.These Procedures have been approved by the Antimonopoly Service ofRussian Federation and serve as aguideline for all transactions involvingExport of Sunflower Crude Oil and other’s products from RussianFederation.IMPORTANT NOTICE: The contract registration fee is not deemed as additional payment because the amount ofthe contract fee will bededucted from the first payment upon delivery the goods to the Buyer’s destination.5. DESTINATION / PRODUCT DISCHARGE:THE GOODS WILL BE DELIVERED CIF, TO ANY BULGARIAN PORTS OR OTHER EUROPEAN PORT, BUT BUYER SHALLDECLARE THE PORT/S OF DESTINATION TO SELLER BY ANY MEANS OF RAPID WRITTEN COMMUNICATION ANDINADVANCE BY EMAIL, NOT LATER THAN 10 DAYS BEFORE THE SHIPS LOADING.THE SELLER MUST NOMINATE THEVESSEL TO THE BUYER IN ADVANCE TO GET THE ACCEPTANCE OF THE BUYER AND TO LET THE BUYER TO VEFIFY THECONFIRMATION FROM THE DISCHARGE PORT BEFORE THE ARRIVAL OF THE VESSEL TO THE PORT OF LOADING.DELIVERY SHALL BEGIN ASSOON AS EVERYTHING IS ARRANGED AND CONFIRMED BY BOTH THE BUYER AND THESELLER.DELIVERY COMMENCES WITHIN TWO WEEKS AS REQUESTED BY BUYER, AFTER THE REGISTRATION OF CONTRACTATTHE MINISTRY AND AFTER THE INSTRUMENT OF PAYMENT TURN ON OPERATIVE.ACCORDING TO AGREEMENTS OF THE SIDES, IF THE SUPPLY OF GOODS ON THE CONTRACT (THE SHIPMENTS)WILLBE REALIZED IN THE ADDRESS OF THE OUTSIDE PARTIES, THEYSHALL BE INDICATED BY BUYER AND APPOINTED BYSELLER IN THE LOADING ORDER.WITHIN SEVENTY TWO (72) HOURS AFTER VESSEL’S DEPARTURE FROM THE PORT OF LOADING, THE SELLER’SSHIPPING AGENT SHALL ADVISE TO THE BUYER BY WAY OF TELEX/FAX/E-MAIL THE INFORMATION INDICATING: THEVESSEL NAME AND VESSEL’S OWNER NAME, FLAG, PORT OF REGISTER, DATE AND TIME OF DEPARTURE, LOADED
  5. 5. Page 5 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILQUANTITY AND WEIGHT(S) OF CARGO, ESTIMATED DATE OF ARRIVAL TO PORT OF DISCHARGE AND ARRIVALDRAFT OF THE VESSEL AND HER LENGTH, PORT OF DISCHARGE NAME, NAME AND CONTACT DETAILS OF VESSEL’SAGENT IN PORT OF DISCHARGE.NOTICE STATING SHIP’S NAME, DATE OF BILL/S OF LADING AND APPROXIMATE QUANTITY SHIPPED SHALL BEDESPATCHED BY SELLER TO THE BUYER NOT LATER THAN 10 DAYS AFTER THE DATE OF THE BILL/S OF LADING.THE DATE OF BILL OF LADING SHALL BE CONSIDERED PROOF OF THE DATE OF THE SHIPMENT IN THE ABSENCE OFCONCLUSIVE EVIDENCE TO THE CONTRARY. THE SELLER SHALL HAVE THE RIGHT TO DELIVEREARLIER THANAGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HEREIN, WITH THEAPPROVAL OF THE BUYER. THE PRODUCT SHALL BE SHIPPED TO THE RELEVANT PROVISIONSOF THIS CONTRACTWITH THE SHIPMENT TO BE FORWARDED TO DESTINATION PORT.SELLER SHALL PROVIDE WRITTEN ALERT TO BUYER WITHIN 24 (TWENTY FOUR) HOURS AFTER RECEIPT OF NOTICETHAT VESSEL TRANSPORTING THE COMMODITY HAS EXPERIENCED DAMAGE, PERIL, LOSS, BREAKDOWN ORACCIDENT.THE OIL SHALL BE DISCHARGED AT THE PORT OF DESTINATION AT A BERTH SUITABLE FOR THE DISCHARGEOFOILS.NOTICE OF READINESS (“NOR”) SHALL BE TENDERED AT THE UNLOADING PORT AS PER PORT REQUIREMENTS,WHEN THE VESSEL IS IN ALL RESPECTS READY TO UNLOAD.BUYER SHALL TAKE DELIVERY WITH CUSTOMARY QUICKDESPATCH AFTER NOTICE OF READINESS HAS BEEN GIVEN BY THE SHIP-OWNER OR REPRESENTATIVE/S INACCORDANCE WITH THE BILL/S OF LADING, CHARTER PARTY OR CONTRACT OF AFFREIGHTMENT. THE CHARTERPARTY OR CONTRACT OF AFFREIGHTMENT SHALL ALLOW FOR VESSEL BEING AT DESTINATION PORT FORMAXIMUM 2 CALENDAR DAYS TO ALLOW COMPLETE DISCHARGE. IF THE DISCHARGE IS LONGER THAN 2CALENDAR DAYS, BUYER TO BE LIABLE TO PAY DEMURRAGE AT THE RATE AS PER HOUR TARIFF ACCORDING TOFREIGHT CONTRACT.DEMURRAGE/DISPATCH IN LOADING AND DISCHARGE PORTS SHALL BE CALCULATED ONTHE BASIS OF ACTUAL VESSEL MASTER’S CERTIFIED, RECORDED TIMESHEET & STATEMENT OF FACTS. THECHARTERPARTY OR CONTRACT OF AFFREIGHTMENT COPY HAS TO BE SENT TO BUYER FOR ITS CONSIDERATION.IN CASE OF DELAY EXCEEDING FIFTEEN (15) DAYS, THE BUYER MAY DECLARE THE CONTRACT AVOIDED, REFUSE TOTAKE DELIVERY AND CLAIM DAMAGES FROM THE SELLER EQUAL TO THE DIFFERENCE OF THE PRICE OF GOODS THEBUYER HAS BOUGHT IN REPLACEMENT OF THE PRODUCT THE SELLER FAILED TODELIVER AND THE CONTRACTPRICE.6. CONTRACTED QUANTITY:THE TOTAL QUANTITY OF THE CONTRACT SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY THEINSPECTION AUTHORITY AND BY THE BILL OF LADING OF THE SHIPMENT THAT WAS IN EFFECT DELIVEREDTO THEBUYER.7.PRODUCT WEIGHT AND QUALITY:THE SELLER GUARANTEES THAT EACH SHIPMENT SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE OF WEIGHTAND QUALITY AT TIME OF LOADING AND SUCH CERTIFICATE SHALL BE PROVIDED BY SOCIÉTÉ GÉNÉRALE DESURVEILLANCE OR SIMILAR RECOGNIZED AUTHORITYAPPROVED IN WRITING BY THE BUYER. THE SELLER SHALLINSTRUCT SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONALCHAMBER OF COMMERCE (ICC) RULES.THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT PORT OFDESTINATION TO CONFIRM LOADINGAND IT SHALL BE DEEMED TO BE FINAL.THE SELLER HAS THE OPTION OF SHIPPING 5% MORE OR LESS OF THE MEAN CONTRACT QUANTITY.A WEIGHT DEVIATION OF 5 % SHALL BE ALLOWED AGAINST THE WEIGHT MENTIONED IN THE BILL OF LADING.IN CASE THERE IS A DIFFERENCE IN WEIGHT BETWEEN THE LOADING AND DISCHARGE INSPECTION OR THEWEIGHTDEVIATION AMOUNT PERCENTAGE EXCEED THE SPECIFIED ABOVE, THE PARTIES SHALL MAKE AN EFFORT TORECONCILE SUCH DIFFERENCE BY WAY OF COMPENSATION TO BUYER OR TO SELLER FOR THE EXCEEDINGDEVIATION AMOUNT, IN SHORTAGE OR IN EXCESS, RESPECTIVELY, ON THE BASIS OF CONTRACT PRICE ORCOMPENSATION BY THE FOLLOWING SHIPMENT.
  6. 6. Page 6 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILIN CASE THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS GREATER THAN THE WEIGHT DESCRIBEDINSELLER’S INVOICE, THE BUYER SHALL COMPENSATE THE SELLER THE RESPECTIVE DIFFERENCE PRO RATA TO THEPRICE SET FORTH IN THIS CONTRACT. IF THE WEIGHT OF THE FINAL CERTIFICATE ISSUED BY SGS IS LOWER THAN THEWEIGHT DESCRIBED IN SELLER’S INVOICE, THE SELLER SHALL COMPENSATE THE BUYER THE RESPECTIVE DIFFERENCEPRO RATA TO THE PRICE SET FORTH IN THIS CONTRACT.IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO THE INSPECTIONCERTIFICATE (S) ISSUED AT THE PORT OF LOADING AND DESTINATIONCANNOT BE SETTLED AMICABLY OR AS ISAGREED ABOVE, IT IS HEREBY AGREED THAT ARBITRATION CLAUSE SHALL BE EMPLOYEDTO DETERMINE THEAPPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINSTEITHER BUYER OR SELLER.8. PACKING:…………MT (BULK IN SHIP-TANKER)9. PRICE PER METRIC TON FOR THE OIL AND TOTAL AMOUNT :Crude/Rafined/Sunflower OIL CIF Price: $1,000 USD/$1,070 USD/MT10. PAYMENT TERMS:PAYMENT TERMS: By Irrevocable Confirmed Letter Of Credit Payable 100% at Sight in Seller’s BankagainstPresentation of Shipping Documents as Per Contract. The payment will be within 2 working days after arrival ofthe ship at the port of destination and issuance of SGS Certificates confirmed bythe Buyer.i.The price to be paid will be of: $1,000 USD/$1,070 USD (One Thousand /One Thousand and seventy/ UnitedStates Dollars) per Metric ton of net weight. For every next delivery after 12 months Contract, Seller and Buyerwill agree on a pricing to be confirmed in written form by Buyer and Seller, not later than 4 (four) days beforenext tranche deliver from Seller to Buyer after 12 months contract has runs out for the renew of contract.ii. Every payment will be based on the assay report issued by the Refinery considering the « net weight »of thecommodity. It will be recognized and accepted by both parties, unless other is determined by final inspectionand/or is stipulated in the contract.iii. The Payment of the commodity according to the terms of the contract will be executed by SWIFT (MT103/23T/T) Bank transfer within 2 (Two) banking days after delivery atPortofDestination and issuance and againstpresentation in Buyer’s Bank of all certificates and commercial and shipping documents stated in the contract,including SGS inspection certificates issued at unloading port upon delivery of the Goods.iv. Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or hisbank. Theparty shall effect payment to the payee’s bank on or before the due date for payment and paymentinstructions shall specify a value date not later than the secondbank working day after the day of payment,unless any claims in written is submitted meantime, according to Art.3.6 above.Transfers will be made to the account of the Seller. All amounts will be paid in Euro (€) or United States Dollars.PAYMENT:Within 7 (Seven) banking days after dateofsigningoftheSalesandPurchaseContract, the SELLER willsend the POP factory background checking + analysis of current pressing. Transmission of POP must beannounced up front showing documents and transfer code.Buyer’s bank when the POP and the SGS is verified responds to the Seller banks within 2 (Two) banking days withthe NON-OPERATIVE LC, Also within2 (Two)banking days,afterreceiptofan Operative PerformanceGuaranteeand aFull POP(PROOFOF PRODUCT)tobeissuedbytheSeller’sBank,Buyer’sBankshallissueinfavoroftheSeller’sbankaccountasnominatedbythe Seller,anOperative,Irrevocable,DocumentaryLetterofCredit(DLC) Non- Transferable,Divisible,Irrevocable,andIssued orConfirmedbyTopWorld Bank,PAYABLE100%AT SIGHT.Paymentmustbereleased100%,upon delivery atPortofDestination,againstSGS Final Reportin delivery port andallcommercialand shipping documents stated in the contract.If any payment is not made on or before the due date for payment, interest shall be payable.11. PERFORMANCEBOND:
  7. 7. Page 7 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILAfterreceiptofNON OPERATIVE LC, The Seller Bank will issue an Operative Performance Guarantee of 2%(Draft)totheBuyer’sBank,TheSeller’sBankwillissueanOperativePERFORMANCEBONDGUARANTEEforthevalueofonemonth’shipment,informofanUNCONDITIONNALBANKGUARANTEEissuedbyaFirstClassBank.12. PENALTY AND TERMINATION:The parties agree that in case of breach of this contract the defaulting party shall pay a penalty of 5% of thevalue of the financial instrument(LC).The Seller and Buyer have the right to terminate this agreement if the Buyer or the Seller shall fail to carry outany obligation under this agreement.In case the Seller cannot deliver the agreed quantities within 15 days after activation of the financialinstrument, the Seller shall pay penalties in the amount of 0.1% per day, but not more than 5% of the valueof the financial instrument. The Seller will not pay the PB in addition to the contractual penalty.In case the Buyer doesn’t activate the financial instrument or doesnt issue the payment in the agreed terms,without to notification of any written complaints to the Seller, the Buyer shall pay penalties in the amount of0.1% per day, but not more than 5% of the value of the financial instrument.The payment of the contractual penalty does not relieve the breaching party from continued compliance withthe obligations stated in this contract.13. PRODUCT DOCUMENTATION PER SHIPMENT(1) 3/3 SET OF OCEAN BILL OF LADING, “CLEAN ON BOARD” (3 ORIGINALS + 3 COPIES, One Bill of Lading willbe used by the Surveyor Company in destination port to carry out the quality and quantity control, plus2 N/N copies of Bill of Lading made out “Clean on Board”. The B/L shall be signed in original by thecarrier or shipping agent and “blank” issued or endorsed for the destination identification of the loadedcargo with the quantity expressed in Metric Tons), stating:- The name of the Company responsible for the carriage of Goods (ship owners);- Statement “clean on board” “shipped on board”- Signature or authentication of the carrier or the Master.- Statement that all the contractual Goods have been shipped on board in a single shipment.- Contractual port of loading and destination.- “Freight Prepaid” issued to the order of “______” and consigned to “_____”;(2) CERTIFICATES OF QUALITY ISSUED BY SGS OR COMPATIBLE AUTHORITY at loading and unloading port,showing kind, quality and quantity shipped evidencing that Goods are in full conformity withspecifications and conditions within the maximum and minimum required in this contract, dated andsigned both by Buyer and Seller;(3) WEIGHT CERTIFICATES AS PER LOADING AND UNLOADING PORT SCALE, ISSUED BY SGS;(4) CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE OF THE COUNTRY OF ORIGIN;(5) SIGNED COMMERCIAL INVOICE IN NAME OF BUYER, showing the Goods name, Documentary Letter ofCredit number, B/L number and date, quantity loaded, invoice value and delivery destination;(6) PACKING LIST OF SHIPMENT;(7) INSURANCE CERTIFICATE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY, COVERING ALL RISKS AT110% OF INVOICE VALUE;(8) PHYTOSANITARY INSPECTION CERTIFICATE;(9) AUTHENTICATE COPY OF THE EXPORT LICENCES OR EQUIVALENT DOCUMENT;(10) CERTIFICATE OF SHIPPING COMPANY OR ITS FREIGHT FORWARDING AGENT STATING THAT ORIGINALSIGNED COPIES OF CERTIFICATES HAVE BEEN INCLUDED IN SHIPMENT OF GOODS, and certifying thedate of arrival and berthing of the ship carrying the Goods at the Port of Europe;(11) CERTIFICATE OF GMO FREE AND ANY OTHER CERTIFICATES THAT MAY BE DEEMED NECESSARY WILL BEPROVIDED.FOR THEIR PERUSAL ALL OTHER CERTIFICATES LIKE CERTIFICATE OF NON RADIOACTIVITY,AND ANY OTHER IF ISREQUIRED WILL BE SENT TO THE BUYER BY FAX OR Email.
  8. 8. Page 8 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILBuyer is to accept photostat or certified copy/ies of items (9), (10) and (11) relating to the whole parcel/s.EACH OTHER OF THE ABOVE DOCUMENTS SHALL HAVE ONE (1) ORIGINAL SET AND THREE (3) NON-NEGOTIABLESETS WHICH SHALL BE SENT TO THE BUYER BY FIRST CLASS COURIER SERVICE (DHL).14. PRODUCT INSURANCE:THE SELLER SHALL PROVIDE INSURANCE ISSUED BY FIRST CLASS MARINE INSURANCE COMPANY.15. IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT SHALLBE TAKEN CARE OF BY THE BUYER. BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, ANDCOPY SENT TO SELLER.BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LISCENSES OR ANY OTHER DOCUMENTSREQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION. SELLER WILL BEAR NO RESPONSIBILITY TO PROVIDESUCH DOCUMENTATION.BUYER WILL BEAR ALL COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTSAND PENALITIES IF SUCH DOCUMENTS ARE NOT SECURED.IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION THE BUYER ISREQUIRED TO PROVIDE. SHIPPING BASED ON INCOTERMS 2000-10.16. FORCE MAJEURE:NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACTOF GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY. THE PARTIES DOHEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONALCHAMBER OF COMMERCE, GENEVA, SWITZERLAND, AND AS DEFINED BY ICC RULES UNIFORM CUSTOMS ANDPRACTICE.17. DISPUTES AND ARBITRATION:ALL DISPUTES ARISING IN CONNECTION WITH THIS CONTRACT SHALL FIRSTLY BE SETTLED AMICABLY.IN CASE ANY DISPUTE ARISING OUT OF THIS CONTRACT CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES,INCLUDING ANY QUESTION OF LAW ARISING IN CONNECTION THEREWITH, SHALL BE REFERRED TO ARBITRATION INLONDON (OR ELSEWHERE IF SO AGREED) IN ACCORDANCE WITH THE RULES OF ARBITRATION AND APPEAL OFTHE FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LIMITED, IN FORCE AT THE DATE OF THIS CONTRACTAND OF WHICH BOTH PARTIES HERETO SHALL BE DEEMED TO BE COGNIZANT.IT IS HEREBY EXPRESSLY AGREED ANDDECLARED THAT THE OBTAINING OF AN AWARD FROM THE ARBITRATORS, UMPIRE OR BOARD OF APPEAL (AS THECASE MAY BE), SHALL BE A CONDITION PRECEDENT TO THE RIGHT OF EITHER PARTY HERETO OR OF ANY PERSONCLAIMING UNDER EITHER OF THEM TO BRING ANY ACTION OR OTHER LEGAL PROCEEDINGS AGAINST THE OTHEROF THEM IN RESPECT OF ANY SUCH DISPUTE.IF THE DISPUTE PROVES IMPOSSIBLE TO SETTLE AS IS AGREED ABOVE, THE DISPUTED MATTER ARISING INCONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION ANDARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC). THE PLACE OF ARBITRATION SHALL BE ONPLACE OF THE PLAINTIFF.18. AUTHORITY TO EXECUTE THIS CONTRACT:THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT ANDACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.19. EXECUTION OF THIS CONTRACT:THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTSAND TRANSMITTED VIAFACSIMILE OR EMAIL TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING.20. GOVERNING LAW:
  9. 9. Page 9 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OILTHIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATIONCONVENTION FOR THE SALE OF GOODS (U.N. CONVENTION). IN EVENT OF INCONSISTENCY BETWEEN THISCONTRACT AND THE PROVISIONS OF THE U.N. CONVENTION, THIS CONTRACT SHALL HAVE PRIORITY FOR THEPURPOSE OF ARTICLE 39, OF THE U.N. CONVENTION; A REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE 5DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE EUROPEANUNION, WHICH SHALL APPLY TO ICC RULES AND REGULATIONS.21. LANGUAGE AND NOTICES:THE LANGUAGE WILL BE THE ENGLISH LANGUAGE.NOTICES TO BE DESPATCHED BY ANY MEANS OF RAPID WRITTEN COMMUNICATION AND IN ADVANCE BY EMAIL.ALL NOTICES SHALL BE UNDER RESERVE FOR ERRORS IN TRANSMISSION.22. ASSIGNMENT:THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, WITH PRIOR PERMISSION OF THE OTHERPARTY.23. NON-CIRCUMVENTION AND NON-DISCLOSURE:THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE,GENEVA, SWITZERLAND FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL ANDEVERYONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND CONTRACT, ANY ADDITIONS, RENEWALS, ANDTHIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF (5) FIVE YEARS FROM THE DATE OFEXECUTION OF THIS CONTRACT.24. BANKING INFORMATIONNO CONTACT WITH THE SELLER’S/BUYER’S BANK/S MAY BE MADE WITHOUT THE EXPLICIT WRITTEN PERMISSION OFTHE SELLER/BUYER. IF CONTACT IS MADE WITHOUT THIS PERMISSION THE CONTRACT IS CONSIDERED NULL ANDVOID.SELLER/BUYER RESERVES THE RIGHT TO USE ONE OF ITS ALTERNATE CORPORATE BANK ACCOUNTS. IN THE EVENTAN ALTERNATE ACCOUNT IS TO BE USED, SELLER/BUYER WILL NOTIFY BUYER/SELLER OF NEW BANK COORDINATESWITHIN 48 HOURS OF RECEIPT OF SIGNED AND SEALED CONTRACT.SELLER/BUYER REQUIRES THAT BUYER/SELLER NOTIFY SELLER/BUYER PRIOR TO FORWARDING ANY FINANCIALINSTRUMENT OR CORRESPONDENCE TO SELLER’S/BUYER’S BANK.BUYER’S BANKING INFORMATIONBANK NAME:BANK ADDRESS:ACCOUNT NUMBER:ABA:ROUTING SWIFT:ACCOUNT HOLDER:BANK OFFICER:FAX:SELLER’S BANKING INFORMATIONFOR 100% LC PAYMENTBANK NAME:BANK ADDRESS:ROUTING SWIFT:ACCOUNT HOLDER:25.EFFECTIVE DATE AND VALIDITY
  10. 10. Page 10 of 10SAMPLE SALES AND PURCHASE AGREEMENTCRUDE SUNFLOWER OIL25.1 The contract shall come into full effect upon its signing by both parties according to the presentagreement.25.2 The contract will hold its validity if the first shipment of ………….MT is made within 15 days after issuanceand activation of DLC under, plus 15 days tolerance, and remain valid for further 12 months thereafter,unless any extension to be agreed by the Parties. Any delay under provision of the contract leads to anextension of time for completion of the contract with the time of delay.26. CONCLUSION:In witness thereof, the Parties have signed and by doing so have accepted and approved allcovenants, termsand conditions of contract. The agreement is compiled in 10 (ten) pages, and each party retains the PDF asoriginal until exchanging the hard copies.Spellings and typographical errors and differences of such nature between Bank issued and Beneficiary issueddocument shall not be deemed discrepancies.BUYER’S COMPANY DETAILSCompany NameAddressTel:EmailSEALS ANDSIGNATURES BUYER: BY: _______________________SELLER’S COMPANY DETAILSCompany NameAddressTel:EmailSEALS ANDSIGNATURES SELLER: BY: _______________________

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