Seller: __ Represented by Mr. , Director, acting in accordance with the Articles of Association, on the one part, and
Buyer: ___ Represented by Mr. , Director, acting in accordance with Articles of Association, on the other part, have made this Contract whereby it is agreed as follows.
1. Goods. Sunflower seeds in bulk, crop 20_, Ukraine origin.
2. Price. USD 000.00 () per MT delivered Free On Board stowed and trimmed (FOB – Incoterms) one safe berth of port.
3. Quantity. ,000 metric tons +/-10% in buyer’s option. Final at loading port as per Certificates of Quantity issued by a first class surveyor company (over 0.5 per cent difference of weighing at load port and draft survey on Seller's account). Inspection to be ordered and paid by the Buyer. Seller has his right to order inspection company on his own expences for checking of quantity.
4. Quality. Quality final at loading as per SGS certificates at sellers costs. Buyers have the right to appoint their own FOSFA approved surveyor to perform co-joint sampling of the cargo. Such surveyor for buyers’ account.
Specification: - Oil content: Basis 44% oil, TQ, reciprocal allowances 1,5% for each 1% over or under the basis, fractions in proportion.
- Moisture: Basis 9%, maximum 10% moisture non-reciprocal allowance 1:1 to be paid from sellers to buyers between 9% and 10% fractions in proportion.
- Foreign matters: Basis 2% maximum 4% admixture non-reciprocal allowance 1:1 to be paid from sellers to buyers between 2% and 4% fractions in proportion.
- Free fatty acid: Basis 2% maximum 3% Free Fatty Acids non-reciprocal allowance 2:1 to be paid from sellers to buyers between 2% and 3% fractions in proportion.
Radioactivity caesium 134-137, maximum 600 becq/kg.
Goods to be sound, loyal, merchantable, free from alive insects, harmful seeds, castorseeds, poisonous seeds and foreign smell.
Fosfa 4. One analysis per 1000mt. All analyses to be made by one of the
following FOSFA labs: Lab. Wiertz, Dr. Verwey, Labco, Bio-data, SGS Dordrecht,
First analysis by buyers (at their expense)
In any of the above mentioned labs, Sellers have the right to claim a second analysis
(at their expense) in another of the above mentioned laboratories.
If no second analysis asked for within 7 working days after presentation of the first analysis to sellers, then the result of the first analysis to be final.
Both parties have the right (after giving notice to the other party) to claim a third analysis in another of the above mentioned laboratories (at their expense) within 7 working days after presentation of the second analysis to Sellers. The maximum number of contractual analysis is three. If more than one analysis is made, then the average of the two closest results to be final.
5. Period of delivery. , both dates included.
6. Nomination of the vessel
6.1 The Seller shall, within 7 days before loading, notify in writing (by fax, by telex, E-mail) the Buyer of the quantity of the Goods ready for loading.
6.2 The Buyer shall, within 7 days form receipt of such notification, deliver the vessel to loading port.
6.3 The Buyer shall, within 2 days before arrival of the vessel in the port of loading, send a fax or telex to the Seller or his agent in the loading port communicating the name, deadweight, flag, expected date of arrival and particulars of the vessel and any other information that might be useful, and loading instructions and shipping order to the Seller as regards preparation of loading documentation with an indication of the quantity of goods to be loaded on board the vessel.
6.4 The Buyer shall ensure that the vessel arriving in the port meets the port requirements.
6.5 The Buyer, Buyer’s agent or Seller’s agent shall transmit to the Seller 2 days’ and 24 hours’ notices before arrival of the vessel in the loading port.
6.6 Notice of readiness for loading shall be given during the official working hours of the port, whether the vessel has arrived in the port or not, has been berthed or not or has been through the customs inspection or not. The notice can be transmitted by radio, VHF or otherwise in writing.
6.7 Laytime for loading shall commence from 13.00, if the notice of readiness was given before midday, and from 08.00 of the next working day, if the notice was given after midday of the working day.
7. Terms of loading.
Cargo shall be loaded on board by means and for account of the Seller at a minimum loading rate of 00 Mt within 24 consecutive hours of a weather working day. Saturdays, Sundays and holidays excluded even if used.
8. Terms of payment
Payment for goods to be made by the Buyer in US dollars by cash transfer to the Seller’s account:
8.1 90%, payment within 3 banking days against presentation of shipping documents to offices of forwarding company “”,:
8.1.1 Preliminary commercial invoice for the for 90% value of goods to be delivered;
8.1.2 Certificates of quality issued by GSI;
8.1.3 Presentation by fax to offices of – FCR from forwarders “”, which confirms that Goods arrived in port.
8.2 10% payment within 2 banking days against presentation of original shipping documents to the Buyer's bank:
8.2.1 Full set of B/L marked "Clean on board";
8.2.2 Final commercial Invoice for the 10% value of delivered goods;
8.2.3 Certificate of Origin issued by the Bulgarian Chamber of Commerce;
8.2.4 Phytosanitary Certificate issued by the official Quarantine Inspection in the port of loading;
8.2.5 Radioactivity certificate issued by the State Grain Inspection;
8.2.6 Certificate of fumigation issued by an independent Fumigation Company.
Fumigation to be done on board the vessel at Seller’s expense only if alive insects have been found by a first class superintendent company or quarantine inspection prior to or during the loading of the goods. In other cases fumigation to be paid by the Buyer.
The Buyer shall have to send to the Seller final documentary instructions not later than within 1 bank working day before completion of loading of the vessel.
The Buyer has the right to request additional documents as per agreement with the Seller.
All shipping documents to be issued in English.
All banking expenses in the Buyer’s bank to be for the Buyer’s account. All banking expenses in the Seller’s bank to be for the Seller’s account.
In case of non-fulfillment or improper fulfillment of the obligations under this contract the party responsible for this shall bear responsibility:
9.1 in the case of delay of delivery of the goods – demurrage to be paid for the Seller’s account as per the rates specified in the relevant Charter Party.
9.2 the Seller undertakes to pay a penalty at a rate of 0.5 % of the contract value for each day of delay until the date of delivery.
9.3 in the case of shortage in weight as specified by the Buyer, the Seller shall be obliged to pay a penalty at a rate of 10.00 USD per MT as well as dead freight calculated as per the relevant Charter Party.
9.4 in the case of delay in payment the Buyer shall be obliged to pay a penalty at a rate of 0.5% of the contract value for each day of delay.
9.5 Should the Buyer due to insufficient reasons, terminate the contract, the Buyer shall be obliged to pay a penalty at a rate of 10.00 USD per MT.
9.6 In the case of the vessel being delayed for more than 48 hours from the final date of arrival, the Buyer shall reimburse the Seller any losses by borne by him, provided such losses are supported by documentary evidence.
10. Force majeure
10.1 Should the parties fail to fulfill their obligations under this Contract due to the circumstances of Force Majeure, namely: fire, acts of elements, weather conditions, military actions, war, embargo, government interference and other circumstances beyond either Party’s control, the time for fulfillment of the Contract obligations will be extended for a period equal to that during which such circumstances will remain in force.
10.2 Should the above circumstances continue to be in force for more than two months, both parties will have the right to renounce their obligations under the Contract and will be released from the liability for any loss or damage incurred in connection therewith.
10.3 The party for which it has become impossible to meet obligations under this Contract, must immediately notify the other party of the commencement and cessation of the above circumstances.
10.4 Late notification about Force Majeure circumstances deprives the corresponding party of the right to refer to them subsequently.
10.5 A certificate issued by the respective Chamber of Commerce of the Seller’s or Buyer’s country shall be sufficient proof of such circumstances and their duration.
11. Arbitration and governing law.
11.1 This contract is made upon the terms, conditions and rules of contract FOSFA 4 and arbitration rules FOSFA in force at the date of this contract, of which the parties admit that they have knowledge and notice, and the details above given shall be taken as having been written into such contract form in the appropriate place. Any special terms and conditions contained herein and/or attached hereto shall be treated as if written on such contract form and shall prevail in so far as they may be inconsistent with the printed clauses of such contract form.
11.2 Any dispute arising out of or under this Contract shall be referred to arbitration in London and shall be dealt with in accordance with the arbitration rules under English law and pursuant to FOSFA rules mentioned above.
12. Other conditions
12.1 This Contract becomes effective as from the date of signing and will remain in force until the parties complete their contractual obligations in full.
12.2 All amendments and appendixes to this Contract will be valid only if they are made in writing and duly signed and stamped by both Parties.
12.3 This Contract or any appendix thereto duly signed and sent by the parties via fax will be considered valid, until hard copies are received.
12.4 The present Contract is considered to be confidential and cannot be disclosed to third parties unless written approval is obtained by the Parties to this Contract.
12.5 This Contract is made in the English and Russian languages having equal legal force in duplicate originals, 1 original for each party.
Banking references of the parties
Quantity : .000 mton , 5% more or less in Buyers option at contract price
Commodity : Ukrainian Black Sunflower seed, crop 200_ in bulk
Suitable for oil extraction, good merchantable quality.
-Oil content basis 44% tale quale sample, reciprocal allowances 1,5% for each 1% over or under the basis ,fractions in proportion.
-Moisture basis 9% max 10% with penalty 1:1 non reciprocal to be paid from Sellers to Buyers between 9% and 10% fractions in proportions.
-Admixtures basis 2% max 4% with penalty 1:1 non reciprocal to be paid from Sellers to Buyers between 2% and 4% fractions in proportion.
-Seed not to contain castor seed or other poisonous seeds.
-FFA basis 2% max 3% bonif 2:1 between 2% and 3% fractions in proportion to be paid from Sellers to Buyers.
-Radioactivity CS 134/137 max 600 BECQ/KG.
Weight : Final at loading as per 1st class independent international superintendent weight certificate
Quality : Sampling as per FOSFA 4A 1st analysis final as per LABCO Rotterdam results. Costs there of to be shared 50/50
Delivery : 15 April – 10 Mai 200_, both dates incl.
Continuation available upon request