Quality and weight are final at loading port as per Certificates of quality and weight, issued by the  inspection company SGS or Inspectorate at buyer’s expense and choice.  

PRICE AND TOTAL VALUE: Price of Goods delivered CPT under the Contract is USD 75,00 (seventy five dollars ) per one metric ton.

DELIVERY: Terms of delivery is CPT port (INСOTERMS') .
The contract period of delivery is  February 15 – March 15, 200_, both dates included.

TERMS OF PAYMENT:
Payment for goods to be done by the Buyer in US dollars by cash transfer to the Seller’s account:
-    80 %, payment within 1 banking day against presentation of invoice, railway bills and certificates of quality issued by State Grain Inspection to offices of forwarding company.
-    20 %, payment within 2 banking days against presentation of shipping documents to offices of forwarding company: Certificate of Origin, Phytosanitary Certificate, Veterinary Certificate.
All shipping documents  to be issued in English.

PENALTIES:
In case of non fulfillment or improper fulfillment of the obligations under this contract the party responsible for above said shall  bear responsibility according to terms and conditions of the present contract. In case of absence and consecutive delay of delivery of the goods – demurrage to be paid for the Seller’s account, as well as storage on wagons in the port. Sellers undertake to pay fee at the rate 0.5 % from contract amount for each day of delay up to the date of its completion  but not more then 8 %. In case of delay with payment Buyer undertakes to pay fee at the rate 0.5 % from contract amount for each day of delay in payment, but not more, then 8 % of the total contract value.

FORCE MAJEURE:
Should any force majeure circumstances arise which prevent the complete or partial fulfilment by any of the parties of their respective obligations under this Contract, namely: fire, flood, earthquake, wars, strikes, local power actions, embargo, currency limitations, season natural phenomena, in particular, freezing of sea, straits, ports, closing of ways, straits etc. the time stipulated of the obligations shall be extended for a period equal to that during which circumstances will remain in force.
If the above circumstances continue to be in force for more than 3 months each party shall have the right to renounce to any further fulfilment of the obligations under this Contract and in such case neither of the parties shall have the right to make a demand upon the another party for the compensation of any possible damages.
The party for whom it becomes impossible to meet its obligations under this Contract shall immediately, however, not latter than 5 business days after the commencement of such circumstances, inform about it another party.
Late notification about force major circumstances deprives the corresponding party of the right to refer to them subsequently.
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.
Beginnings of a.m. circumstances does not release the Buyer to pay goods delivered before such circumstances arisen.

ARBITRATION: Any dispute and disagreement arising  out of or under this Contract, on which the parties can not reach a consent by means of negotiations, shall be settled in International Commercial Arbitration of the Ukrainian Chamber of Commerce in Kiev.

GENERAL TERMS: This Contract hereto contains the entire understanding of the Parties with respect to its subject matter, and replaces any previous agreement made either orally or in writing in connection therewith. The present Contract is signed in accordance with the terms of INCOTERMS’90.
The Contract shall come into force since the date of its signing and is valid upon to both parties fulfill their obligations.
All amendments and alternations in this Contract are valid only in written form and should be signed by the authorized representatives of both parties.
The Contract and all documents connected with it, transmitted by fax, are valid if they have one original signature and stamp at least.
Upon signing the present Contract, all  preceding talks and correspondence on it lose their force.
The present Contract has been drawn up in English and Russian languages in two copies, having equal legal force.

BANK REFERENCES OF THE PARTIES

Place          /02/200_
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 seed meal in bulk, produced from crop _, origin Ukraine.

2. Price and total value. Price at USD _.00 (__)per MT Carriage Paid To (CPT – Incoterms __) one safe berth of ___ port.

3. Quantity. 3,000 metric tons 5 % more or less in buyer’s option.
Final at loading port as per Certificates of quantity issued by first class surveyor. Inspection to be ordered and paid by the Buyer.

4. Quality. Final at loading port as per Certificates of quality issued by first class surveyor with following specification:
Moisture: 10 %, max.
Fat: 2 %, max.
Protein (on dry basis): 36 % , min.
Fibers: 18 %, max
Goods is to be sound, loyal, merchantable, free from live insects and foreign smell.
Inspection to be ordered and paid by the Buyer.

5. Period of delivery. Shipment __ – __ March 200_, both dates included.

Continuation available upon request
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