SALE & PURCHASE AGREEMENT

Cost Insurance Freight Terms Contract (C.I.F.)

Refined White Cane Sugar ICUMSA 45 RBU

 CIF CHINA PORT / USD. oo0,00.- PER MT

This Agreement is made on July 07, 2016and entered into between:

(validity of the offered draft contract: 12^th of July, 2016)

 SELLER:           

BUYER:

Hereinafter referred to as “Buyer

Whereas the buyer hereby confirms that they are ready, willing and able to purchase the mentioned commodity under the terms and conditions mentioned subject to execution of the contract for the purchase of the said commodity upon consideration of the mutual agreement.

Whereas the sellers with full corporate authority and responsibility hereby certify, represent and warrant that it can fulfil the requirements of this agreement and provide the product.

Both parties hereby agree and covenant as to honouring the following terms and conditions of this agreement as per the International Chamber Of Commerce ICC rules for international trade.

Clause 1. PRODUCT & SPECIFICATION:

Origin: Brazil

Product: ICUMSA 45 SUGAR

SPECIFICATIONS

POLARITY at 20ºC: 99.80º Minimum

SULPHATED ASH CONTENT: 0.04% Maximum by Weight

MOISTURE: 0.04% Maximum by Weight

MAGNETIC PARTICLES: mg/kg 4

SOLUBILITY: 100% Dry & free flowing

GRANULOMETRY: Fine Standard

ICUMSA: Colour 45 ICUMSA attenuation index Units (Method #10-1978) Maximum

Max AS: 1 P.P.M.

Max Pb:  2 P.P.M

Max Cu:  3 P.P.M.

COLOUR: Brilliant White

REDUCING SUGAR: 0.010% Maximum in Dry Mass

RADIATION: Normal w/o presence of cesium or iodine SO2: mg/kg 20

HEAVY METALS, TOXIC ELEMENTS Maximum mg / kg basis

ARSENIC 0.50   CADMIUM 0.05   COPPER 1.00

LEAD 1.00   MERCURY 0.01   ZINC 3.00

PESTICIDE TRACES Maximum mg / kg basis

DDT 0.005   PHOTOXIN 0.01 HEXACHLORAN GAMMA ISOMER 0.005

MICROBIOLOGICAL LIMITS

PATHOGENIC BACTERIA including SALMONELLA per 25 gram:  Nil.

Bacillus per gram: Nil

CROP: CURRENT AVAILABLE (2015/2016)

Clause 2. 12 MONTHS CONTRACT QUANTITY:

75,000 MT per month.

Total contract 900.000 MT One Year.

Clause 3. SHIPMENT IS CIF:   ( NIE POPRAWIAŁEM TEGO )

Dispatch  in vessels off  25,000  MT shipments after 30/45 days of receipt of from the bank Buyer  NON ACTIVE financial document (ARDLC/DLC + MT 700/TOP 25/50), activated by the Seller bank according to the procedure –  Clause 10.TRANSFER  before Loadingby Buyer side.

Vessels must be not older than 20 (twenty) years, Lloyds register or equivalent.

Clause 4. PACKING:

50 KG. Poly lined new jute bags. Packed into 1 MT per big bag in order to load and unload. The Seller shall provide for each vessel 2% empty bags for replacement of the damaged bags free cost.

Clause 5. PRODUCT PRICE PER METRIC TON:

Price USD $oo0.00 (xxxxx DOLLARS) per metric ton CIF shipment, value  USD $ oo0.00 According to contract conditions. Including in this price: cost of packing, transportation, Insurance (110%), and loading.

Clause 6.  TOTAL CONTRACT VALUE:

USD$ oo,000,000.00  ( xxxxxx )

Clause 7. DELIVERY TERM

CIF – AWSP

INCOTERMS 2010.

Clause 8. PAYMENT TERMS:

Contract guarantee to be supplied by buyer bank within 10 (ten) banking days, upon Seller’s bank letter of readiness, a swift MT 700 (ARDLC/DLC/BG) to the Seller’s bank, being a confirmed, not active

irrevocable, NO-transferable, AUTO-Revolving corresponding to one month contract value, (75,000 MT at USD 00.00 /MT) which is equal to a total of USD$ oo,oo0,000.00 (xxxxxxx  dollars) 100% submitted and released into Seller’s bank. automatic activation FinanCial INSTRUMENT by sending to the bank the seller buying by the bank bank  2 % Performance Bond and  Proof of product   The bank guarantee must to be valid for a period of 13 (ELEVEN) months.within 10(ten) banking days seller’s bank it will activate financial instrument by passing to the buyer’s bank.

The payment at sight -100% ,for each shipment will occur on submission of all documentation in regards to the product, VIA mt 103, upon shipments documents, for up to invoice to the value of each shipment monthly one month’s invoiced value equaling USD$oo,oo0,000.00 (xxxxx   dollars), according the contract, the wire transfer will be issued for every invoiced value.

 Clause 9. INSPECTION:

SociétéGénérale de Surveillance (SGS) or equivalent shall issue an inspection certificate of the loaded quantity and quality for each shipment to certify that the goods are in good order and conditions and being conform to the specification herein stated. Each shipment must be having phyto-sanitary certificate from ministry of health stating that sugar are good for human consumption.

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 SociétéGénérale de Surveillance (SGS) or equivalent 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 SociétéGénérale de Surveillance (SGS) or equivalent also will provide packing condition report.

Clause 10. PROCEDURES:     

1. THE SELLER ISSUES FCO (full corporate offer) TO BUYER. BUYER SIGNED AND SEAL THIS FCO AND RETURN TO SELLER FCO;
2. Seller issues Draft contract which will incorporate full terms, conditions and delivery schedule;
3. Buyer signs and seals each page of FINAL contract and returns to seller. Seller signs and Seals final contract and send back to buyer;Seller and Buyer deposit the final contract to their banks;
4. SELLER ISSUES PROFORMA INVOICE;
5. Within 10 (ten) international banking days the buyer’s bank issues a non Operative, Irrevocable, NO-Transferable , confirmed (by top 50 World Bank) unconditional, unrestricted, unencumbered, ARDLC/DLC to seller’s Bank;
6. Within 10 (ten) international working days the seller’s bank issues to the buyers bank bank 2 % Performance Bond and  POP ( PROOF OF PRODUCT) make the sblc operative.
7. Shipment begins/Commence within 20/40 days from receipt of 100% operative DLC and MT103.
8. The seller’s bank shall send to the buyer’s bank a complete set of shipping documents for confirmation and verification then after reception of the orginals within 5(five) banking days, payment at sight (100% MT-103) is released.

FINANCIAL INSTRUMENTS AS PER UCP 600 CODES AND ANY REVISIONS AS SET BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC). ANY DEVIATION FROM THE ABOVE PAYMENT TERMS IS SUBJECT TO ACCEPTANCE BY THE SELLER.  THE BUYER CAN CLAIM NO RESPONSIBILITY IN THE EVENT THAT ACCEPTANCE OF THE FINANCIAL INSTRUMENT IS REFUSED.

Clause 11. DOCUMENTS REQUIRED BY BUYER:

1.Commercial Invoice, three (3/3) copies

2.One set of 3/3 od residual original clean on board Bill of Lading plus 3 non negotiable copies marked”FreightPrepaid”.The first original bill of loading will be sent (bank to bank) only after full payment T/T fir the shipment is received by the Seller’s Bank .

3.Certificate of Origin issued by the Chamber of Commerce & Industry of Brazil. three (3/3)copies

4.Fumigation certificate issued by BRAZIL Fumigation Company original + 3 copies

5.Phytosanitary certificate issued by the Plant Protection Department if the Ministry of Agriculture and Rual development BRAZIL three ( 3/3) copies

6.Packing list issued by SGS BRAZIL Ltd for eacg lot attesting that of empty new single woven polypropylene bags is 130 grams minimum original + 3 copies

7.Certyfikate of veddels holds cleanliness issued by SGS BRAZIL Ldt.

8. 2 non negotiable copies representing 2% new empty spare polypropylene bags.
9. Inspection certifikate of Quantity final at time of loading issued by SGS BRAZIL Ltd. three (3/3) copies
10. Inspection certificate of Quality final at time of loading issued by SGS BRAZIL Ltd. three (3/3) copies

11.Signed Packing List 3 original pus 3 copies

12.Charter Party Agreement 3 copies

13.Lloy’s register certification copy plus 3 copies confirming that the age the vessel (s) is not more than (20) twenty years

Other documents as called for under the contract. Should documents be presented with an incomplete set of bill(s) of lading or should other shipping documents be missing, payment shall be made, provided that delivery of such missing documents be guaranteed, such guarantee to be signed, if required by Buyers, by a recognized bank. Acceptance of this guarantee shall not prejudice Buyer’s rights under this contract.

No clerical error in the documents shall entitle Buyer to rejection or to delay payment provided that Seller furnish at the request of Buyer a guarantee, to be countersigned by a recognized bank, if required by Buyer.

Seller shall be responsible for any loss or expense incurred by Buyer on account of such error. Buyer agree to accept documents containing the Chamber of Shipping War Deviation Clause and/or other recognized official War Risk Clause.

Clause 12. VALIDITY OF CONTRACT:

This contract must be signed by the Buyer within 48hours.  Electronic copy of the contract shall be deemed legal. Buyer is required to make the financial instrument to Sellers bank by April, 2015. The validity of this contract is very important to ensure the contract value can be locked for this period without any change.

Clause 13.FORCE MAJEURE:

Neither party to this contract shall be held responsible for breach of contract caused by an act of god, insurrection, civil war, war, military operation or local emergency.  The parties do hereby accept the international provision of “force majeure” as published by the international chamber of commerce, Geneva, Switzerland, and as defined by I.C.C. rules uniform customs and practice.

CLAUSE 14. VESSEL DISCHARGE:

The vessel´s master is to advise buyer´s agent at port of discharge the vessel´s name, date arrival, vessel capacity, number of hatches, and number of cargo chambers, quantity loaded per cargo chamber and the particulars of the vessel´s readiness to effect cargo operations through all hatches.

The vessel´s master shall give twenty (20) days and seven (7) days provisional notice and 72, 36 and 24 hours final notice of the vessel´s estimated date of arrival at port of destination of the buyer´s agent at the port of discharge. Such notices shall be effected during normal business hours and whether in berth or not. Lay time shall commence from 13H00. If vessel´s notices of readiness to discharge is given before noon and shall commence from 08H00 on the next working day. Notice is given after noon. If the port is congested lay time is to commence twenty-four (24) hours after notice of readiness is given. If the port of discharge has a lower average discharge rate, the average shall be adjusted according to the port´s capacity; however, minimum discharge rate shall be one thousand and five hundred (1.500) metric tons per weather working day (WWD), subject to offload capabilities of discharge port.

The period from 1700 on a day preceding a holiday to 0800 on Monday, as well as the period from 1700 on a day preceding a holiday to 0800 on the day succeeding the holiday, are excluded even if used. Should the vessel be discharged at the rate less than the average, the buyer shall pay to seller demurrage at a rate of USD 2.500 (two thousand five hundred American dollars) per day and a pro rates share for any portion of a day. It is agreed that demurrage be settled between the vessel´s master and the buyer´s agent within five (5) days from the receipt to the vessel master invoice.

All taxes or levies imposed by the country of destination having any effect on this contract are for the buyer´s account and his sole responsibility.

All taxes and levies, and port duties imposed by the country of origin having any effect on this contract are for the seller account and his sole responsibility.

If the vessel is required to shift from one berth for another or to another port of discharge, said expenses are for the buyer´s account.

Clause 15. ARBITRATION & JURISDICTION:

If any dispute happens the two parties agree to try their utmost to solve it by friendly negotiation. If the dispute proves impossible to settle, all disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the International Chamber Of Commerce + the disputed matter will be subject to arbitration by an arbitrator in London, United Kingdom under ICC rules and regulations. The losing party will pay the arbitration fee…it is understood that in the event of dispute or arbitration, English shall prevail. The award of the arbitrator shall be final and binding for both parties.

Clause 16. DISPUTES OF ARBITRATION:

16.1 Breach of contract. In the event that any of the clauses or provisions as provided for herein is breached by any of the parties to this agreement, the aggrieved party may without prejudice:

16.1.1 Give the defaulting party five (5) days written notice to remedy the breach and five banking days.

16.1.2 In the event that the defaulting party fails to remedy such breach, the aggrieved party may cancel this agreement forthwith and claim such damages as he may have sustained due to the breach of the defaulting party.

16.2 Arbitration. The parties hereby agree to settle all disputes amicably. If settlement is not reached, the dispute in question shall be: submitted and settled by arbitration at the International Arbitration Association Chambers, London. England, by one or more arbitrators appointed in accordance with these rules.

Clause 17. GOVERNING LAW:

This contract shall be governed and interpreted in accordance with the United Nation Convention for the Sale of Goods (U.N. Convention), in event of inconsistency between this contract and the provisions of the U.N. Convention. This contract shall have priority for the purpose of Article 39 of the U.N. Convention; a reasonable period of time shall be deemed to be 5 (five) days. This contract shall further be construed in accordance with the courts of the European Union, which shall apply to ICC rules and regulations.

Clause 18. NON-COMPLIANCE PENALTY:

The Seller warrants to pay all charges of loss and damage incurred to the Buyer if the Seller

fails to execute the loading of goods to the destination within the specified validity of the

MT-103 (with guarantee ARDLC and MT 700) time.

The Buyer warrants paying all charges of loss and damage incurred to the Seller in case he fails to

Make the MT-103 (ARDLC/DLC+MT 700) operational as per the Payment Terms of this agreement within the Specified validity of the  MT-103 (ARDLC/DLC and MT 700) time.

Clause 19.AUTHORITY TO EXECUTE THIS CONTRACT:

The parties to this contract declare that they have full authority to execute this document and accordingly to be fully bound by the terms and conditions. This contract represents the entire agreement between the parties and any changes will be made in writing executed by both parties.

Clause 20.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 and everyone of the parties involved in this transaction and contract, additions, renewals, and third party assignments, with full reciprocation for a period of (5) five years from the date of execution of this contract.

Clause 21. REMARKS:

This contract is written in English. Any Clause of the contract shall constitute an integral part of the contract, and have the same legal effect. This contract is made out in two original copies, one copy to be held by each party in witness thereof.

Clause 22. BANKING DETAILS:

SELLER’S BANK COORDINATES:

BANK NAME                      :

FULL ADDRESS                :

COUNTRY                           : 

SWIFT                                   :

BANK E-MAIL                     : 

ACCOUNT NAME              : RHINO SUGAR FZE
ACCOUNT NUMBER       :

TELEPHONE NO.              :

BANK NAME                      : 

BUYER’S BANKING DETAILS

BANK                                   :

BANK ADDRESS              :

ACCOUNT NAME            :

ACCOUNT NUMBER      :

SWIFT CODE                     :

CITY/STATE/COUNTRY :

BANK TEL                          :

BANK E-MAIL                   :

BANK OFFICER EMAIL  :

BANK OFFICER NAME   :

Buyer’s Confirmed and Correspondent Bank Top 25/50 of the world:

(Please put if the buyer’s bank above-mentioned is not Top Bank 25/50)

Bank Name:

Bank Address:

City/State/                       

Country:

Swift Code:

Clause 23. APPLICABLE LAWS AND DEFINITIONS:

This contract shall be governed by and done according to the rules of the International Chamber Of Commerce (London, United Kingdom) and subject to the interpretation of Inco Terms 2000 Edition and as amended to apply. In witness thereof, both parties have caused this agreement to be signed and executed by their authorized representatives and have thereby understood, agreed and accepted the terms and conditions so stated herein with signature affixed below on the first date above written.

Signed and sealed on by the Parties.

SELLER ACCEPTANCE:BUYER ACCEPTANCE:  

 ADDENDUM “A”

 Schedule of Deliveries

———- END OF DOCUMENT ————

DRAFT ARDLC/MT-700/BG MT 760 FORMAT                                            

TO:

STANDBY LETTER OF CREDIT NO:

AMOUNT:

BENEFICIARY:                                 

SWIFT CODE:

WE, XXXXX(Name of Issuing Bank  TOP 25, Branch Name, Address), HEREBY ISSUE OUR IRREVOCABLE, NON-OPERATIVE, NO-TRANSFERABLE, REVOLVING, CONFIRMED, STANDBY LETTER OF CREDIT IN FAVOUR OFXXXXXX, BEING THE BENEFICIARY FOR THE AMOUNT USD   oo,oo0,000  FOR FACILITIES GRANTED TO THE CLIENT, RHINO SUGAR.FZE

AUTOMATIC ACTIVATION OF FINANCIAL INSTRUMENTS IS DONE BY SENDING AND PROOF OF PRODUCT FROM THE SELER’S BANK TO THE BUYER’S BANK.

DELIVERY OF ICUMSA 45 WILL BE DONE BY SHIPMENTS OF 50.000MT/Month (2 x 25.000 MT) , IT WILL BE ACCOUNTED INDIVIDUALLY.

THIS STANDBY LETTER OF CREDIT IS AVAILABLE BY PAYMENT AGAINST YOUR AUTHENTICATED SWIFT OR TESTED TELEX TO US CERTIFYING THAT THE CLIENT FAILED TO PERFORM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE CREDIT FACILITY AGREEMENT AND THE AMOUNT DRAWN REPRESENTS THE UNPAID BALANCE OF INDEBTEDNESS INCLUDING THE PRINCIPAL AMOUNT, INTEREST ACCRUED AND OTHER BANKING CHARGES DUE TO YOU BY THE CLIENT.

WE WILL FOLLOW RECEIPT OF THE ABOVE AUTHENTICATED SWIFT WITHIN 7 WORKING DAYS TO PAY YOU THE AMOUNT SPECIFIED IN YOUR AUTHENTICATED SWIFT OR TESTED TELEX IN COMPLIANCE WITH THE ABOVE TERMS.

THIS STANDBY LETTER OF CREDIT WILL COME INTO EFFECT ON AFTER THE TRANSFER OF THE PO TO THE AGENT (APPROX 20.03.2016)   AND EXPIRE ON  AT THE COUNTER OF (ISSUING BANK NAME AND ADDRESS)

MULTIPLE DRAWINGS ARE ALLOWED.

ALL BANKING CHARGES ARE FOR ACCOUNT OF THE CLIENT.

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDIT (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600.

THE PROCEDURE RELEASE THE PAYMENT ACCORDING TO THE CONTRACT REFERENCE NUMBER:40/RSC/2016

The seller’s bank shall send to the buyer’s bank a complete set of shipping documents for confirmation and verification then UPON reception of the orIginal DOCUMENTS within 5 (five) banking days payment at sight (100% MT-103)  is released.

sHIPPING DOCUMENTS

• Commercial Invoice
• One set of 3/3 of residual original clean on board Bill of Lading plus 3 non-negotiable copies marked “Freight Prepaid”. The first original bill of lading will be sent (bank to bank) only after full payment T/T for the shipment is received by the Seller’s Bank (according to the clause 38.9 );
• Certificate of Origin issued by the Chamber of Commerce & Industry of BRASIL.
• Fumigation certificate issued by BRASIL Fumigation Company.
• Phytosanitary certificate issued by the Plant Protection Department of the Ministry of Agriculture and Rural Development BRASIL
• Packing list issued by SGS BRASIL Ltd for each lot attesting that tare of empty new single woven polypropylene bags is 130 grams minimum.
• Certificate of vessels holds cleanliness issued by SGS BRAZIL Ltd.
• 2 non negotiable copies representing 2 % new empty spare polypropylene bags.
• Inspection certificate of weight final at time of loading issued by SGS BRASIL Ltd.
• Inspection certificate of quality final at time of loading issued by SGS BRASIL Ltd.
• Shipment appropriation sent by the seller by telex or fax to the buyer within maximum 48 hours from completion of loading giving full details of shipment.

Bank Officer 1:                                                                                                         Bank Officer 2:

Authorized Signatory                                                                                        Authorized Signatory

DRAFT CONTRACT    PAYMENT BG

SALES CONTRACT AGREEMENT

WHITE REFINED CANE SUGAR ICUMSA 45

WHEREAS:

• WHEREAS:THE SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND
• WHEREAS: THE SELLER HEREBY AGREES AND MAKES A FIRM CONTRACT TO SELL AND DELIVER PORT OF CHINA,HONG KONG,INDONESIA,MALAYSIA,THAILAND,VIETNAM, THE PHILIPINES,COMBODIA AND LAOS (C.I.F. S.W.P)
• WHEREAS: THE BUYER HEREBY AGREES AND MAKES A FIRM CONTRACT TO WHITE REFINED SUGAR ICUMSA 45 RBU (C.I.F. – A.S.W.P. – PORT OF)
• WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE AND EXECUTE THIS CONTRACT UNDER THE TERMS AND CONDITIONS HEREINAFTER SET
• NOW THEREFORE: IN CONSIDERATION OF THE MUTUAL PROMISES, AGREEMENTS, TERMS AND CONDITIONS OF THIS AGREEMENT, ASSERTIONS AND CONVENANTS HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATIONS, THE RECEIPT OFWHICH IS ACKNOWLEDGED HEREBY, THE PARTIES HERE TO MUTALLY AND VOLUNTARILY AGREE AS FOLLOWS:

PRODUCT INFORMATION:

• NAME OF THE COMMODITY: WHITE REFINED SUGAR ICUMSA45 RBU
• DELIVERY: C.I.F. A.S.W.P.- PORT OF CHINA,HONG KONG,INDONESIA,MALAYSIA,THAILAND,VIETNAM, THE PHILIPINES,COMBODIA AND LAOS
• ORIGIN: BRAZIL
• QUANTITY:000.000 MT ( METRIC TONNES)
• TOTAL QUANTITY: 000,000 (METRIC TONS) x  12  (Twelve months)
• PRODUCTION PERIOD: AFTER 12 MONTHS THE DELIVERIES ARE EXPECTED TO DOUBLE TO 000,000MT THIS IS WHOLY DEPENDANT ON THE ABILITY OF THE REFINERY TO INCREASE CAPACITY, OTHERWISE THE MAXIMUM OUTPUT WILL BE DISPATCHED UNTIL THE FULL 000,000MT/MONTH IS ACHIEVED OR CONTRACT QUANTITY FULFILED.
• CONTRACT PERIOD : 12 (twelve months) ROLL
• PRICE : US$ 00,00 (xxxxx US DOLLARS) PER MT (C.I.F.A.S.W.P. – PORT OF)
• TOTAL AMOUNT OF THE CONTRACT: 000,000 (METRIC TONNES) MT X US$000,00 (xxx US DOLLARS)= US$ 00,000,000.00 (xxxxxxxx   US DOLLARS).
• PAYMENT METHOD: BY BG (BANK GUARANTEE) FULL REVOLVING
• PACKING: IN NEW POLYPROPYLENE BAGS WITH INNER POLYTHENE LINING OF 50 KILOS NET WEIGHT EACH WITH STANDARD BAG MARKS, INCLUDING PACKING INFORMATION, PRODUCT DESCRIPTION, WEIGHT, CROP YEAR AND EXPIRY DATE
  2% OF NEW EXTRA BAGS WILL BE SUPPLIED WITH EACH SHIPPMENT.
• PORT OF LOADING: SANTOS – SP/ PARANAGUÁ – PR /RECIFE /RIO DE JANEIRO .
• INSPECTION: BY A REPUTABLE INDEPENDENT SURVEYOR, SUCH AS SGS OR COTECNA

PROCEDURES:

1. BUYER ISSUES
2. SELLER ISSUE FCO (BUYER AND SELLER SIGN IN 24 HOURS)
3. SELLER ISSUES SALE AND PURCHASE DRAFT CONTRACT. WITHIN 48 HOURS BUYER SIGNS, SEALS, AND RETURNS THE CONTRACT; SELLER REVIEWS IT, SIGNS IT, AND RETURNS IT TO THE
4. SELLER AND BUYER EXCHANGE SIGNED CONTRACT HARD COPIES BY ELECTRONIC TRANSMISSIONS IN PDF AS HARD COPIES.
5. IN 15 BANKING DAYS, BUYERS BANK ISSUES BG, FULL REVOLVING FOR THE TOTAL VALUE OF THE
6. IN 03 (THREE) WORKING DAYS, SELLER ISSUES POP (PROOF OF PRODUCT) , AND
7. IN 20 (TWENTY) DAYS, ONCE PRODUCT IS DELIVERED AT THE PORT BEFORE LOADING, SGS STARTS ISSUING CERTIFICATION OF QUALITY AND QUANTITY OF
8. UPON LOADING AT LOADING PORT, AGAINST PRESENTATION OF SHIPPING DOCUMENTS, THE BUYER’S BANK WILL ISSUE OPERATIVE BG FULL REVOLVING PAYMENT VIA BANK WIRE SWIFT TO SELLER’S BANK
9. DELIVERY STARTS AS PER CONTRACT TERMS AND

SPECIFICATIONS:

WHITE REFINED SUGAR ICUMSA 45 – SHALL CONFORM WITH THE FOLLOWING SPECIFICATIONS AND/OR INTERNATIONAL STANDARD SPECIFICATIONS, FIT FOR HUMAN CONSUMPTION

Origin:                          Brazil.

Shipping Port:                ANY AVAILABLE PORT, Brazil

SPECIFICATIONS:        White Refined Sugar

• ICUMSA Rating: ICUNSA 45 RBU attenuation index units (method#: 4-1978)
• Polarization: At 20 degree C – 99.80 % min
• Ash Content: 04% max by weight
• Moisture: 04% max by weight
• Granulatio Fine
• Solubility: 100% Dry and Free Flowing
• Radiation: Normal internationally accepted limit with out presence of cesium or iodine, (certified)
• Color:             Crystal Sparkling White
• Smell:             Free of any odor, unusual or abnormal smells
• Magnetic Particles: MG/kg 4 max
• So2:             20 MG/kg max
• HPN Staph Aureus: Nil
• Max PS: 2 P.M.
• Substance: Solid Crystal
• Poisonous: Phytosinatary certificate
• Table Grade: Standard
• Sediments: None
• Reducing Sugar: 010% Max by weight
• Max AS: 1 P.M.
• Max CU: 3 P.M.
• Free from: Mold, unnatural odors, chemical and insects
• Seed Husks: of no radiation, no viruses, insect parts, no poisonous matter and non-genetic / Suitable for                               human consumption.
• Crop: LATEST

LATEST CROP SUGAR SHOULD BE EXTRACTED FROM SOUND, UNFERMENTED AND UNDECAYED SUGAR CANE. SUGAR SHOULD BE CLEAN FREE FROM ANY FOREIGN MATTER, TASTE OR ODOUR AND HAVE THE SWEET TASTE CHARACTERISTIC OF WHITE SUGAR WHETHER DRY OR IN SOLUTION.

QUALITY AND QUANTITY INSPECTIONS:

• THE GOODS SHOULD CORRESPOND WITH THE SPECIFICATIONS AND MUST MEET THE INTERNATIONAL STANDARD BY PHYTOSANITORY INSPECTORS WITH SGS INSPECTION REPORT.
• QUALITY AND QUANTITY IS FINAL ACCORDING TO „CERTIFICATE OF INSPECTION” GIVEN BY < PHYTOSANITARY INSPECTORS AND SGS COMPANY> DURING A TIME AND ON A PLACE OF INSPECTION OF THE GOODS IN THE PORT OF LOADING PRIOR TO SHIPMENT BY VESSEL.
• ALL SERVICES OF SGS ARE UNDER THE PRESENT CONTRACT PAID BY THE SELLER.
• THE BUYER HAS THE RIGHT TO MAKE OTHER INSPECTIONS AT HIS EXPENSES.

DELAYED DELIVERY AND PENALITY:

SHOULD THE SELLER FAIL TO MAKE DELIVERY ON TIME AS STIPULATED IN THE CONTRACT, WITH EXCEPTION OF FORCE MAJEURE CAUSES SPECIFIED IN CLAUSE OF THIS CONTRACT, THE BUYER  SHALL AGREE TO POSTPONE THE DELIVERY ON CONDITION THAT THE SELLER AGREES TO PAY A PENALTY WHICH SHALL BE DEDUCTED BY THE PAYING BANK FROM THE PAYMENT UNDER NEGOTIATION. 2% AND THE PENALTY, HOWEVER, SHALL NOT EXCEED 0.2% OF THE TOTAL VALUE OF THE CONTRACT PER WEEK. THE RATE OF PENALTY IS CHARGED AT 0.2% PER WEEK CALCULATED ON THE AMOUNT OF THE CURRENT DELIVERY OF THE GOODS INVOLVED IN THE LATE DELIVERY. IN CASE THE SELLER FAILS TO DELIVER TEN WEEKS LATER THAN THE TIME OF SHIPMENT STIPULATED IN THE CONTRACT, THE BUYER SHALL HAVE THE RIGHT TO CANCEL THE CONTRACT AND THE SELLER IN  SPITE OF THE CANCELLATION, SHALL STILL PAY THE AFORESAID PENALTY TO THE BUYER WITHOUT DELAY. WE GUARANTE DELIVERY OF 1.000.000MT  THE 12^TH MONTH WHEN THERE ARE MINIMAL CHANGES POSSIBLE DEPENDANT ON THE REFINERIES PRODUCTION CAPABILTIES.

ARBITRATION:

THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE INTERNATIONAL CHAMBER OF COMMERCE. ALL DISPUTES ARISING OUT OF THE PERFORMANCE OF, OR RELATING TO THIS CONTRACT, SHALL BE SETTLED AMICABLY THROUGH NEGOTIATION. IF THE PARTIES HAVE NOT REACHED A RESOLUTION WITHIN NINETY (90) DAYS OF THE COMMENCEMENT OF SUCH NEGOTIATIONS, THE DISPUTE SHALL THEN BE SUBMITTED TO THE INTERNATIONAL CHAMBER OF COMMERCE FOR ARBITRATION IN ACCORDANCE WITH ITS ARBITRAL RULES.

OTHER TERMS:

ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION, HAVING ANY EFFECT ON THIS AGREEMENT ARE FOR BUYER’S ACCOUNT AND HIS SOLE RESPONSIBILITY.

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.

DAMAGES:

WITH THE EXCEPTION OF  LATE  DELIVERY  OR  NON-DELIVERY  DUE  TO  „FORCE  MAJEURE” CAUSES, IF THE SELLER  FAILS TO  MAKE   DELIVERY   OF   THE   GOODS IN  ACCORDANCE WITH    THE TERMS AND CONDITIONS, JOINTLY OR SEVERALLY, OF THIS CONTRACT, THE SELLER SHALL BE LIABLE TO THE BUYER AND INDEMNIFY THE BUYER FOR ALL LOSSES, DAMAGES, INCLUDING BUT NOT LIMITED TO, PURCHASE

PRICE AND/OR PURCHASE PRICE DIFFERENTIALS, DEAD-FREIGHT, DEMURRAGE, AND ALL CONSEQUENTIAL DIRECT OR INDIRECT LOSSES. THE BUYER SHALL NEVERTHELESS HAVE THE RIGHT TO CANCEL IN PART OR IN WHOLE OF THE

CONTRACT. THE  SELLER HAVE THE RIGHT TO ASK THE BUYER FOR COMPENSATION FOR NON RESPECT OF CONTRACT PROCEDURES.

FORCE MAJEURE

NEITHER OF THE CONTRACTING PARTIES WILL ANSWER FOR THE MISCARRYING OUT IN DUE TIME OR/AND FOR THE IMPROPER TOTAL OR PARTIAL PERFORMANCE OF EITHER OBLIGATION HE MAY HAVE ON THE BASIS OF THIS PRESENT CONTRACT, IF THE MISCARRYING OR IMPROPER PERFORMANCE WERE CAUSED BY FORCE MAJEURE, AS ESTABLISHED BY LAW.

THE PARTY THAT INVOKES FORCE MAJEURE OUTSIDE OF NATURAL CAUSES, EARTHQUAKE, STORMS, OR FIRE THROUGH (ACT OF GOD), OR DECLARATION OF WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY ACTIONS, STOP ORDER, STRIKE IS OBLIGATED TO LET THE OTHER PARTY KNOW ABOUT IT ON A PERIOD OF FIVE (5) DAYS, CONDITIONS PERMITTING, AND HAS TO TAKE ALL REASONABLE MEASURES IN ORDER TO LIMIT CONSEQUENCES.

IF IN A PERIOD OF FIFTEEN (15) DAYS SINCE THE EVENT TAKES PLACE, THIS DOES NOT CEASE, THE PARTIES HAVE THE RIGHT TO ASK FOR REASONABLE COMPENSATION.

ARBITRATION:

THE SELLER AND THE BUYER WILL TRY TO SETTLE ALL DISPUTES AMICABLY. EITHER PARTY MAY SERVE NOTICE TO THE OTHER REQUIRING A DISPUTE TO BE SETTLED WITHIN (30) THIRTY DAYS AFTER SUCH NOTICE AND IF UNSETTLED TO REFER TO

ARBITRATION IN ACCORDANCE WITH THIS CONTRACT. IN CASE PROBLEM SOLVING CAN NOT BE DONE IN AN AMIABLE WAY, BOTH PARTIES AGREE TO ALLOW SOLVING BY THE INTERNATIONAL ARBITRATION ASSOCIATION CHAMBER, GENEVA,

SWITZERLAND OR LONDON UNITED KINGDOM, WHERE ANY DISPUTE, CONTROVERSY,   OR

CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH, TERMINATION OR INVALIDITY SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE I.C.C. UNCITRAL ARBITRATION RULES AS AT PRESENT INFORCE.

AUTHORITY TO EXECUTE THIS CONTRACT:

THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.

EXECUTION OF THIS CONTRACT:

THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS VIA TELEX, FACSIMILE, OR ELECTRONIC E-MAIL TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING.

GOVERNING LAW:

THIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.) AND THE UNITED NATION CONVENTION FOR THE SALE OF GOODS (UNCITRAL). IN THE EVENT OF INCONSISTENCY BETWEEN THIS CONTRACT AND THE PROVISIONS OF THE U.N. CONVENTION, THIS CONTRACT SHALL HAVE PRIORITY FOR THE PURPOSE

OF ARTICLE 39 OF THE U.N. CONVENTION. FURTHER A REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE FIVE (05) INTERNATIONAL BANKING DAYS.

ASSIGNMENT:

THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, AND ONLY WITH PRIOR ACKNOWLEDGEMENT AND WRITTEN PERMISSION BY THE OTHER PARTY. THE BUYER HOLDS THE RIGHT, WITH THE WRITTEN CONSENT OF THE SELLER, TO APPOINT ANOTHER COMPANY WITHIN  THE BUYERS GROUP TO ASSUME THE BUYERS POSITION IN THIS CONTRACT UNDER THE SAME CONDITIONS.

NON-CIRCUMVENTION AND NON-DISCLOSURE:

THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, LONDON, UNITED KINGDOM FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL AND EVERYONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND  CONTRACT, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF ONE (01) YEAR FROM THE DATE OF EXECUTION OF THIS CONTRACT.

THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES AND OR AFFILIATED COMPANIES AND INCLUDES AND PROTECTS THE INTERMEDIARY COMPANIES, ACTING AS BROKERS.  IT IS  FURTHER AGREED  THAT ANY INFORMATION OF BUYER AND SELLER CONTAINED IN THIS AGREEMENT IS TO BE HELD IN THE STRICTEST CONFIDENCE, AND ANY VIOLATION OF WHICH WILL RESULT IN THE IMMEDIATE CANCELLATION OF THIS AGREEMENT AND PAYMENT OF PENALTY OF 5% OF THE GROSS VALUE OF THE CONTRACT BY THE OFFENDING PARTY TO THE INJURED PARTY.

REACH OF CONTRACT AND TERMINATION NOTICE:

IF ANY PARTY TO THIS AGREEMENT SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR THE BUYER, SUCH CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE AGREEMENT AND SHALL AT THE OPTION OF THE BUYER OR THE SELLER, CONSTITUTE VALID REASON TO TERMINATE THIS AGREEMENT. THE INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS IN THIS

TRANSACTION BY THE INJURED PARTY WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY.

APPLICABLE LAWS AND DEFINITIONS:

THIS CONTRACT SHALL BE GOVERNED BY AND DONE ACCORDING TO THE RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE (LONDON, UNITED KINGDOM) AND SUBJECT TO THE INTERPRETATION OF INCOTERMS 2010 EDITION AND AS AMENDED TO APPLY. IN WITNESS  THEREOF, BOTH PARTIES HAVE CAUSED THIS AGREEMENT TO BE SIGNED AND EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AND HAVE THEREBY UNDERSTOOD, AGREED AND ACCEPTED THE TERMS AND CONDITIONS SO STATED HEREIN WITH SIGNATURES AFFIXED BELOW  ON THE FIRST DATE ABOVE WRITTEN.

PACKING

INVOICE

Payment Terms:

BY BG MT 760 FORMAT

NOTE:

THE PARTY WHICH DOES NOT COMPLY WITH THE DATES AND THE CONTRACT PROCEDURES, WILL PAY THE OTHER PART OF THE VALUE OF 2% OF THE TOTAL VALUE OF THE CONTRACT

All Letters of Credit in this agreement must be in the following format: Transferable – Divisible – Operative – Confirmed – Irrevocable – unconditional

Buyer not complying with the Procedures described below dates and the like, this agreement will be automatically Canceled

LOADING TIME:

WITHIN 30 TO 45 (Thirty to forty five) DAYS OR EARLIEAR AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER AND THE SELLER´S BANK, AND ISSUED WITHIN THE STATED TIME.

SHIPPING DOCUMENTS:

• SELLER’S COMCIALINVOICE (3 ORIGINAL PLUS 3 COPIES)
• PACKINGLIST (3 ORIGINAL PLUS 3 COPIES)
• CERTIFICATE OFORIGIN FORM D (3 ORIGINAL PLUS 3 COPIES)
• BILL OF LADING MARKED „FREIGHT PREPAID” ISSUED TO THE ORDER OF (3 ORIGINAL SET.PLUS 3 COPIES)
• SIGNED COMMERCIAL INVOICE (3 ORIGINAL PLUS 3 COPIES)
• SGS CERTIFICATE OF QUALITY (3 ORIGINAL PLUS 3 COPIES)
• SGS CERTIFICATE OF QUANTITY (3 ORIGINAL PLUS 3 COPIES)

• SGS CERTIFICATE OF ORIGIN (3 ORIGINAL PLUS 3 COPIES)
• CERTIFICATE OF OWNERSHIP (3 ORIGINAL PLUS 3 COPIES)
• CERTIFICATE OF INSURANCE (3 ORIGINAL PLUS 3 COPIES)
• CHARTER PART AGREEMENT (3 ORIGINAL PLUS 3 COPIES)
• VESSEL REGISTER CERTIFICATE (AGE LESS THAN 20 YEARS) (3 ORIGINAL PLUS 3 COPIES)
• FULL SET OF “CLEAN ON BOARD” MARINE BILL OF LADING, CERTIFICATE OF WEIGHT, QUANTITY AND QUALITY). (3 ORIGINAL PLUS 3 COPIES)
• MARINE INSURANCE POLICY COVERING MINIMUM OF110% FACE VALUE OF THEGOODS IN THE NAME OF BUYER. (3 ORIGINAL PLUS 3 COPIES)
• EUR1 & 2

BANKING COORDINATES OF THE PARTIES

SELLERS BANK COORDINATES

 BUYERS BANK COORDINATES:

APPENDIX “A”

SCHEDULE OF DELIVERIES

TOTAL QUANTITY OF WHITE REFINED SUGAR ICUMSA 45 RBU PURCHASED TO BE 000,000 (metric tons (+/-5%) DELIVERED OVER SHIPMENTS / VESSELS, WITH POSSIBLE ROLLS AND EXTENSIONS SUBJECT TO MUTUAL CONSENT, COST, INSURANCE, FREIGHT (C.I.F. A.S.W.P) AS PER CONTRACT AND SHALL BE DELIVERED UNDER THE FOLLOWING TERMS AND CONDITIONS:

THE BASIS DELIVERY FOR AT SHIPMENT IS 000.000 MT (xxxxMETRIC TONS) EACH, (+/- 5%), ONE VESSEL, AND DELIVERY SHALL LOADING 30 TO 45 (Thirty to forty five) DAYS OR EARLIEAR AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND ISSUED WITHIN THE STATED TIME.

WHITE REFINED CANE SUGAR ICUMSA 45.

START DATE WILL BE DETERMINE BY DATE OF RECEIPT AND CONFIRMATION OF BANK PAYMENT BY BUYER TO SELLER.

# Electronic signature is valid and accepted as hand signature # EDT (Electronic  document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-

Incorporate U.S. Public Law 106229, ‘‘ electronic Signatures in Global and National Commerce Act’’ or such other applicable law conforming to the UNCITRAL.

Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable.

Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from respecting their obligations and duties under EDT instruments.