SALES CONTRACT AGREEMENT

WHITE REFINED CANE SUGAR ICUMSA 45.

CONTRACT NO. : (validity of the offered draft contract: October 30, 2017)

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 (C.I.F.QUANZHOU,XIAMEN,SHENZHEN,ZHEJIANG,SHANGHAI,QUINGDAO,KEELUNG,HONG KONG,JABEL ALI )
• 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 OF

  WHICH 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. C.I.F.QUANZHOU,XIAMEN,SHENZHEN,ZHEJIANG,SHANGHAI,QUINGDAO,KEELUNG,HONG KONG,JABEL ALI
• ORIGIN: BRAZIL
• QUANTITY:00.000 MT ( METRIC TONNES)
• TOTAL QUANTITY: 00,000 (METRIC TONS)
• CONTRACT PERIOD : 12 (Twelve months) ROLL
• PRICE : US$ 00,00 (xxxxxxxxxxxxxx US DOLLARS) PER MT (C.I.F.AWSP)
• TOTAL AMOUNT OF THE CONTRACT:000,000.00 (METRIC TONNES) MT –0,000,000 USD (XXXXXXXUS DOLLARS).
• PAYMENT METHOD: BY SBLC/BG (BANK GUARANTEE) 1 MONTH
• 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 2 % PERFORMANCE BOND OF THE FIRST (ONE)MONTH
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 SBLC 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 12.500MT FROM THE 1^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 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 SIGNATURES AFFIXED BELOW  ON THE FIRST DATE ABOVE WRITTEN.

PACKING

INVOICE

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 760 (SBLC/BG) to the Seller’s bank, being a confirmed, not active irrevocable, transferable,DIVISABLE AUTO-Revolving corresponding to one month contract value, (00,000 MT at USD 00.00 /MT) which is equal to a total of USD$0,00,000.00 (XXXX MILLION dollars) 100% submitted and released into Seller’s bank. autom atic activation FinanCial INSTRUMENT by sending to the bank the seller buying by the bank  Proof of product AND PERFORMANCE BOND 2%  The bank guarantee must to be valid for a period of 1 (TWELVE) 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 $ 0,000,000.00 (XXXXX MILLION dollars), according the contract, the wire transfer will be issued for every invoiced value

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)

BANKING COORDINATES OF THE PARTIES

SELLER BANK COORDINATES:

BUYERS BANK COORDINATES

APPENDIX “A”

SCHEDULE OF DELIVERIES

TOTAL QUANTITY OF WHITE REFINED SUGAR ICUMSA 45 RBU PURCHASED TO BE 00,000 (metric tons (+/-5%) DELIVERED OVER SHIPMENTS / VESSELS, WITH POSSIBLE ROLLS AND EXTENSIONS SUBJECT TO MUTUAL CONSENT, COST, INSURANCE, FREIGHT (C.I.F.AWSP ) AS PER CONTRACT AND SHALL BE DELIVERED UNDER THE FOLLOWING TERMS AND CONDITIONS:

THE BASIS DELIVERY FOR AT SHIPMENT IS 12 x 00.000MT 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.

ADDENDUM “A”

WHITE REFINED CANE SUGAR ICUMSA 45.

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