Revised Spa - Crude Rapeseed Oil Non-Gmo-125k Ucraine
Revised Spa - Crude Rapeseed Oil Non-Gmo-125k Ucraine
Revised Spa - Crude Rapeseed Oil Non-Gmo-125k Ucraine
BUYER:
COMPANY: CONG TY CO PHAN DAU TU SAN XUAT THUONG MAI DICH VU NAM TRUONG SON
TAX CODE: 0315 106017
ADDRESS: 50/3/10 HOA BINH, WARD 5, DISTICT 11
CITY/STATE HO CHI MINH CITY
COUNTRY: VIETNAM
TELEPHONE:
E-MAIL:
REPRESENTED BY: MS. DINH THI NHUNG
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VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae1/9
1.- CRUDE RAPESEED OIL NON-GMO
CRUDE RAPESEED OIL NON-GMOconforming having the contractual minimum guaranteed specifications as per Annex
“A” herewith attached as an integral part of the agreement.
2.- DOCUMENTATION
THE FOLLOWING LIST OF DOCUMENTS MUST BE PRESENTED WITHIN 14 DAYS AFTER THE DATE OF SHIPMENT BUT
WITHIN THE VALIDITY OF CREDIT. DOCUMENTS ARE TO BE PROVIDED ALONG WITH GOODS:
- COMERCIAL INVOICE IN 3 ORGINALS AND 3 COPIES IN ENGLISH
- FULL SET OF CLEARN ON THE BOARD B/L OF SHIPPING LINE
- INSURANCE POLICY/ CERTIFICATE IN 1 ORIGINAL AND 1 COPY FOR 110% OF THE INVOICE VALUE SHOWING CLAIMS
PAYABLE IN CHINA IN CURRECY OF THE DRAFT, BANK ENDORSED, COVERING ALL RISK, OCEAN MARINE
TRANSPORTATION.
- PACKING LIST/ WEIGHT MEMO IN 3 ORIGINALS AND 3 COPIES INCLUDING LOT NO. ISSUED BY THE SELLER
- QUALITY AND WEIGHT CERTIFICATE ISSUED BY THE AUTHORITIES
- PHYTOSANITARY CERTIFICATE IN 1 ORIGINAL AND 1 COPY ISSUED BY THE AUTHORITIES
- CERTIFICATES OF ORIGIN IN 1 ORIGINAL AND 1 COPY ISSUED BY THE AUTHORITIES
- CERTIFICATE OF ANALYSIS IN 1 ORIGINAL AND 1 COPY IN ENLISH ISSUED BY LABORATORY
- NON TRANSGENIC CERTIFICATE IN 1 ORIGINAL AND 1 COPY IN ENLISH ISSUED BY LABORATORY
- CERTIFICATE OF ANALYSIS IN 1 ORIGINAL AND 1 COPY IN ENLISH ISSUED BY SHIPPER
- NON TRANSGENIC CERTIFICATE IN 1 ORIGINAL AND 1 COPY IN ENLISH ISSUED BY SHIPPER
- REPORT OF EXPORT COMMODITY INSPECTION IN 1 ORIGINAL AND 1 COPY ISSUED BY CUSTOMS SERVICE OF
EXPORTING COUNTRY.
- SGS REPORT OF THE QUALITY AND QUANTITY PRODUCT COMPLIANCE
3. TERMS OF PAYMENT
- SELLER SENDS CONTRACT
- BUYER SIGNS & RETURN CONTRACT BY EMAIL
- SELLER SIGNS & SEND BACK CONTRACT WITH FULLY EXECUTED TO BUYER WITH INVOICE BANK ISSUES LC (MT 103/MT
700) AS A GUARANTEE.
- THE BANKING INSTRUMENT MUST BE TRANSFERABLE, IRREVOCABLE, DIVISIBLE, OPERATIONAL, RENEWABLE AND
CONFIRMED 100% CASH AT SIGTH, PAYMENT BY MT 103 ACCORDING TO THE PRESENTATION OF THE SHIPPING
DOCUMENTS (B/L + SGS).
-SHIPMENT AS MENTIONED IN THE CONTRACT START WITHIN 25/35 DAYS.
NOTE: THE END BUYER ISSUES IRREVOCALE TRANSFERABLE LC AT SIGNT FOR THE BUYER THEN THE BUYER WILL TRANSFER
THIS LC TO THE SELLER. THIS LC INSTRUMENT IS TRANSFERRED ONE TIME BY THE BUYER.
**A DRAFT LC IS REQUESTED BEFORE ISSUED BY THE BANK TO AVOID MISTAKES ANDWASTING TIME**
**THE BUYERS BANK NEEDS TO ISSUE MT799 TO THE SELLERS BANK**
4.- PRODUCT WEIGHT AND QUALITY
THE SELLER GUARANTEES THAT EACH SHIPMENT OF CRUDE RAPESEED OIL (NON-GMO) SHALL BE PROVIDED WITH
INSPECTION CERTEFICATES OF WEIGHT AND QUALITY AT FACTORY AND AD THE TIME OF LOADING / DURING
TRANSPORTING TO THE LOADING PORT AND ON BOARD BEFORE. SUCH CERTEFICATES SHALL BE PROVIDED BY SOCIÉTÉ
GÉNÉRALE DE SURVEILLANCE (SGS) AT SELLER'S EXPENSE, AND SHALL BE DEEMED FINAL. THE SELLER SHALL INSTRUCT SAID
AUTHORITY TO CARRY OUT THE INSPECTION IN STRICLY ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF
COMMERCE (I.C.C.) RULES. THE BUYER SHALL AT HIS OWN EXPENSE PROVIDE ADDITIONAL INSPECTION AT ARRIVAL PORT
FOR THEIR INTERNAL REFERENCE ONLY.
5.- SHIPPING TERM
THE GOODS WILL BE DELIVERED ACCORDING CIF – INCOTERM 2010
6.- WARRANTY AND INSPECTION
________________________________________________________________________________________________________________
VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae2/9
THE SOCIÉTÉ GÉNÉRALE DE SURVEILLANCE (SGS) OR EQUIVALENT SHALL ISSUE A QUANTITY AND QUALITY INSPECTION
CERTIFICATE LOADED FOR EACH SHIPMENT IN ORDER TO CERTIFY THAT THE GOODS ARE IN GOOD CONDITIONS AND
COMPLY WITH THE SPECIFICATIONS SET OUT IN THIS DOCUMENT.
• THE BUYER’S REPRESENTATIVES HAVE THE RIGHT TO SUPERVISE THE QUALITY, QUANTITY AFTER THE LOADING GOODS
INTO CONTAINERS AND ALSO HAVE THE RIGHT TO REFUSE THE GOODS IN CASE OF THE QUALITY FAILURE, IF THE RESULTS
OF INSPECTION IS DIFFERENT OF THE QUALITY MARKED IN THE CONTRACT. AND ACCOMMODATION, MEALS AND
TRANSPORT FEES OF THE BUYER’S REPRESENTATIVE AT LOADING PORT, IS TO BE BORNED BY THE BUYER.
7. DEMURRAGE / LOAD AND UNLOADING
AT THE LOADING PORT IS ON SELLER'S ACCOUNT.
NOTE: ACCORDING WITH OUR AGREEMENT, SELLER COMPANY IS RESPONSIBLE TO DELIVER THE GOODS AT THE
DESIGNATED PORT IN CHINA, BUYER IS DIRECTLY AND SOLELY RESPONSIBLE FOR ANY DELAY IN THE DESTINATION PORT,
WHATSOEVER MAY CAUSE, AND ALL DEMURRAGE CHARGES MAY HAVE AT DESTINATION.
8.- IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES
ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT ARE ON THE
BUYER'S ACCOUNT AND ITS BUYERS’ SOLE RESPONSIBILITY. BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS
IN WRITING, AND COPY SENT TO SELLER AND BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LICENSES
OR ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING COUNTRY OR NATION.THE SELLER HAS
NO ROLE TO PLAY AND WILL BEAR NO RESPONSIBILITY.
BUYER WILL BEAR ALL COSTS ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTS AND
PENALTIES IF SUCH DOCUMENTS ARE NOT SECUREDAND IN NO CASE, THE SELLER SHALL BE HELD LIABLE FOR MISSING OR
IMPROPER DOCUMENTATION THE BUYER IS REQUIRED TO PROVIDE.
9.- VALIDITY OF THE CONTRACT
THE BUYER MUST SIGN THIS CONTRACT WITHIN 7 WORKING DAYS. ELECTRONIC COPY OF THE CONTRACT SHALL BE
DEEMED LEGAL. THE VALIDITY OF THIS CONTRACT IS VERY IMPORTANT TO ENSURE THE CONTRACT VALUE CAN BE LOCKED
FOR THIS PERIOD WITHOUT ANY CHANGE.
10.- FORCE MAJEURE
NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF GOD,
INSURRETION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY, PANDEMIC . THE PARTIES DO HEREBY
ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF
COMMERCE, PARIS, FRANCE, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.
NEITHER PARTY SHALL BE IN BREACH OF THIS AGREEMENT NOR LIABLE FOR DELAY IN PERFORMING, OR FAILURE TO
PERFORM, ANY OF IT’S OBLIGATION UNDER THIS AGREEMENT IF SUCH DELAY OR FAILURE RESULTS FROM EVENTS
CIRCUMSTANCES OR CAUSES BEYOND ITS REASONABLE CONTROL, TO INCLUDE BUT NOT BE LIMITED TO THE COVID 19
VIRUS OR ANY OTHER PANDEMIC OR DISEASE.
THE PARTIES' SIGNATURES ON THIS AGREEMENT DECLARE THAT THEY HAVE FULL AUTHORITY AND CAPACITY TO EXECUTE
THIS AGREEMENT.
15.-PROCEDURES
1) BUYER SEND ICPO WITH FULL BANKING INFORMATION- IF THE BUYER USING ITS SISTER COMPANY, TO ISSUE THE
INSTRUMENTS AND THERE MUST BE AN UNDERTAKING LETTER, FROM THE INSTRUMENTS ISSUING COMPANY, IN WHAT
WAYS THE INSTRUMENTS ISSUING COMPANY, IS CONNECTED OR RELATED, TO THE BUYING COMPANY OF THIS
CONTRACT. THIS IS A MUST FOR THE SELLER BANKERS KYC (KNOW YOUR CUSTOMER) POLICY.
2) SELLER SIGNS ICPO WITH ACCEPTANCE.
3) SELLER ISSUES DRAFT CONTRACT WHICH WILL INCORPORATE FULL TERMS, CONDITIONS AND DELIVERY SCHEDULE.
4) BUYER REVIEWS AND SIGNS THE CONTRACT AND SELLER DOES THE SAME.
5) BUYER ISSUES THE DRAFT NO TRANSFERABLE LC TO SELLER’S BANK FOR VERIFICATIONS AND ACCEPTANCE.
6) SELLER CONFIRMS THROUGH HIS BANK AS EVERTHING IS PERFECT AS PER THE AGREED VERBIAGE.
7) UPON SELLERS BANKER CONFIRMATIONS, BUYER’S BANK ISSUES, THE OPERATIVE, TRANSFERABLE LC UNDER MT103/
MT 700/MT710/ MT760.
8) PERFORMANCE BOND 2% AGAINST CONFIRMED LC
a) FOR THE FIRST SHIPMENT: THE BUYER ISSUES INACTIVE IRREVOCABLE TRANSFERABLE LC AT SIGNT FOR THE SELLER,
AFTER LC IS CONFIRMED BY SELLER’S BANK, THE SELLER MAKES 2% PERFORMANCE BOND AGAINST LC TO MAKE LC ACTIVE
FOR THE TRANSACTION.
b) FOR THE MONTHLY SHIPMENT: 2% PB AGAINST EACH SHIPMENT VALUE AFTER CONFIRMED LC IN 3 WORKING DAYS.
9) SELLER LOADS AS PER THE CONTRACT.
10) SELLER BANK SENDS THE FULL SET OF ORIGINAL DOCUMENTS AGAINST THE TRANSFERABLE LC ISSUED BY THE BUYER.
11) SELLER ACCEPTS THE PAYMENT FROM BUYER, EITHER FROM THE NO TRANSFERABLE LC ISSUED BANK OR ELSE FROM
3RD PARTY CONFIDENTIALITY AND NON-CIRCUMVENTION. THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES AND
ORAFFILIATED 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 10% OF THE TOTAL VALUE OF THE CONTRACT. AUTHORITY TO EXECUTE THIS
CONTRACT.
12)WE WILL PROVIDE 3 ORIGINAL DOCUMENTS AND 3 COPIES FROM ALL THE DOCUMENTS THE PARTIES TO THIS
CONTRACT TO DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY, TO BE
FULLY BOUND BY THE TERMS AND CONDITION. THIS CONTRACT REPRESENTS THE ENTIRE AGREEMENT BETWEEN PARTIES
AND ANY CHANGES WILL BE MADE IN WRITING TO EXECUTED BY BOTH PARTIES.
16.- 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
BEHOLD BY EACH PARTY IN WITNESS THEREOF.
17.-NON-CIRCUMVENTION AND NON-DISCLOSURE
THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE,
SHANGHAI, CHINA, TANZANIA, BRAZIL, SINGAPORE&USA FOR NON-CIRCUMVENTION AND NON-DISCLOSURE
________________________________________________________________________________________________________________
VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae4/9
WITH REGARDS TO ALL AND EVERY ONE 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.
OF COUNTRIES THE US GOVERNMENT HAS PLACED TRADE RESTRICTIONS ON IS FOUND AT THIS WEB SITE:
HTTP://WWW.TREASURY.GOV/OFFICES/ENFORCEMENT/OFAC SOCIETE GENERALE DE SURVEILLANCE (SGS) - INSPECTION
SERVICES/INSPECTS AND VERIFIES THE QUANTITY, WEIGHT AND QUALITY OF TRADED GOODS. INSPECTION TYPICALLY
TAKES PLACE AT TRANS SHIPMENT.WEATHER WORKING DAY (WWD) OR "WEATHER WORKING DAY OF 24 HOURS"
OR
"WEATHER WORKING DAY OF 24 HOURS"- SHALL MEAN A WORKING CONSECUTIVEHOURS EXCEPT FOR ANY TIME WHEN
WEATHER PREVENTS THE LOADING OR DISCHARGING OF THE VESSEL OR WOULD HAVE PREVENTED IT, HAD WORK BEEN
IN PROGRESS.
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 OR BREACH OF THE CONTRACT OR AGREEMENT AND SHALL
AT THE OPTION OF THE BUYER OR THE SELLER, CONSTITUTE VALID REASON TO TERMINATE THIS AGREEMENT. THE INJURED
PARTY WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY AT THE INTERNATIONAL
CHAMBER OF COMMERCE AT PARIS, FRANCE TO RECOVER THEIR LOSSES WILL CHARGE THE INTERFERING PARTY WITH THE
LOSS OF PROFITS IN THIS TRANSACTION.
THE BUYER AGREES TO SEND THE BANK PAYMENT INSTRUMENT ACCORDING TO THE PAYMENT TERMS IN ARTICLE 12, OF
THIS CONTRACT. BUYER HEREBY CONFIRMS THAT SAID FUNDS ARE GOOD CLEAN, CLEARED UNENCUMBERED,
LEGITIMATELY EARNED AND OF NONCRIMINAL ORIGIN. ANY MATERIAL MISREPRESENTATION BY THE BUYER SHALL MAKE
THIS CONTRACT NULL AND VOID. ANY CHANGES MADE IN THE CONTRACT THAT ARE NOT INITIALED WILL MAKE THE
CONTRACT NULL AND VOID.
19. APPLICABLE LAWS AND DEFINITIONS
THIS CONTRACT SHALL BE GOVERNED BY AND DONE ACCORDING TO THE RULES OF THE INTERNATIONAL CHAMBER OF
COMMERCE (FRANCE, INDIA, CHINA, INDONESIA, SINGAPORE AND MALAYSIA) AND SUBJECT TO THE INTERPRETATION OF
INCOTERM 2000 EDITION AND AS AMENDED TO APPLY. IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED
THISAGREEMENT TO BE SIGNED AND EXECUTED BY THEM 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.
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:
1. INCORPORATE US PUBLIC LAW 106-229, "ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT" OR
SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURE (2010).
2. ELECTRONIC ECOMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2010) ADOPTED BY THE UNITED NATIONS
CENTRE FOR TRADE FACILITATION AND ELECTRONIC BISINESS (UN/CEFACT) EDT DOCUMENTS SHALL BE SUBJECT TO
EUROPEAN COMMUNITY DIRECTIVE No. 95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST SHALL IN NO
________________________________________________________________________________________________________________
VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae5/9
MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT
INSTRUMENT.
20. RESPONSIBILITY CARE
THE GOODS WILL DURING THE DELIVERY PROCESS REMAIN IN THE SELLER CUSTODY AND CONTROL, BUYER WILL BE
RESPONSABLIE FOR ALL VERIFICATION & ANY COST AT THE FINAL DESTINATION PORT.
21. CONFIDENTIALITY
SELLER, BUYER OR INTERMEDIARIES AND MANDATES SHALL KEEP ANY SPA OR CONTRACT IN STRICT CONFIDENCE AND
SHALL INSTRUCT ALL PERSONS INVOLVED IN THE COMPLETION OF THIS SPA/CONTRACT TO KEEP IT IN STRICT CONFIDENCE.
>>>I<<<<<
ANNEX A
SELLER
Company:
VABS MANAGEMENT SERVICES
________________________________________________________________________________________________________________
VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae7/9
SELLER
Name:Mr.Fadi Ali MujahedOdeh
Passport Nº: P208789
Country: JORDAN
Legal authorized signature
Name:Mr Fadi Ali MujahedOdeh
Position:CEO
Date: 17th of August 2021
PASSPORT COPY
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VABS Management Services
Citadel tower, Business Bay Dubai 79998 / Dubai United Arab Emirates
www.vabs.ae8/9
BUYER
Company:
CONG TY CO PHAN DAU TU SAN XUAT THUONG MAI DICH VU NAM TRUONG SON.
BUYER
Name:Ms. Dinh Thi Nhung
Passport Nº:
Country:
PASSPORT COPY
PA