NAJMAT AL WAFA GENERAL TRADING LLC

SALES AND PURCHASE AGREEMENT

COST INSURANCE FREIGHT TERMS CONTRACT (C.I.F.)
RREFINED WHITE CANE SUGAR ICUMSA 45 RBU

CONTRACT CODE: GDG/NJ/SU/01/08-2023

SELLER’S TRANSACTION CODE:
BUYER’S TRANSACTION CODE: PLA_IC45200KDEST052623-6/SA01
CONTRACT
PRODUCT / QUANTITY /--------MT TERM ICUMSA 45 RBU
SPA TABLE

No. OF MONTHS: --- BRAZIL SUGAR

MONTH 25,000 MT
CIF CHINA
Price $400 Per MT PORT
DATE / DISCHARGE PORT / PRICE: Mainland
PORT: China
MT 103 for each shipment
PAYMENT METHOD AND GUARANTEE: LC TOP 50 WORLD BANK
against shipment
document

SELLERS:
Legal Representative JIANG JIE

Company Name NAJMAT AL WAFA GENERAL TRADING L.L.C

Registration Number 561386

Office 2103, Al Moosa Tower 2 , Sheikh Zayed Road, DUBAI.

Company Address UAE
Telephone No.

Email Address [email protected] /[email protected]

gdg-uae.com
www

BUYERS:
Legal Representative

Company Name
Registration Number

Company Address

Telephone No.

Email Address

www

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Whereas the Buyer hereby confirms that he is ready, willing and able to purchase the mentioned commodity
and fulfill his responsibilities under the terms and conditions stated in this Agreement.
Whereas the Seller with full corporate authority and responsibility hereby certifies, represents and warrants
providing the product and fulfilling his responsibilities under the terms and conditions stated in this Agreement.
Both parties hereby agree to honour the terms and conditions stated in this Agreement in accordance with the
International Chamber of Commerce ICC Rules for International Trade.

CLAUSE-1: PRODUCT AND SPECIFICATIONS:

Specification:

Product Sugar ICUMSA 45 Brazil CANE

Shipping Terms for Sale CIF China Mainland
Origin BRAZIL
Total / Contract Quantity 25,000 MT as Trial
Duration of Contract 13 Months – ( CAN BE EXTENDED)
Packing 50 KG Polythene inner bags
Unit Price US $400
Payment Terms 100% LC ,2%PB ,MT 103 / TT AT PORT OF DESTNANTION
Delivery Terms VESSEL ARRIVAL 30-45 DAYS
Inspection Quality , Quantity , Weight & Photo by SGS or equivalent at seller co st at port
of loading
Insurance 110% COVERED BY SELLER

Product Details:

Commodity White Refined Cane Sugar ICUMSA 45 Brazil

Polarizations 99.80 % Minimum
Moisture 0.04% Maximum By Weight
Ash Content 0.04% Maximum By Weight
Solubility 100% Dry /Free Fine Following
Radiation Within Internationally Acceptable Limits
Crop Current
Magnetic Particular 4 Mg /Kg
SO2 20 Mg/kg Maximum
Color Sparkling White Maximum 45 ICUMSA Attenuation Units (ICUMSA Method 1978
Granulation Fine Standard
Ash BY Electrical 0.04 Maximum (on dry weight basis ) conductivity
Sediment None
Smell Free of Any Smell
Reducing Weight 0.05% Maximum BY Weight
HPN Staph Aurueus Ni

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Max As 1 P.P.M
Max Ps 2 P.P.M
Max Cu 3 P.P.M
Substance Solid Crystal

CLAUSE-2: CONTRACT QUANTITY

The total quantity is-----25,000 MT TOTAL -- 300,000 MT Trial, then as follows

CIF to be delivered in -12- shipments of 25,000-MT PER MONTH) via vessels to Mainland China
Port, Inco terms 2010, after 25/35 days from receipt of Buyer’s financial instrument (LC-)through
Buyer’s bank and confirmed by Top 50 Prime Bank, acceptable to the Seller and the Seller’s Bank,
and issued within the stated time.
BUYER MUST SHOW EVIDENCE OF PERMIT TO IMPORT TO COUNTRY INCLUDING AQSIQ, ALLOTMENT AND CIQ FROM
GOVERNMENT OF COUNTRY BEING IMPORTED (if required)

All taxes or levies imposed by the country of destination having any effect on this contract are for the
Buyer´s account and 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’s account and sole responsibility.
The LC is not payment; it is guarantee of payment by MT 103 for each shipment against shipment
documents presented to Buyer' Bank by Courier.
CLAUSE-4: PACKING :

Fifty (50) KG bags/seaworthy/new polypropylene (PP) with polyethene (PE) liner with two 2% percent
extra bags. The bags have a combined tare of one hundred grams (100g) and are sufficient to ensure the
safe arrival of product to destination. The bags are stacked on pallets or in slings suitable for oceantravel.
Markings in English language indicating: name and grade of product/use-by date and croup year/net
weight/code marks/country of origin/

CLAUSE-5: UNIT PRICE:

The Unit Price is USD $400 (Four Hundred -USD) per metric ton CIF shipment. The Price is CIF
which is inclusive of the costs of packing, loading, transportation and insurance(110%).
ONE SHIPMENT VALUE:

CLAUSE-6: CONTRACT VALUE:

$ 10,000,000.00 USD

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CLAUSE-7: PAYMENT TERMS and PERFORMANCE BOND:

1. Buyer sends BCL or SIGNS this draft with full banking and Letter from Bank
statingcapability of purchasing commodity.
2. Buyer and seller sign contract, returned in PDF. Seller sends Pro-Forma Invoice &
Statement of supply letter.
3. Buyer bank sends to seller bank LC MT 760 (within 5-7 BANKING days after
signing contract)
4. Seller issues to Buyer after receipt of MT 760 and confirmation of document; proofof
product within (7) bank working days. Within 25-35 days upon confirmation of Guaranty,
Seller sends buyer shipping documents
5. Payment cash against documents by MT 103 at Loading Port.
6. Buyer will issue a standby letter of credit (LC of MT760 or TOP 50 WORLD BANK)
which is valid for 365 DAYS + 1 day. (From Top 50 Prime Bank or confirmedby Top 50
Prime Bank). With one-month transaction value (25,000MT at $10,000,000 USD total, the LC
in this Agreement shall be Irrevocable, Transferable, Assignable, Divisible, Operative,
Confirmed and Unconditional
7. Buyer confirms documents received at his bank. Bank pays by MT103 to Seller'saccount.
8. Upon receipt of the operative LC from Buyer’s bank to Seller’s bank, the Seller’s
bank shall respond by issuing Proof of Product (POP) to Buyer’s Bank within 5
banking days after receiving LC.

The Seller’s bank shall send to the Buyer’s bank a complete set of shipping documents for
confirmation and verification. Then after receipt of the original documents within five (5) banking
days, payment at sight 100% MT103 ( $--) shall Be released by the Buyer’s bank to Seller’s bank.
9. Formats/verbiages of LC and PB will be confirmed acceptable by the receiving bank before
they are officially issued from the respective sending bank.
10. LC is to be used as guarantee of payment from buyer to seller only. This LC shall not andcannot
be used as guarantee or security for loan or other purposes. This LC (MT760) will beclaimed
and collected by seller only when, according to the transaction procedure the buyer hasnot paid
the seller by TT / MT103 after the correct shipment of the seller has arrived at the port of
loading.
11. Seller confirms payment, and next shipment begins.

12. SBLC IS CANCELLED AS TERM EXPIRES

CLAUSE-8: INSPECTION:
Société Générale 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 conditions and conforming to
the Specifications herein stated. Each shipment shall have a Phytosanitary certificate from the Ministry
of Health stating that the sugar is fit for human consumption.
The Seller guarantees that each shipment shall be provided with an inspection certificate of weight,
quantity and quality at the time of loading and such certificate shall be provided by Société Générale de
Surveillance (SGS) or equivalent at Seller’s expense and shall be deemed to be final. The Seller shall
instruct the said authority to carry out the inspection in strict accordance with the International Chamber
of Commerce (I.C.C.) Rules.

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CLAUSE-9: FORCE MAJEURE

Neither party of this Contract shall be held responsible for breach of contract caused by an Act of God,
earthquakes, storms, fire, declaration of war, civil war, military action, government emergency actions,
etc. Both parties do hereby accept the International Provision of “force majeure” as published by the
International Chamber of Commerce and as defined by the I.C.C Rules.
CLAUSE-10: ARBITRATION AND JURISDICTION :
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 any party relating to this Contract
shall be settled amicably through negotiation. If the Parties have not reached a resolution within ninety
(90) Days from the commencement of such negotiation, the dispute shall then be submitted to the
International Chamber of Commerce for Arbitration in Poland. The losing party will pay the arbitrator’s
fee and the decision/award of the arbitrator shall be deemed final and binding for both parties.
CLAUSE-11: GOVERNING LAWS:
This Contract shall be governed by and executed 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 agreed that this Contract be signed and executed
by their Authorized Representatives and have hereby understood, agreed and accepted the terms and
conditions stated herein with signatures affixed below.
CLAUSE-12: DEFAULT / NON-COMPLIANCE PENALTY:
Any party, seller or buyer who fails to comply with the above transaction procedure from CLAUSE-16.3
of this contract / SPA will be deemed a breach of contract / breach of contract.
The Seller guarantees that it will pay the Buyer fees for losses and damages which are 2% of the
contractual value, in the event that the Buyer fails to load and deliver the goods to the Destination Ports
due to the agreed delivery terms and schedule specified in the Agreement.
The Buyer guarantees that he will pay the Seller fees for losses and damages, which are 2% of the total
contract value, in the event of failure to pay within the agreed payment terms and schedules specified in
the Contract.
CLAUSE-13: AUTHORITY TO EXECUTE THIS CONTRACT:
Both Parties declare that they have the full authority to execute this Contract and accordingly to be fully
bound by the terms and conditions stated herein. This Contract represents the entire agreement and any
changes shall be made in writing to be executed by both parties.
CLAUSE-14: NON-CIRCUMVENTION AND NON-DISCLOSURE:
Both 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 the Parties involved in this transaction
and contract, additions, renewals, and third party assignments, with full reciprocation for a period of one (1)
year from the date of execution of this Contract

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CLAUSE-15: SHIPPING DOCUMENTS and

Original Documents will be sent across to the Buyer’s registered office by the Seller upon confirmation of the payment
receipt at seller’s bank by international courier service:
• one (1) original + three (3) copies of the bill of loading “clean on board” freight prepaid”.(Issued at
origin)
• Certificate of Quality as per Specification, Croup Date Quantity (Q&Q) issued by SGS or compatible
• Authority. (Issued at origin)
• Certificate of origin, issued by the chamber of commerce of the country of origin (Issued at origin)
• Signed commercial invoices in One (1) original and three (3) photocopies, indicating contract
number, description of the goods, unit price and total value, gross/net weight, SBLC number and
shipping terms (CIF), ocean bill of lading number.
• Packing list of shipment quantity (+/- 5%) in One (1) original and three (3) photocopies.
• PHYTOSANITARY / HEALTH certificate issued by a local authorized government agency and attested
by Chamber of Commerce at the origin (Issued at origin)
• Certificate of insurance covering 110% of the commercial Invoice Value of Goods (Issued at origin)
• Certificate of radiation declaring the product radiation level as normal by the authorized agency at the
origin. (Issued at origin)
• Documentation & Certificates will be as per international Norms for each lift Issued at Origin

CLAUSE-16: DELIVERY SCHEDULE:

Shipments shall be made by way of (- - SHIPMENTS OF ---------MT X -- TIMES A MONTH)

Metric Ton Vessel. The delivery time shall be within 25 to 35 days or earlier after receipt and confirmation
of an Operative Financial Instrument acceptable to the Seller and the Seller’s Bank and issued within the
stated time.
The total quantity of White Refined Sugar ICUMSA 45 RBU is-------Metric Tons (+/-5%)
Delivered over----+ shipments (with 25,000 MT vessels or as agreed), with possible roll and extensions
Subject to mutual consent. Cost, insurance, freight as per the Contract and shall be delivered under
theschedule outlined below.
The start date of the delivery shall be determined and confirmed upon receipt and confirmation of
Buyer’s Operative Financial Instrument.

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SHIPPING SCHEDULE:

STARTING MONTH SHIPMENT SHIPMENTS TOTAL PORT OF

& YEAR SIZE PERMONTH MONTHLY DESTINATION

TOTAL QUANTITY

16.1. TRANSPORT
1.1 All supervision and fees or levies at the port of loading are for the Seller’s account.
1.2 Partial Shipment Terms as (Minimum Partial Stands) as--------MT X -- per Month)

1.3 Transshipment is not allowed.

1.4 Vessel must be classified as 100-A-1 in the Lloyd’s Register or be of an equivalent
classification and must not be older than twenty-five (25) years.
1.5 Vessel should be certified cargo hold cleanliness/suitable to load.
1.6 Not later than seventy-two (72) hours from the completion of loading, the Seller’s agent
shall telex, fax or cable the Buyer and inform him of the vessel’s sailing date and the
expected time of arrival at the port of destination. Seller shall also inform the Buyer of
the vessel’s name, vessel’s capacity, beam, number of holds/hatches/cranes/derricks in
good order, number of cargo and particulars of the vessel’s readiness to effect operations
through all hatches and at completion of loading the quantity loaded per chamber and the
quantity shipped; nationality of the ship, age of ship, flag of ship, LOA / ETA
16.2. VESSEL DISCHARGE
2.1 The vessel’s Master is to advise the Buyer’s agent at port of discharge the vessel’s name,
date of arrival, vessel capacity, number of hatches / number of cargo chambers, quantity
loaded per cargo chamber and the particulars of the vessel’s readiness to effect cargo
operations through all hatches.
2.2 The vessel’s Master shall give ETA twenty (20) days and seven (7) days provisional
notice and 72; 63 and 21 hours final notice of the vessel’s estimated time of arrival at port
of destination to the Buyer’s agent at the port of discharge. Such notices shall be effected
during normal business hours and whether in berth or not.

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2.3 Buyer guarantee discharge rate of 2,500 Metric Tons by day Port, per weather working a day of
24 consecutive hours.
2.4 Time between 5.00 PM Saturday (Friday for Arab countries) or day preceding holiday and
08.00 AM on Monday or next working day after a holiday not to count as lay time, even if
used.
2.5 Lay time to commence 1.00 PM the same day if NOR is tendered before noon or 08.00
AM next working day if NOR is tendered after 12.00 AM but during office hours. NOR
to be tendered on arrival of vessel at discharging port or recognized pilot station or
anchorage of discharging port WIBON, WICCON, Acceptance of NOR not to be
withheld unreasonably. If the port is congested, then lay time is to commence twenty-four
(24) Hours after notice of readiness is given time for vessel shifting from pilot station to
berth not to count as lay time. The Buyer is responsible for the product discharge.
2.6 Opening and closing hatches to be done by ship crew at the Seller’s/owner’s time and
expenses. Vessel’s Agent shall be nominated by Buyer upon vessel acceptance.
Demurrage and Dispatch rate to be advised at time of vessel nomination
Should be minus USD. 1,500/DHD and max USD 4.000/DHD and to be settled within 21
days after submission of substantiating documents.
2.7 Should the vessel be discharged at the rate less than the average; the Buyer shall pay to
Seller demurrage at a rate established by that particular port per running day and prorated
share for any portion of any running day.
2.8 It is agreed that demurrage be settled by the vessel’s Master and Buyer’s shipping agent
within five (5) days from the receipt of the vessel Master’s Invoice.
2.9 All taxes or levies imposed by the country of destination, having any effect on this
contract are for Buyer’s account and his sole responsibility. All taxes or levies and port
dues imposed by the country of origin, having any effect on this contract are for the
Seller’s account and his sole responsibility.
2.10 Should the vessel be required to shift from one berth for another port of discharge, then
the time used shifting shall be for the Buyer’s account. In the event lighter age is required
at the port of discharge, the said expenses are for the Buyer’s account.
2.11 The Buyer is NOT authorized to claim on the Seller’s Insurance without any reasons, and
the Seller agrees to support the Buyer to claim, on their Insurance Coverage by providing
all documents required for the processing of the said claim, as appropriate, provided the
Seller & Seller Insurance Company must convince, as the buyers claim is very much
genuine and provide with all proper documents, which must prove that, that damage has
happened to Buyer.
2.12 Seller does not agree to be responsible of the vessel’s unloading or any charges in the unloading
port.

16.3. PROCEDURE: Buyer sends Good Faith fee of $15,000 to Sellers Corp Account (refundable).
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3.1 Buyer issues Letter of Interest.

3.2 Seller issues Final Corporate Offer.
3.3 Buyer issues irrevocable corporate purchase order (ICPO) according to seller’s terms with full
banking details + Clear copy of passport + clear copy of company registration certificate.
3.4 Seller issues the draft contract open for amendments.
3.5 Buyer returns the signed draft contract with draft LC.
3.6 Seller shall verify and if accepted shall send the spa as pdf closed file and sign LC draft and
return all to buyer.
3.7 Within 7 banking days upon contract signature, buyer’s bank issues 100% SBLC. This LC is
irrevocable, transferable and confirmed by top 50 world banks. The seller’s bank issues 2% PB
within 5 days from the LC confirmation.
3.8 Within 30 days after LC confirmation, shipment commences according to delivery
schedule.
3.9 Seller’s bank releases the documentation at loading port.
3.10 Subsequently monthly shipment continues as per terms and conditions of the sales and
purchase agreement Contract between buyer and seller.

CLAUSE-18: BANKING COORDINATES:

SELLER’S BANK COORDINATES:

Bank Name INTERNATIONAL COMMERCIAL BANK LTD

Bank Address UAE –Dubai –Deira-BLU Abdullah Sultan AlSuwaidi office 303

Swift Code + ABA ICOCSSJB

Account Name NAJMAT AL WAFA GENERAL TRADING L.L.C

Account Number 0102200279815

Bank Officer Mr. Aamen Ghani

Bank Officer Email [email protected]

Bank Telephone

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BUYER’S BANK COORDINATES: MUST BE TOP 50 BANK THAT ISSUES LC:

Bank Name

Bank Address

Swift Code + ABA

Country
Account Name
Account Number
Bank Officer
Bank Officer Email
Bank Telephone

# Electronic signature is valid and accepted as hand signature # EDT (Electronic document transmissions)
Are acting with full corporate responsibility and we state with full legal responsibility that we are irrevocably

ready, willing and able to sell the product as explained and legal signatory with full corporate power. AND Buyerso
states he is able to purchase as explained and the legal signatory with full corporate power.

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
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Electronic means provided however, that any such request shall in no mannerdelay the parties
from respecting their obligations and duties under EDT instruments.
CLAUSE-19: SIGNATURES:

For and on behalf of the For and on behalf of the SELLER:

BUYER”
NAJMAT AL WAFA GENERAL
TRADING L.L.C

SIGNATURE & STAMP SIGNATURE & STAMP

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PASSPORT BUYER

PASSPORT SELLER

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LC MT760 VERBIAGE

DRAFT SWIFT MT 760 – STANBY LETTER OF CREDIT (LC) VERBIAGE (ICC600)SENDER:

NAME OF ISSUING BANK:

ISSUING BANK ADDRESS:

NAME OF CONFIRMATION BANK:

CONFIRMATION BANK ADDRESS:
BENEFICIARY/NAME OF APPLICANT:

ACCOUNT NUMBER:

BRANCH CODE:

SWIFT CODE:

LETTER OF CREDIT NUMBER/SAFE CUSTODY RECEIPT (SCR):

DATE OF ISSUE:

DATE OF EXPIRY/MATURITY DATE:

AMOUNT:

CURRENCY:

BANK OFFICER NAME:

BANK OFFICER E-MAIL:

BANK NAME:

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT CODE:

FOR VALUE RECEIVED WE, XXXXXXXXX AND CONFIRMED BY XXXXXXXX (ADDRESS) , HEREBY ISSUE
OUR, CASH BACKED IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE, CONFIRMED, FULLY
CALLABLE, AND ASSIGNABLE STANDBY LETTER OF CREDIT, AND WITHOUT PROTEST OR
NOTIFICATION PROMISE TO PAY AGAINST THIS STANDBY LETTER OF CREDIT ON TIME, IN FULL
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AND WITHOUT DELAY, TO THE ORDER OF XXXXXXXXXX THE BEARER OR HOLDER THEREOF, AT
MATURITY THE SUM OF XXXXXXXX IN THE LAWFUL CURRENCY OF THE EUROPEAN UNION

SUCH PAYMENT WILL BE MADE UPON PRESENTATION AND SURRENDER OF THIS STANDBY LETTER
OF CREDIT AT THE OFFICE OF XXXXXXXXXXXXXXXXXXXXX WITHOUT SET-OFF AND FREE AND
CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITH BANK CHARGES OF ANY NATURE NOW OR
HEREAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERMENT OF THE
ISSUING OR PAYING BANK OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR
THEREIN.

THIS STANDBY LETTER OF CREDIT SHALL BE GOVERNED AND BE CONSTRUED IN ACCORDANCE WITH
THE UNIFORM RULES FOR DEMAND STANDBY LETTER OF CREDIT (URDG), AS SET FORTH BY
INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE. I.C.C. PUBLICATION NUMBER 600. THIS
STANDBY LETTER OF CREDIT IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE, FULLY

CALLABLE, WITHOUT PRESENTATION TO US.FOR

AND ON BEHALF OF XXXXXXXXXX AUTHORISED
BANK OFFICER’S

NAME AUTHORISED BANK

OFFICER’S NAME 1 OFFICER’S NAME 2

TITLE TITLE

PHONE PHONE

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