SALES AND

PURCHASE CONTRACT
SALES AND PURCHASE CONTRACT

REFINED SUNFLOWER OIL

QUANTITY:
CONTRACT NUMBER:
Validity of this contract:

DATE:

SELLER:

Address:
Tel:
Email:
Attn:

BUYER:

Address:
Tel:
Email:
Attn:

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.

WHEREAS: the buyer hereby agrees and makes an irrevocable firm contract to purchase 2.400
metric tons (+/-5%) of refined sunflower oil Ukraine, cost, freight and insurance (CIF) Incoterms
2010.

WHEREAS: the seller and the buyer both agree to finalize this contract under the terms and
conditions; and the product offered for sale is subject only to the terms and conditions contained
in this contract and strictly confidential between the buyer and the seller and it is therefore agreed
as follows:
A. PRODUCT:

Refined sunflower oil shall conform with the following specifications and/or international standard
specifications
B. ORIGIN: UKRAINE

C. DESTINATION / PRODUCT DISCHARGE:

Destination shall be CIF ………………………… , subject to buyer having all import permissions and
permits in writing, and copy sent to seller. Buyer bears the sole responsibility of securing all
permits, licenses or any other documents required by the government of the importing nation.
Seller will bear no responsibility to provide such documentation.
Delivery shall begin thirty to forty five days (30-45) days after receipt and confirmation of an
operative financial instrument acceptable to the seller and its bank and completed within the
stated time.

D. PRODUCT DELIVERY:
The date (s) of bill of lading shall be considered the date (s) of delivery. The first delivery shall
begin thirty to forty five days (30-45) after receipt and confirmation of an operative financial
instrument acceptable to the seller and its bank. The seller shall have the right to deliver earlier
than agreed in this contract giving notice to all designated parties as required herein, with the
approval of the buyer. The product shall be shipped to the relevant provisions of this contract with
the shipment to be forwarded to destination port in minimum shipment of two HUNDRED (200)
metric tons per lift (+/- 5%) total shipment shall be according to shipping schedule. (see
"addendum a") minimum is subject to slight and reasonable variations in schedules due to the
customary and usual exigencies. The buyer and the seller agree that partial shipment is allowed
and transshipments are not allowed.

E. CONTRACTED QUANTITY:
The total quantity of the contract shall be …………………… metric tons. The quantity of the shipment
shall be determined by the certifications of weight issued by the inspection authority and by the
bills of lading of the shipment that was in effect delivered to the buyer.

F. PRODUCT WEIGHT AND QUALITY:

The seller guarantees the shipment of refined sunflower oil, shall be provided with an inspection
certificate of weight and quality at time of loading and such certificate shall be provided by Société
Générale Surveillance (SGS) at seller’s expense and shall be deemed to be final. The seller shall
instruct SGS to carry out the inspection in strict accordance with the International Chamber of
Commerce (ICC) rules. The buyer shall, if desired, and at his own expense provide additional
inspection at port of loading to confirm loading. If discrepancies should at any time and in
particular case result in relation to the inspection certificate (s) issued at the port of loading, it is
hereby agreed that arbitration shall be employed to determine the appropriate judgment. Both
parties agree to be bound by the arbitrator’s decision for or against either buyer or seller.
G. QUANTITY:
------------------------------metric tons [mt] (+/- 5%) to be delivered over the contract period of 12
months.

H. PACKING
The product will be packed in PET 1 LITRO

I. PRICE PER METRIC TON:

$............United States dollars per metric ton CIF.

J. CONTRACT AMOUNT:
USD$ ............................................................................... ($.................)

K. PAYMENT TERMS:
By irrevocable, transferable, assignable, and confirmed unconditional revolving letter of credit (DLC)
for the value of the each one of the shipments valid for 12 months must be issued by a prime bank
acceptable to seller and his bank.
Delivery of shipment will be within 30 to 45 days after receipt and acceptance of DLC by the seller’s
bank.
Payment for each shipment 100% of the value by MT103 against submission of following shipping
documents at the buyer bank prior to ship leaving the loading port.

L. PRODUCT DOCUMENTATION PER LIFT FOR 100%

A full set of the following documents will be presented:

A. Three (3) original and three (3) copies of signed commercial invoices.
B. Three (3) original and three (3) copies of full set of clean on-board ocean bill of lading (b/l)
marked "freight pre-paid" issued to the order of buyer.
C. One (1) original and four (4) copies of certificate of quality and quantity inspection issued
by SGS.
D. One (1) original and four (4) copies of certificate of origin, issued by the Chamber of
Commerce and Industry of the country of origin.
F. One (1) original and two (2) copies of non-radioactivity certificate.
G. One (1) original and three (3) copies of phytosanitary certificate issued by the appropriate
government authority in country of origin.
H. One (1) original and two (2) copies of packing list showing: i) gross / net weight; ii) the
number of ocean bill of lading.

M. PRODUCT INSURANCE:
The seller shall provide insurance up to 110% of the value of shipment at his sole expense and
responsibility.
N. PERFORMANCE BOND:
Seller will issue 2% within 10 banking days after buyer payment confirmed in seller bank.
O. DEMURRAGE:
At the loading port it is on seller’s account. At the discharging port it is on buyer’s account.

P. 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 his sole responsibility. Buyer must have all import permissions and
permits in writing, and copy sent to seller. Buyer bears the sole responsibility of securing all
permits, licenses or any other documents required by the government of the importing nation.
Seller will bear no responsibility to provide such documentation. Buyer will bear all costs
associated with securing such documents and will also bear all costs and penalties if such
documents are not secured.
In no case shall the seller be held liable for missing or improper
Documentation the buyer is required to provide.

Shipping based on Incoterms 2010.

17. 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 ICC. rules uniform customs and practice.

18. DISPUTES AND 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 of ICC, Paris, France by one or more
arbitrators appointed in accordance with said rules.
Any legal expenses and all other expenses incurred by …….
will be paid in full by the buyer if said buyer fails to comply with the terms of this contract once
signed.

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.

20. EXECUTION OF THIS CONTRACT:

This contract may be executed simultaneously in two or more counterparts via email or facsimile
transmission, each of which shall be deemed as originals and legally binding.
21. GOVERNING LAW:
This contract shall be governed and interpreted under the law of the government under united
nations convention for sale of goods and any disputes of any kind arriving hereunder shall be
interpreted under the English law.

22. LANGUAGE USED:

The English language shall be used.

23. ASSIGNMENT:
This agreement is assignable and transferable by either party, with prior written permission of the
other party.

24. 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.

25. PROCEDURES

1. Buyer issues the ICPO

2. Seller sends draft contract for negotiation and to show his approval.
3. Buyer signs and sends the draft contract with the draft of letter of credit or bank
acceptation.
4. Seller sends the original contract.
5. Contract to be verified by the seller and buyer, and signed the electronic version.
6. Buyer’s bank sends the pre-advice hardly within 5 working days to seller’s bank
for acceptance.
7. Seller’s bank confirms within 5 working days the acceptability of the terms
and conditions of the Letter of Credit otherwise advise the amendments, if
any.
8. Buyer issues the operative hardly to seller’s bank within 7 banking days.
9. Seller’s load the cargo and conduct the SGS at port of loading.
10. Seller send original shipment documents to the buyer’s bank and buyer bank
will 100% invoice value via mt103 to seller’s bank
11. Steaming of the vessel.
26. CONTRACT TERM
Twenty (20) days includes first twenty to thirty days where shipment is being prepared
We confirm that said funds are good clean, cleared unencumbered, legitimately earned and of
non-criminal origin
Any changes made in the contract that are not approved and signed off by representative......will
make this contract null and void.

27. AGREEMENT SIGNATORIES:

In witness thereof, the Parties have signed below and by doing so have accepted and approved all
terms and conditions of this Agreement.

THE SELLER, THE BUYER

Sign and stamp Sign and stamp

Mr. ……..
President

Mr. ……...
Director
 ADDENDUM “A”

SCHEDULE OF DELIVERIES

Total quantity of purchase to be…………….metric tons. Shipped in minimum shipment of ……………….

(………….) metric tons (+/-5%) of refined sunflower oil, cost, insurance and freight (CIF) Incoterms
2010, as per contract and shall be delivered under the following terms and conditions.
Delivery shall begin thirty to forty-five (30-45) days after receipt and confirmation of an operative
financial instrument acceptable to the seller and its bank, and completed within the stated time.
Unloading will be minimum ……………………… (………………) mt WWD subject to discharge port offload
capabilities.

EFINED SUNFLOWER OIL

1. ………….METRIC TONS (+/- 5%)

2. …………. METRIC TONS (+/- 5%)
3. …………. METRIC TONS (+/- 5%)
4. …………. METRIC TONS (+/- 5%)
5. …………. METRIC TONS (+/- 5%)
6. ………….METRIC TONS (+/- 5%)
7. …………. METRIC TONS (+/- 5%)
8. …………. METRIC TONS (+/- 5%)
9. …………. METRIC TONS (+/- 5%)
10. …………. METRIC TONS (+/- 5%)
11. …………. METRIC TONS (+/- 5%)
12. …………. METRIC TONS (+/- 5%)
TOTAL QUANTITE_............. METRIC (+/-5%)
TONS

* START DATE WILL BE DETERMINED BY DATE OF RECEIPT AND CONFIRMATION OF AN

ACCEPTABLE LETTER/S OF CREDIT BY SELLER.
 ADDENDUM “B”
BANKING INFORMATION

Sellers full banking details must be given with this sales and purchase contract. No contact with
the seller’s bank/s may be made without the explicit written permission of the seller. If contact is
made without this permission the contract is considered null and void.
Seller reserves the right to use one of its alternate corporate bank accounts. In the event an
alternate account is to be used, seller will notify buyer of new bank coordinates within 48 hours of
receipt of signed and sealed contract.
Seller requires that buyer notify seller prior to forwarding any financial instrument or
correspondence to seller’s bank.

SELLERS BANKING INFORMATION

ACCOUNT NAME:
BANK Name
BANK Address
IBAN
Account Number
Swift Code
Bank Phone
Bank Fax
Registration No.
Represented By
Bank Officer
Web Site:
Email
Buyer’s complete banking information is required with the return of the signed and sealed original
contract. If the issuing bank is not a top 50 USA or EU banks the payment instrument must be
confirmed by a top 50 USA or EU banks and these banking details must be included below. If these
details are not provided, this contract will become null and void.

BUYERS BANKING INFORMATION

ACCOUNT NAME:
BANK Name
BANK Address
IBAN
Account Number
Swift Code
Bank Phone
Bank Fax
Registration No.
Represented By
Bank Officer
Web Site:
Email