ISSUED JOINTLY WITH NEODA

CONTRACT FOR REFINED EDIBLE OILS AND FATS

Revised and Effective
from 1st April 2024 Reference No

SELLERS:

BUYERS:

BROKERS:

Date:

*An asterisk denotes alternative wording, and should be matter of agreement between the parties.

Quantity Description Packing Price

The oil/fat is guaranteed to be of the origin, nature, substance and quality described and to comply with all statutory requirements or regulations in force at the 1
time of delivery and relating to the sale of foodstuffs in the UK. 2

Duration of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . months 3

Delivery shall be in approximately equal *weekly/monthly quantities. 4

The Buyer shall issue delivery instructions with a minimum of seven consecutive days notice. 5

Each successive period of one calendar month commencing from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

shall be a delivery period for the relevant call‐off of oil/fat purchased above. 7

1. PAYMENT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9
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11
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Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or his bank. If payment is agreed to be by bank transfer, the 13
party shall effect payment to the payee’s bank on or before the due date for payment and payment instructions shall specify a value date not later than the second 14
bank working day after the day of payment. 15

2. CLAIMS: All oil/fat must be examined and signed for at the time of delivery any loss or damage being noted on the drivers’ receipt. Claims for loss or damage 16
must be made by Buyers in writing to Sellers within 3 business days. If on receipt of invoice Buyers have not received delivery of the oil/fat, Buyers shall advise 17
Sellers immediately in writing so that Sellers can effect a claim within the stipulated period of 7 consecutive days of date of invoice. 18

Sellers will not be held responsible for loss, damage or non‐delivery by the Buyers if Buyers fail to observe these requirements. 19

3. NOTICES: Notices to be despatched by any means of rapid written communication. All notices shall be under reserve for errors in transmission. Notices shall be 20
passed on with due despatch by intermediate Buyers and Sellers. Any notice received after 16.00 hours on a business day shall be deemed to have been received 21
on the following business day. Notice from a broker shall be a valid notice under this contract. 22

4. NON‐BUSINESS DAYS: Should the time limit for doing any act or giving any notice expire on a Saturday, Sunday or any public holiday in the country where the 23
party required to do the act or give the notice resides or carries on business or in the country where the act has to be done or the notice has to be received or on 24
any day which the Federation shall declare to be a non‐business day the time so limited shall be extended until the first business day thereafter. All business days 25
shall be deemed to end at 16.00 hours Mondays to Fridays inclusive. The contract loading/delivery period not to be affected by this clause. 26

5. FORCE MAJEURE: The Sellers shall not be liable in damages hereunder for failure to deliver in accordance with this contract as a result of war, strikes, lockouts, 27
fire, breakdown, Act of God or without prejudice to the generality of the foregoing any contingency beyond the Sellers’ reasonable control. 28

6. PROHIBITION: In the event of war, hostilities, blockade, prohibition of export or any executive or legislative act preventing or delaying shipment of any 29
oilseed/oil/fat purchased by Sellers and intended for application against all or any part of this contract the delivery period shall be extended by 30 days, should 30
such conditions still exist after 30 days the contract or any unfulfilled portion thereof, shall be cancelled. 31
Sellers invoking this clause shall notify Buyers with due despatch and if required shall produce proof to justify their claim. 32

7. BANKRUPTCY/INSOLVENCY: If before the fulfilment of this contract, either party shall suspend payment, notify any of his creditors that he is unable to meet his 33
debts or that he has suspended payment or that he is about to suspend payment of his debts, convene, call or hold a meeting of his creditors, propose a voluntary 34
arrangement, apply for an official moratorium, have an administration order made, have a winding up order made, have a receiver or manager appointed, convene, 35
call or hold a meeting to go into liquidation (other than for reconstruction or amalgamation), become subject to an Interim Order under Section 252 of the 36
Insolvency Act 1986 or have a Bankruptcy Petition presented against him the contract shall forthwith be closed, either at the actual or estimated market price then 37
current for similar goods or, at the option of the other party, at a price to be ascertained by re‐purchase or re‐sale and the difference between the contract price 38
and such closing‐out price shall be the amount which the other party shall be entitled to claim or shall be liable to account for under this contract. Should either 39
 THE FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS
party be dissatisfied with the price ascertained by re‐purchase or re‐sale, then the matter shall be referred to arbitration. If no re‐purchase or re‐sale takes place 40
and if the parties cannot agree to a closing‐out price, then on application of either party, the closing‐out price shall be fixed by a sole arbitrator appointed by the 41
Federation subject to the right of appeal under the Federation’s Rules of Arbitration and Appeal. 42

8. DEFAULT: 43
(a) In Payment 44
In the event of the Buyers failing to make a payment by the due date the Sellers may: 45
(i) charge interest on the outstanding balance from the due date to the date of eventual payment at a rate of 2% per month or pro rata for part thereof; 46
(ii) suspend any further deliveries under this contract or any other contract with the Buyers until payment is made; 47
(iii) terminate this contract such termination being without prejudice to the Sellers rights hereunder or otherwise. 48
(b) In Delivery 49
(i) Should the Buyers not take a delivery within the relevant period the Sellers may extend the delivery period by one month charging the Buyers interest 50
and damages at the rate of 2½% per month or pro rata for part thereof on the amount of the outstanding instalment and the duration of the contract and 51
the instalment price shall be amended accordingly. 52
(ii) If the Buyers have not taken delivery by the end of the extended delivery period the Sellers may invoice the appropriate instalment and place to outside 53
store at the Buyers’ risk and expense and interest on the instalment price shall continue to accrue at the above rate until date of eventual payment. 54
(iii) The implementation by the Sellers of any rights under this clause shall not affect the Buyers’ full purchasing obligations in accordance with this contract. 55
(iv) Should the Sellers fail to make delivery within the relevant delivery period provided that the Buyers have given due notice of call off the Buyers may 56
extend the delivery period by one month charging the Sellers interest and damages on the outstanding instalment at the rate of 2½% per month or pro rata 57
for part thereof which amount shall be deducted from the appropriate instalment at the time of payment. 58
(v) In the event that either party shall be in default under this clause the other party may in addition to his other rights hereunder after giving written notice 59
sell or purchase as the case may be the relevant instalment against the party in default who shall on demand pay damages amounting to the difference in 60
price obtained or paid and the relevant instalment price. 61
(vi) If the party sold or purchased against is dissatisfied with the price obtained or paid or in the event that delivery is not made or taken in the delivery 62
period the question of damages shall failing amicable settlement, be determined in accordance with Clause 12 hereof. Any arbitration award against a party 63
in default under this clause shall be limited to the difference between the relevant instalment price or instalment prices and the market price on the day 64
the party exercised its right to sell or purchase against the other (prices to be based on the mean contract quantity) unless the Arbitrators consider that the 65
circumstances of default justify an increased award in which event they may in their absolute discretion award accordingly. 66
Notwithstanding a purchase by the Buyers of an instalment against the Sellers, the Sellers are bound to delivery and the Buyers are bound to take delivery 67
of all remaining instalments deliverable hereunder as if such purchased instalment had been delivered. 68

9. DOMICILE: This contract shall be deemed to have been made in England and the construction, validity and performance thereof shall be governed in all respects 69
by English Law. Any dispute arising out of or in connection therewith shall be submitted to arbitration in accordance with the Rules of the Federation. 70
The serving of proceedings upon any party by sending same to their last known address together with leaving a copy of such proceedings at the offices of the 71
Federation shall be deemed good service, rule of law or equity to the contrary notwithstanding. 72

10. INTERNATIONAL CONVENTIONS: The following shall not apply to this contract:— 73
(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on International Sales Act 1967; 74
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; 75
(c) the United Nations Convention on the Limitation Period in the International Sale of Goods of 1974 and the amending Protocol of 1980. 76

11. ODD DAYS: In any month containing an odd number of days the middle day shall be reckoned as belonging to both halves of the month. 77

12. ARBITRATION: (a) Any dispute arising out of this contract, including any question of law arising in connection therewith, shall be referred to arbitration in 78
London (or elsewhere if so agreed) in accordance with the Rules of Arbitration and Appeal of the Federation of Oils, Seeds and Fats Associations Limited, in force 79
at the date of this contract and of which both parties hereto shall be deemed to be cognizant. (b) Neither party hereto, nor any persons claiming under either of 80
them, shall bring any action or other legal proceedings against the other of them in respect of any such dispute until such dispute shall first have been heard and 81
determined by the arbitrator(s), or Board of Appeal (as the case may be), in accordance with the Rules of Arbitration and Appeal of the Federation, and it is hereby 82
expressly agreed and declared that the obtaining of an Award from the arbitrators, chairperson or Board of Appeal (as the case may be), shall be a condition 83
precedent to the right of either party hereto or of any person claiming under either of them to bring any action or other legal proceedings against the other of 84
them in respect of any such dispute. (c) Nothing contained under this Arbitration Clause shall prevent the parties from seeking to obtain security in respect of their 85
claim or counterclaim via legal proceedings in any jurisdiction, provided such legal proceedings shall be limited to applying for and/or obtaining security for a claim 86
or counterclaim, it being understood and agreed that the substantive merits of any dispute or claim shall be determined solely by arbitration in accordance with 87
the FOSFA Rules of Arbitration and Appeal. 88

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