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Purchase Agreement of Sugar

We, the Board of Directors of, wish to confirm with full corporate authority, pursuant to
our Articles of Incorporation and the applicable Costarican Laws, that we are willing and
able to supply the commodities of Sugar (INCUMSA 45) to any company, wherever
located, through and by our authorized representative Daniel Thomas, and under the
terms and conditions stated below. All sales and purchases shall be based on and
comply with established international procedures and practices in the industry. This
agreement may be executed in one or more counterparts and the Parties agree that
facsimile/email copies of this Agreement will be considered as a legal original and
signatures thereon shall be legally binding until the receipt of signed, sealed original
hardcopies.

SELLER:
COMPANY NAME :
NAME&SURNAME :
PASSPORT NO. :
ADDRESS :
PHONE & FAX :
MOBILE :
E-MAIL :

SELLER’S BANKING INFORMATION:

SELLER NAME
BANK NAME
BANK ADDRESS
ACCOUNT NO.
ACCOUNT NAME
SWIFT
BANK OFFICER
BANK TELEPHONE/FAX

BUYER :
COMPANY NAME :
NAME&SURNAME :
PASSPORT NO. :
ADDRESS :
PHONE & FAX :
E-MAIL :

THE SELLER WITH FULL CORPORATE AUTHORITY, IRREVOCABLY AND FIRMLY


Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

UNDERTAKES AND COMMITS TO SELL AND DELIVER, AND HEREBY CERTIFIES,


REPRESENTS AND WARRANTS THAT THE SELLER CAN FULFILL THE REQUIREMENTS OF
THIS AGREEMENT AND PROVIDE THE PRODUCT HEREIN MENTIONED IN A TIMELY
MANNER AND UNDER THE TERMS SPECIFIED BY THE SIGNATORIES HEREAFTER. THE
BUYER, HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM COMMITMENT TO
PURCHASE C.I.F.,COST INSURANCE AND FREIGHT, A.S.WP. INCOTERMS 2000, AND
WHEREAS THE SELLER AND THE BUYER NOW DO HEREBY AGREE TO EXECUTE THIS
CONTRACT UNDER THE FOLLOWING TERMS AND CONDITIONS:

ARTICLE 1: PRODUCT AND SPECIFICATIONS:

ICUMSA: WHITE REFINED CANE SUGAR


ICUMSA 45
SPECIFICATION: FIT FOR HUMAN
CONSUMPTION
POLARIZATION: 99,80 % MINIMUM
MOISTURE: 00.04% MAXIMUM
SULPHATEASH CONTENT: 00.04% MAXIMUM
GRANULATION: MEDIUM TO FINE
SOLUBILITY: 100% DRY AND FREE
FLOWING
RADIATION: NORMAL W/O PRESENCE OF
CESIUM OR IODINE,
CERTIFIED
COLOR: SPARKLING WHITE. MAXIMUM,
45 ICUMSA
SEDIMENT: NONE
SMELL: FREE OFANY ODOR
CROP: 2009/2010 PROCEEDING
REDUCING SUGAR: 0.05% MAXIMUM BY WEIGHT
SO2: 20 PPM MAXIMUM
SUBSTANCE: SOKID, CRYSTAL
MAGNETIC PARTICLES: MG/KG MAXIMUM
MAX AS: 1 PPM
MAX PS: 2 PPM
Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

MAX CU: 3 PPM


HPN STAPH AUREUS: NIL
FREE FROM: MOLD, UNNATURAL ODORS,
CHEMICALS AND INSECTS
POISONOUS: PHYTOSANITARY CERTIFICATE
SEED/HUSKS: OF NO RADIATION, NO VIRUS,
INSECT PARTS, NO
POISONOUS MATTER AND
NON GENETIC AND IS
SUITABLE FOR HUMAN
CONSUMPTION

The Product Will Be Inspected By S.G.S. At The Port Of Loading.


The Sgs Inspection Charges At The Loading Port Will Be Paid By The Seller.

ARTICLE 2: PRODUCT PACKING:

2.1. 50 (FIFTY) KG. POLY LINED NEW WATER RESILIENT JUTE BAGS SUFFICIENT TO
ENSURE SAFE ARRIVAL TO THE DESTINATION. PALLETIZED SUITABLE FOR OCEAN
TRAVEL. THE SELLER SHALL PROVIDE FOR EACH VESSEL 2% EMPTY BAGS FOR
REPLACEMENT OF THE DAMAGED BAGS FREE COST. BAGS SHOULD BE MARKED WITH
USUAL MARKS: CANE SUGAR, ORIGIN, NET AND GROSS WEIGHT.

ARTICLE 3: PORT AND PRODUCT ORIGIN AS COUNTRY:

3.1. ORIGIN – EUROPE (T2L EUR1 CERTIFICATE) AND LOADING PORT- BRASIL

ARTICLE 4: PRODUCT DESTINATION:

SHIPPING DESTINATION CIF A.S.W.P.

ARTICLE 5: TERMS OF DELIVERY:

5.1 INTERNATIONAL WITHIN 30-45 DAYS AFTER RECEIVED BUYER’S PAYMENT


INSTRUMENT The date of the bill of lading shall be considered the date of shipment and
delivery, third party bill of lading shall be acceptable at the seller site.

The seller shall have the right to deliver earlier than agreed in the contract giving notice
to al designated parties as required herein, with the approval of the buyer. the product
Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

shall be shipped to the relevant provisions of this contract with the shipment to be
forwarded in a vessel of 12.500 mt, or its multiple within 30 – 45 days after receipt and
acceptance of letter of credit.

ARTICLE 6: PRODUCT QUANTITY AND QUALITY:

6.1 THE SELLER GUARANTEES THAT EACH SHIPMENT OF WHITE REFINED SUGAR FROM
BRAZIL SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE SHALL BE PROVIDED BY
S.G.S. OR SIMILAR RECOGNIZED AUTHORITY AT SELLER’S EXPENSE, AND SHALL BE
DEEMED TO BE FINAL.

6.2THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE ADDITIONAL
INSPECTION AT THE PORT OF LOADING OR DISCHARGE.

ARTICLE 7: PRODUCT SALES AND PAYMENT TERMS:

7.1. MONTHLY PAYMENTS WILL BE BY REVOLVING DOCUMENTARY LETTER OF THE


CREDIT (RDLC) FOR THE VALUE OF ONE MONTH), TO FAVOR OF THE SELLER ISSUED
BY TOP 25 WORLD BANK, IRREVOCABLE, UN CONDITIONAL, UNRESTRICTED,
ASSIGNABLE, TRANSFERABLE, DIVISIBLE, CONFIRMED, CASHBACKED, WITH PAYMENT
(100% AT SIGHT, AGAINST EACH SHIPPING DOCUMENTS, THE BUYER WILL RECEIVE THE
BILL OF LADING AS WELL AS THE QUANTITY AND QUALITY CERTIFICATES APPROVED BY
SGS OR EQUIVALENT INTERNATIONAL INSPERCTORS, AVAILABLE AT EACH LOADED
VESSEL.

PRICE FIXING POLICY: THE PRICE WILL BE FIXED THROUGHOUT THE CONTRACT IF
MAINTANED AND RENEWED THE GUARANTEES FOR THE BUYER FOR EACH ADDITIONAL
YEAR UP TO THE END OF THE CONTRACT.

FOR SPOTS:
IRREVOCABLE, TRANSFERABLE, CONFIRMED, DIVISIBLE, UNRISTRECTED, 100% AT SIGHT,
AVAILABLE AT SELLER COUNTER BANK AGAINST PRESENTATION OF DOCUMENTS, FULLY
FUNDED DOCUMENTRY LETTER OF CREDIT FFDLC .. FORM UCP 600 OR RDLC
(REVOLVING DOCUMENTARY LETTER OF CREDIT) FROM TOP 25 WESTERN BANK TO THE
FAVOR OF SELLER (PARTIAL SHIPMENT ALLOWED)

FOR SPOTS EXPRESS:


BUYER SHALL ISSUE TT SWIFT MT 103/23 FOR AN AMOUNT IN DOLLARS SUFFICIENT TO
COVER ONE HUNDRED PERCENT (100%) CIF INCLUDED, AT SIGHT AGAINST DOCUMENTS
LOADING PORT.
Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

THE BUYER WILL RECEIVE THE BILL OF LADING,EUROPEAN CERTIFICATES AS WELL AS


THE QUANTITY AND QUALITY CERTIFICATES APPROVED BY SGS OR EQUIVALENT
INTERNATIONAL INSPECTORS, AVAILABLE AT EACH LOADED VESSEL.

PRICE PER METRIC TONNE


PER /TON CIF A.S.W.P.

TOTAL CONTRACT AMOUNT:

THE TERM OF THIS CONTRACT CAN BE RENEWED PER EACH YEAR UNTIL FIVE.

RDLC 1 Month will be opened and effective on a monthly basis and automatically
revolved.

TIME OF CONTRACT & TOTAL QUANTITY:

ARTICLE 8: PROOF OF PRODUCT:

WITHIN SEVEN (7) WORKING DAYS, AFTER RECEIPT OF NON-OPERATIVE LETTER OF


CREDIT ACCEPTABLE TO THE SELLER AND THE SELLER’S BANK, THE SELLER PROVIDES
PROOF OF PRODUCT TO THE BUYER VIA THEIR BANK.

ARTICLE 9: VESSEL DISCHARGE TERMS:

13.1. THE VESSEL'S MASTER IS TO ADVISE THE BUYER'S AGENT AT THE PORT OF
DISCHARGE OF THE VESSEL'S NAME, DATE OF ARRIVAL, VESSEL'S 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.

13.2. THE VESSEL'S MASTER SHALL GIVE TWENTY (20) DAYS AND SEVEN (7) DAYS
PROVISIONAL NOTICE AND 72, 36, 24 HOURS FINAL NOTICE OF VESSEL'S ESTIMATED
TIME OF ARRIVAL (ETA) AT THE PORT OF DESTINATION TO BUYER'S AGENT AT PORT OF
DISCHARGE. SUCH NOTICES SHALL BE EFFECTED DURING NORMAL BUSINESS HOURS
AND WHETHER IN BERTH OR NOT.

13.3. LAY TIME SHALL COMMERCE FROM 1:00 P.M. IF VESSEL NOTICES OF READINESS
TO DISCHARGE IS GIVEN PRIOR TO NOON AND FROM 8:00 A.M. OF THE NEXT
WORKING DAY; IF NOTICE IS GIVEN AFTER NOON, IF PORT IS CONGESTED, LAY TIME IS
TO COMMERCE TWENTY-FOUR (24) HOURS AFTER NOTICE OF READINESS IS GIVEN.

Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

ARTICLE 10: PRODUCT INSURANCE & PEROFRMANCE BOND GUARANTEE:

10.1. IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT INSURANCE IS FOR THE
SELLER'S ACCOUNT AND HIS SOLE RESPONSIBILITY. PERFORMANCE BOND GUARANTEE
MUST BE GIVEN AS 2% OF THE OPENED RDLC 1 MONTH.

ARTICLE 11: FORCE MAJEURE:

11.1. NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF
THE CONTRACT CAUSED BY AN ACT OF GOD / ALLAH (c.c.), INSURRECTION, CIVIL WAR,
WAR, PIRATES, MILITARY OPERATIONS OR LOCAL EMERGENCY.

ARTICLE 12: CONTRACT ARBITRATION:

12.1 THE PARTIES HEREBY AGREE TO SETTLE ALL DISCREPANCIES AMICABLY.

12.2 IN THE EVENT OF A DISPUTE, WHICH HAS NOT BEEN RESOLVED AMICABLY, THE
PARTIES AGREE TO SUBMIT THE DISPUTE TO ARBITRATION TO BE CONDUCTED BY THE
INTERNATIONAL CHAMBER OF COMMERCE, WHOSE DECISION SHALL BE BINDING ON
BOTH PARTIES.

ARTICLE 13: CONTRACT NON-PERFORMANCE:

13.1. SELLER: IN ADDITION TO ANY CONTRACTUAL DAMAGES, THE SELLER AGREES TO


PAY TO THE BUYER ALL NORMAL AND REASONABLE FEES, COSTS AND CHARGES
INCURRED BY THE BUYER FOR THE ISSUANCE OF THE LETTER OF CREDIT. IF AFTER
THE SELLER HAS FURNISHED THE BUYER WITH THE PERFORMANCE GUARANTEE,
THE SELLER FAILS TO DELIVER IN TERMS OF THIS CONTRACT, THEN THE BUYER
MAY CLAIM THE AMOUNT IN TERMS OF THE PERFORMANCE GUARANTEE AND ANY
DAMAGES EXCEEDING THE AMOUNT DRAWN UNDER THE PERFORMANCE
GUARANTEE. IF THE SELLER FAILS TO UTILIZE THE FULL MONTHLY AMOUNT
AVAILABLE UNDER THE REVOLVING LETTER OF CREDIT, IT SHALL BE RESPONSIBLE
FOR THE COSTS AND CHARGES TO THE EXTENT OF THE UNUSED AMOUNT.

ARTICLE 14: CONTRACT EXECUTION:

14.1. EACH OF THE PARTIES TO THIS CONTRACT REPRESENTS THAT IT HAS FULL LEGAL
AUTHORITY TO EXECUTE THIS CONTRACT AND THAT EACH PARTY IS TO BE BOUND BY
THE TERMS AND CONDITIONS AS SET FORTH HEREIN AND ENFORCEABLE. EACH PARTY
AGREES THAT THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN
THE PARTIES VIA E-MAIL OR FAXSIMILE TRANSMISSION, EACH OF WHICH SHALL BE
Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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Purchase Agreement of Sugar

DEEMED AS ORIGINAL.

ARTICLE 15: SPECIAL CLAUSES:

15.1. THIS CONTRACT SHALL NOT BE DEEMED AS VALID UNTIL SIGNED BY BOTH
PARTIES. THEREAFTER, ANY ADDITIONS, DELETIONS, OR AMENDMENTS WILL NOT BE
VALID UNLESS AGREED TO IN WRITING AND SIGNED BY BOTH PARTIES.

ARTICLE 16: CONTRACT SIGNATORIES AND NON CIRCUMVENTION:

THE UNDERSIGNED PARTIES, DO HEREBY ACCEPT AND AGREE TO THE PROVISIONS OF


THE I.C.C. NON CIRCUMVENTION AND NON DISCLOSURE AGREEMENT WITH REGARD TO
ALL OF THE PARTIES INVOLVED IN THIS TRANSACTION. THIS IS TO INCLUDE ADD-ONS,
RENEWALS, ROLLOVERS, FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF THE
EXECUTION OF THIS AGREEMENT. IN WITNESS WHEREOF THE PARTIES HAVE SIGNED
BELOW AND BY DOING SO HAVE ACCEPTED AND APPROVED ALL COVENANTS, TERMS
AND CONDITIONS OF THIS CONTRACT.THIS SALE AND PURCHASE CONTRACT IS VALID
(20) TWENTY DAYS AFTER SIGNING.

Seller’s Signature & Seal / Stamp Buyer’s Signature & Seal / Stamp

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