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Effective lst February1997

No:64
CoPyright TIIE GRAIN AND FEED TRADD ASSOCIATION

GENERAL CONTRACT
FOB TERMS FOR GRAIN IN BI,]LK
hte SELLERS INTERVENING AS BROKERS

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have this day entered into a contract on the following terms and condilions. and where applicable, on puch.conditions and rules country of origin or a commodiiy which are in [orce in the relevant Crain and Feed Trade Association C.[.F. rp""lilc to ^'p"rtl"ulur conlmct.

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IN BIJLKGOODS

andpaidfor asgrain,not r""f, L"gsto be taken rfr. opii." of"uUinei.; $ i" iOd i"'U"!. i"i r# fiuvir" 11*u" ","*"g" applicable if delivery is to be made at US or Canadian Pons.
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QUANTITY-

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"l.e; " 5 7o shall be settled """tr."ii ".L., "pti"". "t quantity at the F O B, price or deficiency over shall be 10% more or less, excess of contract the margi.n the event of more-than one agryed. mutually by arbitration unless value shall be hxed on date of last bill of ladingi !n delivery being made each de'iivery shall be considereda separatecontract, but the margin on the mean quantity sold shall not be affected thereby. PRICE* per tonne of 1000 kilograms ) ) delivered Free on Board Buyers' Vessel(s) * per ton of 1016 kilograms or 2240 lb$. )
Per tonne' BROKERAGD to be Daid by Sellers on the mean contract quantity, goods lost or nol los[, contract fulfrlled or not fulfilled unless such non-fuihlmerit is due to the successful applicition 6f rhe Prohibition Clause. Brokerage shall be due on the day shipping documentsare exchangedor, ifthe goodi ire not delivered then the brokerage shall be due on the 3fth consecutiveday after the last day for delivery.

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QUALITY.

*-Govemment, Offioial or Customary Inspector's Certificates issue-d at time and place ofdelivery shallbe final as to quality Buyers shall not be entitled to rejeci the ielivery of a higher grade of -grain of the same colour and descdption. x df fair average quality of the siason's shipments at time and place ofshipment, to be assessed upon th9 b.a1s o! a4d b.y comoarison witl Tire Giain and Feed Association's official F.A.Q. St4ndard of the month during which the bill of lading is datea. In the event of no F.A.Q. Standardbeing establishedby the Association, the Arbitrator(s) shall in his/thetr discretion decide what is the fair average qualjty. * To avenge at time of shipment about equal to the official standard of the Chamber of Commerce of the crop adoDtedbv The Grain and Feed Trade Assooiation

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* At time and placeof shipment sample markedin the aboutas per sealed oos s es s ion of .... belivery to be madein goodcondition. DELIVERYto load betweeo in readiness Buyersshalltendervessel(s)
...... Seller shall be entitled to receive at least * delete/specify as applicable b o t h d a t e si n c l u si ve -

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consecutive days notice of probable readinessof vessel

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snd of the estimated tonnago required. Vessel(s) to load in accordance with the custom at port of loading unless otherwise stipulated. Bill of lading shall be considered proofof delivery in the absence of evidence to the contnry. Buyers have the right to substitute the norninated vessel, but in any event the original delivery pedod and any extension shall not be affected thereby. ln case of re-salesaprovisional notice shell be passedon without delay, where possible, by telephoneor facsimile and confirmed by telex or telegram qn the same day. In any event, all notices shall be passed on by telegram or telex without delay. The Notices Clause shall not apply. The contract period of delivery shall, if desired by Buyers, be extetrdedby an additional EXTENSION OF DELMRYperiod of 2l consecutivedays, provided that Buyers give notice in accordancewith the Notices Clause not later than the next business day following the last day of the delivery period. In this event Sellers shall carry the goods for Buyers' account and all charges for storage, interest, insuranceand other such normal carrying expensesshall be for Buyors' account. Any differences in export duties, taxes, levies etc., between those applying during original delivery pedod and those applying during the period of extension shall be for the account of Buyers and Sellers shall produce evidence of the amounts paid for if required by Buyers and in such casesClause 13 shall not apply. Should the Buyers feil to present a vorsel in readinesr to load under the extension period, Sellers 3hall have the option of de.laring the Buyers to be in default or shall be entitlei to demand payment at contract price plus such charges ai state-d above, lesscurrent F.O.B. charges,againstwarehousewarrants and the tender of suchwarrhousc warrants shall be considered complete delivery of ihe contract on the part of the Sellers.

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Shipment by first class me.chanically self-propelled vessel(s) suitable for the carriage SHIPMENT AND CLASSIFICATIONofthe conhact goods classedLloyds 100A1, or equivalent class, or in accor&nce with the Institute Classification Clause of the lnstitute ofLondon Undentrite$, excluding tankersand vesselswhich are either classifiedin Lloyd's Registeror described in Lloyd's Shipping Index as "Ore/Oil" vessels.

10. PAYMENT- By cashin


responsible for all loss or expensecausedto Buyers"ni,ti" by reason of such error and Sellers shall on request of Buyers fumish an approved guamnte in rcspect theaeto. Final invoics for monies due may be prepared by either party and shall be settledwithout delay. If not settled, either party rray dealarc that a dispute has arisen which may be referred to arbitration as herein provided. 1 1 . INTEREST- If there has been unreasonabledelay in any payment interest appropriate to the currency involved shall be charged. If such charge is not mutually agred, a dispute shall be demed to exist which shall be settled by arbitration. Otherwise interest shall be payable only where specifically provided in the tems of the contract or by an award of arbit.ation. The terms of this clause do not over.ide the parties obligation under the Payment Clause.

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12. CERTIFICATESOF ORICIN13. DUTIES,TA)GS,LEVIES,ETC.- All exportduties,taxes,levies,etc., presentor future, in countryof origin or of the
territorywherc the port or portsof shipment namedhereinis/aresituate,shallbe for Sellers'account.

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14. EXPORT LICENCE - To be obtained by


WE|GHING ......... Sellers and Buyers and/or their Representatives shall have the right of supervision. 16. SAMPLING- if applicable, an aveiage sample of the delivery siall be tiken and sealedjointly at Port of Loading by the rcpresentativesof the Sellers and the Buyers, and shall be forwarded immediately to the Association for the purpose of establishingthe F.A.Q. Standard. The expensesofsuch sampling and forwarding shall be paid half by Buyers and halfby Sellers. Sampling, if applicable, in accordancewith the GAFIA Sampling Rules Form No.124. When superintendents arc required for the pulposes of supervision and sampling of the goods in accordancewith these Rules, then the pafties agree to appoint from superintendentsin tho GAFTA Approved Register of Superintendents. 17. LATENT DEFECT- The goods are not wafianted free frcm defect, rendering same unmerchantable,which would not be apparent on reasonableexaminationr any statuteor rule of law to the contrary notwithstanding. 1E. |NSURANCE- Marine and War Risk insurance including strikes, riots, civil commotions and mine risks to be effected by Buyers with firstclass underwriters and/or approvedcompanies. Buyers shall supply Sellerswith confirmation thereofat least five consecutivedays prior to expectedreadinessof vessel(s). If Buyers fail to provide such conhrmation Sellers shall have the.ight to place such insurance at Buyers' risk and expense. 19. PROHIBITION- In case of prohibition of exDort. blockade or hostilities or in case of anv executive or lepislative act done by or on behalf of the govemmentof the corintryof origin or of lhe teritory where the pon or ports oishipment named herein is/are situate, rest.icting export, whether parti&lly or otherwise, any such restriction shall be deemed by both parties to apply to this contract and to the extent of such total or partial restriction to prevent fulfilment whether by shipment or by any other meanswhatsoeverand to that extent this contract or any unfullilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasonstherefor and, if required, Sellers must produce proof to justify the cancellation. 20. STRIKES 1. Should delivery ofthe goods orany part thereof be prevented at any time during the last 28 days of guaranteedtimeof deLivery, or at any time during guaranteeddelivery period il such be lessthan 28 days, by reasonofriots, strikes or lock-outs at port(s) of loading or elsewherepreventing the forwarding of the goods to such poft(s), then Sellers shall be entitled at the termination of such riots, stdkes or lock-outs to as much time for delivery at such port(s) as was left for delivery under the contract prior to the outbreak ofthe riots, strikes or lock-outs, and in the event of the time of the time left for delivery under the contract being 14 days or less, a minimum extension of 14 days shall be allowed. In the event of further riots, st.ikes or lock-outs occuning during the time by which the guaranteedperiod of delivery has be,n extendedby reasonsofthe operation of the provisions of the foregoing, the additional extensiol allowed shall be limited to the actual duration of such further riots, strikes or lock-outs. In case of non{elivery under the above circumstancesand if Sellers have claimed-extension under paragraph 2 of this clause, the date of default shall be similarly deferred. 2. Sellers shall despatch notice by telegram o! telex not later than 5 businessdays afte. the commencementof the riots, strikes or lock-outs or 5 businessdays'afte. the commencementofthe delivery period, whichever is later, ifthey intend to claim an extension of time for delivery under the above paragraph. All such notices shall be passedon in due course.

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3. Selleru shall comply with all tho futher requirements as laid down in the Strikes Clause ofthe appropriate Craill and Fed Trade Association C.l,F. contract. NOTICE$ Any notices re-ceived after 16{X) hours on a business day shall bo deemed to have been received on the business day following. A notice to the Brokerd or Agent shall be deemed a notice undor thi-s contract. All notioes given under this contract shall be given by letter, if delivered by hand on the day of writing, or by telegram or by telex or by othe. method of rapid written communication. In case of rcsales all notics shall be passedon without delay by BuyeN to their respective Selle$ or vice versa. rACSIMILENotwithstanding an)'thiDg in this contract to the contrary, notices despatched under this contract shatl NOT bo transmi$ed by moans of faosimilo maohinos. NON-BUSINESS DAY$ Saturdays, Sundaysand the officially recognisedand/or legal holidays ofthe respective countries and any days which The Grain and Feed Trade Association may declare as non-businessdays for specihc purposes, shall be non-businessdays. Should the time limit for doing any act o. giving any notice expire on a non-businessday, the time so limited shall be extended until the first business day thereafter. The period of delivery shall not be Sffeated by this clause. DEFAULT- In default of fulhlrnent of contract by either pany, the'following provisions shall appiy:(a) The party other than the defaulter shall, at their discretion have the right, after giving notice by letter, telegmm or telex to the defaulter to sell o. purchase, ds the case may bo, against the defaulter, and such sale or purchase shall establishthe default Drice. (b) If eiiher party be dissatisfiedwith such default price or if the right at (a) above is not exercised and damagescannot be mutually aSred, then the assessment of damagesshall be settled by arbitretion. (c) The damages payable shall be based on the difference between the contract price and either the default pdce established under (a) above or upon the actual or estimatedvalue of the goods, on tho date of default, establishedunder (b) above. (d) In all cases the damages shall, in addition, include any proven additional expenseswhich would directly and natr.rnlly result in the ordinary course of events from the defaulter's breach ofcontract, but shall in no case shall damagesinclude loss of profit on any sub-conkacts made by the party dofaulted against or others unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole aod absolute discretion think fit. (e) Damages, ifany, shall be computed on the quantity called for, but if no such quantity has been declared then on the mean contract quantity, and any option available to either party shall be deemed to have been exercised accordingly in favour of the mean contract quantity. CIRCLD- Where Sellers re-purchase from their Buyers or f.om any subsequentBuyer the samt goods or pan thereof, a circle shall be considercd to exist as regards the particular goods so re-purchased. and the provislons of the Default Clause shall not apply. (For the purpose of this clause the same goods shall mean goods of the same description, from the same country oforigin, ofthe same quality, and, where applicable, ofthe sameanalysis warranty, for delive.y to the same port(s) of loading during the same period of delivery). Different currencies shall not invalidate the circle. Sibject to the terms ofthe Prohibition Clause in the contract, if the goods are not delivered invoices based on the mean contract quantity, or il the goods have been delivered invoices basedon the delivered quantity, shall be settledby all Buyers and their Sellers in the circle by payment by all Buyers to their Sellers of the excessof the Sellers' invoice amount over the lowest invoice amount in the circle. Payment shall be due not later than 15 consecutivedays after the last date for delivery, or, should the circle not be ascertainedbefore the expiry ofthis time, then payment shall be due not later than 15 consecutive days after the circle is ascertained.Where the circle includes contract(s) expressedin different currencies the lowest invoice amount shall be replaced by the market price on the first day lor conlractual delivery and invoices shall be seftled between each Buyer and his Seller in the circle by payment ofthe diflerences between the market price and the relative contract pnce in the currency of the contract. All Sellers and Buyers shall givd every assistanceto ascertain the circle and when a cicle shall have been ascertainedin accordancewith this clause same shall be bindins on all Dartiesto the circle. As betwee! Buyers and Sellers in the circle, the non prcsentation of documeits by S;llers to their Buyers shall not be considered a breach of contract Should any party in the circle prior to the due date of payment commit any act comprehended in the Insolvency Clause of this contract, settlementby all parties in the circle shall be calculatedat the closing out price as provided for in the Insolvency Clause, which shall be taken as a basis lor settlement, instead of the lowest invoice amount in the circle. In this event respective Buyers shall make payment to their Sellers or respective Sellers shall make payment to their Buyers of the difference between the closing out price and the contract price. INSOLVENCY- Ifbefore the fulfilment ofthis contract, either party shall suspendpayments, notify any ofthe creditors that he is unable to meet debts or that he has suspendedor that he is about to suspendpaymentsof his debts, convene, call or hold a meeting of creditors, propose a voluntary arrangement,have an administration order made, have a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation (other than for re-construction or amalgamation)become subject to an Inte.im Order under Section 252 of the Insolvency Act 1986, or have a Banktuptcy Petition presentedagainst him (any of which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall fo.thwith transmit by telex or telegram or by other method of rapid w.itten communicatio! a notice ofthe occurrence of such Act of lnsolvency to the other party to the contract and upon proof (by either the other party to the contmct or the Receiver, Administmtor, Liquidator or other person representing the party committing lhe Act of lnsolvency) ihat such notice was thus given within 2 businessdays of the occurrence ol the Act of Insolvency, the contract shallbe closed outatthe market price ruling on the businessday following the giving ofthe notice. Ifsuch noticebe not given as aforesaid, then the other party, on leaming of the occurrence of the Act of Insolvency, shall have the option of declaring the contract closed out at either the market Drice on the first businessdav after the date when such Dartv fifit leamt of the occurrence of lhe Act of lnsolvencyor at the marketprice ruling on the first business day afler thi daic when the Act of Insolvency occurred. In all casesthe other pady io the contract shall have the option of ascertainingthe settlementprice on the closing out of lhe contract by re-purchaseor re-sale, and the difference between the contmct price and the re-purchaseor re-sale price shall be the amount payable or receivable under this contract. DOMICILE- Buyers and Sellers agree that, for the pu.pose of proceedingseither legal or by arbitration, this contract shall be deemed to have been made in England, and to be performed there, any correspondencein reference to the offer, the acceptance, the place of payment, or otherwise, notwithstanding, and the Courts of England or arbitnto$ appointed in England, as the case may be, shall, except for the purpose of enforcing any award made in pursuance of the Arbitration Clause hereof, have exclusivejurisdiction over all disputeswhich may arise under this contract. Such disputesshall be settled according to the law of England, whatever the domicile, residenceor place of businessolthe parties to this contract may be or become. Any party to this contract residing or carrying on business elsewhere than in England or Wales, shall for the purpose of proceedings at law or in arbitration be considered as ordinarily resident or carrying on businessat the offlces of The Grain and Feed Trade Association, and if in Scotland, he shall be held to have prorogatedjurisdiction against himself to the English Courts; or if in Northem lreland to have submitted to thejurisdiction and to be bound by the decision of the English Courts. The sewice of proceedings upon any such party by leaving the same at the office of The Crain and Feed Trade Association, together with the posting of a copy of such proceeiings to his address abrcad, or in Scotland or in Northem lreland, shall be deemed good service, any rule of law or equity to the contrary notwithstanding. Where goods

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forming the subject ofthis conhact are not for consumptionin Great Britain orNorthern lreland nothing in the foregohg shall to the provisions of the Agricuiture Act for the time being in force. make t[o sale s-ubie-ct ARBITRATION(a) Any dispute arising out af or undei this contract shall be setrled by arbitration in accordance with the Arbitration Rules, No. 1i5, oi The Graii and Feed Tiade Assooiation, in the edition current at the date of this oont.act, such Rules formrng part of this contract and of which both parties hereto shall be deemed to be cognisant. '(b) Neither party hereto, nor any persons claiming under either of them shall bring any action o. other legal p-roceedings against the othei of them in respeci of any such dispute until such dispute shall frst have be.enheard and determined by the Aibitrator(s) or a Board of Apieal, as thi case ma! be, in accordancb with the Aft)itration Rules and it is expressly agreed and deolared that the obtainind of an award from tho Arbitrator(s) or a Board of Appeal, as the case may be, shall be a condition precedent to the righi of either party herelo or of any persons claiming under either of them to bring any action or other legal proceedings against the other of them in respeot of any such dispute. INTERNATIONAL CONVENTIONS The followine shall not applv to this contract:(a) the UnifJrm Lew on 3ales and t}re Uniform Law on Formation to which effect is given by the Uniform Laws on tniemational Sales Act 1967; (b) the United Nation$ Convention on Contracts for the Intemational Salo of Goods of 1980; and (c) ttre United Nations Convention on Prescription (Limitation) in the Intemational Sale of Goods of 1974 and the amending Protocol of 1980.

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.....B uyers....

Pritrtd in England and issued by

GAFTA HOUSE, 6 CIIAPEL PLACE, RIVINGTON sT, LONDONEC2A3DQ

GAFTA (THE GRAIN AND FEED TRADE ASSOCIATIOT{)

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