Contract 300 MT Ojass India

Ojass Healthcare Products (OPC) Pvt. Ltd.
An ISO 9001:2015 & ISO 22716:2007 Certified Company

IEC: AACCO9692D GSTIN: 09AACCO9692D1Z2 FSSAI: 12722999000445 APEDA: 219818 INREXAACC09692DEC028
SALES PURCHASE AGREEMENT
Date: 12/09/2022
Contract No. : OJASS/YILDIZ/SPA/RSO/FY23/1LPET/Sept/333
Ref Your ICPO No. : ---------------------------------------------------
This Contract is made and entered into and executed between the companies,
Between
THE BUYER, HEREINAFTER NAMED ALSO AS ONLY “BUYER”

COMPANY NAME: CONTACT FOR SALES SRL
REGISTERED ADDRESS: Strada BUZOENI 9, Bloc M43, Scara2. BUCAREST
COUNTRY: Romania
COMPANY VAT NO.: RO41877730
REPRESENTED BY: Mr. Angelo Serpillo
DESIGNATION: CEO (Chief Executive Officer) and company legal
representative
PASSAPORT NO.: 56732696 (Romanian passport)
CORPORATE E-MAIL: direction@cfsoil.com
PERSONAL EMAIL: N/A
PERS. MOBILE PHONE: +40.732.675665
WEBSITE: www.cfsoil.com
And,
THE SELLER HEREINAFTER NAMED ALSO AS ONLY “SELLER”

COMPANY NAME: Ojass Healthcare Products OPC Pvt. Ltd
REGISTERED ADDRESS: 212, Kamla Vihar, Veersavarkar Nagar, Delapeer Road
Bareilly, Uttar Pradesh, India, 243122
COUNTRY: India
COMPANY REGISTRATION An ISO 9001: 2015 & ISO 22716:2007 Certified Company
INFORMATION AND CODE IEC.: ACCO9692D - GSTIN: 09AACCO9692D1Z2 - FSSAI:
NUMBERS: 12722999000445
- APEDA: 219818 - CIN: U15400UP2019OPC118560
REPRESENTED BY: Mr. Om Babu Saxena
DESIGNATION: CBO (Chief Business Officer) and company legal
representative
PASSAPORT NO.: U7846216 (Indian Passport)
CORPORATE E-MAIL: ojass@ojasshealthcare.com
WEBSITE: https:/www.ojasshealthcare.com
CORPORATE PHONE: +919761502341
MOBILE PHONE: +919761502341
Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).
BUYER:
SELLER:
Whereas, the Parties mutually desire to execute this agreement which shall be binding
upon and inure to the benefit of the Parties, their legal representatives, successors and
assigns, in accordance with the jurisdictional law of the negotiated and fully executed
contract with terms and provisions hereunder agreed upon:
DEFINITIONS
Metric Ton A measure of weight equivalent to one thousand kilogram mass
(1,000 kg)
Commodity REFINED SUNFLOWER OIL elsewhere is this Agreement also
referred to as “Product” or “Refined Sunflower Oil”, the
specifications for which appear in Annex A attached and by this
reference confirmed an integral part of this Agreement.
Day
Means a Calendar day, unless differently specified.
Month
Means an English calendar month.
Out – turn The quantity and quality of the product ascertained, according to
the SGS procedures, on completion of the discharge operations.
The so determined out – turn quantity and quality is base on
which amount will be computed for the payment of the product
effectively delivered to the Buyer.
Bill of Lading The official document, issued at the load port after completion of
the loading operations, stating, among other things, the ship’s
loaded quantity, expressed in cubic meters (m3) and in metric
tons (MT) per the definitions herein. This document has to be
signed in original by the ship’s master and made out in
accordance without the instruction hereinafter specified in the
agreement.
Discharge Terminal The safe port / berth designated by the Buyer as final receiving
destination.
CIF Cost, Insurance and Freight strictly as referred to in the
interpretations defined by the INCOTERMS Edition 2020 with
latest amendments.
Banking Day
Any day on which the bank opens for business in jurisdiction
where the SELLER and BUYER are located.
Delivery Date The date mutually accepted by both Seller and Buyer as the date
on which the nominated international Surveyor Company has
ascertained the quantity and quality of the product pumped into
the Buyer’s designated discharge terminal facilities. Under
INCOTERM 2020.
Execution Date The date on which the Seller and Buyer receive their respective
faxed copies of this agreement, or as may be indicated otherwise
in the agreement.
Proof of Product Documentation to be provided by the Seller to the Buyer through
refinery holding bank.
Clause 1. Scope of Contract
1.1. The Seller has sold, and the Buyer has bought CIF, as per INCOTERMS 2020, the Allocation of
Product, as described above in the SUMMARY OF THE SPA‘S MAIN CONDITIONS, to be delivered
with first shipment starting in month September 2022.
BUYER:
SELLER:
PRODUCT: SUNFLOWER REFINED OIL, bottled, with technical specifications as per Appendix No.1
PRODUCT ORIGIN: Republic of Azerbaijan, Tanzania, Ukraine and Malaysia at Seller choice
LOADING PORT: Sea Port Dar Es Salaam

UNLOADING PORT: Costanzo Port Romania.
DELIVERY TERMS: CIF as per Incoterms 2020.
SPA’S TOTAL QUANTITY: SINGLE 300 MT=.( three hundred Metric Ton.)
MONTHLY DELIVERY
QUANTITY: 300 MT=.( three hundred Metric Ton.)
NUMBER OF MONTHLY DELIVERIES PER 1 (One)
MONTH:
FREQUENCE OF THE
MONTHLY DELIVERIES: 1 (One)
TOTAL MONTHLY QUANTITY: 300 MT=. (Three hundred Metric Ton.)
NUMBER OF TRIAL 1 (One) – TRIAL delivery of 120 MT =. (One hundred and twenty Metric Ton.).
DELIVERIES: Appendix 2 - Schedule of Delivery, is agreed as TRIAL
NUMBER OF MONTHLY DELIVERIES: 11 (Eleven) – All the others monthly deliveries of 300 MT =. (Three hundred
Metric Ton.), as indicated in the Appendix 2 - Schedule of Delivery, are agreed
as following shipments, sub-ordered to the successful of the agreed TRIAL delivery
TOTAL NUMBER OF DELIVERIES: 12 (Twelve) – As agreed in the Appendix 2 - Schedule of Delivery, that are:
No.1 TRIAL + No.11 MONTHLY DELIVERIES

CONTRACT PRICE: FIXED PRICE of 1,000 USD/MT=. (One thousand US Dollars per
Metric Ton.), that will be valid for the first three months. Thereafter, this
fixed price will be updated by the Parties on a quarterly basis, updating the fixed price
on the basis of the percentage change in the price of the Product in the reference
price lists, then the new fixed price thus determined will be applied for the entire
following quarter, and in the same way for each quarter for the duration of the
contract.
Clause 2. Quality and QUANTITY
2.1. The quality of the Product sold under this Contract shall meet only and exclusively the specification indicated
in the Appendix No.1.
2.2. Product’s Quality and Quantity (Q&Q) verification and measurement at loading port shall be done at care and
expenses of the Seller, by an international recognized Surveyor like SGS, “Saybolt”, CIQ or LLOYDS and their
results should be accepted by both Parties obligatory.
2.3. Product’s Quality and Quantity (Q&Q) verification and measurement at unloading port shall be done at care
and expenses of the Buyer, by an international recognized Surveyor like SGS, “Saybolt”, CIQ or LLOYDS and
their results should be accepted by both Parties obligatory.
Regarding the Q&Q verification of the Product, and regarding to the verifications to any document related
the transaction object of this contract; the Parties agree that the contract guarantor appointed by the
BUYER:
SELLER:
Buyer and its final Client is the following company:
Nome: GDO & MARKETING MANAGEMENT SRL

Office address: Bucarest, Sectorul 3, Str. Sold. Ghita Serban, 18 Bloc 8E, Scara A, Etaj 3, Ap.13.
VAT No.: RO43326176 from 13/11/2020
Register of commerce No.: J40/15380/13.11.2020
Reference person: Mrs. Marinela Mosor
Phone: +40.755.249510
Email: gdomkt08@gmail.com
Hereinafter named also only as “Contract Guarantor”
The Contract Guarantor together SGS or other inspection company, will be the only authorized inspection
body with which the Seller have to show and verify the documentation and the Product on behalf of the
Buyer. Therefore, the Seller have to send to the Buyer all the documentation, always copying the
Contract Guarantor.
2.4. The Seller’ responsibility with regards to the quality of the Product delivered is not limited to the
specification characters stated in the Appendix No.1 but the Product have to comply with all to all health,
food safety and legal Contract Period regulations as provided for in the country of destination,
moreover the same Product must possess all the certifications required by these standards and laws for use
and human consumption.
2.5. Test for Quality and Quantity (Q&Q) shall be performed in the manner customary.
2.6. Excluding as regards TRIAL deliveries, the maximum batch of Product that will be transported by ship will be
300 MT for each single delivery with a total monthly quantity of 2,000 MT +/- 5% by weight.
2.7. Pursuant to the following art. 19.2, as agreed between the Parties, the total contractual quantity of the
Product sold and purchased under this agreement, just initially, is 120 MT by no. 1 TRIAL delivery and then,
then only after the successful of the TRIAL delivery, it will be automatically extended for additional
300 MT by no. 11 monthly deliveries, for a total quantity of 3.420 MT, +/- 5% in weight.
The specified quantity may increase through possible rolls and extensions, by negotiation between both
Parties and a separate appendix will be signed if agreed.
The Seller and the Buyer hereby agree to deliver and accept the above quantity as set out in “Clause 5
Delivery” and as indicated per “Appendix 2 - Schedule of Delivery.”
Clause 3. Contract Period
3.1. The present Contract shall be in force from the date of signing up to the last delivery date in, September
2023 but provided that all payments will have to be made before the agreement expiring.
Clause 4. Time of Delivery
4.1. Delivery of Product shall be executed by lots, transported in by merchant vessels from Sea Port Dar Es
Salaam o, pursuant to the Schedule of delivery (Appendix No.2).
4.2. The first TRIAL delivery of the Product, will have to be delivered by the Seller at the agreed unloading port,
within 15 ( fifteen banking days after that the agreed financial instrument of payment and/or guarantee of
payment, will be issued by the Buyer’s bank to Seller’s bank, as per following art. 15.1.
BUYER:
SELLER:
4.3. Any other agreed monthly delivery of the Product, will have to be delivered by the Seller at the unloading
port, within the agreed terms in compliance with the Schedule of delivery (Appendix No.2), without any
kind of delay.
Clause 5. Delivery and Acceptance
5.1. The quantity indicated in the “Bill of Lading” to be considered as a lot of the Product.
5.2. The date of the ship “Bill of Lading” will be considered the date of delivery of the material lot.
5.3. The Product during its transport, starting from the port of loading, will travel insured at the expense of the
Seller, in accordance with the CIF terms of this contract, the responsibility of custody of the Product and all
the risk of loss shall pass to the Buyer as the Product passes the custom in the port of loading, as foreseen
per INCOTERMS.
The title and ownership of the Product will pass to the Buyer, after the Product is delivered and unloaded
and only after the full payment of the Product has been made by the Buyer.
5.4. Custody for the Product delivered herein shall be on Buyer after the moment of passing risks according to
the previous art. 5.3.
5.5. The Quantity and Quality of the Product delivered by the Seller and accepted by the Buyer will be final as
ascertained at the unloading port and should be performed in accordance with the standards and methods
currently in force at port of unloading.
5.6. The Quality of the Product to be delivered under this Contract shall be indicated in the Certificate of Quality
issued by independent company for quantity loaded and must comply with the specifications as indicated
and agreed in Appendix No. 1.
5.7. Payment for the inspection of the goods at the port of unloading shall be to borne by Buyer.
5.8. Quantity of Metric Ton. (MT) shall be represented decimally up to one thousandth (to the third decimal place
after point inclusive, the following digits have not to be considered).
5.9. The test for Quantity and Quality shall be carried out by SGS or LLOYDS or other recognized inspection
service. In case if additional testing is requested by one of the parties, the requesting party shall pay the
related costs
Clause 6. Price and Terms of Payment
6.1. The agreed price CIF for the Product sold under the present contract, on conditions CIF is a FIXED PRICE
of 1,000 USD/MT=. (One thousand US Dollars per Metric Ton.), that will be valid for the first three
months. Thereafter, this fixed price will be updated by the Parties on a quarterly basis, updating the fixed
price on the basis of the percentage change in the price of the Product in the reference price lists, then the
new fixed price thus determined will be applied for the entire following quarter, and in the same way for
each quarter for the duration of the contract.
6.2. The price and the terms of payment have been stipulated.
Clause 7. Delivery Terms
7.1. After the departure of the vessel from the port of loading, the Seller will communicate to the Buyer the
name and the IMO code of the vessel, in order to allow the Buyer to constantly check the position of the
BUYER:
SELLER:
vessel during the journey to the port of unloading.
7.2. Parties have agreed the delivery terms CIF, as per Incoterms 2020 that includes all duty and custom
taxation, as due per law in the destination country and port that will be paid only by the Seller.
The Seller is responsible for all charges for unloading the Product from the vessel, for its handling on land,
for the possible extraction of the Product from any containers, for the return of the containers, for the costs
for any necessary customs and port procedures for importation and customs clearance of the Product, of
duties and any import taxes of the Product provided for by the laws in force in the country of arrival of the
Product, and any other burden necessary to ensure the best possible unloading of the Product in the
shortest possible time.
7.3. Notice of arrival of the vessel may be given at any time of the day or night unless it is not consistent with
the local terminal regulation.
7.4. The unloading will be considered concluded and the "Laytime" will cease upon completion of the unloading of
the Product from the vessel. Unloading of the vessel is carried out, organized and guaranteed by the
Seller. Being the delivery agreed CIF, any possible greater charge or cost of prolonged stationing of the
vessel and/or demurrage in the port of unloading, for any reason it will be on Seller’s account.
7.5. The quantity of delivery can vary by +/-5% (five per cent) from the total contract quantity.
7.6. Seller guarantees unloading of the vessel at terminals named in Appendix 2.
Clause 8. Claim
8.1. If the quality of the Product according to arbitration samples does not correspond to the Contract
Specification(s), as per Appendix 1)- Product’s specifications, the price for Product shall be re-calculated
due within three (7) days from the date of the delivery. The Seller will, not consider any claims received
after that date.
8.2. The Parties expressly agree that the Buyer will have the right to refuse and request to the Seller the total
replacement of the Product, in the following cases:
• In the event that the discrepancies found on the Product, in relation to the regulations in force in the
country of destination, do not make it suitable for its placing on the market;
• In the event that the discrepancies found on the Product, despite the recalculation of the price as per
the previous art. 8.1, do not allow the Parties to reach an agreement for the acceptance of the
defective Product against the recalculation of the price made.
8.3. The Parties expressly agree that no exceptions can be made by the Buyer with regard to the suitability
and conformity of the labeling placed on the Product bottled and on the packaging of the Product, since will
have to be made by the Seller, according to the Buyer precise indications and requests.
Clause 9. Taxes, Duties and Charges
9.1. All taxes, duties and Port or other charges levied on the vessel, including custom’s overtime, consular fees,
and Port disbursements made to or for the Vessel, and any taxes or duties levied on freight charges, in each
case at the load Port or loading Terminal, shall be for the Seller’s account prior to transfer the ownership
title to the Buyer.
BUYER:
SELLER:
9.2. Considering that the Product’s delivery is agreed CIF as per Incoterms 2020, it is agreed that all taxes,
duties and Port or other charges levied on the vessel, including custom’s overtime, consular fees, customs
fees or miscellaneous fees and Port disbursements made to or for the Vessel, and any taxes or duties levied
on freight charges, in each case at the unloading Port or unloading Terminal, shall be for the Seller’s
account.
9.3. In the event of the Seller, is unable to deliver the Product in the port of unloading within the agreed terms,
and / or is not able to pass the Product through customs controls for problems relating to the Product or its
packaging, and / or is unable to release the financial instruments of guarantee like the PB, the Seller will
have to pay penalty at the rate of 0.5% (zero point five percent) for each day of delay, but not more than
ten per cent (10%) of the monthly delivery value.
Clause 10. Force Majeure
10.1. Neither Party shall be liable for the complete or partial non-performance of any of its obligations if the non-
performance results from such Force Majeure circumstances as acts of God, strikes, fires, floods, wars (whether
declared or undeclared), riots, destruction of the oil, delays of carriers embargoes, accidents, restrictions
imposed by any governmental authority (including allocations, quotas, priorities, requisitions and price
controls) and other which are out of the control of the contractual Arbitration Parties and have arisen
after the conclusion of the Contract.
10.2. If any of such circumstances directly affected the performance of the obligations in the time period
stipulated in the Contract, this time period is to be extended correspondingly for a period during which such
circumstances last, up to a total of 60 days.
10.3. If any delivery hereunder shall be so delayed or prevented for more than 60 days, either party may
terminate this agreement with respect to such delivery upon written notice to the other party. No party
shall be liable for any damages that could arise from such termination of agreement, whether direct or
indirect whatsoever.
10.4. Certificates issued by respective Chamber of Commerce will be sufficient proof of Force Majeure
circumstances and their duration.
Clause 11. ARBITRATION
11.1. The Parties expressly agree that all disputes or disagreements that may arise from this Agreement, or
in connection with it, will be resolved by the Chamber of Arbitration of Bucarest, Romania, considered as
qualified judicial body to the satisfaction of the Parties.
The Parties agree that this Agreement shall be governed and construed in accordance to the Laws of the
Romania.
Clause 12. TRIAL SHIPMENTS
12.1. Trial Shipments (TRIALS), as agreed between the Parties, are an integral part of this agreement and will
be obligatory before the initiation of the Main Shipments.
Pursuant to the following art. 19.2, the Parties expressly agree that this contract will be automatically
extended to the all the agreed monthly deliveries, only and immediately after the date of successful
execution and positive verification of the first TRIAL delivery, similarly the extension of this contract is
subject to the successful execution and positive verification of the first TRIAL delivery.
12.2. The shipments referred to in clause 12.1 will be delivered CIF on a conditions, of transport as per INCOTERMS,
BUYER:
SELLER:
in the agreed loading port, within 15 (fifteen ) banking days after that the agreed financial instrument of
payment and/or guarantee of payment, will be issued by the Buyer’s bank to Seller’s bank, as per
following art. 15.1. Deliveries and quantities will be made as per Appendix №2.
12.3. Payment for shipments as per clause 12.1 shall be made to the designated account as per the Commercial
Invoice that will be issued upon the endorsement of this contract.
Clause 13. ASSIGNMENT
13.1. Neither party is entitled to transfer their rights and/or obligations under this Contract to a third party
without the other party's previous written consent (including telex or fax).
13.2. Any such assignment shall be effected by notice in writing from the Assignor countersigned by the
Assignee to signify its acceptance of the obligations under this Contract. Upon the making of any such
assignment, the Assignor shall remain bound as guarantor for due performance of the said obligations (as
so accepted) by the Assignee.
Clause 14. OTHER CONDITIONS
14.1. After the signing of this Contract all previous negotiations and correspondence between the Parties in
such connection will be considered null and void. It is explicitly understood, that the present contract will
not cease by reason of the death of any party, but will continue to remain in force as far as both Parties
are concerned.
14.2. Any and all amendments and additions to this Contract are valid only if they are made in writing and duly
signed by both Parties.
14.3. All attached Enclosures and Addendums duly signed make an integral part of this Contract.
14.4. All basic conditions of delivery are regulated agree “Incoterms” -2020 with additions and alternations.
14.5. Grammar mistakes and slips, if they are present in this contract shall not be considered as contradictions.
14.6. All information contained herein shall be kept confidential and is not to be reproduced in any manner
whatsoever.
14.7. This contract and all appendices transmitted by fax or e-mail shall be deemed original and legally valid by
the party’s banks up to the moment the originals will be delivered to the party’s banks.
14.8. The text of this contract is performed and executed in English language and is signed in Two (2) originals
(hard copies), one (1) of which are for the Buyer, and one (1) for the Seller, all in English language text and all
originals (hard copies) being equally authentic and having the same legal force.
The Parties expressly agree that in the meaning in English language will prevail and will be of sole
reference and will prevail the meaning of the translation in any other language.
14.9. Any information contained herein shall be kept confidential, and shall not be subsequently disclosed to
third parties or reproduced in any way.
14.10. This contract shall only be legal and biding after it’s endorsed both Parties. The expenses of any possible
necessary registration and/or legalization of the contract shall be incurred by both Parties equally.
BUYER:
SELLER:
Clause 15. PAYMENT GUARANTEE INSTRUMENTS AND PAYMENT PROCEDURE
15.1. The payment of the Product, for the No. 1 TRIAL delivery will have to be guaranteed by the Buyer, by a
SBLC (Stand by Letter of Credit) MT 760, not transferable, issued by the Buyer’s bank, with a face value
equal to the amount of the value of the Product related to the TRIAL delivery of 100 MT, hereinafter also
referred only as "SBLC". The verbiage of such SBLC will foresee that the same SBLC will become automatically
irrevocable and operative. The payment of the TRIAL delivery will be made by the SBLC collection.
15.2. After the successful of the TRIAL delivery, the payment of the Product, for the all the agreed No. 11
monthly deliveries will have to be guaranteed by the Buyer, by a SBLC (Stand By Letter of Credit) MT
760, not transferable, issued by the Buyer’s bank, with a face value equal to the amount of the value of
the Product related to the single monthly delivery of 300 MT, hereinafter also referred only as "SBLC".
The verbiage of such SBLC will foresee that the same SBLC will become automatically irrevocable and
operative. Only immediately after the issuance of the PB by the Seller’s bank, as agreed in the following
art. 15.4. The SBLC‘s verbiage will foresee also that the same SBLC will become automatically revocable
and void, passed 15 days after the Seller fail in the delivery of one of the agreed monthly deliveries,
within the agreed terms. The payment of all the monthly deliveries will be made only by TT MT 103, and
the SBLC will remain in place only as guarantee of payment till the last monthly delivery will be carried out
by the Seller and paid the Buyer.
15.3. The Parties expressly agree that, regardless of what is provided for in the transaction procedure as
indicated in the following Art. 16, the collectability of payment by the Seller and/or the request for
payment through the collection of the guarantee SBLC, are subordinates to:
15.3.1. The positive Q&Q (Quality and Quantity) test and verification of the Product, carried out at the
unloading port, by the SGS or LLOYDS inspection body or other internationally recognized
inspection service,
15.3.2. The full Product’s compliance with all to all health, food safety and legal regulations as provided
for in the country of destination, moreover the same Product must possess all the certifications
required by these standards and laws for use and human consumption.
15.3.3. The written approval and acceptance of the Product delivered issued by the Contract Guarantor.
15.3.4. The deliver by the Seller of the full set shipping documents and certificate of origin of the Product.
15.3.5. Upon delivery by the Seller to the Buyer, of the Final Commercial Invoice.
15.4. In the event that the Buyer, after the fulfillment of the conditions referred to in the previous clause 15.3,
sub. 15.3.1, 15.3.2, 15.3.3, 15.3.4, 15.3.5, has not paid for the Product delivered by bank Telegraphic
Transfer TT MT 103, the Seller may immediately proceed with the request of payment of the SBLC.
Clause 16. TRANSACTION PROCEDURE:
16.1. Seller issues draft SPA (Sale Purchase Agreement) for Buyer’s review. Buyer and Seller signs and
exchange the SPA, then both Parties lodge SPA in their respective Banks.
The Buyer undertakes to provide the Seller with the following within 2 banking days:
16.1.1. High-definition vector image of the label to be placed on the bottles of the Product, which will
be created by the Seller, complete with all text and images as required by the Buyer.
BUYER:
SELLER:
16.1.2. The kind and specifications of bottles are chosen by the Buyer;
16.1.3. The kind and specifications of packaging is chosen by the Buyer;
16.2. The Seller issues the Proforma Invoice to the Buyer for the total amount value of the Product of the
TRIAL delivery, on which the face value of the SBLC will be based.
The Proforma Invoice will be issued for an amount equal to the FIXED PRICE as agreed in art. 6, Sub.
6.1, considered at the date of issue of the Proforma Invoice, multiplied by the total quantity of the
Product related to the TRIAL delivery.
Within 5 (five) working days from the issuance of the Proforma Invoice, the Buyer's bank issues the DLC
as provided for in art. 15.1 to the Seller’s bank.
Within 5 (Five) banking days after that the DLC as referred to in art. 15.1, has been issued by the
Buyer’s bank, the first TRIAL delivery of the Product will have to be loaded at loading port. Then the
Seller, after the Product is loaded and the Vessel is ready to depart, will have to send to the Buyer the
following full set POP (Full Proof of Product) documents:
I. Certificate of Origin.
II. Product Allocation Export Permit.
III. Product Allocation Title Ownership certificate.
IV. Charter Party Agreement to transport the product to discharge port.
V. Fresh SGS Quality and Quantity Certificate, carried out at the loading port.
VI. Bill of Landing.
VII. Vessel Questionnaire Q88.
VIII. Commercial invoice.
16.3. Within 25 (Twenty five) banking days after that the SBLC as referred to in art. 15.1, has been issued by
the Buyer’s bank, the first TRIAL delivery of the Product will have to be carried out and delivered by the
Seller at the unloading port.
As agreed between the Parties, in application of the provisions of the previous articles 2.7 and 12.1 and
in the following art. 19.2, only immediately after the date of successful execution and positive verification
of the first TRIAL delivery, this contract will be automatically extended to all the monthly deliverie as
agreed in this agreement.
16.4. Immediately after the successful of the TRIAL delivery, the Seller issues to the Buyer the Proforma
Invoice for the scheduled monthly delivery amount to which will be based the face value of the SBLC. The
Commercial Invoice will be issued for an amount equal to the FIXED PRICE as agreed in art. 6, Sub. 6.1,
multiplied by the monthly delivery quantity.
16.5. Within 5 (five) working days from the issuance of the Proforma Invoice, the Buyer's bank issues the SBLC
as provided for in art. 15.3 to the Seller’s bank.
16.6. Within 5 (Five) banking days after that the SBLC as referred to in art. 15.3, has been issued by the
Buyer’s bank, the monthly delivery of the Product will have to be loaded at loading port. Then the
Seller, after the Product is loaded and the Vessel is ready to depart, will have to send to the Buyer the
following full set POP (Full Proof of Product) documents:
I. Certificate of Origin.
II. Product Allocation Export Permit.
III. Product Allocation Title Ownership certificate.
IV. Charter Party Agreement to transport the product to discharge port.
BUYER:
SELLER:
V. Fresh SGS Quality and Quantity Certificate, carried out at the loading port.
VI. Bill of Landing.
VII. Vessel Questionnaire Q88.
VIII. Commercial invoice.
16.7. Within 15 ( fifteen ) banking days after that the SBLC as referred to in art. 15.3, has been issued by the
Buyer’s bank, the first monthly delivery of the Product will have to be carried out and delivered by the
Seller at the unloading port.
16.8. Vessel arrives at the agreed unloading port, then the Seller at his complete care and expense, through his
shipping agency/agent, organizes all the maritime, port and customs services, to ensure the vessel’s
docking in the unloading quay, the unloading of the Product and the carrying out of all the necessary
customs formalities and obligations, avoiding any type of delay.
Once the Product has been unloaded from the vessel, according to CIF method as per Incoterms, the
Buyer, at his complete care and expense, arranges the Q&Q (Quantity and Quality) inspection by SGS /
LLOYDS or another universally accepted equivalent inspection company.
Immediately after the positive outcomes of the SGS Q&Q report, the Seller issue to the Buyer the
Commercial Final Invoice, that will be issued for an amount equal to the FIXED PRICE as agreed in art. 6,
Sub. 6.1, considered on the date of issuance or the Q&Q (Quantity and Quality) report, multiplied by the
monthly quantity of each delivery, according to the Product’s quantity verified after the unloading from
the vessel, then immediately the Buyer have to make the full payment of the delivered Product by bank
Telegraphic Transfer TT MT 103, once transmitted by the Seller to
16.8.1. the positive Q&Q (Quality and Quantity) test and verification of the Product, carried out at the
unloading port, by the SGS or LLOYDS inspection body or other internationally recognized inspection
service,
16.8.2. the full Product’s compliance with all to all health, food safety and legal regulations as provided for
in the country of destination, moreover the same Product must possess all the certifications
required by these standards and laws for use and human consumption.
16.8.3. the written approval and acceptance of the Product delivered issued by the Contract Guarantor.
16.8.4. The deliver by the Seller of the full set shipping documents and certificate of origin of the Product.
16.8.5. upon delivery by the Seller, of the Final Commercial Invoice;
Payment will be made according to the bank details indicated by the Seller in the Final Commercial
Invoice. The Product’s Ownership title it’s transferred by the Seller to the Buyer after the full
payment.
16.9. Seller and Buyer pay their possible involved intermediaries according to its signed NCNDA & IMFPA or
other kind of signed commission agreement.
16.10. The remaining agreed monthly deliveries will take place according to the agreed attached Appendix 2-
schedule of Delivery, within the agreed terms, in full compliance of the aforementioned procedure.
Clause 17. SELLER LEGAL ADDRESSES / BANKING DETAILS
18.1. Seller Legal Addresses
BUYER:
SELLER:
COMPANY NAME: Ojass Healthcare Products OPC Pvt. Ltd

REGISTERED ADDRESS: 212, Kamla Vihar, Veersavarkar Nagar, Delapeer Road
Bareilly, Uttar Pradesh, India, 243122
18.2. SELLER BANK DETAILS

BANK NAME: Yes Bank Ltd
BANK ADDRESS: Mahalaxmi Towers Ground Floor Plot No 12 And 13
112 Civil Lines , Bareilly, Uttar Pradesh 243001 State: Uttar
Pradesh
BANK ACCOUNT NAME: Ojass Healthcare Products (OPC) Pvt. Ltd.
IBAN CODE/ BANK ACCOUNT NO.: 7463300004956
SWIFT / BIC CODE: YESBINBB
BANK OFFICER NAME: Mr. Amrendera Kumar
BANK PHONE: +91 9582895909
BANK OFFICER EMAIL: Amrendera.Kumar@Yesbank.In
In the event of justified reasons that highlight the necessity of communication with the Bank of the counterparty, both Parties
are committed to organize and authorize any necessary communication.
Clause 18. Buyer Legal Addresses / Banking Details
BUYER LEGAL ADDRESS

COMPANY NAME: CONTACT FOR SALES SRL
REGISTERED ADDRESS: Bucuresti Sectorul 5
Strada BUZOENI 9, Bloc M43, Scara2.
are committed to organize and authorize any necessary communication
BUYER BANKING DETAILS

BANK NAME: BANCA TRANSILVANIA SUCC. BUCAREST
BANK ADDRESS: Soseau Bucuresti -Ploiesti,43
BANK ACCOUNT NAME: CONTACT FOR SALES
IBAN CODE: RO27BTRLUSDCRT0527282001
SWIFT / BIC CODE: BľRLRO22BBC.
BANK OFFICER NAME: Mrs. Cornelia Lazar
BANK OFFICER PHONE: +40.756.731.572
BANK OFFICER MOB./PH: N/A
BANK OFFICER EMAIL: Cornelia.lazar@bancatransilvania.ro
are committed to organize and authorize any necessary communication
Clause 19. VALIDITY AND DURATION OF THE CONTRACT
19.1. This contract, in compliance with the agreed conditions, is fully valid and binding between the Parties from
the date the signing of the same Parties and it will cease with the execution and payment of the last single
main delivery. In the event that this contract provides for the execution of TRIAL deliveries, as indicated in the
previous art. 2.7, 12.1, the Parties expressly agree that this contract will be automatically extended to the
single main deliveries, only immediately after the date of successful execution and positive verification of the
first TRIAL delivery, similarly that the extension of this contract is subject to the successful execution and
BUYER:
SELLER:
positive verification of the first TRIAL delivery.
19.2. The Parties expressly agree that in the event that the agreed TRIAL delivery is not carried out by the Seller
and positively verified by the Buyer within the term of 40=.(Forty) banking days from the date of issuance,
receiving and approval of the SBLC as agreed in the previous art. 15.1, the contract will be automatically
terminated and without the need for any formalities, without prejudice to the obligation on the part of the
Seller to immediately release / make free the SBLC issued by the Buyer.
If the first TRIAL delivery is not carried out by the Seller, due to its own fault and / or negligence,
demonstrated in the appropriate ways and places, in the absence of force majeure conditions.
19.3. The duration of the contract is agreed until the completion of all TRIAL and all the monthly deliveries, as
agreed with this contract.
Therefore, the contract will terminate the day following the completion of the last monthly delivery, once the
related payments have been duly made.
19.4. The temporary Delivery Schedule in Appendix No. 2 will have to be defined and definitively agreed between
the Parties, as soon as possible, based on the temporary, then once agreed between the Parties, attached in
this contract in place of the temporary one, becoming the only reference.
In the event of failure to define a definitive program, within 5 calendar days from the date of signing this
contract, the provisional program will come into force as an annex to this contract, as a definitive program
accepted and agreed by the Parties.
Clause 20. NCNDA (Non Circumvention, Non-Disclosure working Agreement)
20.1. With only the sole exception for what is required to carry out the performance of this contract, it is expressly
forbidden, to both the two Parties and/or its shareholders, and/o its Managers, and/or its advisors, directly
and/or indirectly in any form, and/or through associated companies or with which the Party and/or to its
shareholders and/or its consultants and/or Directors, have shares and/or interests even through trust,
throughout the entire period of validity of this contract and for 5 (five) years after the conclusion of any cause
of this contract, to solicit, manage relationships and communications, to finalize transactions or other business
and pursue activities of any kind, with any customer, supplier, person, company, with which the Party and/or
to its shareholders and/or its consultants, may have come into contact and/or that they have known in the
implementation of this contract, removed all exceptions, for any reason and cause
20.2. In the event that the one of the Party will infringe this obligation, (the breaching Party) will have to pay a
penalty to the other Party (the compliant Party) for an amount of the (the compliant Party)’s lost profit,
that is the profit lost by the (the compliant Party) as a result of the (the breaching Party)’s violation and
moreover any legal expenses for any necessary legal action carried out by the (the compliant Party) to
obtain an adequate indemnity for the infringement made by the (the breaching Party) The Parties expressly
agree and accept that the present agreed clause of Non Circumvention, Non-Disclosure working Agreement is
intended also including and integrated by all the norms as established and specified by the NCNDA (Non
Circumvention, Non-Disclosure working Agreement), latest updated version, as published by ICC
(International Chamber of Commerce).
BUYER:
SELLER:
APPROVAL
OFFICIAL STAMP & SIGNATURE OF COMPANY REPRENTATIVES IN THE OFFICIAL CONTRACT
The Parties hereby agree to respect the mentioned “Sales and Purchase Agreement” made up by no. 20 articles, no. 10
pages, with attached no. 4 Annexure es for additional no. 4 pages, for a total of no. 14 pages, accepted, signed and
sealed as below on date
The SELLER: THE BUYER:
Representative: Representative:
Mr. Om Babu Saxena Mr. Aysil Yildiz
Position: CBO (Chief Business Officer) Position: CEO (Chief Executive Officer)
Date: September 10th 2022 Date: September 10 th 2022
Stamp & Signature Stamp & Signature
“Accepted and agreed without change (Electronic signature is valid and accepted as hand signature)”
===================== END OF T H E A G R E E M E N T ===========================
BUYER:
SELLER:
Signatories Passports
On behalf of the SELLER, Mr. Om Babu Saxena On behalf of the BUYER Mr. Petrisor Sorinel Banica
BUYER:
SELLER:
Please paste here your Confirming Bank’s LC Verbiage
BUYER:
SELLER:
Annexure 1: Technical Specifications
A. PHYSICAL PROPERTIES:
1 Appearance: Golden yellow liquid oil in ambience
2 Cold test: Min.48 hours at 0 deg. C
3 Colour: Max.1.2 red, lovibond tintometer 5/20 inch
4 Refractive index: 1.465-1.475 at 40 deg. C
5 Density: 0.91-0.92 g/cm3 at 20 deg. C
6 Volatile matter: Max.0.07 % at 105 deg. C
7 Taste: Excellent free from rancid odour
8 Frying Test: No objectionable smell and odour when heated to 180 deg.
9 Odor: None - not sensed
10 Smoke Point: 200 deg. C min
B. PARAMETER CHEMICAL SPECIFICATIONS

1 Acidity (Free Fatty Acid): 0,3 g maximum per 100 g.
2 Peroxide Value (meq o 2 / kg Oil) at End of Expiry Date: 8.0 maximum.
3 Peroxide Value (meq o 2 / kg Oil) at Production Date: 1.0 maximum
4 Iodine Value (WIJS): 118 – 14
5 Moisture and Volatile Matter (% at 105oC): 0,1 maximum.
6 Saponification Value (mg KOH / g oil): 188 – 194
7 Unsaponifiable Substances (%): 1,5 maximum.
8 Insoluble Substances in Fat Solvent (%): 0,05 maximum.
9 Refractive Index (at 40oC): 1,461 - 1,468
10 Specific Weight (g at 20oC): 0,910 - 0,925
11 Soap Content (%): 0,005 maximum.
12 Amount of Phosphorous: Maximum 5 ppm.
13 Remains of Solvent: None.
BUYER:
SELLER:
Annexure No. 2
PROPOSED - SCHEDULE OF DELIVERY

Shipment Month Comm Shipment Monthly Agreed Single Shipment Monthly Seller's CIF Delivery
Number odities Qty. MT Tot. Qty. Fixed (*) Amount $ Shipment Loading Unloading
(+/- 5%) MT Price $/MT Amount $ Port Port
(+/- 5%)
delivery/00 Oct-22 100 MT 100 MT $1,000.00 $1,00,000.00 $1,00,000.00 Dar Es Costanzo
1 Salaam
delivery/00 Nov-22 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
2 Salaam
delivery/00 Dec-22 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
3 Salaam
delivery/00 Jan-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
4 Salaam
delivery/00 Feb-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
Refined Sun Flower Oil
5 Salaam
delivery/00 Mar-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
6 Salaam
delivery/00 Apr-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
7 Salaam
delivery/00 May-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
8 Salaam
delivery/00 Jun-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
9 Salaam
delivery/01 Jul-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
0 Salaam
delivery/01 Aug-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
1 Salaam
delivery/01 Sep-23 300 MT 300 MT $1,000.00 $3,00,000.00 $3,00,000.00 Dar Es Costanzo
2 Salaam
Total 3400 MT 3400 MT $34,00,000.00 $34,00,000.00
STANDARD PACKAGING in CARTOON

1 1 Liter x 12 bottles = a carton .1700 cartons in 20 FCL.. 3410 cartons in 40 FCL
2 2 Liter x 6 bottles = a carton ... 1700 cartons in 20 FCL.. 3410 cartons in 40 FCL
3 3 Liters x 6 bottles = a carton ... 1370 cartons in 20 FCL.. 2744 cartons in FC
4 5 Liters x 4 bottles = a carton. 993 cartons in 20 FCL.. 1990 cartons in 40 FCL
5 10 Liters x 1 plastic jerry can … 2200 cans in 20 FCL.. 4400 cans in 40FCL
6 16 Liters x 1 plastic jerry can … 1498 cans in 20 FCL.. 3002 cans in 40 FCL
7 20 Liters x 1 plastic jerry can … 1190 cans in 20 FCL... 2389 cans in 40 FCL
BUYER:
SELLER:

Contract 300 MT Ojass India

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Contract 300 MT Ojass India

Uploaded by

Copyright:

Available Formats

Ojass Healthcare Products (OPC) Pvt. Ltd.

An ISO 9001:2015 & ISO 22716:2007 Certified Company

SALES PURCHASE AGREEMENT

THE BUYER, HEREINAFTER NAMED ALSO AS ONLY “BUYER”

THE SELLER HEREINAFTER NAMED ALSO AS ONLY “SELLER”

Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”).

Clause 1. Scope of Contract

LOADING PORT: Sea Port Dar Es Salaam

DELIVERY TERMS: CIF as per Incoterms 2020.

TOTAL MONTHLY QUANTITY: 300 MT=. (Three hundred Metric Ton.)

DELIVERIES: Appendix 2 - Schedule of Delivery, is agreed as TRIAL

No.1 TRIAL + No.11 MONTHLY DELIVERIES

Clause 2. Quality and QUANTITY

Buyer and its final Client is the following company:

Nome: GDO & MARKETING MANAGEMENT SRL

Hereinafter named also only as “Contract Guarantor”

Clause 3. Contract Period

Clause 4. Time of Delivery

Clause 5. Delivery and Acceptance

Clause 6. Price and Terms of Payment

Clause 7. Delivery Terms

vessel during the journey to the port of unloading.

7.6. Seller guarantees unloading of the vessel at terminals named in Appendix 2.

Clause 9. Taxes, Duties and Charges

Clause 10. Force Majeure

Clause 11. ARBITRATION

Clause 12. TRIAL SHIPMENTS

Clause 13. ASSIGNMENT

Clause 14. OTHER CONDITIONS

Clause 15. PAYMENT GUARANTEE INSTRUMENTS AND PAYMENT PROCEDURE

Clause 16. TRANSACTION PROCEDURE:

16.1.3. The kind and specifications of packaging is chosen by the Buyer;

16.8.5. upon delivery by the Seller, of the Final Commercial Invoice;

Clause 17. SELLER LEGAL ADDRESSES / BANKING DETAILS

18.1. Seller Legal Addresses

COMPANY NAME: Ojass Healthcare Products OPC Pvt. Ltd

18.2. SELLER BANK DETAILS

Clause 18. Buyer Legal Addresses / Banking Details

BUYER LEGAL ADDRESS

BUYER BANKING DETAILS

Clause 19. VALIDITY AND DURATION OF THE CONTRACT

positive verification of the first TRIAL delivery.

Clause 20. NCNDA (Non Circumvention, Non-Disclosure working Agreement)

OFFICIAL STAMP & SIGNATURE OF COMPANY REPRENTATIVES IN THE OFFICIAL CONTRACT

The SELLER: THE BUYER:

===================== END OF T H E A G R E E M E N T ===========================

Please paste here your Confirming Bank’s LC Verbiage

Annexure 1: Technical Specifications

B. PARAMETER CHEMICAL SPECIFICATIONS

PROPOSED - SCHEDULE OF DELIVERY

STANDARD PACKAGING in CARTOON

You might also like