SALES CONTRACT
We confirm the following Sales Contract including the General Terms and Conditions attached herewith which form an integral part of this contract. :
Quality : Ivory Coast Dried Raw Cashew Nuts in shell, crop 2024
Out-turn min. 50 lbs / 80 kgs
Nut-count: max: 200 nuts / kg
Moisture: max. 10%
Discount-clause:
Out-turn: 1:1 from 1 to 2 lbs, 1:2 after 2 lbs
Nut count: USD 0.30 / count for anything above the contract Moisture: pro-rata weight shortage above 10%
For settlement, final quality (Out-turn, Nut count and Moisture) will be determined based on the weighted average of all quality certificates (issued by the mentioned Independent Agency in this contract) of the shipments/Multiple Bill of lading (BLs) under this contract.
Quantity : abt. 250 metric tons, +/- 10% (at seller’s option)
Pack material : sea-worthy jute bags of approx. 80 kgs net
Price : 1’090.00 USD/metric ton (if shipment delay to April 2024, then price will be revised at 1’070 usd/mt).
Shipment : Latest by 31st March 2024. (at seller’s options)
Partial shipments and transshipments allowed. Buyer has no claim for damages resulting from any delay in
shipment.
Terms : CFR (Incoterms 2020) from Abidjan to Any port in Ho Chi Minh City (at seller’s option), in bags, CY/CY
Net landed weights and quality certified by Café Control / Mutually agreed independent inspection agency, Vietnam at destination, including container seal-breaking, devanning and tally
Insurance to be covered by buyer’s first-class insurance company. The risk passes from seller to buyer when the containers are loaded correctly on board of the vessel at terminal of port of loading. In case of any theft and/or any kind of damaged and/or shortage found during the offloading of the cargo, buyer is liable to claim that form their insurance agency.
Payment : 10% deposit by TTR against prepayment invoice payable as per mentioned due date, all bank charges at
buyer’s bank are for buyer’s account
90% cash against documents (DP) at sight within 7 working days after receipt of documents or before
arrival of goods at port of destination and before customs clearance, whatever occurs first
Arbitration : Any dispute arising out of or in connection with this contract, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for
the time being in force, which rules are deemed to be incorporated by reference in this clause.
Law : This contract is governed by the laws of Singapore
Remarks : The present contract must be returned duly stamped and signed on every single page within 24hours from
contract receival and any manual corrections and/or amendments by either party is not acceptable. 10% prepayment due latest by December 27, 2023
In case at any stage payment is not done within the specified duration as per this contract then this
contract will be deemed as defaulted by the buyer and default clause of this contract is applicable. It is at seller’s discretion to extend the payment due date or accept any late payment and keep the contract valid. The seller also has the right to ask for all damages directly or indirectly arising from the Buyer’s default, including but not limited to market loss, delay interests, logistic costs etc.
The Buyer irrevocably agrees in such case to change the customs manifest in favor of any other party the Seller may indicate. Advance payment to be forfeited
The seller will charge the Buyer for any delays interest at 12% (twelve percent) per annum
– partial shipment allowed / transshipment allowed
– Third party documents acceptable except invoice & Packing list
– Draft Bill of Lading or any other export related documents to be confirmed by the Buyer and/or Broker
maximum within 48 working hours after intimation by Seller through email. In case buyer and/or broker
fails to approve the documents within the given time limit, original documents will be issued as per the
drafts provided.
– If buyer fails to make payment of documents on or before the vessel arrival date, the seller reserves the
right to protect its interest and mitigate losses. as a result, this contract acts as an implied no objection
certificate (NOC)/ confirmation from buyer to seller to transfer / resell the goods to an alternate buyer and
thus serving as valid no objection to shipping line, customs or any other statutory authority whomsoever
shall need the same for import clearance of cargo at destination, without any further confirmation from the
defaulting / original notify party. Under such circumstances where original consignee or notify party has
not paid till the date of vessel arrival at the port of destination, sellers reserve the right to reroute these
documents to an alternate buyer to mitigate losses. the seller shall not have to arrange any additional noc
from the defaulting / first notify party and this clause shall be deemed as sufficient for the purpose.
– Title to goods is passed from Seller to Buyer after full payment is received by seller.
– All duties and taxes at destination, incl. any possible import tax/duties, are for buyer’s account.
The General Terms and Conditions forms part of the present Sales Contract and is binding on the Parties.
This Sales Contract and its attached General Terms and Conditions have been read and understood and therefore accepted by
buyer.
Please verify, sign and return this contract.
General Terms and Conditions
(unless otherwise mentioned in the specific contract)
Documents/Information to be delivered by Buyer
– Countersigned Contract, SWIFT-copy of prepayment, in case of agreed prepayment
– shipping instruction per lot with exact details how shipping document have to be issued, to be sent to Seller along with signed contract. In case buyer delays or not providing shipping instruction details with contract than buyer has to bear the BL/draft/both amendment charges, if Shipping line bills it to the seller.
– There are no specific markings on the bags. Buyer needs to intimate the marking template before signing of the contract.
Documents to be organized by Seller
– Original Commercial Invoice
– 3/3 on board Bill of Lading marked ‘freight prepaid’
– Original Packing List, Original Certificate of origin issued by competent authority
– Original Phytosanitary Certificate issued by competent authority
– Original Fumigation Certificate issued by any independent third party
– Original Weight & Quality Certificate issued by the seller
Final balance payment settlement
As per weight & quality report established and certified by an Café Control / Mutually agreed independent inspection agency, Vietnam
Inspection at origin
In case of contract stating “shipped quality” and/or “shipped quality final”, the inspection of quality to be done jointly in presence of seller’s and buyer’s representative for approval of lots. Maximum three (3) samples are allowed and weighted average of cutting test results will be considered as final.
The joint inspection and analysis should be done within three (3) working days after written advice by e-mail or fax to the Buyer by the Seller.
Inspection at destination
Final inspection at port of destination for quality and/or weight at destination to be done by an Café Control / Mutually agreed independent inspection agency, Vietnam. Inspection cost on buyer’s account.
The discharge of containers and the inspection of quality and/or weight must be done in presence of seller’s representative and/ or seller can nominate any independent inspection agency at seller’s expenses. Such agency is eligible to collect sample during de-stuffing. Any activity in the absence of seller’s representative has to be deemed as null and void, and the cargo to be deemed as per seller’s quality and/or weight certificate.
In case cargo is not inspected, in presence of seller’s representative, for quality/moisture and/or weight within fourteen (14) days from vessel arrival date at destination, no quality/moisture and/or weight claims will be accepted and quality and/or weight will be deemed as final as per quality and/or weight certificate issued by the seller.
Normal International Standard Practice of Raw Cashew Nuts Cutting Test and Evaluation is allowed. No customized Method will be allowed. Violation of this clause will not be accepted and contract will be deemed as fully performed and no claims under this contract will be entertained.
Moisture to be measured by certified and well calibrated international standard moisture measuring meter ment for measuring moisture of Raw Cashew Nuts.
Buyer has to inform seller’s representative five (5) working days before destuffing of containers and quality inspection. Any weight must be ascertained by an independent weighbridge.
The final samples analysis by the independent inspector shall be done within seven (7) days of the destuffing.
Quality and /or weight inspection report has to be sent to the seller within five (5) working days from the date of inspection.
In case of any wet/moisture damage bags of landed cargo at destination, Café Control / Mutually agreed independent inspection agency, Vietnam assessment on fully damaged quantity based on actual separation to be final and
binding on both parties.
In case the inspection results issued by buyer’s appointed agency at destination differs by 1 lbs or above, the seller has the right to demand EITHER re-sampling and analysis of the cargo within five (5) working days after getting the first inspection result and buyer shall not dispose of the cargo till the completion of discharge/destination port re-sampling results are received (this re
sampling can be done by any Independent Surveyor at seller’s choice and expenses which may be other than first inspection agency used at the time of de stuffing) OR in presence of buyer’s and seller’s representative, the seller appointed inspection agency would analyze their sample collected during the time of destuffing and issue the quality certificate. This final quality
report will be binding to both buyer and seller and final settlement will be based on this only.
Buyer shall arrange de-stuffing of full cargo in one (1) factory. However, in case of cargo delivery to more than one (1) factory, the minimum amount of de-stuffed containers per factory site shall be either six (6) 20′ containers or four (4) 40′ container. If less containers are being de-stuffed per site, the Seller does not provide its representative and weight and quality (outturn, nut count, moisture) of full cargo under this contract will be final as per Bill of Lading and contract, respectively.
Shipment
– Partial shipments and transshipment allowed
-Typographical errors and spelling mistakes except for quality, quantity, price, value and description of goods are acceptable.
– For CFR/CIF contracts: Free time as per individual shipping line policy which will be specified in the B/L. Beyond free time buyer is responsible for any detention and/or demurrage charges, including additional port charges and taxes, claimed by the shipping line or port authority.
Licenses, taxes, quotas etc
All duties and taxes at the loading port are for seller’s account. Buyer is solely responsible for obtaining any necessary import
license/documents/permits/quotas and for payment of all duties and taxes at port of destination. The failure of obtaining any such document is no reason for a claim for Force Majeure and is not withdrawing buyer from his contractual obligations.
Extension of Shipment
If seller serves notice claiming extension of shipment not later than the next business day following the last day of the contractual shipping period, it shall get another forty-five (45) days to ship the goods.
Default
In case the Buyer fails to fulfill any contractual payment and/or prepayment obligation under this contract, or if bankruptcy, reorganization, liquidation or receivership proceedings are instituted by or against the Buyer, or the Seller deems the Buyer to be insolvent, it shall constitute an event of default under this contract, whereupon the non-defaulting party may, in its absolute discretion, and without prejudice to any other rights it may have in the law, take one or more of the following actions: terminate the contract in part or in full upon written notice to the defaulter by selling or purchasing, as the case may be, against the defaulter, exercise a lien upon the cargo, retain the pre-payment and the cargo, stop the cargo in transit. All amounts that are not paid when due shall automatically bear interest at the rate of twelve (12) per cent per annum for the entire period that the amount remain unpaid. Such interest shall be due and payable on demand, any interest not paid when due shall be added to the overdue sum and itself bear interest accordingly.
In case the same buyer has multiple contracts, a breach of any one contract by buyer would be deemed and treated as a default on other remaining contracts, at seller’s sole discretion.
Claims
In case of termination and/or cancellation of the contract by default, the claim for market difference shall be established by the sale or the purchase, as the case may be, of the non-defaulting party against the defaulter, in the market. The difference between the original contract price and this new sale respectively purchase price shall be taken as market difference which can be claimed from the defaulter, unless he can establish that such price was unreasonable.
In no event shall the Seller be liable for any special, indirect, punitive, exemplary, incidental or consequential damages nor shall the Seller be liable for loss of profit on resale of the product.
If the Buyer does not arrange quality and/or weight inspection within fourteen (14) days after shipment arrival date, quality and/or weight shall be considered final as per Bill of Lading and no supervision of container destuffing,
sampling of bags and cargo
analysis by the independent agency shall be provided by the Seller.
Any quality and/or weight claims have to be sent by Buyer to Seller latest ten (10) days after date of Inspection.
No suit or legal proceeding or demand for arbitration arising under this contract shall be maintainable against the Seller unless commenced or made by the Buyer within ninety (90) days from last day of contractual shipping month or in case of quality and/or weight claim within sixty (60) days of date of Inspection by Café Control / Mutually agreed independent inspection agency, Vietnam
Force Majeure
An Event of Force Majeure is understood to be any cause beyond the parties control, including but not limited to Act of God, strikes or labor disputes, lockouts, riots, civil commotions, war, revolution, fires, embargoes, government orders, malicious damage or any other cause beyond their control.
Should either party’s performance of this contract (or part thereof) be prevented, whether partially or fully, by an Event of Force Majeure, the performance of this contract (or such part) shall be suspended for the duration of the Event of Force Majeure
provided the requesting party has given prompt notice to the other party and documentary evidence of the Event of Force
Majeure as soon as it becomes available to him. If such notice is given and the Event lasts for more than 45 days, either party has the option to cancel the contract partially or in whole without any further liabilities on either party in respect thereof save to the extent that such liabilities had already arisen immediately prior to the Event.