SALES PURCHASE CONTRACT
If you as a GRW agency are going to have the LC go to you first, then the below sample of contract is the preferred style to use. If you plan to use another style then please get approval from GRW Main first.. IF THE LC IS TO GO TO THE PRODUCER DIRECT, THEN GRW WOULD NEED TO SEE THE CONTRACT DRAFT FIRST AND THE WORDS "IN CONJUNCTION WITH GRW AN ETHOS ENTITY CO " AND OUR WEBSITE WWW.GRWGLOBAL.COM SHOULD BE AT TOP ON FIRST PAGE OF THE CONTRACT.SALES AND PURCHASE CONTRACT Contract No. : _________________________________ Dated: ______, 2015 THE BUYER Company Name:Address:City / Country:Telephone:Fax:E-Mail:Web:Authorized Person: This Contract is made by and between the Seller and the Buyer in Conjunction with GRW (from anywhere in the world: USA 1-619-399-7714 THE SELLER OR SELLER’S ASSIGNEESCompany Name :Address :City / Country:Tel : +Fax : +E-Mail: This Contract is made by and between the Seller and the Buyer (addresses of each party mentioned above), whereas the Seller agrees to sell and the Buyer agrees to buy the under mentioned commodity according to the terms and conditions stipulated below:CLAUSE 01: COMMODITY: (Name of commodity(s) or product(s)). CLAUSE 02: ORIGIN: (Name of Country).CLAUSE 03: PACKING: (Packing Mode ? Bulk / Bags / Case / Carton).CLAUSE 04: QUANTITY: (pieces / dozens / kg / metric tons).CLAUSE 05: SHIPMENT05-a Port of Loading:05-b Port (s) of Discharge:05-c Partial Shipment:05-d Transshipment:CLAUSE 06: DELIVERY: Within _________weeks when sale contract and payment instrument are legally put in order. CLAUSE 07: SPECS: Detailed specifications, where applicable.CLAUSE 08: PRICE: (USA Dollar or EURO, based either on FOB port of origin or C&F / CIF port of discharge port.CLAUSE 09: TERMS OF PAYMENTThe buyer shall issue a documentary Letter of Credit (DLC), established from one of the first 50 (fifty) internationally rated scheduled Banks or duly confirmed by the advising/negotiating Bank of beneficiary?s choice, to reach to the seller?s Bank within 3-working days from the date of signing of the sale contract. DLC has to be confirmed, operative, irrevocable, without recourse, payable at sight, duly incorporated the terms as requested by the Sellers. L/C paymentThe said DLC shall be payable for the amount of 100-percent of the Commercial Invoice value (shipment cargo value) by presentation the following documents within 15 days from Bill(s) of Lading date(s).1. SIGNED COMMERCIAL INVOICE (3-ORIGINALS AND 3-COPIES) INDICATING CONTRACT NUMBER AND L/C NUMBER, COVERING 100% OF CARGO VALUE BASED ON THE CERTIFICATE OF SHIPPED WEIGHT, QUALITY, PACKING, ISSUED BY THE SGS _________ LIMITED, AT LOADING PORT.2. PACKING LIST (3-ORIGINALS AND 3-COPIES) SHOWING GROSS/NET SHIPPED WEIGHT.3. COMPLETE SET (3/3) OF ?CLEAN ON BOARD? OCEAN BILL(S) OF LADING, MADE OUT TO ORDER AND BLANK ENDORSED, MARKED FREIGHT PREPAID AND NOTIFY LC OPENERS AND OPENING BANK (arranged and provided by the LC openers of their agents).4. CERTIFICATE OF ORIGIN ISSUED BY THE___________CHAMBER OF COMMERCE & INDUSTRY IN ______ (country) , 1 ORIGINAL AND 1 COPY.5. CERTIFICATE OF QUALITY & WEIGHT IN 1 ORIGINAL AND 1 COPY ISSUED BY THE SGS.6. Insurance to be covered by the buyers at their risk and cost.7. BENEFICIARY?S CERTIFIED COPY OF FAX ADVICE OR AN ELECTRONIC MEDIA (E-MAIL) SENT TO THE APPLICANT WITHIN 3 WORKING DAYS AFTER ON BOARD DATE OF B/L(S) ADVISING DETAILS OF SHIPMENT INCLUDING CONTRACT NUMBER, NAME OF COMMODITY, QUANTITY, and LOADING DATE AND APPROXIMATE INVOICE VALUE. Special Conditions in the L/C:Red Clause has to be incorporated in the Letter of Credit, authorizing the negotiating Bank in (Beneficiary?s country) to release full cost of the invoice value against submission of seller?s commercial invoice plus receipt(s) of warehouses where the contracted cargo is stored at the risk and cost of the DLC openers and/or the Buyers, in the event DLC openers and/or the buyers fail to arrange vessel at the loading port after receipt of formal written notice from the sellers confirming availability of the contracted cargo as per shipment schedule and/or date as mentioned in the DLC. Opening Bank of the DLC has to release required funds to the beneficiary on account of storage cost plus insurance plus labor cost plus any other incidental charges on the contracted cargo, until the cargo is lifted from the seller?s warehouse(s) situated in (complete address of warehouse(s) the seller?s country).2. All banking charges including amendment charges, if any, are at the cost of the DLC openers.3. All documents for final payment must be presented to negotiation bank within 21 days of shipment date but in any event not later than the expiry date of the Letter of Credit.4. A tolerance of 5 percent more or less on credit amount and quantity is acceptable.5. Partial shipments and Transshipment allowed;6. Un-restricted for negotiations;7. Shipment Validity minimum 6-weeks from the date of receipt of an operative and workable documentary letter of credit received at the counter of the seller?s Bank8. Expiry minimum 9-weeks from the date of receipt of an operative and workable documentary letter of credit received at the counter of the seller?s Bank.9. Stale and Third Party?s Bill(s) of Lading and other shipping documents are acceptable;10. Negotiating Bank must be authorized to claim 100% payment within 24-hours from the date of negotiation of the documents under the LC. Negotiating Bank shall claim reimbursement via telegraphic transfer directly from the opening Bank?s account.11. Shipments either by Break-Bulk (shipload) and/or by Containerized Vessel(s) shall be arranged and organized by the LC openers or their agents, while charter party has to be signed with the shipping company in consultations with the sellers, in writing. Notice of readiness, loading rate per WWDSHEEU at the loading port, demurrage rate and dispatch money has to be confirmed from sellers before signing the charter party with the shipping owners or their agents.Certificates:1. Inspection of quality, packing, weight, at the loading port, from SGS (country of sellers) shall be arranged, at seller?s cost.3. Phytosanitary Certificate issued from a recognized Government Body in (Seller?s country).CLAUSE 10: ADVICE OF SHIPMENTThe Seller shall, upon completion of loading, advice buyer within 3 working days by fax or email, indicating the name of commodity, Contract Number and LC Number, name of vessel, ETA date, Bill(s) of Lading Number and Date, and shipped weight as mentioned in the Bills of Lading, at the loading port. CLAUSE 11: INSURANCE:Shipments based at FOB or C&F: To be covered by the Buyers at their risk and cost. CIF shipments: Marine Inurance shall be arranged by the Sellers from Pakistan port to Port of Discharge, 100% Invoice value + 10%. CLAUSE 12: FORCE MAJEUREIf and any time during the existence of this contract either party is unable to perform whole or in part any obligation under this contract because of war, hostility, military operation of any character, civil commotions, sabotage, quarantine restriction, acts of Government, fire, floods, explosions, epidemics, strikes or other labor trouble, embargoes, then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative.Certificate issued by a Chamber of Commerce or any other competent authority connected with the cause in the country of the seller or the buyer shall be sufficient proof of the existence of the circumstances for non-performance of the contract.Any change in Government?s policy of the exporting country including imposing and/or increase in taxes, and other charges plus charges at port of loading, increase in inland transportation cost, or any other reason due to which performance under the contact from the sellers is not possible then the sellers and the buyers will re-negotiate the terms between them. Buyer shall be responsible for obtaining any import license and / or quotas required at final destination and failure to obtain such license and / or quotas shall not constitute force majeure.CLAUSE 13: ARBITRATIONAll disputes arising from the present contract that cannot be resolved within 30days between the sellers and the buyers, then the dispute shall be finally settled under the rules of conciliation and Arbitration of the International Chamber of Commerce, in London. There shall be one or more Arbitrators in accordance with the said rules. The decision will be binding and conclusive. All the proceeding of the arbitration shall be conducted in English.CLAUSE 14: LANGUAGEAll written communication relevant to this contract will be using the English language.CLAUSE 15: AMENDMENT OF THE CONTRACTAny amendment or modification to this contract shall be made in writing subject to confirmation by both of contract parties (Seller and Buyer). CLAUSE 16: INCOTERMSFor all terms and conditions not covered by above, INCOTERMS 2000 and any further additions or amendments shall apply. CLAUSE 17: NON CIRCUMVENTION AND NON DISCLOSUREThe parties agree not to circumvent each other and not to contact any person or organization with which they were brought in contact with or whose name and address the other party has disclosed to them directly without the consent of the other party. CLAUSE 18: DURATION OF CONTRACTUnless sooner terminated as provided hereinafter this Contract shall be in effect from the date of signature and stamp until the Contract has been complete fulfilled. CLAUSE 19 BANKINGBUYER?S Bank details :Name of BankAddressAccount HolderAccount No.Swift CodeBank Telephone NoBank Fax No.Account Officer Name :SELLER?S BANK DETAILSName of Bank: ANY FIRST CLASS SCHEDULED BANKAddress:Account Holder : TO BE ADVISED LATERAccount No. : TO BE ADVISED LATERSwift Code : TO BE ADVISED LATERFor and on behalf of Seller: For and on behalf of BuyersSIGNED BY SELLER: SIGNED BY BUYER GRW an Ethos Entity Co / Ray Porter / President