SALES CONTRACT AGREEMENT
Please note that the template below includes a SPA and FPA combined, but in many cases you will have to get seller to sign a separate FPA that the buyer is not a party to said FPA.
Sales Contract Agreement ( xxxxxxxxxxxxxxxxxxx)This Sales and Purchase Agreement for xxxxxxxxxxxxxxxxxxxxxxxxxxx entered into;BETWEEN:Hereinafter referred as “The Buyer”Ms./Mr. :Registered number :Address :GSTN :City :Country :Telephone :Fax :Cell : -Email :Represented by :Signatory/Position : DIRECTORAND:Hereinafter referred as “The Seller”Company name :Other Trading name :Registered number :Company status :Address :City :Province :Country :Postal Code :Telephone :Fax :Email :Represented by :Signatory/Position :al Counsel : --SCOPE OF AGREEMENTWHEREAS the BUYER and SELLER hereto, each with full corporate authority, certify, represents and warrants that each can fulfill the requirements of this agreement and respectively provide the products and the funds referred to herein, in time and under the terms agreed to hereafter; AND WHEREAS the BUYER hereby agrees and makes an irrevocable firm contract to purchase XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXWHEREAS the BUYER and SELLER hereby agree that a successful completion of the full transaction will activate this contract. WHEREAS the SELLER and the BUYER both agree to finalize this contract under the terms and conditions; and the product offered for sale is subject only to the terms and conditions contained in this contract and strictly confidential between the BUYER and the SELLER and it is therefore agreed as follows:A. The Seller, under full authority and responsibility, represents that they have cleared and qualified rights and ability to sell the XXXXXXXXXXXXXXXXXXThe Buyer, under full corporate authority and responsibility represents that he has the full financial capability to purchase XXXXXXXXXXXXXXXXXXXXXXX This agreement is -Transferable by both/any of the parties.1. COMMODITY AND SPECIFICATIONS•
o COMMODITY•
o SPECIFICATIONS• XXXXXXXXXXXXXXXXXXXXXXXXXX2. QUANTITY AND DELIVERY2.1 QUANTITYXXXXXXXXXXXXXXXXXX with prices XXXXXXXXX U.S Dollars per Mt ton FOB xxxxxxxxxxxxxx, xxxxxxxxxxxxxxx or CIF …………………….port, which is from the agreed contractual quantity. The shipment shall be delivered upon quality and satisfactory payment settlement to the Seller.2.2 DELIVERYThe Buyer shall take delivery of the products sold hereunder Cost Insurance & Freight at the Port CIF as Inco terms 2020 shipment basis. The cargo shall be delivered xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx2.2.1 The Seller shall deliver as per this contract once the conditions are satisfied. The Seller shall start the delivery of the consignment upon signing the contract in accordance with the procedures, terms and specification hereto. Buyer and Seller will observe all the provisions included in the delivery of the Goods herein delivery Schedule.2.2.2 Should the quality and quantity of the product NOT conform to the specification; the Buyer can either reject the product or render the contract null and void.2.2.3 The delivery shall be made by seller own means of transport to the Port of loading.2.2.4 The Seller shall notify the Buyer of the pickup time of each transport; in return the Buyer should acknowledge the receipt of the same.2.2.5 The goods stay at all time the property of the Seller and shall only be released to the Buyer once the Contracted Price is paid in full to the Seller.Loading Port: xxxxxxxxxxxxxxxxxxxxxUnloading Port: xxxxxxxxxxxxxxxDelivery dates: xxxxxxxxxxxxxxxxxxxxx from the date the payment is confirmed2.3 DELIVERY SCHEDULEShipment of xxxxxxxxxxxx within xxxxxxxxxxDays to xxxxxxxxxxx Port .Free on Board of Seller’s vessel.3. PRICES ADJUSTMENT.The Products shall be sold by the Seller at prices shown on a price list furnished by the Seller to the Buyer.3.1. Quantity xxxxxxxxxxxxx3.2. Price :xxxxxxxxx US$ per ton xxxxxxxxxxxxxxxxxxxxxxxxxxPayment for Regulations: xxxxxxxxxxxxxxx3.4. Price is fixed for each shipment and may change if agreed by buyer and seller.4. SHIPMENT TERMBuyer shall provide the shipment as scheduled. Ships must be of one deck only, without discharging maneuvering on board, no obstructions on deck, type bulk carrier certified by Lloyd’s Registry of Shipping or equivalent 50K – 150K TPM with maximum dimensions of 300X4 meters.4.1 Shipment method will be ocean way. Buyer’s freight forwarder shall arrive Tanjung Perak port once seller inform readiness to load on port.4.2 Buyer shall compensate all port late payment charges if buyer’s freight forwarded arrive late than the mutually agreed date.5. PAYMENT5.1 The payment will be done xxxxxxxxxxxxxxxxxxxxxxx as copy documents. Seller to refer to Annex 1 for payment of commission to GRW agents for facilitating the trading process6. NOTICEAny and all notices required to be given by one party to the other party to this Agreement shall be in writing and by posting the same by certified/recorded through GRW Agent from both seller and buyer as stated below :GRW Agent representing Buyer : xxxxxxxxxxxxxxxxxxxxxxxGRW Agent representing Seller : xxxxxxxxxxxxxxxxxxxxxxxx7. RIGHT OF INSPECTIONBuyer shall have the right to inspect the goods on arrival at port and buyer must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in details. The failure of buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.8. DOCUMENTSEach shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegates arrive at the port of loading.8.1 Seller signed packing list - 3 copies. (Original will be given through DHL after full payment)8.2 Seller signed Commercial Invoice - 3 copies. (Original will be given through DHL after full payment)8.3 Certificate of Origin issued by government – Copy (Original will be given through DHL after full payment)8.4 Certificate of Phytosanitary – Copy (Original will be given through DHL after full payment)9. RISK OF LOSSThe risk of loss from any casualty to the goods, regardless of the cause shall be on the seller until the goods have been accepted by the buyer.10. INSURANCE COVERAGEInsurance on the goods stores including goods prepared for or in course of processing will be covered by the Seller only to the extent agreed to in writing with the Buyer from time to time. Insurance will be paid by the seller during loading.11. TAXES AND DUTIES.All export duties, taxes, levies, etc., now or hereafter imposed or eligible on this contract or goods therein mentioned in country of origin, shall be borne by the seller.All import duties, taxes, levies, etc., present or future, in country of destination, shall be borne by the Buyer.12. WARRANTY OF TITLE.Seller confirms and warrants that the product to be sold herein shall be free and clear of any and all Liens and/or encumbrances and Seller states that the product is not of terrorist and/or criminal origin.13. WARRANTY OF NO ENCUMBRANCES.Seller warrants that the goods are now free at the time of delivery, shall be free from any security interest or other lien or encumbrance. The goods can be lifted without restrictions anywhere in the world.14. APPLICABLE LAW AND JURISDICTION.Any action or legal proceeding related to this Agreement shall be adjudicated under the laws and venue of the ICC. Should either party not perform exactly within the terms and conditions of this Agreement, the other party shall give notice regarding the non-performance, whereupon the non-performing party must comply with their obligations within Seven (7) Days or this Agreement shall be canceled without further notice. This Agreement shall be governed by the Uniform Commercial Code as interpreted by the Federal laws and courts under the interpretation of the INTERNATIONAL CHAMBER OF COMMERCE (ICC)Any disputes arising out of, or in context with this Agreement or related to any agreement concluded as a result of this Agreement shall be settled by Arbitration. The seat of the arbitration tribunal shall be under the rule of conciliation and arbitration of the International Chamber of Commerce Court of Arbitration, and the English language shall be the language of the contract and proceedings.15. PROHIBITION.In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act done by or on behalf of the government of the country of origin or of the territory where the port or ports of shipment named herein is/are situate, restricting export, whether partially 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 fulfillment whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefore and, if required, Sellers must produce proof to justify the cancellation.16. EMAIL COPIES AND COMMUNICATIONSThis Agreement shall be accepted to be legal and binding by both parties if executed and sent by email direct to the parties concerned at the numbers/email contained within this Agreement.17. FORCE MAJEUREThe parties hereto shall not be held liable for any failure to perform under the “Force Majeure” clause as regulated by the International Chamber of Commerce, which clauses are deemed to be incorporated herein.17.1 Both sides in this contract will be exonerated from their obligations in case of force Majeure event. Force Majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.17.2 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties’ exoneration from contractual obligations under Force Majeure event makes such notice impossible.17.3 The performance of either party’s obligation will be such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.17.4 Should the delay caused by a Force Majeure event last than 1 (one) month the sides will attempt to agree measure to allow contract to continue. Should such an agreement not to be reachedwithin 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.18. SEVERABILITYIf any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.19. BINDING AUTHORITIESThis Agreement is binding upon the parties hereto, their assigns and successors and is signed with full authority to act.20. TOTAL AGREEMENTSThis Agreement supersedes any and all prior agreements and represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.21. SIGNATORIESEach of the parties hereto confirms, under penalty of perjury, that each has full legal and lawful authority to execute this contract and therefore all terms and conditions shall be fully binding. The parties have entered into this Contract in good faith and each shall use its best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein. A copy of this Agreement shall be deemed legally binding as being fully executed in accordance to the parties herein and to include their heirs, executives, administrators and assignees.22. NON-CIRCUMVENTION AGREEMENTThe parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement at any time without the prior written permission of the other party. The parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall disclose such only to named parties pursuant to express written permission of the party that introduced the source. The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any party involved in any of the transactions the parties are desirous of entering into and to the best of their ability, assure each other that the original transaction codes established will not be altered or changed.Whereas, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and in co-operation with one another and with third parties for their mutual benefit. The documents which are going to follow this agreement as per contract terms and conditions, contained in such documents will not be passed, under any circumstance, on to another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent or the party(s) providing such information.23. EXECUTION OF THIS AGREEMENTThe terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller via Email facilitated by GRW agent. Said executed email shall be binding and initiates and concludes the legal liabilities between Buyer and Seller of this contract signing below, both parties abide by their corporate and legal responsibility, and execute this contract under full penalty of Perjury.24. NON-BUSINESS DAYS.Saturdays, Sundays and the officially recognized and/or legal holidays of the respective countries and any days which seller may declare as non-business days for specific purposes, shall be non-business days. Should the time limit for doing any act or giving any notice expire on a non-business day, the time so limited shall be extended until the first business day thereafter. The period of shipment shall not be affected by this clause25. DEFAULT.In default of fulfillment of contract by either party, the following provisions shall apply;25.1 The party other than the defaulter shall, at their discretion have the right, after givingnotice by letter, email, telegram or telex to the defaulter to sell or purchase, as thecase may be, against the defaulter, and such sale or purchase shall establish thedefault price.25.2 If either party be dissatisfied with such default price or if the right at (25.1) above isnot exercised and damages cannot be mutually agreed, then the assessment ofdamages shall be settled by arbitration.25.3 The damages payable shall be based on the difference between the contract price and either the default price established under (25.1) above or upon the actual or estimated value of the goods, on the date of default, established under (25.2) above.25.4 In all cases damages shall, in addition, include any proven additional expenses which would directly and naturally result in the ordinary course of events from the defaulter's breach of contract, but shall in no case include loss of profit on any sub-contracts made by the party defaulted against or others unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole and absolute discretion think fit.25.5 Damages, if any, shall be computed on the quantity appropriated if any but, if no such quantity has been appropriated then on the mean contract quantity, and any option available to either party shall be deemed to have been exercised accordingly in favor of the mean contract quantity.25.6 Default may be declared by Sellers at any time after expiry of the contract period, and the default date shall then be the first business day after the date of Sellers' advice to their Buyers.If default has not already been declared then (notwithstanding the provisions stated inthe Appropriation Clause) if notice of appropriation is not passed by the 10thconsecutive day after the last day for appropriation laid down in the contract, wherethe Appropriation Clause provides for 7 or more days for dispatch of the appropriation,or if notice of appropriation is not passed by the 4th business day after the last day forappropriation laid down in the contract where the Appropriation Clause provides forless than 7 days for dispatch of the appropriation, the Sellers shall be deemed to be indefault, and the default date shall then be the first business day thereafter.26. BANKS RULE.26.1 Both buyer and seller permit their Banks to contact each other in case buyer fails to pay off after shipment has been delivered bank of seller reserve the rights to contact sellers bank and bank of seller reserve the full right to pay off seller.26.2 Bank of seller reverse the right to return buyers money from seller’s bank account without any further notification in case seller fails to deliver goods on time or breaches contract along the line. In case seller fails upon contact from buyer’s bank with relevant proof that seller failed to supply, sellers bank immediately refund buyer from sellers accountSELLERS USD BANKING DETAILS:FOR TT PAYMENTAccount Name: xxxxxxxxxxxxxxxxxxBank name: xxxxxxxxxxxxxxxxxxxxxxAddress : xxxxxxxxxxxxxxxxxxxSwift code : xxxxxxxxxxxxxxxxxxA/C No.: xxxxxxxxxxxxxxxxxxxxxxxxIN WITNESS WEREOF, has caused it to be executed on the date indicated.SELLER BUYER
REPRESENTED AND WITNESSED BY : REPRESENTED AND WITNESSED BY :GRW AGENT GRW AGENT
(GRW AGENCY READ THE ABOVE VERY CAREFULLY AND ADJUST TO FIT YOUR PRODUCT SITUATION.. PLEASE TRY TO GET THE SELLER TO USE THIS CONTRACT TEMPLATE).
ANNEX 1Irrevocable Fee Protection Agreement (IFPA)Agreement No. xxxxxxxxxxxxxThis Agreement is between Seller and GRW Agents Only.Seller Company :Seller Name : xxxxxxxxxxxxxxxxxxCompany Address : xxxxxxxxxxxxxSeller’s GRW Agent : xxxxxxxxxxxxxxxxxGRW Agent Code : xxxxxxxxxxxGRW Agent Country : xxxxxxxxxxxxxxxxBuyer’s GRW Agent : xxxxxxxxxxxxGRW Agent Code : xxxxxxxxxxxxGRW Agent Country : xxxxxxxxxxxxxxxxxxARTICLE 1-AGREEMENT TO HONOUR COMMISSIONSCommission/fees compensation or remuneration agreed to be paid as part of transaction covering the “parties” to this agreement, shall be agreed upon as USD $xxxxxxx/mt in USD and to be wired within 3 days after seller receives the funds.The seller of xxxxxxxxxxxxxxxxxxxx hereby undertakes to irrevocably and unconditionally agrees and guarantees to honor and respect all such fees arrangements made as part of a commission transaction without protest nor delay.[[PASTING TABLES IS NOT SUPPORTED]](Note: If there are different parties to be paid, then their data would be added like the above, but it is highly recommended one PAYMASTER to be used for the seller responsible for payment to only have to pay one party, and said PAYMASTER will pay any other parties by bank wire, minus bank wire service fee.)ARTICLE 2 – AGREEMENT TO INFORMIn specific deals where one of the parties acting as an agent allows the buyers or buyers mandate, and the seller to deal directly with one- another. The agent shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and the seller. All facilitators are to receive copies of the bank payment instrument, any amendments to payment instrument, shipment and delivery documents, Phyto Cert , Certificate of origin and supporting documents on the transaction. Each facilitator is to separately receive copy of the wire transmittal document for their respective commission on each and every shipment made for the buyer specified herein.ARTICLE 3 – TERMThis agreement shall be valid for 18 Months commencing from the date of this agreement. This agreement has an option to renew for a further period of one (1) year subject to and upon the terms and conditions agreed between both parties. This agreement shall apply to:3.1 all transactions originated during the term of the agreement.3.2 all subsequent transactions that are follow-up, repeat, extended or re-negotiated transaction or transactions originated during the term of this agreement.ARTICLE 4 – ARBITRATIONAll disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the international chamber of commerce by one or more arbitrators appoint3d in accordance with the said rules. Every award be binding on the parties and enforceable at lawARTICLE 5 – AGREE AND ATTESTEDEach representative signing below guarantees that he/she is duly empowered by his/her retrospectively names company to enter into and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a corporate body.All xxxxxxxxxx parties involving Seller , GRW Agent xxxxxxxx and GRW Agent xxxxxx acknowledge and agreed with full obligation to this Sale Purchase Agreement and Fee Protection Agreement. (note that the parties involved may not all be GRW Agencies and therefore form should of course be adjusted to reflect whom the parties are)SELLER
GRW AGENT (xxxxxxxxxxxxxx )
SELLER OF THE PRODUCT(S)- ( )
GRW AGENCY PLEASE READ ABOVE WORD FOR WORD AND ADJUST TO FIT YOUR SITUATION FOR THE PRODUCT AND DETAILS ETC..
Sales Contract Agreement ( xxxxxxxxxxxxxxxxxxx)This Sales and Purchase Agreement for xxxxxxxxxxxxxxxxxxxxxxxxxxx entered into;BETWEEN:Hereinafter referred as “The Buyer”Ms./Mr. :Registered number :Address :GSTN :City :Country :Telephone :Fax :Cell : -Email :Represented by :Signatory/Position : DIRECTORAND:Hereinafter referred as “The Seller”Company name :Other Trading name :Registered number :Company status :Address :City :Province :Country :Postal Code :Telephone :Fax :Email :Represented by :Signatory/Position :al Counsel : --SCOPE OF AGREEMENTWHEREAS the BUYER and SELLER hereto, each with full corporate authority, certify, represents and warrants that each can fulfill the requirements of this agreement and respectively provide the products and the funds referred to herein, in time and under the terms agreed to hereafter; AND WHEREAS the BUYER hereby agrees and makes an irrevocable firm contract to purchase XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXWHEREAS the BUYER and SELLER hereby agree that a successful completion of the full transaction will activate this contract. WHEREAS the SELLER and the BUYER both agree to finalize this contract under the terms and conditions; and the product offered for sale is subject only to the terms and conditions contained in this contract and strictly confidential between the BUYER and the SELLER and it is therefore agreed as follows:A. The Seller, under full authority and responsibility, represents that they have cleared and qualified rights and ability to sell the XXXXXXXXXXXXXXXXXXThe Buyer, under full corporate authority and responsibility represents that he has the full financial capability to purchase XXXXXXXXXXXXXXXXXXXXXXX This agreement is -Transferable by both/any of the parties.1. COMMODITY AND SPECIFICATIONS•
o COMMODITY•
o SPECIFICATIONS• XXXXXXXXXXXXXXXXXXXXXXXXXX2. QUANTITY AND DELIVERY2.1 QUANTITYXXXXXXXXXXXXXXXXXX with prices XXXXXXXXX U.S Dollars per Mt ton FOB xxxxxxxxxxxxxx, xxxxxxxxxxxxxxx or CIF …………………….port, which is from the agreed contractual quantity. The shipment shall be delivered upon quality and satisfactory payment settlement to the Seller.2.2 DELIVERYThe Buyer shall take delivery of the products sold hereunder Cost Insurance & Freight at the Port CIF as Inco terms 2020 shipment basis. The cargo shall be delivered xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx2.2.1 The Seller shall deliver as per this contract once the conditions are satisfied. The Seller shall start the delivery of the consignment upon signing the contract in accordance with the procedures, terms and specification hereto. Buyer and Seller will observe all the provisions included in the delivery of the Goods herein delivery Schedule.2.2.2 Should the quality and quantity of the product NOT conform to the specification; the Buyer can either reject the product or render the contract null and void.2.2.3 The delivery shall be made by seller own means of transport to the Port of loading.2.2.4 The Seller shall notify the Buyer of the pickup time of each transport; in return the Buyer should acknowledge the receipt of the same.2.2.5 The goods stay at all time the property of the Seller and shall only be released to the Buyer once the Contracted Price is paid in full to the Seller.Loading Port: xxxxxxxxxxxxxxxxxxxxxUnloading Port: xxxxxxxxxxxxxxxDelivery dates: xxxxxxxxxxxxxxxxxxxxx from the date the payment is confirmed2.3 DELIVERY SCHEDULEShipment of xxxxxxxxxxxx within xxxxxxxxxxDays to xxxxxxxxxxx Port .Free on Board of Seller’s vessel.3. PRICES ADJUSTMENT.The Products shall be sold by the Seller at prices shown on a price list furnished by the Seller to the Buyer.3.1. Quantity xxxxxxxxxxxxx3.2. Price :xxxxxxxxx US$ per ton xxxxxxxxxxxxxxxxxxxxxxxxxxPayment for Regulations: xxxxxxxxxxxxxxx3.4. Price is fixed for each shipment and may change if agreed by buyer and seller.4. SHIPMENT TERMBuyer shall provide the shipment as scheduled. Ships must be of one deck only, without discharging maneuvering on board, no obstructions on deck, type bulk carrier certified by Lloyd’s Registry of Shipping or equivalent 50K – 150K TPM with maximum dimensions of 300X4 meters.4.1 Shipment method will be ocean way. Buyer’s freight forwarder shall arrive Tanjung Perak port once seller inform readiness to load on port.4.2 Buyer shall compensate all port late payment charges if buyer’s freight forwarded arrive late than the mutually agreed date.5. PAYMENT5.1 The payment will be done xxxxxxxxxxxxxxxxxxxxxxx as copy documents. Seller to refer to Annex 1 for payment of commission to GRW agents for facilitating the trading process6. NOTICEAny and all notices required to be given by one party to the other party to this Agreement shall be in writing and by posting the same by certified/recorded through GRW Agent from both seller and buyer as stated below :GRW Agent representing Buyer : xxxxxxxxxxxxxxxxxxxxxxxGRW Agent representing Seller : xxxxxxxxxxxxxxxxxxxxxxxx7. RIGHT OF INSPECTIONBuyer shall have the right to inspect the goods on arrival at port and buyer must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in details. The failure of buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.8. DOCUMENTSEach shipment and delivery shall be identified with all appropriate contract reference codes and numbers. Seller must provide the following documents to Buyer prior to arrival of goods or when delegates arrive at the port of loading.8.1 Seller signed packing list - 3 copies. (Original will be given through DHL after full payment)8.2 Seller signed Commercial Invoice - 3 copies. (Original will be given through DHL after full payment)8.3 Certificate of Origin issued by government – Copy (Original will be given through DHL after full payment)8.4 Certificate of Phytosanitary – Copy (Original will be given through DHL after full payment)9. RISK OF LOSSThe risk of loss from any casualty to the goods, regardless of the cause shall be on the seller until the goods have been accepted by the buyer.10. INSURANCE COVERAGEInsurance on the goods stores including goods prepared for or in course of processing will be covered by the Seller only to the extent agreed to in writing with the Buyer from time to time. Insurance will be paid by the seller during loading.11. TAXES AND DUTIES.All export duties, taxes, levies, etc., now or hereafter imposed or eligible on this contract or goods therein mentioned in country of origin, shall be borne by the seller.All import duties, taxes, levies, etc., present or future, in country of destination, shall be borne by the Buyer.12. WARRANTY OF TITLE.Seller confirms and warrants that the product to be sold herein shall be free and clear of any and all Liens and/or encumbrances and Seller states that the product is not of terrorist and/or criminal origin.13. WARRANTY OF NO ENCUMBRANCES.Seller warrants that the goods are now free at the time of delivery, shall be free from any security interest or other lien or encumbrance. The goods can be lifted without restrictions anywhere in the world.14. APPLICABLE LAW AND JURISDICTION.Any action or legal proceeding related to this Agreement shall be adjudicated under the laws and venue of the ICC. Should either party not perform exactly within the terms and conditions of this Agreement, the other party shall give notice regarding the non-performance, whereupon the non-performing party must comply with their obligations within Seven (7) Days or this Agreement shall be canceled without further notice. This Agreement shall be governed by the Uniform Commercial Code as interpreted by the Federal laws and courts under the interpretation of the INTERNATIONAL CHAMBER OF COMMERCE (ICC)Any disputes arising out of, or in context with this Agreement or related to any agreement concluded as a result of this Agreement shall be settled by Arbitration. The seat of the arbitration tribunal shall be under the rule of conciliation and arbitration of the International Chamber of Commerce Court of Arbitration, and the English language shall be the language of the contract and proceedings.15. PROHIBITION.In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act done by or on behalf of the government of the country of origin or of the territory where the port or ports of shipment named herein is/are situate, restricting export, whether partially 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 fulfillment whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefore and, if required, Sellers must produce proof to justify the cancellation.16. EMAIL COPIES AND COMMUNICATIONSThis Agreement shall be accepted to be legal and binding by both parties if executed and sent by email direct to the parties concerned at the numbers/email contained within this Agreement.17. FORCE MAJEUREThe parties hereto shall not be held liable for any failure to perform under the “Force Majeure” clause as regulated by the International Chamber of Commerce, which clauses are deemed to be incorporated herein.17.1 Both sides in this contract will be exonerated from their obligations in case of force Majeure event. Force Majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.17.2 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties’ exoneration from contractual obligations under Force Majeure event makes such notice impossible.17.3 The performance of either party’s obligation will be such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.17.4 Should the delay caused by a Force Majeure event last than 1 (one) month the sides will attempt to agree measure to allow contract to continue. Should such an agreement not to be reachedwithin 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.18. SEVERABILITYIf any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.19. BINDING AUTHORITIESThis Agreement is binding upon the parties hereto, their assigns and successors and is signed with full authority to act.20. TOTAL AGREEMENTSThis Agreement supersedes any and all prior agreements and represents the entire Agreement between the parties. No changes, alterations or substitutions shall be permitted unless the same shall be notified in writing and signed by both parties.21. SIGNATORIESEach of the parties hereto confirms, under penalty of perjury, that each has full legal and lawful authority to execute this contract and therefore all terms and conditions shall be fully binding. The parties have entered into this Contract in good faith and each shall use its best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein. A copy of this Agreement shall be deemed legally binding as being fully executed in accordance to the parties herein and to include their heirs, executives, administrators and assignees.22. NON-CIRCUMVENTION AGREEMENTThe parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement at any time without the prior written permission of the other party. The parties shall maintain complete confidentiality regarding each other’s business sources or their identities and shall disclose such only to named parties pursuant to express written permission of the party that introduced the source. The parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any party involved in any of the transactions the parties are desirous of entering into and to the best of their ability, assure each other that the original transaction codes established will not be altered or changed.Whereas, the undersigned parties are mutually desirous of doing business with respect to the arranging, selling and buying and in co-operation with one another and with third parties for their mutual benefit. The documents which are going to follow this agreement as per contract terms and conditions, contained in such documents will not be passed, under any circumstance, on to another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent or the party(s) providing such information.23. EXECUTION OF THIS AGREEMENTThe terms of this Agreement shall be Confirmed and signed by the Buyer and the Seller via Email facilitated by GRW agent. Said executed email shall be binding and initiates and concludes the legal liabilities between Buyer and Seller of this contract signing below, both parties abide by their corporate and legal responsibility, and execute this contract under full penalty of Perjury.24. NON-BUSINESS DAYS.Saturdays, Sundays and the officially recognized and/or legal holidays of the respective countries and any days which seller may declare as non-business days for specific purposes, shall be non-business days. Should the time limit for doing any act or giving any notice expire on a non-business day, the time so limited shall be extended until the first business day thereafter. The period of shipment shall not be affected by this clause25. DEFAULT.In default of fulfillment of contract by either party, the following provisions shall apply;25.1 The party other than the defaulter shall, at their discretion have the right, after givingnotice by letter, email, telegram or telex to the defaulter to sell or purchase, as thecase may be, against the defaulter, and such sale or purchase shall establish thedefault price.25.2 If either party be dissatisfied with such default price or if the right at (25.1) above isnot exercised and damages cannot be mutually agreed, then the assessment ofdamages shall be settled by arbitration.25.3 The damages payable shall be based on the difference between the contract price and either the default price established under (25.1) above or upon the actual or estimated value of the goods, on the date of default, established under (25.2) above.25.4 In all cases damages shall, in addition, include any proven additional expenses which would directly and naturally result in the ordinary course of events from the defaulter's breach of contract, but shall in no case include loss of profit on any sub-contracts made by the party defaulted against or others unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole and absolute discretion think fit.25.5 Damages, if any, shall be computed on the quantity appropriated if any but, if no such quantity has been appropriated then on the mean contract quantity, and any option available to either party shall be deemed to have been exercised accordingly in favor of the mean contract quantity.25.6 Default may be declared by Sellers at any time after expiry of the contract period, and the default date shall then be the first business day after the date of Sellers' advice to their Buyers.If default has not already been declared then (notwithstanding the provisions stated inthe Appropriation Clause) if notice of appropriation is not passed by the 10thconsecutive day after the last day for appropriation laid down in the contract, wherethe Appropriation Clause provides for 7 or more days for dispatch of the appropriation,or if notice of appropriation is not passed by the 4th business day after the last day forappropriation laid down in the contract where the Appropriation Clause provides forless than 7 days for dispatch of the appropriation, the Sellers shall be deemed to be indefault, and the default date shall then be the first business day thereafter.26. BANKS RULE.26.1 Both buyer and seller permit their Banks to contact each other in case buyer fails to pay off after shipment has been delivered bank of seller reserve the rights to contact sellers bank and bank of seller reserve the full right to pay off seller.26.2 Bank of seller reverse the right to return buyers money from seller’s bank account without any further notification in case seller fails to deliver goods on time or breaches contract along the line. In case seller fails upon contact from buyer’s bank with relevant proof that seller failed to supply, sellers bank immediately refund buyer from sellers accountSELLERS USD BANKING DETAILS:FOR TT PAYMENTAccount Name: xxxxxxxxxxxxxxxxxxBank name: xxxxxxxxxxxxxxxxxxxxxxAddress : xxxxxxxxxxxxxxxxxxxSwift code : xxxxxxxxxxxxxxxxxxA/C No.: xxxxxxxxxxxxxxxxxxxxxxxxIN WITNESS WEREOF, has caused it to be executed on the date indicated.SELLER BUYER
REPRESENTED AND WITNESSED BY : REPRESENTED AND WITNESSED BY :GRW AGENT GRW AGENT
(GRW AGENCY READ THE ABOVE VERY CAREFULLY AND ADJUST TO FIT YOUR PRODUCT SITUATION.. PLEASE TRY TO GET THE SELLER TO USE THIS CONTRACT TEMPLATE).
ANNEX 1Irrevocable Fee Protection Agreement (IFPA)Agreement No. xxxxxxxxxxxxxThis Agreement is between Seller and GRW Agents Only.Seller Company :Seller Name : xxxxxxxxxxxxxxxxxxCompany Address : xxxxxxxxxxxxxSeller’s GRW Agent : xxxxxxxxxxxxxxxxxGRW Agent Code : xxxxxxxxxxxGRW Agent Country : xxxxxxxxxxxxxxxxBuyer’s GRW Agent : xxxxxxxxxxxxGRW Agent Code : xxxxxxxxxxxxGRW Agent Country : xxxxxxxxxxxxxxxxxxARTICLE 1-AGREEMENT TO HONOUR COMMISSIONSCommission/fees compensation or remuneration agreed to be paid as part of transaction covering the “parties” to this agreement, shall be agreed upon as USD $xxxxxxx/mt in USD and to be wired within 3 days after seller receives the funds.The seller of xxxxxxxxxxxxxxxxxxxx hereby undertakes to irrevocably and unconditionally agrees and guarantees to honor and respect all such fees arrangements made as part of a commission transaction without protest nor delay.[[PASTING TABLES IS NOT SUPPORTED]](Note: If there are different parties to be paid, then their data would be added like the above, but it is highly recommended one PAYMASTER to be used for the seller responsible for payment to only have to pay one party, and said PAYMASTER will pay any other parties by bank wire, minus bank wire service fee.)ARTICLE 2 – AGREEMENT TO INFORMIn specific deals where one of the parties acting as an agent allows the buyers or buyers mandate, and the seller to deal directly with one- another. The agent shall be informed of the development of the transactions by receiving copies of the correspondence made between the buyer or buyer’s mandate and the seller. All facilitators are to receive copies of the bank payment instrument, any amendments to payment instrument, shipment and delivery documents, Phyto Cert , Certificate of origin and supporting documents on the transaction. Each facilitator is to separately receive copy of the wire transmittal document for their respective commission on each and every shipment made for the buyer specified herein.ARTICLE 3 – TERMThis agreement shall be valid for 18 Months commencing from the date of this agreement. This agreement has an option to renew for a further period of one (1) year subject to and upon the terms and conditions agreed between both parties. This agreement shall apply to:3.1 all transactions originated during the term of the agreement.3.2 all subsequent transactions that are follow-up, repeat, extended or re-negotiated transaction or transactions originated during the term of this agreement.ARTICLE 4 – ARBITRATIONAll disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the international chamber of commerce by one or more arbitrators appoint3d in accordance with the said rules. Every award be binding on the parties and enforceable at lawARTICLE 5 – AGREE AND ATTESTEDEach representative signing below guarantees that he/she is duly empowered by his/her retrospectively names company to enter into and be bound by the commitments and obligations contained herein either as individual, corporate body or on behalf of a corporate body.All xxxxxxxxxx parties involving Seller , GRW Agent xxxxxxxx and GRW Agent xxxxxx acknowledge and agreed with full obligation to this Sale Purchase Agreement and Fee Protection Agreement. (note that the parties involved may not all be GRW Agencies and therefore form should of course be adjusted to reflect whom the parties are)SELLER
GRW AGENT (xxxxxxxxxxxxxx )
SELLER OF THE PRODUCT(S)- ( )
GRW AGENCY PLEASE READ ABOVE WORD FOR WORD AND ADJUST TO FIT YOUR SITUATION FOR THE PRODUCT AND DETAILS ETC..