Urea draft contract 1200 k mt lc bg(sblc) (2)

SALES AND PURCHASE CONTRACT FOR UREA N-46
Seller’s Code: 100__J Buyer’s Code: _______
CONTRACT of: 100__J/Nov-12

Attention:
This draft agreement is changeable and negotiable
This file is in mode of change only!
Please fill your changes and return a kept file for signing!

SALE AND PURCHASE AGREEMENT NUMBER: 100__J/Nov-12
THIS CONTRACT IS FOR THE PURCHASE AND SALE OF UREA 46 AND IS NOT TO
BE CIRCULATED AND IS ONLY FOR THE PURPOSE OF THIS TRANSACTION.
THIS AGREEMENT IS MADE AND ENTERED INTO ON THIS DAY OF 22 NOVEMBER 2012
BY AND BETWEEN:
SELLER
COMPANY:
REPRESENTED BY:
REGISTERED ADDRESS:
DIRECT PHONE:
FAX:
E-MAILS:

BUYER
COMPANY:
REPRESENTED BY:
REGISTERED ADDRESS:
DIRECT PHONE:
FAX:
E-MAILS:

WHEREAS THE SELLER NAMED ABOVE AGREES TO SELL AND HEREBY MAKES AN
IRREVOCABLE FIRM COMMITMENT UNDER PENALTY OF PERJURY TO SELL AND
DELIVER 1.200.000 (ONE MILLION TWO HUNDRED THOUSAND) METRIC TONS OF UREA
N46 FERTILIZER AGRICULTURAL GRADE AS PER GOST 2081-92 B, AND FURTHERMORE
HEREBY WARRANTS THAT HE CAN FULFIL THE REQUIREMENTS OF THIS AGREEMENT
AND PROVIDE THE PRODUCT HEREIN AS PER THE DELIVERY SCHEDULE AGREED
UPON BY THE SIGNATORIES HEREINAFTER AND
AND
WHEREAS THE BUYER HEREBY AGREES AND MAKES AN IRREVOCABLE FIRM
COMMITMENT UNDER PENALTY OF PERJURY TO BUY AND RECEIVE 1.200.000 (ONE
MILLION TWO HUNDRED THOUSAND) METRIC TONS OF UREA N46 FERTILIZER WITHIN
TWELVE MONTHS TIME PERIOD FROM THE DATE OF SIGNING THIS CONTRACT
THEN
THE SELLER AND THE BUYER JOINTLY AGREE TO HONOUR THIS CONTRACT UNDER
THE FOLLOWING TERMS AND CONDITIONS TO BUY AND RECEIVE 1.200.000 (ONE
MILLION TWO HUNDRED THOUSAND) METRIC TONS OF UREA N46 FERTILIZER WITHIN
TWELVE MONTHS TIME PERIOD FROM THE DATE OF SIGNING THIS CONTRACT
THEN
THE SELLER AND THE BUYER JOINTLY AGREE TO HONOUR THIS CONTRACT UNDER

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Seller’s initials Buyer’s initials:


THE FOLLOWING TERMS AND CONDITIONS

SECTION 01. PRODUCT ORIGIN, QUALITY SPECIFICATIONS AND QUANTITY

CLAUSE 01.01. ORIGIN

01.1. THE ORIGIN OF THE UREA N46 SHALL BE CIS OR UKRAINE/RUSSIA AT
SELLER’S OPTION.

CLAUSE 01.02. PRODUCT QUALITY AND SPECIFICATIONS

Nitrogen % 46 min
Moisture % 0.5 max
Biuret % 1.0 max by Weight
Melting point 132 degree C°
Colour Pure White
Radiation Certified non Radioactive
Granulation % 1-4mm >90%
Fisher method % 0.3% max Dryer
Method of drying Friability 100
Anti caking agent % 0.5% max
Floatability in Water Sink and Mixes
Boiling Point Decomposes Before Boiling
Lesser than 2mm % 3%
Free ammonia 160 Pxt Ppm max
Physical State Solid @ 20°C, 101 KPA White Granules
Specific Gravity Solid @ 20°C, -1,335 T/MI

CLAUSE 01.03. PRODUCT PACKING

03.1. BULK – 1 200 000MT

CLAUSE 01.04. CONTRACTED QUANTITY

04.1. THE TOTAL CONTRACTED QUANTITY SOLD BY THE SELLER AND PURCHASED
BY THE BUYER SHALL BE 1.200.000 METRIC TONS (ONE MILLION TWO
HUNDRED THOUSAND) METRIC TONS OF UREA N46 FERTILIZER, +/- 5% (FIVE
PERCENT) FOR SHIPPING PURPOSES.

SECTION 02. DESTINATION AND DELIVERY

CLAUSE 02.01. DESTINATION

01.1. DESTINATION SHALL BE ANY SAFE PORT (MUST BE NON-USA SANCTIONED
PORT) WITH 2 APPROPRIATE PERMITS AND LICENSES (SEE ARTICLE 26
TERMS AND DEFINITIONS), WHERE: CIF PORT INDIA

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01.2. BUYERS GUARANTEE TO ARRANGE A BERTH WHERE A VESSEL WITH
MAXIMUM ARRIVAL DRAFT AND MAXIMUM L.O.A. AND MAXIMUM BEAM MAY
SAFELY APPROACH, LIE AT, DISCHARGE CARGO, AND SAFELY DEPART
THEREFROM, ALWAYS SAFELY AFLOAT
01.3. THE DISCHARGE PORT IS IN BUYER'S OPTION
01.4. THE ETA OF THE VESSELS AT THE DISCHARGE PORT WILL BE ADVISED TO
THE BUYER AT REGULAR INTERVALS AS PROVIDED FOR IN THE GOVERNING
CHARTER PARTY FOR EACH VOYAGE.

CLAUSE 02.02. BASIS OF DELIVERY

02.1. THE RESPONSIBILITIES OF SELLER AND BUYER UNDER THIS CONTRACT WILL
BE GOVERNED BY INCOTERMS 2010 ON THE BASIS OF CIF FREE OUT (COST,
INSURANCE AND FREIGHT).
02.2. THE CONTRACTED QUANTITY SHALL BE DELIVERED IN MONTHLY QUANTITIES
OF A MAXIMUM OF 150.000 METRIC TONS, 5 PERCENT MORE OR LESS
HOWEVER THE FIRST SHIPMENT WILL BE OF 12.500 MT IN ORDER TO COMPLY
WITH THE SCHEDULE OF DELIVERIES AGREED UPON BY BOTH PARTIES
02.3. THE MINIMUM QUANTITY PER SHIPMENT WILL BE 12.500 METRIC TONS AND A
MAXIMUM OF 50,000 METRIC TONS, 5 PERCENT MORE OR LESS IN SELLER'S
OPTION.

CLAUSE 02.03. LIFTING SCHEDULE

03.1. FIRST SHIPMENT WILL BE IN 1 (ONE) LOT OF X 12.500/25.000 MTONS 5
PERCENT MORE OR LESS, WITHIN 30-45 DAYS AFTER RECEIPT OF THE FIRST
PAYMENT BY THE SELLER'S BANK UNCONDITIONALLY.
03.2. SECOND AND SUBSEQUENT SHIPMENTS WILL FOLLOW AT APPROXIMATELY
30 DAY INTERVALS FROM THE DATE OF SAILING OF THE FIRST LOADED
VESSEL AND PAYMENT WILL BE THROUGH THE FIRST PAYMENT.
03.3. PORT OF LOADING: ANY RUSSIAN OR UKRAINIAN PORT IN SELLER'S OPTION

CLAUSE 02.04. VESSEL'S NOMINATION AND CONFIRMATION

04.1. UNDER THE C.I.F.TERMS OF INCOTERMS 2010, THE SELLER MUST CHARTER
THE NECESSARY VESSEL (S) FOR TRANSPORT OF THE CONTRACTED GOODS.
04.2. PRIOR TO VESSEL'S ARRIVAL AT PORT OF LOADING, THE SELLER WILL
ADVISE THE BUYER OF THE FOLLOWING DETAILS OF THE VESSEL (S): NAME
/OR SUBSTITUTE, FLAG, DWT, QUANTITY OF CARGO TO BE LOADED, MAXIMUM
ESTIMATED ARRIVAL DRAFT AT DISCHARGING PORT:(ADDENDUM1)
04.3. THE BUYER MUST ACCEPT, IN WRITING, THE VESSEL'S NOMINATION, WITHIN A
MAXIMUM OF 36 HOURS FROM THE TIME OF SELLERS NOMINATION. ANY
DELAY OVER 36 HOURS IN ACCEPTANCE OF THE NOMINATED VESSEL WILL
RESULT IN DELAY OF DELIVERIES AND MAY CAUSE OWNERS TO WITHDRAW
THE VESSEL UNDER THE CHARTER PARTY CONSEQUENTLY, THE SELLER
WILL BE EXONERATED FROM PAYMENT.
04.4. WITHIN MAXIMUM 72 HOURS FROM COMPLETION OF LOADING AND VESSEL'S
SAILING FROM LOADING PORT, THE SELLER OR HIS LOADPORT AGENTS WILL
ADVISE THE BUYER BY TELEX OR FAX OR CABLE OR E-MAIL, OF THE
FOLLOWING:
A) VESSEL'S NAME/TYPE OF VESSEL (TWEENDECKER OR SINGLEDECKER)
DEADWEIGHT/NUMBER OF HOLDS/HATCHES/GEAR OF THE VESSEL AND
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THEIR LIFTING CAPACITY AS WELL AS THEIR CAPACITY TO OPERATE
SIMULTANEOUSLY AT ALL HATCHES.
B) VESSEL'S SAILING DATE AND ESTIMATED TIME OF ARRIVAL AT
DISCHARGING PORT
C) TOTAL QUANTITY OF CARGO LOADED PER EACH HOLD AND NUMBER OF
THE BILLS OF LADING ISSUED AND BILL OF LADING QUANTITY, VESSEL'S
ARRIVAL DRAFT AT DISCHARGING PORT.
D) 03.5 ALL TAXES/DUES/EXPENSES /SUPERVISION FEES OR LEVIES AT
LOADPORT ARE FOR SELLER'S ACCOUNT AS PROVIDED FOR IN
INCOTERMS 2010 FOR C.I.F. TERMS.

CLAUSE 02.05. TERMS OF DELIVERY

05.1. THE CONTRACTED QUANTITY OF 1.200.000 (ONE MILLION TWO HUNDRED
THOUSAND) METRIC TONS WILL BE SHIPPED AND DELIVERED IN
ACCORDANCE WITH THE SCHEDULE AGREED UPON BY BOTH PARTIES.
DELIVERY MUST BE COMPLETED IN TWELVE MONTHS AFTER FIRST
SHIPMENT.
05.2. BY IT'S SEAL AND SIGNATURE ON THIS CONTRACT, THE BUYER GUARANTEES
IT HAS THE AUTHORITY AND ALL NECESSARY APPROVALS TO IMPORT THE
COMMODITY UNDER THE PRESENT CONTRACT.
05.3. THE DATE OF THE BILLS OF LADING (I.E. THE DATE OF SHIPMENT) SHALL BE
CONSIDERED THE DATE OF DELIVERY FOR THE PURPOSES OF CLAUSE 02.05,
05.1 ABOVE.
05.4. SHOULD ANY OF THE TERMS AND CONDITIONS AS DETAILED IN THE CHARTER
PARTY CONFLICT WITH THOSE IN THE PRESENT CONTRACT, THEN THE
TERMS AND CONDITIONS IN THE PRESENT CONTRACT SHALL SUPERCEDE
THE CHARTER PARTY TERMS.
05.5. ALL IMPORT EXPENSES ARE THE SOLE RESPONSIBILITY AND FOR ACCOUNT
OF THE BUYER.
05.6. THE BUYER IS RESPONSIBLE FOR THE DISCHARGING OF THE COMMODITY, AS
WELL AS FOR ALL TAXES/DUES/CHARGES/SUPERVISION/STEVEDORE FEES
INCURRED FOR DISCHARGING OF THE COMMODITY.
05.7. THE BUYER MUST NOMINATE FOR DISCHARGING SAFE PORT (S)/BERTHS AND
/OR ANCHORAGES, ALWAYS ACCESSIBLE, ALWAYS AFLOAT.

CLAUSE 02.06. VESSEL DISCHARGE

06.1. ON SAILING FROM LOADPORT, VESSEL OWNER OR MASTER IS TO ADVISE THE
BUYER OR ITS SHIPPING AGENTS AT DISCHARGING PORT : VESSEL'S NAME,
DEADWEIGHT CAPACITY, NUMBER OF HOLDS/HATCHES,GEAR OF THE
VESSEL,TOTAL QUANTITY OF CARGO LOADED PER EACH HATCH, THE
CAPACITY OF THE VESSEL TO OPERATE SIMULTANEOUSLY AT ALL
HOLDS/HATCHES, ESTIMATED TIME OF ARRIVAL AT DISCHARGE PORT.
06.2. THERAFTER, THE OWNERS/MASTER, WILL GIVE TO BUYER'S AGENTS AT
DISCHARGE PORT, 20 AND 7 DAYS APPROXIMATE AND 72/48/24 HOURS
DEFINITE NOTICES OF VESSEL'S ESTIMATED TIME OF ARRIVAL AT DISCHARGE
PORT.
06.3. LAYTIME AT DISCHARGING PORT SHALL COMMENCE AT 2 PM IF NOTICE OF
READINESS TO DISCHARGE IS GIVEN BEFORE NOON AND AT 8 A.M. NEXT
WORKING DAY IF NOTICE IS GIVEN DURING OFFICE HOURS AFTER NOON.

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06.4. IF THE VESSEL IS UNABLE TO ENTER DISCHARGING BERTH ON ARRIVAL, DUE
TO CONGESTION OR ANY OTHER REASON, THEN, THE VESSEL IS ALLOWED
TO TENDER N.O.R.(NOTICE OF READINESS) BY RADIO ON ARRIVAL AT THE
DESIGNATED WAITING BERTH OR ANCHORAGE, WHETHER IN PORT OR NOT,
WHETHER IN BERTH OR NOT, WHETHER IN FREE PRATIQUE OR NOT
WHETHER IN CUSTOMS CLEARANCE OR NOT.
06.5. MASTER HAS THE RIGHT TO TENDER THE N.O.R. EVEN BY CABLE, WHETHER
IN PORT OR NOT, WHETHER IN BERTH OR NOT, WHETHER IN FREE PRATIQUE
OR NOT, WHETHER IN CUSTOMS CLEARANCE OR NOT.
06.6. THE BUYER WILL DISCHARGE THE CARGO FREE OF RISKS AND EXPENSES TO
THE OWNERS, AT THE RATE STIPULATED IN THE CHARTER PARTY, PER
WEATHER WORKING DAY OF 24 CONSECUTIVE HOURS, SUNDAYS AND
HOLIDAYS EXCLUDED, UNLESS USED, AND IF USED, ALL ACTUALLY TIME
USED TO COUNT.
06.7. THE AVERAGE DISCHARGE RATE SHALL BE 1,500/MT FOR BAGGED PRODUCT
OR 6,000/MT FOR BULK PRODUCT PER WEATHER WORKING DAY OF TWENTY–
FOUR (24) HOURS. IF THE PORT OF DISCHARGE HAS A LOWER AVERAGE
DISCHARGE, THE DISCHARGE RATE WILL BE ADJUSTED ACCORDING TO THE
PORT’S CAPACITY. THE TIMES FROM 5.00 PM HOURS ON SATURDAY TO 08.00
HOURS ON MONDAY AND FROM 17.00 HOURS ON THE DAY PROCEEDING TO
08.00 AM HOURS ON THE DAY SUCCEEDING ANY HOLIDAY ARE EXCLUDED
EVEN IF USED.
06.8. SHOULD THE BUYER DISCHARGE THE VESSEL AT A LOWER RATE THAN THE
ABOVE AGREED RATE, THEN, THE BUYER SHALL PAY TO THE SELLER
DEMURRAGE AT THE DEMURRAGE RATE STIPULATED IN THE CHARTER
PARTY.
06.9. SHOULD THE BUYER DISCHARGE THE VESSEL AT A HIGHER RATE THAN THE
ONE AGREED ABOVE, THEN THE SELLER SHALL PAY DESPATCH MONEY TO
THE BUYER AT ONE HALF OF THE DEMURRAGE RATE FOR ALL WORKING TIME
SAVED.
06.10. IT IS AGREED THAT ANY DEMURRAGE/DESPATCH WILL BE SETTLED DIRECTLY
BETWEEN THE SELLER AND THE BUYERS WITHIN MAXIMUM 3(THREE)
INTERNATIONAL BANKING DAYS FROM RECEIPT OF OWNERS TIME SHEETS
AND SELLER'S INVOICE.
06.11. ANY SHIFTING TIME FROM FIRST TO 2ND DISCHARGING
BERTH/ANCHORAGE/LIGHTENING PLACE, TO COUNT AS LAYTIME AND
RESPECTIVE SHIFTING EXPENSES TO BE FOR BUYER'S ACCOUNTS.
06.12. IN THE EVENT LIGHTERAGE IS REQUIRED AT THE PORT OF DISCHARGE,
BUYER HAS THE OPTION TO DISCHARGE A PART OR FULL CARGO AT A SAFE
ANCHORAGE INSIDE THE PORT. ALL RESULTANT EXPENSES INCURRED ARE
FOR BUYER'S ACCOUNT. BUYER MUST ALSO PROVIDE FENDERS FOR THEIR
ACCOUNT TO MASTER'S SATISFACTION.ALSO THE WEATHER CONDITIONS
MUST BE ACCEPTABLE TO THE MASTER FOR TRANSHIPMENT OF THE CARGO
FROM THE VESSEL.
06.13. ALL TAXES/DUES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION,
HAVING ANY EFFECT ON THIS CONTRACT, ARE FOR BUYER'S ACCOUNT AND
HIS SOLE RESPONSIBILITY.
06.14. IN THE EVENT OF DELAYED DELIVERY, THE SELLER WILL PAY TO THE BUYER
A PENALTY EQUIVALENT TO 0, 5 PCNT ON THE SHIPMENT VALUE.

CLAUSE 02.07. PRODUCT DOCUMENTATION

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1. COMMERCIAL INVOICE – QUANTITY INVOICED IS AS SHOWN ON THE BILL OF
LADING
AS CERTIFIED BY INDEPENDENT SUVEYOR.
2. 3/3 ORIGINAL OCEAN BILLS OF LADING MARKED “FREIGHT PREPAID” AND
“CLEAN ON BOARD” ISSUED TO THE ORDER OF “AS PER TERMS” AND
CONSIGNED TO “AS PER TERMS”.
3. CERTIFICATION OF WEIGHT QUANTITY AND QUALITY ISSUED BY SGS OR
ANALOG.
4. CERTIFICATE OF COUNTRY OF ORIGIN ISSUED BY AND ENDORSED BY THE
CHAMBER OF COMMERCE AND INDUSTRY COUNTRY OF ORIGIN OR
DEPARTMENT OF TRADE OR MINISTRY OF INDUSTRY AS DEFINED IN “CLAUSE
01”.
5. SHIPPING COMPANY STATEMENT CONFIRMING THAT THE AGE OF THE
VESSELS DOES NOT EXCEED 20 YEARS; IN THE EVENT THAT VESSELS AGE
DOES EXCEED 20 YEARS THEN ANY EXTRA INSURANCE PAYABLE AS A RESULT
OF THIS SHALL BE FOR SELLERS ACCOUNT.
6. SELLER’S CERTIFICATE CONFIRMING THAT A FULL SET OF NON-NEGOTIABLE
SHIPPING DOCUMENTS HAS BEEN SENT DIRECTLY BY FAX AND COURIER
SERVICE TO THE BUYER WITHIN 7 WORKING DAYS AFTER B/L DATE.
7. PACKING LIST SHOWING GROSS/NET WEIGHT AND THE NUMBER OF OCEAN
BILL OF LADING.
8. CERTIFICATE OF HOLD AND HATCH CLEANLINESS ISSUED BY SGS OR
ANALOG.
9. COPY OF FAX ADVISING BUYER OF SHIPMENT PARTICULARS WITHIN 03
WORKING DAYS FROM B/L DATE CONTAINING COMMODITY, B/L NUMBER, DATE,
QUANTITY OF LOADED CARGO, WEIGHT (NET/ GROSS) INVOICE VALUE, NAME
AND NATIONALITY OF VESSEL, NAME OF LOADING AND DISCHARGING PORT
AND ETA AT DISCHARGING PORT.
10. FULL SET OF INSURANCE POLICY/ CERTIFICATE COVERING FOR 110% INVOICE
VALUE, BLANK ENDORSED WITH INSURANCE CLAUSE IS ALL RISKS.
11. PHYTOSANITARY CERTIFICATE 1 ORIGINAL AND 3 COPIES
12. CERTIFICATE OF NON-RADIOACTIVE 1 ORIGINAL AND 3 COPIES
CLAUSE 02.08. ARTICLE 09: WEIGHT AND QUALITY

08.1. THE SELLER GUARANTEES THAT SHIPMENT OF UREA 46% AGRICULTURAL
GRADE WILL BE PROVIDED WITH AN INSPECTION CERTIFICATE OF WEIGHT
AND QUALITY AT THE TIME OF LOADING.
08.2. COMMODITY SHALL BE INSPECTED AT THE PLACE OF LOADING BY SOCIETE
GENERALE DE SURVEILLANCE (SGS) OR ANALOG AT SELLER’S COST.
08.3. SGS OR ANALOG SHALL ISSUE AN INSPECTION CERTIFICATE OF QUALITY &
QUANTITY FOR SHIPMENT CERTIFYING THAT THE INSPECTED GOODS ARE IN
GOOD ORDER AND CONDITION AND THAT THE INSPECTED GOODS ARE
SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATION SET FORTH IN
CLAUSE 02. 01 OF THIS CONTRACT.
08.4. THE CERTIFICATE OF WEIGHT ISSUED BY SGS OR ANALOG PRIOR TO EACH
SHIPMENT AT PORT OF LOADING SHALL DETERMINE THE TOTAL QUANTITY OF
EACH SHIPMENT AND THE BILL OF LADING OF SHIPMENT DELIVERED TO
BUYER, WHICH IS IN CONFORMITY WITH THE SGS CERTIFICATE OF QUANTITY.
08.5. THE BUYER, AT HIS OWN EXPENSE MAY HAVE A WITNESS FOR THE LOADING
PROCEDURES, WHICH WILL BE EFFECTED BY THE INSPECTION COMPANY.
THE BUYER AT HIS OWN EXPENSES CAN CARRY OUT A PRE-SHIPMENT
EXPENSES THROUGH AN INDEPENDANT SUVEYOR LIKE SGS OR ANALOG.
08.6. SELLER INSTRUCTS SAID AUTHORITY TO CARRY OUT THE INSPECTIONS.

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SECTION 03. PRODUCT SALE AND PAYMENT TERMS

CLAUSE 03.01. PRICE OF THE CONTRACTED GOODS; CONTRACT AMOUNT

01.1. $400 (FOUR HUNDRED UNITED STATES DOLLARS) PER METRIC TON CIF
(INCOTERMS 2010) FOR WHOLE CONTRACT OF 1.200.000 (ONE MILLION TWO
HUNDRED THOUSAND) METRIC TONS OF UREA 46% FERTILIZER AS PER THIS
CONTRACT SPECIFICATION.
01.2. AMOUNT OF THE CONTRACT: $480.000.000.USD (FOUR HUNDRED EIGHTY
MILLION UNITED STATES DOLLARS) PLUS/MINUS 5 PERCENT.

CLAUSE 03.02. PAYMENT TERMS AND GUARANTEES

02.1. ALL PAYMENTS SHALL BE EFFECTED TO THE SELLER ACCOUNT BY WIRELESS
PAYMENT AFTER LOADING OF EACH SHIPMENT AGAINST THE REQUIRED
DOCUMENTS FOR EACH SHIPMENT EFFECTED.
02.2. THE FIRST PAYMENT SHALL BE EFFECTED BY SWIFT MT700 (ADDENDUM 2) IN
AMOUNT OF $480.000.000.USD (FOUR HUNDRED EIGHTY MILLION UNITED
STATES DOLLARS) TO COVER THE WHOLE CONTRACT WHICH IS PAYABLE
AGAINST THE BANK GUARANTEE I.C.C. 758 AT THE SELLER BANK.
02.3. THE BANK GUARANTEE (“BG”) or (“SBLC”) ISSUED BY SWIFT MT760 FROM TOP
WORLD BANK (ADDENDUM 3) IN AMOUNT OF $494.400.000 USD (FOUR
HUNDRED NINETY FOUR MILLION FOUR HUNDRED THOUSAND UNITED
STATES DOLLARS) THAT IS 103% OF L/C VALUE:
03.02.3.1. IN FAVOR OF THE BUYER AGAINST THE INDEMNITY LETTER
ENDORSED BY BUYER’S BANK., Company ____________________”
(PRIORITY TIME OF EXECUTION);
OR
03.02.3.2.IN FAVOR OF THE ESCROW BETWEEN BUYER AND SELLER.,
Company __________________________"
02.4. THE ISSUING BANK SHALL ALLOW ADDING CONFIRMATION BY ANY BANK AT
THE EXPENSE OF THE SELLER’S SIDE

CLAUSE 03.03. BANKING INFORMATION

03.1. SELLER:
BANK NAME :
BRANCH NAME :
ADDRESS :
TELEPHONE :
TELEFAX :
SWIFT CODE :
BANK OFFICER :
ACCOUNT NAME :
ACCOUNT NUMBER :
IBAN NUMBER :
BUYER
BANK NAME :
ADDRESS :
TELEPHONE :

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TELEFAX :
SWIFT CODE :
BANK OFFICER :
ACCOUNT NAME :
ACCOUNT NUMBER :

THE PARTIES AGREED DO NOT CHANGE THE BANKS WITHOUT PRIOR APPROVAL OF
EACH PARTY IN SPECIAL CASE.
SECTION 04. OTHER CONTRACT TERMS

CLAUSE 04.01 CONTRACT PROCEDURES

01.1. BUYER SENDS LOI OR ICPO
01.2. SELLER ISSUES FULL CORPORATE OFFER (FCO) AND BUYER RETURNS ONE
COPY OF FCO DULY COUNTERSIGNED SIGNIFYING ACCEPTANCE OF ALL
TERMS AND CONDITIONS HEREIN STATED
01.3. SELLER SENDS THE DRAFT CONTRACT TO THE BUYER
01.4. BUYER SENDS CONTRACT DULY SIGNED, STAMPED AND SEALED TO SELLER
IN ELECTRONIC FORMAT
01.5. SELLER RETURNS CONTRACT TO THE BUYER DULY SIGNED, AND SEALED IN
ELECTRONIC FORMAT
01.6. WITHIN 10 (TEN) DAYS UPON SIGNING’S DATE OF CONTRACT IN ELECTRONIC
FORMAT, BUYER ISSUES PRE-ADVICE BY SWIFT MT 705 (ADDENDUM 1) ABOUT
READINESS TO ISSUANCE PAYMENT BY SWIFT MT700 WITH A DRAFT OF
SWIFT MT700 (ADDENDUM 2)
01.7. WITHIN 2 (TWO) BANKING DAYS AFTER RECEIVING OF PRE-ADVICE BY SWIFT
MT705 ABOUT READINESS TO ISSUANCE PAYMENT FROM THE BUYER THE
SELLER SENDS INVOICE THROUGH FAX AND COURIER WITH A HARD COPY OF
CONTRACT TO THE BUYER
01.8. WITHIN 2 (TWO) BUYER’S BANK SENDS PAYMENT BY SWIFT MT700
ACCORDING TO THE INVOICE TO THE SELLER’S ACCOUNT.
01.9. SELLER SENDS THE BANK GUARANTEE (“BG”) or (“SBLC”) BY SWIFT MT760
(ADDENDUM 3) TO THE BUYER’S ACCOUNT AFTER THEN SWIFT MT700 WILL
BE COME UNCONDITIONALLY IMMEDIATELY
01.10. SHIPMENTS BEGIN ACCORDING TO CONTRACT AND CONTINUE UNTIL FULLY
CONTRACTED QUANTITY IS SHIPPED AND DELIVERED (ADDENDUM 4)

CLAUSE 04.02. INSURANCE

02.1. IN ACCORDANCE WITH ICC RULES AND THE TERMS AND CONDITIONS OF THIS
CONTRACT INSURANCE IS FOR THE SELLER’S ACCOUNT AND HIS/HER SOLE
RESPONSIBILITY.

CLAUSE 04.03. FORCE MAJEURE

03.1. NEITHER PARTY OF THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR
BREACH OF CONTRACT CAUSED BY AN ACT OF GOD, INSURRECTION, CIVIL
WAR, MILITARY OPERATIONS OR LOCAL EMERGENCIES. THE PARTIES DO
HEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS
PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE, AND AS
DEFINED IN THE ICC RULES.
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CLAUSE 04.04. CONTRACT ARBITRATION

04.1. THE PARTIES HEREBY AGREE TO SETTLE ALL DISCREPANCIES AMICABLY. IF
SETTLEMENT IS NOT REACHED, THE DISPUTE IN QUESTION SHALL BE
SUBMITTED FOR ARBITRATION IN LONDON AND ACCORDING TO
INTERNATIONAL CHAMBER OF COMMERCE RULES. THE DECISION OF THE
ARBITRATION SHALL BE CONSIDERED AS FINAL, IRREVOCABLE AND BINDING
UPON BOTH PARTIES.

CLAUSE 04.05. EXECUTION OF CONTRACT

05.1. EACH OF THE PARTIES TO THIS CONTRACT REPRESENTS THAT IT HAS FULL
LEGAL AUTHORITY TO EXECUTE THIS CONTRACT AND THAT EACH PARTY IS
TO BE BOUND BY THE TERMS AND CONDITIONS AS SET FORTH HEREIN, EACH
PARTY AGREES THAT CONTRACT MAY BE EXECUTED SIMULTANEOUSLY BY
AND BETWEEN THE PARTIES VIA FAX OR E-MAIL. EACH OF WHICH SHALL BE
DEEMED AS ORIGINAL NATURE. THIS CONTRACT REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND ANY CHANGE WILL BE MADE
AMENDMENTS IN WRITING, EXECUTED BY BOTH PARTIES.

CLAUSE 04.06. CONFIDENTIALITY, NON DISCLOSURE AND NONCIRCUMVENTION.

06.1. THIS PRODUCT IS OFFERED FOR SALE SUBJECT TO THE CONTRACT TERMS
HEREIN. ANY CONDITIONS OF PREVIOUS TRANSACTION IF ANY BETWEEN THE
BUYER AND THE SELLER OR THEIR PARTIES SHALL AT NO TIME HAVE ANY
BEARING ON THE TERMS AND CONDITIONS OF THIS CONTRACT AND
ACCEPTANCE OF THE PRODUCT BY THE BUYER SHALL BE CONCLUSIVE
EVIDENCE BEFORE ANY COURT OF LAW OR ARBITRATION THAT THESE
TERMS AND CONDITIONS APPLY.
06.2. SELLER AND BUYER AGREE NOT TO DO BUSINESS TOGETHER FOR FIVE (5)
YEARS FROM THIS CONTRACT WITHOUT PAYING BUYER AND SELLER’S
REPRESENTATIVES THE AGREED CUSTOMARY COMMISSIONS. THIS CLAUSE
APPLIES TO ALL SUBSIDIARIES AND OR AFFILIATED COMPANIES. IT IS
FURTHER AGREED THAT ANY INFORMATION OF BUYER AND SELLER
CONTAINED IN THIS CONTRACT IS TO BE HELD IN THE STRICTEST
CONFIDENCE ANY VIOLATION OF WHICH WILL RESOLUTE IN THE IMMEDIATE
CANCELLATION OF THIS CONTRACT.

CLAUSE 04.07. GOVERNING LAW

07.1. THE PARTIES HEREBY AGREE TO SETTLE ANY DISPUTE ARISING FROM OR
RELATING TO THIS AGREEMENT AMICABLY, FAILING WHICH, THE DISPUTE
SHALL BE SUBMITTED TO THE INTERNATIONAL COURT OF ARBITRATION,
INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE FOR
ARBITRATION BY A SINGLE ARBITRATOR AND IN ACCORDANCE WITH ITS
RULES OF ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN LONDON,
ENGLAND IN THE ENGLISH LANGUAGE, AND THE FINDINGS OF THE
ARBITRATOR SHALL BE CONSIDERED FINAL AND BINDING UPON BOTH
PARTIES. THE LAWS OF ENGLAND HEREOF SHALL IN ALL RESPECTS GOVERN
THIS AGREEMENT AND THE PROVISIONS.

CLAUSE 04.08. NOTE

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08.1. IF ANY PROVISION OF THE CONTRACT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, AND THE ENFORCEABILITY OF THE
REMAINDER OF THIS CONTRACT SHALL REMAIN IN FORCE, AS IF THE
INVALID/ILLEGAL/UNENFORCEABLE PROVISION WAS NOT PART THEREOF.

CLAUSE 04.09. SPECIAL CLAUSE

09.1. THIS CONTRACT BY FAX SHALL BE DEEMED AS INVALID UNTIL SIGNED BY
BOTH PARTIES. THIS CONTRACT BY FAX WILL REMAIN ENFORCEABLE EVEN
AFTER THE HARD COPY CONTRACT IS EXCHANGED. THEREAFTER ANY
ADDITIONS, DELETIONS OR AMENDMENTS WILL NOT BE VALID UNLESS
RENDERED AND SIGNED BY BOTH PARTIES VIA FAX.
09.2. ANY AMENDMENTS TO THIS CONTRACT AFTER DATE OF ELECTRONIC
SIGNATURE CAN BE DONE ONLY UNDER PENALTY IN AMOUNT OF EUR10000
PAID BY AMENDMENT’S PARTY TO COUNTERPARTY.

CLAUSE 04.10. PENALTY CLAUSE

10.1. IF THE BUYER FAILS TO PERFORM UNDER THIS CONTRACT, THE BUYER
AGREES TO PAY TO THE SELLER A SUM EQUAL TO TWO PER CENT (2%) OF
THE TOTAL AMOUNT OF FIRST PAYMENT.
10.2. IF THE SELLER FAILS TO PERFORM UNDER THIS CONTRACT, THE SELLER
AGREES TO PAY TO THE BUYER A SUM EQUAL TO TWO PER CENT (2%) OF
THE TOTAL AMOUNT OF FIRST PAYMENT.
10.3. IF ANY PARTY TO THIS CONTRACT OTHER THAN THE BANK OFFICIALS
REPRESENTING THE BUYER AND THE SELLER SHOULD MAKE UNAUTHORISED
CONTACT WITH THE BANK OF THE SELLER OR THE BUYER, SUCH CONTACT
SHALL BE CONSIDERED INTERFERENCE WITH THE CONTRACT AND MAY AT
THE OPTION OF THE BUYER OR THE SELLER CONSTITUTE A VALID REASON
TO TERMINATE THIS CONTRACT.

CLAUSE 04.11. DURATION AND VALIDITY OF THE CONTRACT

11.1. 12 (TWELVE) MONTHS

CLAUSE 04.12. TERMINATION OF THE CONTRACT

12.1. AFTER ALL SHIPMENTS OF THE CONTRACTED QUANTITY.
12.2. IN ALL CASES CONSIDERED BREACH OF THE CONTRACT AS PER PROVISION
OF THE CONTRACT. THE PARTIES AGREE AS BREACH OF THE CONTRACT
FOLLOWING SITUATION:
A) THE BUYER CAN NOT EXECUTE PROCEDURES INDICATED IN CLAUSE
04.01 AS PER SCHEDULE.
B) THE SELLER CAN NOT EXECUTE PROCEDURES INDICATED IN CLAUSE
04.01 AS PER SCHEDULE.
C) THE SELLER CAN NOT DELIVERY THE GOODS MONTHLY AS PER TERMS
OF CONTRACT AND AS PER SCHEDULE FOR TWO CONSECUTIVE MONTHS

CLAUSE 04.13. CONTRACT SIGNATORIES

10of 17


IN WITNESS THEREOF THE PARTIES HAVE SIGNED BELOW AND BY DOING SO HAVE
ACCEPTED AND APPROVED ALL TERMS AND CONDITIONS OF THIS CONTRACT.

SELLER:
REPRESENTED BY: :
PASSPORT NO: :
COUNTRY: :
SELLER’S SIGNATURE, :
AND SEAL

DATE: : 22 NOVEMBER 2012

BUYER :
REPRESENTED BY: :
PASSPORT NUMBER: :
COUNTRY: :
BUYER’S SIGNATURE, :
AND SEAL

DATE: : 22 NOVEMBER 2012

11of 17


ADDENDUM 1

PRE ADVICE LC BY BANK SWIFT MT 705

------------------Message Header----------------------------
SWIFT INPUT : FIN / FREE TEXT
SENDER : BANK NAME
__________
RECEIVER : BANK NAME
__________

----------------- Message Text------------------------------

20: TRANSACTION REFERENCE NO XXXXXXX
79: NARRATIVE

79A: OUR CLIENT M/S _____________________ ACCOUNT NO ___________ HEREBY
CONFIRM THEIR INTENT TO PURCHASE UREA 46% AGRICULTURE GRADE FROM YOUR CLIENT
M/S __________, HOLDING ACCOUNT NUMBER _____________________ WITH YOU FOR A SUM
OF USD 000,000,000.00 (___________________________) FOR ONE YEAR.

79B : OUR CLIENT HAS THE FINANCIAL ABILITY AND SUFFICIENT LINE OF CREDIT WITH US TO
OPEN AN OPERATIVE CONFIRMED IRREVOCABLE TRANSFERABLE LETTER OF CREDIT WITHIN
SIXTY DAYS PAYABLE ON YOUR CLIENT M/S FINSTILUC UPON RECEIPT, AUTHENTICATION AND
VERIFICATION OF THE BANK GUARANTEE ISSUED BY SWIFT MT 760 FOR THE ABOVE
MENTIONED AMOUNT TO OUR CLIENT.

79C : THIS BANK READINESS TO OPEN A DOCUMENTARY CREDIT IS WITHOUT ANY
LIABILITY OF THIS BANK IN THE ABOVE TRANSACTION WHICH WILL BE GOVERNED BY
UNDERLYING AGREEMENT AND CONTRACTS BETWEEN OUR CLIENT AND YOUR CLIENT
MUTUALLY BETWEEN THEMSELVES UNDER PROVISIONS OF ICC PUBLICATION UCP-X00 .

------------------- Message Trailer------------------------------------

TEXT OF SWIFT MT 700

BASIC SWIFT HEADER
Buyer's Bank SWIFT Info:

APPLICATION HEADER
xxxxxx

HSHR HEADER
SERVICE CODE 103
BANK, PRIORITY 113
MSG USER REF 108: XXXX

SENDER:
BANK NAME:
ADDRESS:
SWIFT CODE ACC:
NUMBER: ACC.
HOLDER:

MT RECEIVER BANK

12of 17


27: SEQUENCE OF TOTAL
1/??

40A: TUPE OF DOCUMENTARY CREDIT
IRREVOCABLE, TRANSFERABLE, DIVISIBLE

20: DOCUMENTARY CREDIT NUMBER
XXXXXXX

31C: DATE OF ISSUE
XXXXXXX

31 D: DATE AND PLACE OF EXPIRY
XXXXXXX (BANK BRANCH)
(DATE 60 DAYS AFTER THE ISSUING DATE)

51 A: APPLICANT BANK
XXXXXXX

50: APPLICANT
_Buyer ___________________

59: BENEFICIARY
_________________

32B: CURRENCY CODE/AMOUND
CURRENCY : USD
AMOUNT :# 000,000,000.00#

39B: MAXIMUM CREDIT AMOUNT
+/- 5% (VARIANCE)

45A: DESCRIPTION OF GOODS AND/OR SERVICES
AS PER PROFORMA INVOICE NO __________________
PAYMENT FOR UREA 46% AGRICULTURE GRADE
QUANTITY 000.000 MT
TRANSACTION CODE: _______________

46A: DOCUMENTS REQUIRED
BANK GUARANTEE or SBLC ISSUED BY SWIFT MT 760
(NO MENTION OF THE FACE VALUE)

47A. ADDITIONAL CONDITIONS
THE PAYMENT WILL BE FREED AVAILABLE UPON RECEIPT, AUTHENTICATION AND
VERIFICATION OF THE BANK GUARANTEE ISSUED BY SWIFT MT 760

Regards
------------------- Message Trailer------------------------------------
end of message

13of 17


ADDENDUM 2

TEXT OF SWIFT MT 700

SENDER:
BANK NAME:
ADDRESS:
SWIFT CODE ACC:
NUMBER: ACC.
HOLDER:

MT RECEIVER BANK

27: SEQUENCE OF TOTAL

40A: TUPE OF DOCUMENTARY CREDIT
TRANSFERRABLE, DIVISIBLE, IRREVOCABLE, CONFIRMED

20: DOCUMENTARY CREDIT NUMBER
………………….

31C: DATE OF ISSUE
………………….

31 D: DATE AND PLACE OF EXPIRY
…………………. (BANK BRANCH)
(DATE 60 DAYS AFTER THE ISSUING DATE)

51 A: APPLICANT BANK
………………….

50: APPLICANT
………………….

59: BENEFICIARY
………………….

32B: CURRENCY CODE/AMOUND
USD

39B: MAXIMUM CREDIT AMOUNT
000.000.000.00

45A: DESCRIPTION OF GOODS
INVOICE DATED______ PAYMENT FOR____ AND/OR SERVICES
TRANSACTION CODE:

46A: DOCUMENTS REQUIRED
BANK GUARANTEE or SBLC ISSUED BY SWIFT MT 760 (NO MENTION OF THE FACE VALUE)

47A. ADDITIONAL CONDITIONS
THE PAYMENT WILL BE FREED AVAILABLE UPON RECEIPT, AUTHENTICATION AND
VERIFICATION OF THE ABOVE MENTIONED BANK INSTRUMENT

14of 17


ADDENDUM 3

Specimen Bank Guarantee Verbiage SWIFT MT 760

ISSUED BY
INSTRUMENT OF GUARANTEE
CUSIP NUMBER
ACCESS CODE
EXPIRATION DATE
ISSUE DATE
MATURITY DATE
CURRENCY
AMOUNT
ISSUED BY
Beneficiary:
Receiving Bank:

WE THE UNDERSIGNED <MAJOR WORLD BANK>, HEREBY OPEN OUR IRREVOCABLE,
TRANSFERABLE, ASSIGNABLE AND CONFIRMED LETTER OF GUARANTEE IN FAVOUR
OF______________________ FOR THE AMOUNT OF 00,000,000(000, MILLION USD) DUE, ONE
YEAR AND ONE DAY FROM THE DATE OF ISSUE DD/MM/YYYY

PAYMENT IS AVAILABLE BY BENEFICIARY FIRST WRITTEN DEMAND VIA SWIFT WIRE SYSTEM.
DEMAND HEREUNDER MUST BE MARKED, DRAWN UNDER THE LETTER OF GUARANTEE
NUMBER ___________ DATED DD/MM/YYYY, BUT NOT LATER THAN FIFTEEN (15) DAYS AFTER
THE MATURITY DATE.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR
CHARGES, FEES OR WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED,
LEVIED, COLLECTED, WITH-HELD OR ASSESSED BY THE GOVERNMENT OF (NAME OF ISSUING
BANK’S COUNTRY) OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS GUARANTEE IS TRANSFERABLE AND ASSIGNABLE WITHOUT PRESENTATION TO US, THIS
LETTER OF GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE, PARIS FRANCE. LATEST
REVISION PUBLICATION NO.458.

THIS CABLE IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION SHALL FOLLOW, ALL
CHARGES ARE FOR THE APPLICANT.

FOR AND ON BEHALF OF:
<MAJOR WORLD BANK>,

AUTHORIZED SIGNATORY: AUTHORIZED SIGNATORY:
BANK OFFICER: BANK OFFICER:
CODE: CODE:

15of 17


( ADDENDUM 3 )

Stand-By Credit

We hereby issue this Irrevocable Stand-By Documentary Credit No. _____________ in your favour for
account of ……………………………………………………………………….. to the extent of
………………………………. available by payment at sight against presentation of your authenticated
swift certifying that the amount drawn represents and covers the outstanding indebtedness due to you by
……………………………………………..
arising out of your banking facilities extended to them.

This credit expires on……………………………..in ………..

All banking charges outside Singapore are for account of beneficiary.

Partial drawings allowed.

We shall remit by telegraphic transfer the amount drawn to you upon receipt of the authenticated
swift.

This credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision)
International Chamber of Commerce Publication No. 600.

16of 17


ADDENDUM 4

SCHEDULE OF DELIVERIES

SHIPMENTS SCHEDULE
FINALIZED UNTIL THE SIGN OF THE CONTRACT
MONTH QUANTITY DESTINATION VESSEL PER PACK-
SHIPMENT AGING

COUNTRY PORT
YEAR 2012 – 2013
FIRST DESTINATION: CIF PORT INDIA

30-45 DAYS
AFTER
1 ACCEPTANCE 50.000.MT INDIA __________ _________ BULK
OF MT700***

2 NEXT MONTH 100.000MT INDIA __________ __________ BULK











*** START DATE WILL BE DETERMINED BY DATE OF ACCEPTANCE OF FUNDS BY SELLER’S
BANK.

17of 17

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