CONTRACT CODE: XXXXXXXXXX
SELLER CODE: DENEBAGXXXXXX
BUYER CODE: XXXXXXXXXXXXX

THIS FINAL CONTRACT IS FOR THE SALE AND PURCHASE OF COMMODITY WHITE REFINED CANE SUGAR - GRADE A ICUMSA 45 HEREINAFTER REFERRED TO AS THE "PRODUCT" AND IS NOT TO BE FREELY CIRCULATED. IT IS SOLELY FOR THE PURCHASE FOR THE PURPOSE OF THIS TRANSACTION. THIS CONTRACT IS MADE AND ENTERED INTO RECORD ON THIS xxxxxxxxxxx BY AND BETWEEN:

SELLER

Seller's Details
Company Name
Address
REG. REA
Telephone
Fax
E_Mail
Representative
Title
HEREIN AFTER CALLED THE "SELLER"

BUYER

Buyer's Details
Company Name
Address
Telephone
Fax
E_Mail
Representative
Title
HEREIN AFTER CALLED THE "BUYER"

THE BUYER AGREES AND MAKES AN IRREVOCABLE FIRM COMMITMENT TO PURCHASE XXXXXXX (XXXXXXXXXXXXXXX) METRIC TONS (+/- 5%) OF WHITE REFINED SUGAR - GRADE A (ICUMSA 45), AT THE RATE OF USD $ XXXXXXXXXX PER METRIC TON CIF (COST, INSURANCE AND FREIGHT) OPTIONS BUYER'S AND THE SELLER CERTIFIES THAT HE CAN FULFIL THE REQUIREMENTS OF THIS CONTRACT AND PROVIDE THE "PRODUCT" MENTIONED HEREIN AS PER THE DELIVERY SCHEDULE AGREED AND SPECIFIED WITHIN THIS CONTRACT. THE BUYER AND THE SELLER HEREBY AGREE TO HONOUR THIS CONTRACT UNDER THE FOLLOWING TERMS AND CONDITIONS:

ARTICLE 1: PRODUCT AND SPECIFICATIONS

WHITE REFINED CANE SUGAR - GRADE A ICUMSA 45 SHALL CONFORM TO THE FOLLOWING SPECIFICATIONS AND/OR STANDARD INTERNATIONAL SPECIFICATIONS. (SEE ADDENDUM A). THE 100% SUGAR BEING SUPPLIED SHALL BE FIT FOR HUMAN CONSUMPTION. S.G.S. SHALL AT THE PORT OF LOADING CONFIRM THAT THE PRODUCT CONFIRMS TO THE FOLLOWING SPECIFICATIONS:

ICUMSA: 45 ICUMSA / METHOD 4-1978
POLARISATION AT 20º: 99.8% MIN
MOISTURE: 0.04% MAX
SULPHATED ASH CONTENT: 0.04% MAX
SOLUBILITY: 100% DRY AND FREE FLOWING
COLOR SPARKLING- WHITE/CRYSTALLIZE
GRANULATION: FINE TO MEDIUM
RADIATION: NORMAL CERTIFIED WITHOUT CAESIUM OR IODINE
MAGNETIC PARTICLES: 4 MG / KG
HPN STAPHAUREUS: NIL
AS:1PPMMAXIMUM
PS: 2 PPM MAXIMUM
CU:3PPMMAXIMUM
CROP: 2007 OR CURRENT AVAILABLE
SMELL: FREE OF ANY SMELL
REDUCING SUGAR: 0.05% MAX
SUBSTANCE: SOLID, CRYSTAL MAX
SEDIMENTS: NONE
SO: MG/KG20

LATEST CROP SUGAR SHOULD BE EXTRACTED FROM SOUND, UNFERMENTED AND UNDECAYED SUGAR CANE - SUGAR SHOULD BE CLEAN FREE FROM ANY FOREIGN MATTER, TASTE OR ODOUR AND HAVE THE SWEET TASTE CHARACTERISTIC OF WHITE SUGAR DRY OR IN SOLUTION

ARTICLE 2: PRODUCT PACKING:

THE PRODUCT WILL BE PACKED IN NET 50 KG (FIFTY KILOGRAMS) NEW POLYPROPYLENE BAGS WITH POLYETHYLENE LINING. THE BAGS HAVE A COMBINED TARE OF 100 GM (ONE HUNDRED GRAMS) AND ARE SUFFICIENT TO ENSURE THE SAFE ARRIVAL OF PRODUCT TO DESTINATION. BAGS WILL BE LABELED IN ENGLISH LANGUAGE AS SUPPLIED BY THE BUYER WITH, MARKING NET WEIGHT, VALIDITY, PRODUCT AND COUNTRY OF ORIGIN OR PER BUYER'S INSTRUCTIONS. 2% EXTRA BAGS ARE SUPPLIED FREE OF CHARGE.

ARTICLE 3: PRODUCT ORIGIN:

BRAZIL OR OTHER COUNTRIES

ARTICLE 4: PRODUCT DESTINATION:

CIF PORT XXXXXXXXXXXX (COST, INSURANCE AND FREIGHT) AT BUYER'S OPTIONS (ALL COUNTRY PORTS EXCLUDING LISTED HIGH RISK MIDDLE EASTERN PORTS). DESTINATION SHALL BE CIF ASWP (NON USA SANCTIONED PORT) SUBJECT TO SELLERS RECEIPT OF ALL APPROPRIATE PERMITS, PERMISSIONS AND LICENSES. THE BASIS OF DELIVERY FOR ALL OTHER SHIPMENTS SHALL BE MINIMUM TWELVE THOUSAND FIVE HUNDRED (12,500) METRIC TON SHIPMENTS. DELIVERY SHALL BEGIN THIRTY FIVE TO FORTY FIVE (35-45) DAYS AFTER RECEIPT AND CONFIRMATION OF AN OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND COMPLETED WITHIN THE STATED TIME.

ARTICLE 5: BASIS OF DELIVERY AND SHIPMENT

DELIVERY SHALL BE CIF. THE PRODUCT SHALL BE SHIPPED TO DESTINATION PORT(S) IN XX SHIPMENTS OF XXXXXXX (XXXXXXXXXXXXXXXX) METRIC TONS PER LIFT (+/-5%) FOR THE TOTAL QUANTITY OF XXXXXXX (XXXXXXXXXX) M/TONS, AND DELIVERY SHALL BEGIN AS PER DELIVERY SCHEDULE AFTER RECEIPT AND CONFIRMATION OF THE OPERATIVE FINANCIAL INSTRUMENT ACCEPTABLE TO THE SELLER, AND COMPLETED WITHIN THE STATED TIME WITH A DISCHARGE RATE OF 1,200 METRIC TONS (MINIMUM) PER WEATHER WORKING DAY MINIMUM. THE SELLER SHALL HAVE THE RIGHT TO DELIVER EARLIER THAN AGREED IN THIS CONTRACT GIVING NOTICE TO ALL DESIGNATED PARTIES AS REQUIRED HEREIN, WITH THE APPROVAL OF THE BUYER. TOTAL SHIPMENTS SHALL BE ACCORDING TO DELIVERY SCHEDULE MINIMUM IS SUBJECT TO SLIGHT AND REASONABLE VARIATIONS IN SCHEDULES DUE TO THE CUSTOMARY AND USUAL EXIGENCIES.

DELIVERY SCHEDULE:

SHIPMENT NO. APPROX. SAILING DATE QUANTITY MT. DESTINATION

Month Quantity
1 ........................................
2 ........................................
3 ........................................
4 ........................................

*START DATE WILL BE DETERMINED BY DATE OF RECEIPT AND CONFIRMATION OF AN ACCEPTABLE FINANCIAL INSTRUMENTS BY SELLER. WE ACKNOWLEDGE THAT DELIVER SCHEDULE WILL MATCH TO THE DATE OF APERTURE OF OPERATIVE SBLC. LOADING OPERATION WILL HAVE NOT TO EXCEED 30/45 DAYS AFTER THAT.
TOTAL QUANTITY: XXXXXXXXXX MT

LIGHTER DISCHARGE IF DISCHARGE INTO LIGHTER AT PORT OF DESTINATION IN FREE WATER NECESSARY UPON ON LESS DRAFT DISPOSITION, RESPONSIBILITY AND COST TO BE FOR BUYER'S RECEIVERS ACCOUNT.

DELIVERY ACCEPTANCE AND AUTHORITY

THE PRODUCT SHALL BE CONSIDERED DELIVERED BY THE SELLER AND ACCEPT BY THE BUYER WHEN THE QUANTITY OF SHIPMENTS IS IN ACCORDANCE TO THE GROSS AND WEIGHT AS INDICATED ON THE ORIGIN BILL OF LOADING. THE BUYER MAY, AT HIS OWN OPTION AND EXPENSE, PROVIDE ADDITIONAL INSPECTION AT THE PORT OF LOADING TO CONFIRM THE INSPECTION CERTIFICATES ISSUED AT THE PORT OF LOADING AND/OR TO OBSERVE THE VESSEL LOADING. THE BUYER'S INSPECTION AGENCY MUST BE INTERNATIONALLY RECOGNIZED AND ACCEPTED BY THE SELLER. QUALITY, QUANTITY, WEIGHT & PHOTO BY SGS OR EQUIVALENT AT SELLER'S COST AT PORT OF LOADING.

ARTICLE 6: TERMS OF DELIVERY:

PARTIAL SHIPMENTS ARE ALLOWED.
6.1. THE DATE OF THE BILL OF LANDING SHALL BE CONSIDERED THE DATE OF SHIPMENT.
6.2. THE TERMS AND CONDITIONS OF THE CHARTER PARTY AGREEMENT SHOULD COMPLY WITH THE TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT. SHOULD ANY OF THE TERMS AND CONDITIONS DETAILED IN THE CHARTER PARTY AGREEMENT CONFLICT WITH THOSE IN THIS CONTRACT, THEN THE TERMS AND CONDITIONS IN THIS CONTRACT WILL TAKE PRECEDENCE.
6.3. ALL EXPENSES AT THE DESTINATION PORT ARE THE SOLE RESPONSIBILITY OF THE BUYER.
6.4. BY ITS SEAL AND SIGNATURE ON THIS DOCUMENT, BUYER GUARANTEES HE HAS THE AUTHORITY TO IMPORT THE "PRODUCT".
6.5. AFTER THE VESSEL'S DEPARTURE FROM PORT OF LOADING, THE SELLER'S SHIPPING AGENT SHALL ADVISE THE BUYER OF THE FOLLOWING: VESSELS SAILING DATE, NAME OF THE STEAMSHIP, NUMBER OF THE VESSEL, NET QUANTITY LOADED, NUMBER OF HATCHES ON THE VESSEL, ESTIMATED TIME OF ARRIVAL AT PORT OF DISCHARGE.
6.6. THE SHIP MUST BE TECHNICALLY FAULT FREE AND CORRESPONDENCE TO BE AVAILABLE AT THE PORT OF DISCHARGE.
6.7. THE BUYER IS RESPONSIBLE FOR COMMODITY DISCHARGE, INCLUDING ALL CHARGES INCURRED IN SUPERVISION OF THE DISCHARGE.
6.8. DEMURRAGE IS INCURRED IF DISCHARGE FOR (25,000) METRIC TONES TAKES MORE THAN 20 DAYS AND IS CHARGED TO THE ACCOUNT OF THE BUYER. DEMURRAGE RATES ARE USD 2,500 FOR EVERY DAY (TWO THOUSAND AND FIVE HUNDRED UNITED STATES DOLLARS PER DAY).
6.9. IT IS AGREED THE VESSEL'S MASTER AND BUYER'S SHIPPING AGENT SETTLE THAT DEMURRAGE WITHIN FIVE (5) DAYS FROM THE RECEIPT OF THE VESSEL MASTER'S INVOICE. VESSEL MASTER SHALL ISSUE MASTER INVOICE WITHIN SIX STANDARD BUSINESS HOURS.
6.10. NO DEMURRAGE IS PAYABLE BY THE BUYER IF THE VESSEL IS DISCHARGED WITHIN THE DAYS MENTIONED.
6.11. WHETHER IN BERTH OR NOT, WHETHER IN PORT OR NOT, WHETHER IN FREE PRACTICE OR NOT, WHETHER CUSTOMS CLEARED OR NOT, VESSEL HATCH OPENING AND CLOSING SHALL BE PERFORMED UNDER CREW RESPONSIBILITY, CONTROL, AND ACCOUNT.
6.12. THE SELLER RETAINS THE RIGHT TO DELAY OR CANCEL FURTHER SHIPMENT IF THE BUYER FAILS TO PAY DEMURRAGE CHARGES FOR ANY SHIPMENT.
6.13. GEARED OR GEARLESS VESSEL ALLOWED.
6.14. THE SELLER MUST PROVIDE WRITTEN ALERT TO BUYER WITHIN 24 HOURS AFTER RECEIPT OF NOTICE THAT THE VESSEL TRANSPORTING THE PRODUCT HAS EXPERIENCED DAMAGE, PERIL, LOSS, OR ACCIDENT AND THIS NEITHER SHALL NOR RELEASED THE SELLER OF FULFILMENT OF THIS OBLIGATION.
6.15. ALL, TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION, HAVING ANY EFFECT ON THIS AGREEMENT ARE FOR BUYER'S ACCOUNT AND HIS AGENT. ALL TAXES OR LEVIES AND PORT DUTIES IMPOSED BY THE COUNTRY OF ORIGIN, HAVING ANY EFFECT ON THE AGREEMENT ARE FOR THE SELLER'S ACCOUNT AND HIS SOLE RESPONSIBILITY.
6.16. ACERTIFICATE FROM THE SHIPPING COMPANY OR THEIR AGENTS CERTIFYING THAT THE GOODS ARE SHIPPED BY VESSELS UNDER 20 YEARS OF AGE
6.17. CERTIFICATE FROM SHIPPING COMPANY CERTIFYING THAT THE VESSEL IS CHARTERED EXCLUSIVELY FOR XXXXXXXXXXXXXXX
6.18. CERTIFICATE OF QUALITY IN TRIPLICATE ISSUED BY THE LABORATORY OF MANUFACTURER'S PLANT.

ARTICLE 7: PRODUCT DOCUMENTATION PER LIST:

" THREE ORIGINAL & THREE N/N COPIES OF BILL OF LADING,
" ONE ORIGINAL & TWO COPIES OF COMMERCIAL INVOICE,
" THREE ORIGINAL & THREE COPIES OF PACKING LIST
" ONE ORIGINAL & TWO COPIES OF SGS CERTIFICATE OF ANALYSIS OF QUALITY, QUANTITY,
" WEIGHT & PHOTO BY SGS OR EQUIVALENT.
" ONE ORIGINAL & TWO COPIES OF CERTIFICATE OF ORIGIN BY CHAMBER OF COMMERCE.
" ONE ORIGINAL & TWO COPIES OF PHYTOSANITARY CERTIFICATE & RADIOACTIVITY
" CERTIFICATE ISSUED BY SGS STATING THAT THE GOODS ARE FIT FOR HUMAN CONSUMPTION.
" A CERTIFICATE FROM SHIPPING COMPANY CERTIFYING THAT THE VESSEL IS CHARTERED EXCLUSIVELY FOR XXXXXXXXXXXXXXXXXX
" A CERTIFICATE FROM THE SHIPPING COMPANY OR THEIR AGENTS CERTIFYING THAT THE
" GOODS ARE SHIPPED BY VESSELS UNDER 20 YEARS OF AGE.
" CERTIFICATE OF QUALITY IN TRIPLICATE ISSUED BY LABORATORY OF MANUFACTURE PLANT.
" MARINE INSURANCE 110 PERCENT OF THE VALUE OF SHIPMENT COVERING PROTECTION
" AND INDEMNIFY AGAINST ALL RISK CARGO INSURANCE, MARINE WAR RISKS, STRIKES, RIOTS AND CIVIL COMMOTION FOR EACH SHIPMENT. BY SHIPPING COMPANY OR THEIR AGENTS

ARTICLE 8: APPROPRIATION

AFTER LOADING OF THE GOODS, THE SELLER SHOULD ADVISE THE BUYER BY CABLE OR FAX THE READINESS OF SHIPMENT OF THE GOODS. THE BUYER WILL BE INFORMED OF VESSELS NAME, LOAD PORT, B/L, DATE, LOADED GOODS AND THE QUANTITY AND VESSELS DESTINATION/DISCHARGE TO SELLER'S SUPERVISOR'S RESPONSIBILITY FOR THE ISSUE OF THE CERTIFICATE AT LOAD PORT.

ARTICLE 9: PRODUCT SALE AND PAYMENT TERMS

BUYER AND SELLER AGREE TO THE FOLLOWING QUANTITIES, PRICE AND METHOD OF PAYMENT:
TOTAL QUANTITY: XXXXXXXXXXX (+/-5%) MT
QUANTITY PER SHIPMENT: XXXXXXXXX MT
QUANTITY PER MONTH: AS PER SCHEDULE
NUMBER OF SHIPMENT/SHIPMENTS MONTHLY: XX SHIPMENTS
UNIT PRICE: USD$ XXXXXXX MT CIF
CONTRACT VALUE: USD$ XXXXXXXXX (XXXXXXXXXX US$)
CONTRACT DURATION: XXXXXXXXX

PAYMENT TERMS:

BY CONFIRMED, IRREVOCABLE, DIVISIBLE, TRANSFERABLE, AUTO-REVOLVING SBLC BY OR CONFIRMED BY A PRIME BANK FOR THE QUANTITY OF XXXXXXXXX M/T, IN THE TOTAL AMOUNT OF USD XXXXXXXXX (XXXXXXXXXXX).
THE TEXT OF THE SBLC MUST BE PROVIDED BY THE BUYER'S BANK ACCEPTED, AND CONFIRMED BY THE SELLER'S BANK.

ARTICLE 10: BANKING INFORMATION

SELLER'S BANKING DETAILS:

Seller's Bank
Bank Name
Bank Address
Account Name
Account No.
SWIFT
Banker Officer
Bank Telephone
Bank Fax
Bank E_Mail

BUYER'S BANKING DETAILS:

Buyer's Bank
Bank Name
Bank Address
Account Name
Account No.
SWIFT
Bank Officer
Bank Telephone
Bank Fax
Bank E_Mail

BUYER'S COMPLETE BANKING INFORMATION IS REQUIRED WITH THE RETURN OF THIS SIGNED AND SEALED CONTRACT. IF THE ISSUING BANK IS NOT A TOP 25 WORLD BANK, THE PAYMENT INSTRUMENT MUST BE CONFIRMED BY A TOP 25 WORLD BANK AND THESE BANKING DETAILS MUST BE INCLUDED BELOW. IF THESE DETAILS ARE NOT PROVIDED, THIS CONTRACT WILL BECOME INVALID. CONFIRMING BANK WILL BE AT BUYER'S OPTION.

ARTICLE 11: PRODUCT INSURANCE

IN ACCORDANCE WITH CONDITION CIF BASIS (INCOTERMS 2000), THE SELLER IS RESPONSIBLE FOR MARINE INSURANCE 110% OF THE VALUE OF THE SHIPMENT.

ARTICLE 12 - PERFORMANCE BOND

TO BE PROVIDED BY SELLER THE ISSUE, IN SEVEN (7) BANKING DAY, AFTER RECEIPT OF RDLC OR BG CONFIRMED TRANSFERABLE DIVISIBLE OF THE FINANCIAL INSTRUMENT ACCEPTABLE TO SELLER A 2% (TWO PERCENT) REGULAR PERFORMANCE BOND FOR THE TOTAL VALUE OF MONTH METRIC TONE QUANTITY.

ARTICLE 13 - PROOF OF PRODUCT

TO BE PROVIDED BY SELLER THROUGH THE SELLER'S BANK TO THE BUYER'S BANK AFTER RECEIPT OF THE FINANCIAL INSTRUMENT CONFIRMED TRANSFERABLE DIVISIBLE TO EMIT THE POP IN SEVEN (7) BANKING DAY IN NAME OF XXXXXXXXXXXXXXXXX.

ARTICLE 14: FORCE MAJEURE

INSURANCE BY SELLER.

ARTICLE 15: DISPUTES AND ARBITRATION

THE PARTIES SHALL ATTEMPT TO AMICABLE SETTLE ANY DISAGREEMENT OF DISPUTE, WHICH MAY ARISE BETWEEN THEN IN CASE SAID DISPUTE CANNOT BE SETTLED AMICABLE. ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR ANY MATTER RELATED HERETO SHALL BE BROUGHT IN THE COURTS TO REFEREE INTERNATIONAL CHAMBER OF COMMERCE, PARIS (FRANCE) AND BY THE EXECUTION OF THIS AGREEMENT, EACH OF THE PARTIES TO THIS INSTRUMENT ACCEPTS FOR HIMSELF OR ITSELF THE JURISDICTION OF SUCH COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PURCHASE ACKNOWLEDGEMENT.

ARTICLE 16: NON-CIRCUMVENTION AND NON DISCLOSURE.

16.1. MODIFICATIONS: ANY MODIFICATIONS AND/OR AMENDMENTS OF THIS CONTRACT HAVE TO BE DONE BY FULL MUTUAL AGREEMENT BY THE PARTIES AND MUST BE EXECUTED IN WRITING, THUS FORMING AN INTEGRAL PART OF THIS CONTRACT
16.2. CONFIDENTIALITY: ALL COMMERCIAL, FINANCIAL AND OTHER INFORMATION, WITH REGARD TO THE PRESENT CONTRACT, SHALL BE CONSIDERED CONFIDENTIAL. IT IS FURTHER AGREED THAT ANY INFORMATION OF BUYER AND SELLER CONTAINED IN THIS AGREEMENT IS TO BE HELD IN THE STRICTEST CONFIDENCE, AND ANY VIOLATION OF WHICH WILL RESOLUTE IN THE PENALTY IN ART. 16.5 OF THIS CONTRACT.
16.3. NON CIRCUMVENTION AND NON DISCLOSURE: THIS CONTRACT INCORPORATES THE RULES AND REGULATIONS OF NON-CIRCUMVENTION AND NON-DISCLOSURE, ESTABLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.), PARIS, FRANCE AND THIS AGREEMENT TERMS AND CONDITIONS
16.4. SELLER AND BUYER AGREE NOT TO DO BUSINESS TOGETHER FOR FIVE (5) YEARS FROM THIS AGREEMENT WITH THIRD PARTIES THAT WILL HAVE MADE CONTACT WITH THEM CAUSING SELLER'S OR BUYER'S SUB RISK TO PAY THE PENALTY.
16.5. THE PENALTY: WILL BE 15% (FIFTEEN PERCENT) OF VALUE OF CONTRACT BUT NOT LESS THAN USD150.000 (ONE HUNDRED FIFTY THOUSAND). EVERY VIOLATION OF ARTICLE 16 WILL GIVE THE RIGHT FOR THE OFFENSE PART TO GAIN THE PENALTY IN THIS PARAGRAPH.
16.6. THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES & OR AFFILIATED COMPANIES.
16.7. THIS CLAUSE IS EXTENSIVE TO ALL COMPARTMENTS FROM A PART TO SELLER / BUYER.
16.8. ONCE FULLY EXECUTED, THE PRESENT CONTRACT SHALL NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, EXCEPT WHEN REQUIRED FOR FULFILMENT OF THE PRESENT CONTRACT.
16.9. AFTER THE SIGNING OF THIS CONTRACT ALL PREVIOUS VERBAL AND/OR WRITTEN AGREEMENTS CONCERNING THE SUBJECT OF THIS CONTRACT SHOULD BE CONSIDERED NULL AND VOID.
16.10. ALL DOCUMENTS RELATED TO THIS CONTRACT, TRANSFERRED ELECTRONICALLY, SHALL BE CONSIDERED AS HAVING THE EQUAL LEGAL FORCE WITH THE ORIGINALS OF THESE DOCUMENTS ONLY IF THEIR RECEIPT IS CONFIRMED BY THE RECEIVING PARTY.
16.11. THIS CONTRACT COMES INTO FULL LEGAL FORCE AND EFFECT AFTER BOTH PARTIES HAVE SIGNED/SEALED ALL ITS PAGES.
16.12. THIS CONTRACT SHALL BE VALID UNTIL THE DATE OF FINAL SHIPMENT OF GOODS PLUS 30 (THIRTY) DAYS; AT THE END OF THIS TERM THIS CONTRACT MAY BE EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES FOR AN ADDITIONAL TERM WITHIN THIRTY (30) CALENDAR DAYS PRIOR TO THE END OF THIS TERM, AND WILL BE SUBJECT TO MODIFICATIONS NECESSARY DUE TO CHANGES WHICH MAY HAVE OCCURRED IN THE APPROPRIATE MARKETS
16.13. UNDERSIGNED PARTIES WARRANT AND AFFIRM, UNDER PENALTY OF PERJURY, THAT EACH HAS THE LEGAL CAPACITY AND LAWFUL AUTHORITY VESTED IN THEM TO EXECUTE THIS CONTRACT.
16.14. THIS CONTRACT IS DRAWN UP IN ENGLISH AND MULTIPLE COPIES EXCHANGED VIA ELECTRONIC AND FAX TRANSMISSION, EACH OF WHICH SHALL BE DEEMED ORIGINAL AND SHALL BE LEGALLY BINDING. ANY SUBSEQUENT ADDITION, DELETION OR AMENDMENT WILL NOT BE VALID UNLESS SUCH CHANGES ARE MADE IN WRITING AND ARE SIGNED BY BOTH PARTIES.
16.15. IN EVENT OF NON CONFORMANCE TO SPECIFICATIONS AS SHOWN IN ARTICLE 2 ABOVE,THE BUYER RESERVES THE RIGHT TO ASK THE SELLER TO REPLACE THE STOCK OR TO WITHDRAW THE CONTRACT IN THE EVENT THAT THE BUYER OR THE SELLER WITHDRAWS FROM THE CONTRACT OR DON'T RESPECT A PART OF THIS CONTRACT OR DOES NOT UPLIFT THE MONTHLY SHIPMENTS QUANTITIES, THE BUYER OR THE SELLER SHALL BE LIABLE TO PAY TO THE SELLER OR THE BUYER DAMAGES IN THE ACCOUNT OF US $ 5.00 (FIVE)/MT FOR EACH AND EVERY BREACH OF THIS CONDITION, AND THE TOTAL OUTSTANDING QUANTITY REMAINING NOT DELIVERED UNDER THIS CONTRACT, WITHIN 30 (THIRTY) DAYS FROM THE FIRST BREACH OR LAST WITHDRAWAL.

ARTICLE 17: DUTIES, TARIFFS, AND TAXES

IMPORT DUTIES, TARIFFS AND OTHER SUCH GOVERNMENTAL CHARGES IMPOSED UPON THE GOODS DESCRIBED HEREIN SHALL BE AT BUYER'S ACCOUNT AND HIS SOLE RESPONSIBILITY AS THE LAW OF DESTINATION COUNTRY.
BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND COPY SENT TO SELLER.
BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LICENSES OR ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION. SELLER WILL BEAR NO RESPONSIBILITY TO PROVIDE SUCH DOCUMENTATION.
BUYER WILL BEAR ALL COSTS NEITHER ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL BEAR ALL COSTS AND
PENALTIES IF SUCH DOCUMENTS ARE NOR SECURED.
IN NO CASE SHALL THE SELLER BE HELD LIABLE FOR MISSING OR IMPROPER DOCUMENTATION AT PORT OF DISCHARGE.

ARTICLE 18: MISCELLANEOUS:

1. THIS CONTRACT SHALL BE LEGAL AND BINDING UPON SIGNATURE THE ORIGINALS OF CONTRACT OR THE FAX COPIES. UPON RECEIPT OF THE COUNTERSIGNED FAX COPY, SELLER OR HIS AGENT SHALL SEND FOUR HARD COPIES BY MAIL OR COURIER TO THE BUYER WHO SHALL SIGN AND RETURN TWO COPIES, THEREOF DULY EXECUTED, TO THE SELLER.
2. ALL BANK EXPENSES CHARGED BY THE BUYER'S BANK RELATED TO THE AGREEMENT ARE FOR THE BUYER'S RESPONSIBILITY. ALL BANK EXPENSES CHARGED BY THE SELLER'S BANK RELATED TO AGREEMENT ARE FOR THE SELLER'S RESPONSIBILITY.
3. THE SELLER SHALL INFORM THE BUYER THE NAME THE VESSEL AT LEAST 10 DAYS BEFORE THE ESTIMATED TIME OF ARRIVAL OF THE VESSEL FOR UNLOADING.
4. THE BUYER SHALL INFORM THE SELLER THE NAME THE SHIPPING AGENT AT DISCHARGE PORT AT LEAST 10 DAYS BEFORE ESTIMATED TIME OF ARRIVAL FOR UNLOADING.
5. ALL CONSIGNMENTS SHALL BE SHIPPED FROM THE PORT OF LOADING TO THE PORT OF UNLOADING DIRECTLY. NO TRANSSHIPMENT ALLOWED.
6. THE VESSEL MUST SATISFY THE REQUIREMENTS OF THE SEAPORTS OF DESTINATION.

ARTICLE 19: PROCEDURES

THE BUYER ISSUES AN IRREVOCABLE CORPORATE PURCHASE ORDER (ICPO) OR AN IRREVOCABLE LETTER OF INTENT (LOI) WITH BANK SOFT PROB.
THE SELLER ISSUES A DRAFT CONTRACT TO THE BUYER.
THE BUYER RETURNS REVISED DRAFT CONTRACT TO THE SELLER VIA, FAX OR EMAIL.
THE SELLER REVIEWS AND CONFIRMS ANY CHANGES MADE IN DRAFT CONTRACT BY THE BUYER. IF THE SELLER AGREES TO THE CHANGES MADE BY BUYER, THE SELLER ISSUES THE FINAL BINDING CONTRACT VIA FAX OR EMAIL.
THE BUYER RETURNS THE FINAL AGREED CONTRACT DULY SIGNED AND SEALED VIA EMAIL OR FAX.
THE SELLER WILL THEN SCAN THE FULLY SIGNED, SEALED AND INITIALED CONTRACT AND EMAIL OR FAX THE “SOFT COPIES” TO THE BUYER.
THE BUYER WILL ISSUE TO THE SELLER SIX (6) ORIGINAL HARD COPIES OF THE CONTRACT VIA COURIER TO SELLER’S ADDRESS AS STATED IN THE CONTRACT.
IMMEDIATELY UPON RECEIVING THE BUYER’S SIGNED AND SEALED HARD COPIES OF THE CONTRACT VIA COURIER THE SELLER WILL PERSONALLY SIGN AND SEAL THE SIX (6) HARD COPIES AND RETURN THREE(3) ORIGINALS BY COURIER TO THE BUYER.
THE BUYER’S BANK ISSUES, WITHIN 7 DAYS OF RECEIVING THE HARD COPIES, TO THE SELLER’S BANK A IRREVOCABLE PRE ADVISE OF THE OPERATIVE PAYMENT INSTRUMENT
THE SELLER WILL, WITHIN 7 WORKING DAYS OF RECEIPT THE IRREVOCABLE PRE ADVISE OF AN ACCEPTABLE OPERATIVE PAYMENT INSTRUMENT, ISSUES BANK TO BANK THE POP AND THE PB (2%).
SHIPPING OF THE SUGAR WILL COMMENCE WITHIN THIRTY (35) TO FORTY-FIVE (45) DAYS FROM DATE OF SELLER’S RECEIPT OF THE ACCEPTABLE OPERATIVE PAYMENT INSTRUMENT.

ARTICLE 20: VALIDITY

THIS CONTRACT WILL ARRIVE VIA EMAIL SIGNED BY SELLER WITHIN FIVE BUSINESS DAYS FROM THE DATE OF THIS CONTRACT. THE SWIFT OF THE FINANCIAL INSTRUMENT WILL HAVE TO COME TO THE OPERATING UNITY AND THE SELLER WITHIN 7 WORKDAYS AFTER THE CONTRACT SIGNATURE IN HARD COPY.

CONTRACT SIGNATORIES
SELLER'S SIGNATURE AND SEAL
COMPANY NAME: xxxxxxxxxxxxxxxxxx
REPRESENTED BY: xxxxxxxxxxxxxxxxx
DATE OF SIGNATURE: xxxxxxxxxx
BUYER'S SIGNATURE AND SEAL
COMPANY NAME: xxxxxxxxxxxxxxxxxx
REPRESENTED BY: xxxxxxxxxxxxxxxxx
DATE OF SIGNATURE: xxxxxxxxxxxxxx
CONTACT NAME: xxxxxxxxxxxxxxxxxxx

ARTICLE 21: BANKING INFORMATION

SELLERS FULL BANKING DETAILS WILL BE GIVEN WITH FINAL SALES AND PURCHASE CONTRACT. NO CONTACT WITH THE SELLER'S BANK (S) MAY BE MADE WITHOUT THE EXPLICIT WRITTEN PERMISSION OF THE SELLER. IF CONTACT IS MADE WITHOUT THIS PERMISSION, THE CONTRACT IS CONSIDERED NULL AND VOID. SELLER RESERVES THE RIGHT TO USE ONE OF ITS ALTERNATE CORPORATE BANK ACCOUNTS. IN THE EVENT AN ALTERNATE ACCOUNT IS TO BE USED, SELLER WILL NOTIFY BUYER OF NEW BANK COORDINATES WITHIN 48 HOURS OF RECEIPT OF SIGNED AND SEALED CONTRACT. SELLER REQUIRES THAT BUYER NOTIFY SELLER PRIOR TO FORWARDING ANY FINANCIAL INSTRUMENT OR CORRESPONDENCE TO SELLER'S BANK.
THE SELLER'S BANK DOES NOT PROVIDE INFORMATION TO PRIVATE OR SOCIETY BUT ONLY TO OTHER BANKS, EXCLUSIVELY THROUGH THE CIPHERED CODE WITH CONTROL KEYS, (BANK TO BANK) AS BANKING INTERNATIONAL PROCEDURE TO RESPECT THE SWISS BANK GOVERNMENT ORDER.

ADDENDUM "A"

WHITE REFINED SUGAR GRADE A ICUMSA 45 - SHALL CONFORM WITH THE FOLLOWING
SPECIFICATIONS AND/OR INTERNATIONAL STANDARD SPECIFICATIONS, FIT FOR HUMAN
COMMODITY WHITE CANE SUGAR ICUMSA 45
POLARITY AT: 20 DEG. CENTIGRADE: 99.80 MIN.
ASH CONTENT: 0.04% MÁX.
MOISTURE: 0.04% MÁX.
SOLUBILITY: 100.0% DRT AND FREE FLOWING.
GRANULATION FINE TO MEDIUM
ICUMSA MÁX 45 ICUMSA, ATTENUATION INDEX UNITS METHOD NO: 4-1978)
SEDIMENTS: NONE
COLOR SPARKING WHITE
CROP 2006/2007
MAGNETIC PARTICLES: MG/K 4.
SO: MG/KG 20.
RADIATION NORMAL W/O PRESENCE OF CESIUM OR IODINE: CERTIFIED
SMELL FREE OF ANY SMELL
REDUCING SUGAR 0.05% MAX
SUBSTANCE SOLID, CRYSTAL MAX
MAX AS 1 P.P.M
MAX OS 2 P.P.M.
MAX CU 3 P.P.M.
HPN STAPH AUREUS NIL
LATEST CROP SUGAR SHOULD BE EXTRACTED FROM SOUND, UNFERMENTED AND UNDECAYED SUGAR CANE - SUGAR SHOULD BE CLEAN FREE FROM ANY FOREIGN MATTER, TASTE OR ODOUR AND HAVE THE SWEET TASTE CHARACTERISTIC OF WHITE SUGAR WHETHER DRY OR IN SOLUTION.

EDT (Electronic document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-
1- Incorporate U.S. Public Law 106-229, ''Electronic Signatures in Global and National Commerce Act'' or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for
Trade Facilitation and Electronic Business (UN/CEFACT).
3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

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