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's Details Company Name Address REG. REA Telephone Fax E_Mail Representative Title HEREIN AFTER CALLED THE "SELLER"
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 ANAILABLE 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.
SHIPMENT NO. APPROX. SAILING DATE QUANTITY MT. DESTINATION
*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 LC. 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 REISK 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
BY CONFIRMED, IRREVOCABLE, DIVISIBLE, TRANSFERABLE, AUTO-REVOLVING FF DLC/RDLC/BG BY OR CONFIRMED BY A PRIMARY TWENTY-FIVE WORLD BANK FOR THE QUANTITY OF XXXXXXXXX M/T, IN THE TOTAL AMOUNT OF USD XXXXXXXXX (XXXXXXXXXXX). THE TEXT OF THE RDLC 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 FULFILLMENT 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.
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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InProved Pte. Ltd. is operating as InProved (“InProved”, “we”, “our” or “us”) and is the controller, for the purposes GDPR, responsible for the processing of personal data through our Services. Our address is 151 Chin Swee Road Manhattan House 02-24 Singapore 169876. Our Data Protection Officer can be contacted directly at support@InProved.com
2. Information We Collect
We collect specific data from you directly, like the information you enter yourself. We may also receive some data automatically, like information about your device and the aspects of our Services you interact with or spend time using. Examples of information we collect include:
2.1 Personal Data
a) When you create a InProved Account (“Account”), you provide us with personal information that may include your username, email address, first and last name, contact details, account password, company information and payment information. We may collect additional information when you are using our Services such as project information (necessary for provision of business capabilities), business function and industry classification, share capital and paid-up capital (necessary for company incorporation) and sales, revenue, direct costs, operating costs, remuneration (necessary for provision of intangible assets). If you choose to subscribe to business capabilities and intangible assets through our platform, we will ask for payment and card information, email address and automatically send you invoices and receipts via email.
b) In some cases, your company director or employer may have set up an account with us. Your employer’s service administrator may provide your email address to us, which we use to send you an email invitation, in which your use of the Services shall be deemed as authorisation of and consent to your director or employer’s disclosure of your personal information in the manner described in this Policy. All employer service administrators further warrant, represent and undertake that they have obtained the consent of all parties of the personal information provided in the manner described in this Policy.
c) If you provide to us any personal data relating to a third party, you warrant, represent and undertake that, by submitting such information to us, you have obtained the consent of the third party to provide us with their personal data.
2.2 Technical, Usage and Location Information
2.3 Third Party Platforms
We may collect information when you interact with our advertisements and other content on third-party platforms or sites, such as social networking sites. Information may include your social profile from the social networking sites or the fact that you viewed or interacted with the content.
2.4 Other Information
We may collect additional information from you that is not explicitly listed here. We may use any such information under this Policy or as otherwise permitted by you.
3. Cookie Usage
a) Essential cookies: These are strictly necessary to provide you with our Services. Without these cookies, we would not be able to provide you with our Services.
b) Functionality cookies: These cookies allow us to remember your preferences when you use our Services.
c) Analytics cookies: These cookies allow us to gather statistical data and analyse how our users use our Services.
d) Advertising cookies: These cookies are used to make advertising messages more relevant to you.
e) Social media cookies: These cookies are used to enable you to share content that you find interesting through third-party social networking and other websites. These may also be used for advertising purposes.
4. How We Use Your Information
We may use the information that we collect to provide, improve, personalise, analyse, diagnose, measure and protect our Services. Examples of how we may use your information include:
a) Providing our Services to you;
b) To verify your subscriptions via our InProved platform;
c) To provide media announcement and responses;
d) Maintain and improve our Services;
e) Customising existing and future product offerings to our users;
f) Processing payments, refunds, fee adjustments and waivers;
g) Processing administrative claims arising from the Services;
h) Research and development;
i) Providing customer support or technical assistance;
j) Responding to inquiries from you;
k) Contacting you to provide product updates, information about products you have requested or purchased;
l) Creating or administrating your Account, including verifying you with your Account;
m) Marketing and promoting our products, services and features that you may be interested in, and monitoring the performance of our marketing efforts;
n) Generate aggregate, non-identifying information about how people use our Services;
o) Fight spam, fraud and other form of abuse and all related investigations thereto;
p) Enhancing security of our Services and protecting your information;
q) To monitor or record phone calls and customer-facing interactions for quality assurance, employee training and performance evaluation and identity verification purposes;
r) Sharing with third parties for the purposes discussed in Clause 5 below;
s) Facilitating business asset transactions involving White Labs Pte. Ltd;
t) To comply with applicable law, legal process and regulation and protect legitimate business interests; and
u) Purposes which are reasonably related to the aforesaid.
5. How We Share Your Information
At times we may share specific personal information with our strategic partners that work for us to provide services. Examples of some of these third parties include:
5.1 Service Providers
We share personal information with companies who provide services such as payment processing, data storage, hosting, order fulfilment, customer service, corporate services, financial services, insurance related services, information processing, analytics, marketing, research, and other service providers who enable specific features and functionalities of the Services you see on InProved.
5.2 Corporate Service Providers
When you use our corporate related Services, we will share relevant personal information with corporate service providers ("Suppliers") such as accountants and auditors, trademark and patent lawyers, financial institutions, venture capitalists, corporate lawyers and legal consultants, corporate secretarial providers, airlines, hotels, property owners, insurance providers, logistics and movers, freight forwarders, management consultants, employment agencies, digital marketers, family offices, companies operating in capital markets, licensed money lenders, who will fulfil your business capabilities.
5.3 Professional Advisors
Our consultants, lawyers, accountants, auditors, financial institutions, advisors may need to review specific personal information to provide legal, accounting, compliance, banking and similar services.
5.4 Service Administrators
If you work for an organization that uses our Services, your service administrator and others within your organization may have the ability to access and control specific personal information. As set out above, your service administrator’s use of the Services shall be deemed as authorisation of and consent to your organization’s access and control of the said personal information in accordance with their internal policy. Please refer to your organization’s internal policy if you have questions about this.
All employers warrant, represent, and undertake that all internal policies and usage of employee and director personal information shall be in material compliance with all applicable laws.
5.5 Legal Authorities
We may disclose your personal information if we believe it is reasonably necessary to comply with applicable law, including government requests, law enforcement requests, and otherwise to protect rights, property and safety of ourselves or others.
In the event of a reorganisation, merger, or sale we may transfer any personal information we collect to the relevant third party.
6. How We Protect Your Information
We implement appropriate technical and organisational security safeguards to protect the information we collect and store. However, due to inherent open nature of the Internet, no security measures are entirely foolproof. In the event that any information gets compromised, we will take reasonable steps to investigate and notify the affected users and take other actions in accordance with any applicable laws and regulations.
7. How Long We Store Your Information
We will retain your information for as long as your Account is active or as needed to provide you Services. We may also keep some of your personal information for as long as reasonably necessary for our legitimate business interests, including fraud detection, and to comply with our legal obligations including tax, statutory reporting, and auditing.
8. Minors Under 18 Years of Age
Our Services are not intended for children under the age of 18, and we do not knowingly collect personally identifiable information from children under the age of 18. In the event that we learn that we have collected personal information from a child under age 18, we will take the necessary steps to remove that information. If you believe that a child under the age of 18 has under any circumstances provided us with personal information, please contact us at support@InProved.com.
9. Links to Other Websites
Our Services may contain links to and from third party websites. If you follow a link to any of these websites, please note that we are not responsible for the content, privacy or security practices and policies of those websites or services. To protect your information, we recommend that you carefully review the privacy policies of other websites and services that you access.
10. Your Rights
You have the following rights in relation to your personal information:
10.1 Communication Preferences
You may unsubscribe from our marketing communications at any time by following the opt-out links on any marketing message sent to you, updating your communication preferences through your Account settings, or by contacting us at any time. Please note that you may be unable to opt-out of certain Services-related communications including but not limited to the confirmation of your subscriptions, security and verification alerts, billings and expense approvals.
10.2 Blocking Cookies
You may remove or block certain cookies using the settings in your browser. If you do not accept our cookies, you may not be able to use our Services properly. Also, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com
10.3 Access and Correction
If you wish to access, correct or update your personal information, you may do so at any time by accessing Account settings through our website. Alternatively, you can contact us at support@InProved.com with your name and information requested to be accessed, corrected, or removed. You are responsible for providing us with current and updated information. We may decline to process requests that jeopardise the privacy of others. We may also charge a reasonable fee if your request is repetitive, excessive or require disproportionate technical effort, or, we may refuse to comply with your request in these circumstances. Please note that we may retain your information as necessary to support our Services, comply with legal obligations or resolve disputes.
10.4 Data Subject Rights for EU Citizens and/or Organisations within the EU
The GDPR provides relevant individuals with additional rights including the right to access personal information, right to rectify personal information, right to delete personal information, right to object to processing of personal information, right to restrict processing of personal information, the right to transfer personal information, the right to object to the processing of personal information and the right not to be subject to automated decision-making. To exercise these rights, please contact us at support@InProved.com. Please note that we will require you to provide us with proof of identity before responding to any requests to exercise your rights. We will respond to your request within the applicable statutory term.
Please note that if you withdraw your consent to any or all use of your personal data, depending on the nature of your request, we may not be in a position to continue to provide the Services to you.
11. How to Contact us
If you have any questions or need to contact us about this Policy, please contact us by email at support@InProved.com.
12. Changes to Our Policy
We reserve the right to make changes to this Policy at any time. We will notify you of any significant changes to this Policy on our website or through appropriate communication channels. All changes shall be effective immediately upon posting to this page unless otherwise mentioned in the notification. Your continued use of our Services constitutes your agreement to this Policy and any updates.
13. Governing Law and Jurisdiction
This Policy shall be governed by the laws of Singapore. You agree to submit to exclusive jurisdiction of the Singapore courts.