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Official contract for transactions in cocoa beans on F.O.B. SHIPPED WEIGHT TERMS
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Form n° 2 - Official contract for transactions in cocoa beans on F.O.B. SHIPPED WEIGHT TERMS
Company/trading name of seller : ____________
Company/trading name of buyer : ____________
Date : ____________
N° : ____________
We confirm the verbal sale which we made with you
through ____________
by order and on behalf of ____________
subject to the Market Rules of the Association française du commerce des cacaos and the conditions set out on both sides of this contract, which the parties declare they are familiar with and accept.
- Quantity : ____________ (tonnes of 1,000 kg).
With a tolerance of plus or minus 1 %, on shipment, of which the weight shown on the weight certificate shall be proof.
- Cocoa : ____________
- Quality on shipment
Fair merchantable.
- Price : ____________
- Packing :
In new exportable, woven, non-returnable bags : actual tare.
- Shipment period
From origin during : ____________
- Shipment port(s)
At seller's option ; to be declared not later than 45 days before the first day of the shipment period, failing which shipment to be effected from the major cocoa port of the country of origin.
- Freight
At buyer's expense.
- Marine insurance
At buyer's expense.
- Payment (cf clause # 5)
Net cash for 100 % of the amount of the invoice.
(a) by irrevocable letter of credit, in conformity with the contractual conditions agreed by the parties.
(b) at first presentation in ____________ and in exchange for shipping documents complying with the conditions of this sale.1
- Special conditions2 : ____________
- Buyer's stamp and signature : ____________
- Seller's stamp and signature : ____________
F.O.B. NET SHIPPED WEIGHTS terms
1. Freight
The seller shall bear the costs and risks relating to the goods until such time as they have passed the shipÈs rail at the port of shipment at origin.
The buyer shall advise the seller of the following :
- the name of the vessel (or her substitute) ;
- the name of the ship's agent at the port of shipment ;
- the estimated time of arrival ("E.T.A.") of the vessel at the port of shipment ;
- the quantity to be loaded on board ;
- the name of his supervisor, if he appoints one.
The buyer shall send this advice to the seller not later than 15 days before the scheduled date of the vessers arrival at the port of shipment, failing which the seller shall not be obliged to load the goods on the said vessel and may require the buyer to provide, within the required time, an advice regarding a vessel named as substitute.
In any event, if an advice has bean forwarded promptly along the string of buyers and sellers, it shall be considered to have been received within the required time by the first seller. If the loading cannot take place by the scheduled date :
- either because of late arrival of the vessel ;
- or because of a refusal by the carrier to accept the goods on board (unless the seller is at fault),
the buyer shall reimburse the seller the extra costs incurred by the latter, from the second day following the latest E.T.A. of the vessel notified in writing by the buyer to the seller up to the date of arrival in the port of shipment of the delayed or substituted vessel, provided that the goods have been tallied, in the presence of the buyer's and the seller's supervisors if the buyer has appointed a supervisor.
If the buyer is unable to nominate within the required time a vessel due to load during the shipment period stipulated in this contract, he shall be deemed to be in default.
If the seller cannot make the goods available for loading onto the vessel nominated by the buyer, he shall be deemed to be in default.In the event of either party to this contract being in default, the other party may ask for the terms of the close-out of this contract to be fixed by means of arbitration (with any price difference, additional costs, penalty and interest to be borne by the party in default).
2. Shipment
Shipment shall be effected by through bill(s) of lading specifying the goods, with the number of bags, shipping marks, and serial numbers if they exist.
Unless there is proof to the contrary, the bill of lading marked . Moaded on board, shall be taken as proof of shipment and its date as the date of shipment.
3. Advice of shipment (declaration)
All advices of shipment shall be made by telex or telegram.
They shall specify : the origin of the goods, the name of the vessel, the tonnage involved, the number of bags, the shipping marks, the serial numbers (if they exist), the date and number of the loaded on board bill of lading, the destination and the mode of transport (conventional, container, bolster, etc.).
Any significant error may be rectified up to the opening of the hatches.
Each declaration shall be for a minimum of 25 tonnes, except for the balance of the quantity sold. In the event of several bills of lading appearing on the same declaration, each bill of lading shall be considered to be a partial declaration. Each partial declaration shall be considered to be the execution of a separate contract.
A declaration which complies with the terms of this contract shall be irrevocable.
The seller shall be entitled to declare a shipment against this contract ship lost or not lost, subject to him submitting proof of shipment and providing the buyer with all the shipping documents (cf. clause # 4).
Each seller shall fonward the declaration to his buyer promptly.
Any costs and consequences which may result from failure to comply with the above obligations shall be borne by the party responsible.
4. Documents
The seller shall provide the buyer with the following documents :
- invoice ;
- complete set of clean, negotiable, loaded on board bills of lading marked "Freight payable at destination" ;
- certificate of origin or movement ;
- weight certificate complying with the conditions of this sale, and confirmation of drawing of samples in the presence of the buyer's and the seller's supervisors, or by the seller's supervisor if one had not been appointed by the buyer ;
- quality certificate complying with the conditions of this sale, signed by the seller's supervisor ;
- phytosanitory and fumigation certificates issued in accordance with the requirements of the country of export ;
- Any certificates or documents required under international agreements and requlations applying to cocoa transactions between the country of origin and the country of destination.
5. Payment
a) By letter of credit issued by a first-class bank at the buyer's expense :
In any event, the seller's bank shall receive from the issuing bank notification of the opening of the credit before the commencement of the shipment period, failing which the buyer shall be deemed to be in default. The validity of the credit shall extend at least 21 days beyond the shipment period stipulated in this contract.
b) Payment against documents :
Payment shall be by net cash, without discount, at first presentation of the documents listed above.
In the event of non-payment, by the buyer, for documents complying with the conditions of this sale, the seller may give him formal notice to effect payment within 48 hours.If payment is not made within that period, the seller may freely dispose of the goods and, declaring the buyer to be in default, may ask for the terms of the close-out of this contract to be fixed by means of arbitration (with any price difference, additional costs, penalty and interest to be borne by the buyer).
6. Supervision, weighing and sampling
Supervision, weighing and sampling of each bill of lading shall be obligatory and carried out without interruption in the presence of the buyer's and the seller's supervisors on shipment at the seller's expense with each party bearing the costs of its own supervisor.
The tonnage shown on the weight certificate shall be final, whether the buyer is represented or not at weighing.
a) Supervision : If no supervisor is appointed by the buyer within the period stipulated in this contract, the loaded goods are deemed to comply with the conditions of this sale.
b) Sampling : Sealed samples shall be randomly drawn in the presence of the buyer's and the seller's supervisors on a minimum of 30 % of the bags to be loaded. In the event of various shipping marks appearing on the bill of lading, each mark shall be samplad separately. The samples shall weigh a minimum of 2 kg and be packed and sealed in woven bags.
7. Force Majeure
If shipment is prevented for reasons of unforeseeable and insurmountable events, the shipment period shall be automatically extended by one month.
If, at the end of such extension, shipment is still impossible for the reasons indicated above, the buyer shall have the option :
- either of terminating this contract in respect of any quantity not shipped.
- or of continuing to perfom this contract ; in this case, the freight booked shall be the first available after the day when the buyer is informed by the seller that shipment is now possible ; the shipment period shall be extended, such extension, however, being limited to five months ; when this period has elapsed, this contract shall be automatically cancelled for any quantity not shipped.
The above-mentioned option shall be declared in writing by the buyer to the seller as soon as the latter has notified his inability to ship during the extended period, but not later than seven days from the end of the month following the shipment period stipulated in this contract.
This contract shall be deemed void if the buyer does not declare the above-mentioned option in the manner set out above.
In all cases the seller shall give prompt notice to the buyer and supply proof of Force Majeure.
8. Arbitration claims
a) Quality claims : Any claim relating to inferior quality shall reach the counter-party and the A.F.C.C. within a maximum period of 21 days after the date of the bill of lading. Notwithstanding article 17 paragraph 1 of the Rules of the "Chambre Arbitrale"of the A.F.C.C., the arbitration shall be made within 50 days from the date of the bill of lading.
b) Technical claims : Any claim shall reach the counter-party and the A.F.C.C. within a maximum period of one year after the date of the bill of lading, or aiter the last scheduled date for shipment if such has not taken place.
c) Arbitration procedure and appeal : The parties shall refer to the rules of the a Chambre Arbitrale, of the A.F.C.C.
9. Arbitration clause
By express agreement, any dispute arising between the seller and the buyer for any reason whatsoever relating to this contract shall be settled by arbitration by the "Chambre Arbitraleof the A.F.C.C. " in accordance with its rules which both parties declare they are familiar with and accept. The arbitration award shall be final and not subject to appeal.
10. Applicable Law
This contract and its consequences shall be subject to French Law.
__________________1 Delete as appropriate, failing which paragraph B) shall be deemed to be deleted.
2 Insert "None" if there are no special conditions
