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Official contract for transactions in cocoa beans on C.I.F.NET LANDED WEIGHT with ARRIVAL et/ou TENDER IN STORE options
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Form n° 4 - Official contract for transactions in cocoa beans on C.I.F.NET LANDED WEIGHT with "ARRIVAL" and/or "TENDER IN STORE" options
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 2% in relation to the quantity sold.
- Cocoa : ____________
- Quality
Fair and merchantable. Determined on arrival of the vessel at the port of destination, or in store in case of tender in store. Mandatory acceptance of the goods in all cases.
- Price : ____________
- Conditions
At seller's option :
a) SHIPMENT from origin during ____________
b) ARRIVAL at ____________ during____________
by shipment either from origin or from any other port.
c) TENDER IN STORE at ____________ during with/without1 reimbursement clause (cf. lines 57/58 on the reverse of this contract).
Any exercise of an option which complies with the conditions of this sale shall be irrevocable.
- Packing
In new exportable, woven, non-returnable bags - Actual tare.
- Payment
At first presentation and in exchange for shipping documents or, in the case of tender in store, for delivery documents specified on the reverse of this contract.
- Special conditions2 : ____________
- Buyer's stamp and signature : ____________
- Seller's stamp and signature : ____________
Special conditions relating to "options"
1. Fulfilment by "SHIPMENT"
The seller who chooses to fulfil this contract by this option shall send the declaration to his buyer not later than by midnight on the 14th day following the shipment period; in this case all the terms and conditions of the A.F.C.C. contract form n° 1 (C.I.F.) shall apply.
2. Fulfilment by "ARRIVAL"
All the terms and conditions of the A.F.C.C. contract form n° 1 shall apply to transactions executed under this option, as long as they do not conflict with the following terms and conditions.
The present option may only be exercised by the seller if, at the time of the advice of shipment (declaration), the cocoa is afloat and scheduled to arrive at the port of destination specified on the bill of lading during the arrival period stipulated in this contract.
The declaration shall, in addition to what is specifically mentioned in the A.F.C.C. contract form n° 1, include the estimated time of arrival of the vessel at the port specified on the bill of lading, as indicated to the seller by the shipping company on the day of the said declaration.
The seller shall only be able to claim Force Majeure if he has declared in writing, not later than 15 days before the commencement of the arrival period stipulated in this contract, his intention to load at a port other than the port of origin. Such a declaration shall be forwarded promptly along the string of buyers and sellers.
3. Fulfilment by "TENDER IN STORE".
Only sound cocoa, after reconditioning, may be delivered under this option.
All terms and conditions of the A.F.C.C. contract form n° 1 shall apply to transactions executed under this option, as long as they do not conflict with the following terms and conditions.
A. Advice of tender (declaration) : All advices of tender shall specify : the location of the goods, the warrant number or reference of the irrevocable delivery order issued by the warehousekeeper, the date of storage, the origin, the tonnage involved, the number of bags, the shipping marks, the date of the last weighing made in the warehouse, the expiry date of the rent and insurance and, if any, the name of the supervisor appointed by the seller.
All declarations shall specify whether the parcel is in complete or partial fulfilment of the quantity sold. Each declaration shall be considered to be the execution of a separate contract.
Each declaration shall be for a minimum of 10 tonnes, except for the balance of the quantity sold.
B. Delivery documents : List :
- Invoice based on the last weight certified in the warehouse ;
- Warrant or irrevocable delivery order issued by the warehousekeeper, mentioning the origin, the tonnage, the number of bags and their marks ;
- Any certificates and documents required under international agreements relating to transactions between the country of origin of the cocoa and the country of destination.
C. Weighing : The weight from the last certified weighing shall be binding on the parties. However, if the last weighing took place more than 6 months before the declaration, the buyer shall be entitled :
- to a contractual rebate of 0.5% if the goods are not removed from the warehouse within 15 days after the date of presentation of documents ;
- either to the 0.5% rebate indicated above or to the reweighing, if the goods are removed from the warehouse within 15 days after the date of presentation of documents. This reweighing shall take place in the presence of the buyer's and the seller's supervisors without interruption at the time of delivery from the warehouse; it shall give rise to an "adjustment invoice".
The seller shall bear the cost of unstowing, placing on the scales and reweighing.
In the event of the tolerance of minus 2% of the quantity sold being exceeded, the total shortfall shall Give rise to compensation calculated on the basis of the difference between the selling price and the market value on the last day of reweighing.
In the event of the tolerance of plus 2% of the quantity sold being exceeded, the total excess shall remain for the account of the seller if the buyer refuses to take delivery of the total excess at the market value on the last day of reweighing.
D. Sampling : Sealed samples shall be randomly drawn in the presence of the buyer's and the seller's supervisors within 15 days after the date of presentation of documents or, in the case of reweighing in this period, at the time and under the conditions of the reweighing.
The seller shall take all necessary measures to facilitate the access to the parcel for sampling.
E. Storage and insurance costs : The goods shall be stored and insured at the contract price by the seller at his own expense up to at least the 15th day inclusive following the date of presentation of documents.
The goods shall remain at seller's risk until the declaration is issued.
F. Reimbursement clause : The buyer shall reimburse the seller the costs from C.l.F. to warehouse and the cost of weighing of the parcel.
G. Payment : The amount of the full invoice shall be paid 4 business days after the date of the declaration, in exchange for delivery documents complying with the conditions of this sale.
H. Arbitration claims :
(a) quality claims : any claim shall reach the counter-party and the A.F.C.C. within a maximum period of 21 days after the date of presentation of documents.
(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 presentation of documents.
(c) arbitration procedure and appeal : the parties shall refer to the rules of the "Chambre Arbitrale" of the A.F.C.C.
4. 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 Arbitrale" of 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.
5. Applicable Law
This contract and its consequences shall be subject to French Law.
__________________1 Delete as appropriate ; failing which the word "with" shall be deemed to be deleted
2 Insert "None" if there are no special conditions
