Contract for home produced cakes and/or meal

Contract for home produced cakes and / or meal

Date : ___________

Sellers : ___________

Intervening as brokers : ___________

Buyers : ___________ have this day entered into a contract on the following terms and conditions.

1. Goods: ___________ of good merchantable quality.

Notwithstanding the particulars of the Statutory Declaration provided in accordance with the Feedingstuffs Regulations 1982, and any amendment thereto, any contractual analysis allowances shall be in accordance with the terms of the Quality Clause of the contract.

2. Quantity: ___________ per tonne of 1000 kilograms.

3. Weighing: ___________

4. Price: ___________

5. Delivery

Buyers shall accept delivery and Sellers shall deliver within the period specified in the contract. Should Buyers through no fault of Sellers fail to collect or refuse delivery of the whole or part by the end of the delivery period, Buyers shall pay the purchase price in accordance with the payment terms as though delivery had been made. Sellers may at their option and after notification in writing of their intentions, deliver the quantity due for collection or delivery either in whole or in part to a third party store/warehouse at Buyers' risk with all charges for Buyers' account. Should Sellers, through no fault of Buyers not have completed delivery within the specified period of the contract for proved failure of delivery by the supplying mill, not due to reasons covered by the Force Majeure or Prohibition Clauses, Sellers shall make Buyers an allowance in accordance with the following scale:

after which time the Sellers shall be deemed to be in default and the contract price shall be deemed to be the original contract price, less the 2.50% allowance and any other contractual differences shall be settled on the basis of such reduced price.

6. Part deliveries

Each delivery shall be considered a separate contract.

7. Payment

Final Invoices for monies due may be prepared by either party and shall be settled without delay. If not settled, either party may declare that a dispute has arisen which may be referred to arbitration as herein provided.

8. Interest

If there has been unreasonable delay in any payment interest appropriate to the currency involved shall be charged. If such charge is not mutually agreed, a dispute shall be deemed to exist which shall be settled by arbitration. Otherwise interest shall be payable only where specifically provided in the terms of the contract or by an award of arbitration. The terms of this clause do not override the parties obligation under the Payment Clause.

9. Brokerage

___________ per tonne to be paid by Sellers on the mean contract quantity, goods lost or not lost, contract fulfilled or not fulfilled unless such non-fulfilment is due to the successful application of the Prohibition Clause or the Force Majeure Clause.

Brokerage shall be due on the last day of the period of delivery.

10. Method of analysis

Methods of Analysis to be prescribed by the Grain and Feed Trade Association, being the GAFTA Regulations, Form No: 130, for the time being in force. Analysts shall state what methods they have used on the Certificate of Analysis.

11. Latent defect

The goods are not warranted free from defect, rendering same unmerchantable, which would not be apparent on reasonable examination, any statute or role of law to the contrary notwithstanding.

12. Undesirable substances

These goods are not intended for sale nor sold as being suitable for straight feedingstuffs, but are only suitable as raw materials for further processing and mixture with other materials as to which no warranty is given or to be implied as to the percentage of these goods to be used in any such operations which are at Buyers' sole risk.

13. Force majeure, strikes etc.

Should the execution of this contract or any unfulfilled portion thereof be prevented by strikes, breakdown of machinery, including the late arrival of the raw material caused by force majeure, or by any cause comprehended in the term "Force Majeure", provided that notice has been given by Sellers within 7 consecutive days from the occurrence, or not later than 30 consecutive days before the commencement of the delivery period, whichever is later, the time for delivery shall be extended for a period of 30 consecutive days. After the additional period of 30 consecutive days, the contract shall be void for the unfulfilled portion so prevented. Buyers shall have no claim against Sellers for delay or non-fulfilment under this clause, provided that Sellers shall have supplied to Buyers if required, satisfactory evidence to justify the delay or non-fulfilment.

14. Prohibition

In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act or other circumstances beyond the control of Sellers preventing shipment or delivery of raw or processed materials, this contract or any unfulfilled portion thereof so affected shall be cancelled. In the event of shipment/delivery proving impossible during the contract period by reason of any of the causes enumerated herein, Sellers shall advise Buyers without delay of the reasons thereof. If required, Sellers must produce proof to justify their claim for cancellation.

15. Notices

Any notices received after 1600 hours on a business day shall be deemed to have been received on the business day following. A notice to the Brokers or Agent shall be deemed a notice under this contract. All notices given under this contract shall be given by letter, if delivered by hand on the day of writing, or by telegram or by telex or by other method of rapid written communication. In case of resales all notices shall be passed on without delay by Buyers to their respective Sellers or vice versa.

16. Facsimile

Notwithstanding anything in this contract to the contrary, notices despatched under this contract shall NOT be transmitted by means of facsimile machines.

17. Non-business days

Saturdays, Sundays and the officially recognised and/or legal holidays of the respective countries and any days which The Grain and Feed Trade Association may declare as non-business days for specific purposes, shall be non-business days. Should the time limit for doing any act or giving any notice expire on a non-business day, the time so limited shall be extended until the first business day thereafter.

18. Tax/duty

Any variation in tax or duty or any tax or duty hereafter imposed and assessed by the EC/EU or any member national government thereof upon the import, production, processing, sale, delivery, or use of the goods which are the subject of this contract or the raw materials from which the said goods are processed shall be for the account of the Buyers.

19. Default

In default of fulfilment of contract by either party, the following provisions shall apply :

(a) The party other than the defaulter shall, at their discretion have the right, after giving notice by letter, telegram or telex to the defaulter to sell or purchase, as the case may be, against the defaulter, and such sale or purchase shall establish the default price.

(b) If either party be dissatisfied with such default price or if the right at (a) above is not exercised and damages cannot be mutually agreed, then the assessment of damages shall be settled by arbitration.

(c) The damages payable shall be based on the difference between the contract price and either the default price established under (a) above or upon the actual or estimated value of the goods, on the date of default, established under (b) above.

(d) In all cases the damages shall, in addition, include any proven additional expenses which would directly and naturally result in the ordinary course of events from the defaulter's breach of contract, but shall in no case include loss of profit on any sub-contracts made by the party defaulted against or others unless the Arbitrator(s) or Board of Appeal, having regard to special circumstances, shall in his/their sole and absolute discretion think fit.

(e) Damages, if any, shall be computed on the mean contract quantity.

20. Insolvency

If before the fulfilment of this contract, either party shall suspend payments, notify any of the creditors that he is unable to meet debts or that he has suspended or that he is about to suspend payments of his debts, convene, call or hold a meeting of creditors, propose a voluntary arrangement, have an administration order made, have a winding up order made, have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation (other than for re-construction or amalgamation) become subject to an Interim Order under Section 252 of the Insolvency Act 1986, or have a Bankruptcy Petition presented against him (any of which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall forthwith transmit by telex or telegram or by other method of rapid written communication a notice of the occurrence of such Act of Insolvency to the other party to the contract and upon proof (by either the other party to the contract or the Receiver, Administrator, Liquidator or other person representing the party committing the Act of Insolvency) that such notice was thus given within 2 business days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price ruling on the business day following the giving of the notice. If such notice be not given as aforesaid, then the other party, on learning of the occurrence of the Act of Insolvency, shall have the option of declaring the contract closed out at either the market price on the first business day after the date when such party first learnt of the occurrence of the Act of Insolvency or at the market price ruling on the first business day after the date when the Act of Insolvency occurred. In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of the contract by re-purchase or re-sale, and the difference between the contract price and the re-purchase or re-sale price shall be the amount payable or receivable under this contract.

21. Domicile

Buyers and Sellers agree that, for the purpose of proceedings either legal or by arbitration, this contract shall be deemed to have been made in England, and to be performed there, any correspondence in reference to the offer, the acceptance, the place of payment, or otherwise, notwithstanding, and the Courts of England or arbitrators appointed in England, as the case may be, shall, except for the purpose of enforcing any award made in pursuance of the Arbitration Clause hereof, have exclusive jurisdiction over all disputes which may arise under this contract. Such disputes shall be settled according to the law of England, whatever the domicile, residence or place of business of the parties to this contract may be or become. Any party to this contract residing or carrying on business elsewhere than in England or Wales, shall for the purpose of proceedings at law or in arbitration be considered as ordinarily resident or carrying on business at the offices of The Grain and Feed Trade Association, and if in Scotland, he shall be held to have prorogated jurisdiction against himself to the English Courts; or if in Northern Ireland to have submitted to the jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such party by leaving the same at the office of The Grain and Feed Trade Association, together with the posting of a copy of such proceedings to his address abroad, or in Scotland or in Northern Ireland, shall be deemed good service, any rule of law or equity to the contrary notwithstanding. Where goods forming the subject of this contract are not for consumption in Great Britain or Northern Ireland nothing in the foregoing shall make the sale subject to the provisions of the Agriculture Act for the time being in force.

22. Arbitration

(a) Any dispute arising out of or under this contract shall be settled by arbitration in accordance with the Arbitration Rules, No: 125, of The Grain and Feed Trade Association, in the edition current at the date of this contract, such Rules forming part of this contract and of which bath parties hereto shall be deemed to be cognisant.

(b) Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal proceedings against the other of them in respect of any such dispute until such dispute shall first have been heard and determined by the Arbitrator(s) or a Board of Appeal, as the case may be, in accordance with the Arbitration Rules and it is expressly agreed and declared that the obtaining of an award from the Arbitrator(s) or a Board of Appeal, as the case may be, shall be a condition precedent to the right of either party hereto or of any persons claiming under either of them to bring any action or other legal proceedings against the other of them in respect of any such dispute.

23. International conventions

The following shall not apply to this contract :

(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on International Sales Act 1967;

(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; and

(c) the United Nations Convention on Prescription (Limitation) in the International Sale of Goods of 1974 and the amending Protocol of 1980.

Sellers : ___________ Buyers : ___________

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