Contract for La Plata Grain Parcels, Tale Quale - C.I.F. Terms

Contract for la plata grain parcels tale quale - cif terms

Date ____________

Sellers ____________

Intervening as brokers ____________

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

1. Goods ____________

____________

2. Quality

* of fair average quality of the season's shipments at time and place of shipment of the undermentioned weight.

* Maize - of fair average quality of the season's shipments at time of shipment.

* Oats - of fair average quality White and/or Red La Plata Oats of the season's shipments at time and place of shipment, which may contain up to 15% of Black Oats, of the undermentioned weight.

Place of shipment under this contract shall be understood as the port or group of ports adopted by the appointed Standards Committee in making the Standard.

The fair average quality to be assessed upon the basis of, and by comparison with, The Grain and Feed Trade Association's official F.A.Q. Standard of the month during which the bill of' lading is dated. In the event of no F.A.Q. Standard being established by the Association, the Arbitrator(s) shall in his/their discretion decide what is the fair average quality. An average sample of the delivery shall be taken and sealed jointly at port of discharge by the Representatives of the Shipper and the Representatives of the Holders of the bill of lading or Shipper's delivery order, and shall be forwarded immediately to the Association for the purpose of establishing the F.A.Q. Standard. The expenses of such sampling and forwarding shall be paid half by the Receiver and half by the Sellers.

If the difference between the delivery and the F.A.Q. Standard (after taking into account the amount allowed for deficiency in Natural Weight) shall not amount to 0.50% on contract price, no allowance for quality shall be due; otherwise the Buyers shall be entitled to the full difference in value.

*at time and place of shipment about as per sealed sample marked ____________ in possession of ____________ the word "about" shall mean the equivalent of 0.50% on contract price.

Difference in quality shall not entitle Buyers to reject, except under the award of Arbitrator(s) or Board of Appeal, as the case may be, referred to in accordance with the Arbitration Rules specified in the Arbitration Clause hereafter appearing.

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

Shipment in good condition.

Should the grain arrive out of condition, due allowance shall be made for the time of year in which the shipment took place.

The fact of the goods so arriving shall not necessarily be sufficient proof of an improper shipment.

3.Natural weight

Natural weight of ____________ kilograms per hectolitre guaranteed at time and place of ____________ to be ascertained and allowances determined according to the rules of The Grain and Feed Trade Association for the description of grain sold.

4. Finality clause

Where the natural weight, analysis for admixture or analysis for warranties / guaranties is to be determined by The Grain and Feed Trade Association or their appointed Analysts or other accepted authority agreed by both parties, instructions to proceed shall be sent by the last Buyers to the Association, Analyst or accepted authority whichever is applicable within 21 days of final discharge of the ship at the last port of destination under this contract. In the event of non-compliance with any of the preceding provisions of this clause claims for excess or deficiency as applicable shall be deemed to be waived and absolutely barred, unless the Arbitrator(s) or Board of Appeal referred to in the Arbitration Rules, shall in his/their absolute discretion, otherwise determine.

5. Ship's classification

Per first class steamer or steamers and/or power engined ship or ships (excluding Tankers and Vessels which are either classified in Lloyd's Register or described in Lloyd's Shipping Index as "Ore/Oil" Vessels) classed not lower than 100 A1 or British Corporation B.S. or top classification in American, French, Italian, Norwegian or other equal Register, or ships not inferior to these classifications.

____________

6. Port of shipment

From a port or ports in the Argentine Republic and/or Uruguay. Vessels loaded in the area of kilometre 52 to be considered as if loaded at Buenos Aires and/or La Plata.

7. Shipment

As per bill(s) of lading dated or to be dated ____________.

The bill of lading to be dated when the goods are actually on board.

8. Quantity

____________ say ____________ 2% more or less.

Sellers shall have the option of shipping a further 3 %, more or less on contract quantity, excess or deficiency over the above 2%, shall be settled at the c.i.f. price on the date of bill of lading, and on the quantity thereof; the value to be fixed by arbitration, unless mutually agreed.

9. Price

At ____________

10. Destination

Cost, insurance and freight direct or indirect to ____________

11. Freight

Freight payable on discharge, less advances for the ordinary ship's disbursements at port of loading.

12. 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. Brokerage shall be due on the day shipping documents are exchanged or, if the goods are not appropriated then the brokerage shall be due on the 30th consecutive day after the last day for appropriation or advice of shipment.

13. Payment

Payment to be in cash in London in exchange for shipping documents, on or before the arrival of the ship at port of discharge, at Buyers' option, but if the ship shall not have arrived within 37 days from date of bill of lading, payment, unless already made, to be made on or after the 37th day from bill of lading date when required by Sellers. If shipping documents have not been sighted at time of ship's arrival at port of discharge, Sellers must provide other documents entitling Buyers to obtain delivery of the grain and, without prejudice to Buyers' rights under the contract, payment must be made in exchange for same, provided that if such payment be made, proved landing charges, if any, incurred by reason of such nonsighting of shipping documents shall be borne by Sellers and allowed for in final invoice.

Costs of collection shall be for account of Sellers, but if Buyers demand presentation only through a bank of their choice, in that event any additional collection costs shall be for the account of the Buyers.

When payment is due on a non-business day, Buyers shall have the option of taking up the shipping documents on the previous business day - payment to be made not later than 12 noon.

No obvious clerical error in the documents shall entitle the Buyers to reject them or delay payment, but Sellers shall be responsible for all loss or expense caused to Buyers by reason of such error and Sellers shall on request of Buyers furnish an approved guarantee in respect thereto.

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.

14. 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.

15. War deviation

Buyers agree to accept documents containing the Chamber of Shipping War Deviation Clauses and/or other recognised official War Risk Clause.

16. Insurance

Sellers shall provide insurance on terms not less favourable than those set out hereunder, and as set out in detail in The Grain and Feed Trade Association Form 72 viz:

(a) Risks Covered:

(b) Insurers

The insurance to be effected with first class underwriters and/or companies who are domiciled or carrying on business in the United Kingdom or who, for the purpose of any legal proceedings, accept a British domicile and provide an address for service of process in London, but for whose solvency Sellers shall not be responsible.

(c) Insurable Value

Insured amount to be for not less than 2% over the invoice amount, including freight when freight is payable on shipment or due in any event, ship and/or cargo lost or not lost, and including the amount of any War Risk premium payable by Buyers.

(d) Freight Contingency

When freight is payable on arrival or on right and true delivery of the goods and the insurance does not include the freight, Sellers shall effect insurance upon similar terms, such insurance to attach only as such freight becomes payable, for the amount of the freight plus 2%, until the termination of the risk as provided in the above mentioned clauses, and shall undertake that their policies are so worded that in the case of a particular or general average claim the Buyers shall be put in the same position as if the C.I.F. value plus 2% were insured from the time of shipment.

(e) Certificates/Policies

Sellers shall give all policies and/or certificates and/or letters of insurance provided for in this contract, (duly stamped if applicable) for original and increased value (if any) for the value stipulated in (c) above. In the event of a certificate of insurance being supplied, it is agreed that such certificate shall be exchanged by Sellers for a policy if and when required, and such certificate shall state on its face that it is so exchangeable. If required by Buyers, letter(s) of insurance shall be guaranteed by a recognised bank, or by any other guarantor who is acceptable to Buyers.

(f) Total Loss

In the event of total or constructive total loss, or where the amount of the insurance becomes payable in full, the insured amount in excess of 2% over the invoice amount shall be for Sellers' account and the party in possession of the policy(ies) shall collect the amount of insurance and shall thereupon settle with the other party on that basis.

(g) Currency of Claims

Claims to be paid in the currency of the contract.

(h) War and Strike Risks/Premiums

Any premium in excess of 0.50% to be for account of Buyers. The rate of such insurance not to exceed the rate ruling in London at time of shipment or date of vessel's sailing whichever may be adopted by underwriters. Such excess premium shall be claimed from Buyers, wherever possible, with the Provisional Invoice, but in no case later than the date of vessel's arrival, or not later than 7 consecutive days after the rate has been agreed with underwriters, whichever may be the later, otherwise such claim shall be void unless, in the opinion of Arbitrators, the delay is justifiable. Sellers' obligation to provide War Risk Insurance shall be limited to the terms and conditions in force and generally obtainable in London at time of shipment.

(i) Where Sellers are responsible for allowances or other payments to Buyers under Rye Terms or other contractual terms, (and which risks are also covered by the insurance provided by Sellers), the Buyers, on receipt of settlement, shall immediately return to Sellers the insurance documents originally received from them and shall, if required, subrogate to Sellers all right of claim against the Insurers in respect of such matters.

17. Discharge

Ship to discharge according to the custom of the port, or according to the conditions of the bills of lading in force with regular Lines to the port of discharge.

If documents are tendered which do not provide for discharging as above, or contain contrary stipulations, Sellers to be responsible to Buyers for all extra expenses incurred thereby.

18. Pro rata

(a) Should any of the above mentioned quantity form part of a larger quantity of the same or a different period of shipment of bags of the same mark, or of a similar quality, whether in bags or bulk or whether destined to more than one port, no separation or distinction shall be necessary.

(b) All loose collected, damaged goods and sweepings shall be shared by and apportioned pro-rata in kind between the various Receivers thereof at the port of discharge named in the contract, buying under contracts containing this clause. In the event of this not being practicable or any of them receiving more or less than his pro-rata share or apportionment, he shall settle with the other(s) on a pro-rata basis in cash at the market price and each Receiver shall bear his proportion of the depreciation in market value. The pro-rata statement shall be established by the Sellers or their Representatives in conjunction with the Receivers or their Representatives.

(c) The above pro-rata apportionment between Receivers shall have no bearing on the establishment of final invoices with Sellers and for the purpose of these final invoices, the total quantity of loose collected, damaged goods and sweepings shall be regarded as delivered to those Receivers who did not receive their full invoiced quantity.

(d) In the case of excess or deficiency, the difference between the invoiced and the total delivered quantity shall be settled at the market price by final invoices to be rendered by Receivers, who have received more or less than that paid for, to their immediate Sellers without taking into consideration the above pro-rata apportionment between Receivers.

(e) If an excess quantity is delivered to one or more Receiver and a deficient quantity is delivered to one or more Receiver, the excess and deficiency shall be settled between them at the market price. Final invoices shall be established with immediate Sellers for any balance resulting from this settlement.

(f) All Shippers, Sellers and Buyers of any part of such larger quantity as aforesaid under contracts containing this clause shall be deemed to have entered into mutual agreements with one another to the above effect, and to agree to submit to arbitration all questions and claims between them or any of them in regard to the execution of this clause as aforesaid in accordance with the Arbitration Clause of this contract. Sellers and Buyers shall give all reasonable assistance in execution of this clause. All Sellers shall be responsible for the settlement by the respective Buyers in accordance with this clause within a reasonable time.

(g) The market price wherever mentioned in this clause shall be the market price on the last day of discharge of the vessel in the port of destination, such price to be fixed by arbitration unless mutually agreed.

(h) In the event of this clause being brought into operation, any allowances payable in respect of condition, or quality, or under any of the other guarantees contained in this contract, shall be based upon the actual weight received by the Buyers and not on the pro-rata weight.

(i) In the event of any conflict in terms the method of apportionment applicable to the port of discharge published by The Grain and Feed Trade Association shall, where applicable, take precedence over sub-clauses (b) to (h) above.

(j) In the event that sub-clause (a) applies or that the goods subsequently become co-mingled, and that the goods were shipped by more than one Shipper and destined for one or more ports of discharge then, after the adjustment between Receivers under the terms of this clause, the Shippers shall settle pro-rata between themselves in proportion to their bill of lading quantities. Such settlements shall be made in cash and in the event of two or more discharging ports being involved, then the settlement price shall be the average of the market prices on the last day of discharge in the respective ports.

19. Deficiency

Any deficiency on bill of lading weight to be paid for by Sellers, and any excess over bill of lading weight to be paid for by Buyers, at contract price. If the goods form part of a larger quantity the Pro-rata Clause shall apply and the provisions of this clause shall not apply and settlement shall be in accordance with the Pro-rata Clause. The whole shipment to be weighed.

No payment shall be made for increase in weight occasioned by water and/or oil during the voyage.

In case of sea accident causing a deficiency on invoice weight, Provisional Invoice quantity to be final, except when such deficiency cannot be accounted for by the nature of the accident, and is not recoverable from underwriters.

20. Weighing

The grain to be weighed in drafts of not less than three bags, or not less than five cwts. per draft, or at Buyers' option, ex-ship at even weights of not less than 2001bs. per draft. Should ship land the parcel on the quay, and weighing as above be prevented, it shall be done ex-quay in the same drafts as ex-ship. Sellers and Buyers shall have the right of supervision both as to weighing and delivery.

Should the within be discharged at port or ports in the United Kingdom or Northern Ireland, whereby this contract permits weighing other than on beard, the goods to be weighed up within 21 days from date of final discharge, otherwise the Shipper to have the option of declaring bill of lading weight final.

21. Sampling

Samples shall be taken at time of discharge in accordance with the GAFTA Sampling Rules Form No. 124, and shall be the only samples used for the purposes of arbitration, and where warranted / guaranteed in the contract for determining admixture and/or natural weight. When superintendents are required for the purpose of supervision and sampling of the goods in accordance with these Rules, then the parties agree to appoint from superintendents in the GAFTA Approved Register of Superintendents.

22. Prohibition

In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act done by or on behalf of the government of the country of origin or of the territory where the port or ports of shipment named herein is/are situate, restricting export, whether partially or otherwise, any such restriction shall be deemed by bath parties to apply to this contract and to the extent of such total or partial restriction to prevent fulfilment whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefor and, if required, Sellers must produce proof to justify the cancellation.

23. La plata loading strike

1. Should shipment of the goods or any part thereof be prevented at any time during the last 28 days of guaranteed time of shipment or at any time during guaranteed contract period if such be less than 28 days, by reason of civil and/or military commotions, strikes or lock-outs at port(s) of loading or elsewhere preventing the forwarding of the goods to such port or ports, then the Shipper shall be entitled at the termination of such civil and/or military commotions, strikes or lock-outs to as much time, not exceeding 28 days, for shipment from such port or ports as was left for shipment under the contract prior to the outbreak of the civil and/or military commotions, strikes or lock-outs, and in the event of the time left for shipment under the contract being 14 days or less, a minimum extension of 14 days shall be allowed. In the event of further civil and/or military commotions, strikes or lock-outs occurring during the time by which the guaranteed time of shipment has been extended by reason of the operation of the provisions of the foregoing paragraph, the additional extension allowed shall be limited to the actual duration of such further civil and/or military commotions, strikes or lock-outs. In case of non-fulfilment under the above conditions the date of default shall be similarly deferred. The extensions under the foregoing provisions shall be limited to a total period of 60 days and the contract shall be considered void at the end of such period if shipment is still prevented by civil and/or military commotions, strikes or lock-outs.

2. The Shipper shall give notice by cable or telex naming the port or ports not later than 2 business days after the last day of guaranteed time for shipment if he intends to claim an extension of time for shipment, such notice shall limit the ports for shipment after expiry of contract period to those from which extension is claimed. All such notices shall be passed on in due course.

3. The official Certificate of The Bolsa de Comercio of Buenos Aires or of Rosario, or of the principal Customs Official at port or ports of loading countersigned by The Bolsa de Comercio of Buenos Aires or of Rosario, certifying the existence and duration of civil and/or military commotion, strike or lock-out causing the delay shall be attached to shipping documents. 4. Notices of the outbreak and termination of civil and/or military commotion, strike or lock-out shall be cabled by the Centro de Cereales to The Grain and Feed Trade Association within 5 days of each event.

24. Extension of shipment

The period for shipment stipulated in this contract, if 31 days or less, shall, of claimed by the Shipper, be extended for not more than 8 days, provided the Shipper gives notice claiming extension by cable sent not later than the next business day following the last day included in the originally stipulated period of shipment; the notice need not state the number of additional days claimed, and shall be passed on by intermediary Sellers to their respective Buyers in due course after receipt. If such notice be given and shipment be made within the extended period of 8 days, the Sellers under this contract shall make an allowance to their Buyers, to be deducted in the invoice from the contract price, based on the number of days by which the originally stipulated period is exceeded, in accordance with the following scale: I to 4 days, 0.50% of the gross c.i.f. price; 5 or 6 days, 1 % of the gross c.i.f. price; 7 or 8 days, 1.50% of the gross c.i.f. price; but if, notwithstanding such notice, the Shipper defaults in shipment, then the contract shall be deemed to have called for shipment during the originally stipulated period plus 8 days, at contract price less 1.50%, and any settlement for default shall be calculated on that basis. If any allowance becomes due under this clause, the contract price shall be deemed to be the original contract price less the allowance and any other contractual differences shall be settled on the basis of such reduced price.

25. Appropriation

(a) Notice of Appropriation stating the vessel's name, date of the bill(s) of lading and the approximate quantity loaded shall, within 10 consecutive days from the date of the bill(s) of lading be despatched in accordance with sub-clause (e) by or on behalf of the Shipper direct to the first Buyers or to the Representative or Selling Agent or Brokers named in the contract. The Non-Business Days Clause shall not apply. Should the Shipper's Notice of Appropriation be delayed beyond the said 10 days through any cause beyond his control, the Shipper's Representative or Agent or Brokers shall pass on the notice to Buyers in due course after receipt but in no case later than 24 hours after receiving the shipping documents.

(b) Notice of Appropriation shall, within the period stated in sub-clause (a) above be despatched in accordance with sub-clause (e) by or on behalf of subsequent Sellers to their Buyers or to the Representative or Selling Agent or Brokers named in the contract, but if Notice of Appropriation is received by subsequent Sellers on the last day or after the period stated in subclause (a) from the date of the bill of lading, their Notice of Appropriation shall be deemed to be in time if despatched:

(1) On the same calendar day, if received not later than 1600 hours on any business day, or

(2) Not later than 1600 hours on the next business day, if received after 1600 hours or on a non-business day.

(c) Buyers, on receiving a Notice of Appropriation shall, on demand, give a written receipt therefor, and if required, Sellers shall give to Buyers a copy of the particulars contained in the notice received by them and the time and date of its receipt.

(d) The Shipper's Notice of Appropriation and every subsequent Sellers' Notice of Appropriation shall state the date or the presumed date of the bill of lading and port of shipment which shall be for information only and shall not be binding, but in fixing the period laid down by this clause for despatching Notices of Appropriation the actual date of the bill of lading shall prevail.

(e) Notices of Appropriation shall be despatched by telegram, telex or other method of rapid written communication, or by letter if delivered by hand on day of writing. Every such Notice of Appropriation shall be open to correction of any errors occurring in transmission, provided that the sender is not responsible for such errors, and for any previous error in transmission which has been repeated in good faith. Should the vessel arrive before receipt of the appropriation and any extra expenses be incurred thereby, such expenses are to be borne by Sellers.

(f) When a valid Notice of Appropriation has been received by Buyers, it shall not be withdrawn except with their consent.

(g) A Notice of Appropriation despatched to the Representative, or Selling Agent, or Brokers named in the contract shall be considered an appropriation despatched to the Buyers.

(h) An appropriation shall not be deemed invalid if the date of the bill of lading is within the contract period and if on that date the vessel named is at the port of loading and carrying goods of the contractual description and quantity.

(i) In the event of less than 95 tonnes being appropriated on any one vessel, Buyers shall be entitled to a refund of any proved extra expenses for sampling, analysis and lighterage incurred thereby at port of discharge.

26. Proof of shipment

Bill of lading to be considered proof of date of shipment in the absence of evidence to the contrary. Each shipment appropriated in whole or part fulfilment of this contract to be considered a separate contract, but each bill of lading not to be considered a separate shipment except as to the date on which it can be appropriated. In the event of more than one shipment being made each shipment to be considered a separate contract, but the margin on the mean quantity sold not to be affected thereby.

27. 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.

28. Facsimile

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

29. 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. The period of shipment shall not be affected by this clause.

30. 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 no case shall damages 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 quantity appropriated if any but, if no such quantity has been appropriated then on the mean contract quantity, and any option available to either party shall be deemed to have been exercised accordingly in favour of the mean contract quantity.

(f) Default may be declared by Sellers at any time after expiry of the contract period, and the default date shall then be the first business day after the date of Sellers' advice to their Buyers.

If default has not already been declared then (notwithstanding the provisions stated in the Appropriation Clause) if notice of appropriation is not passed by the 10th consecutive day after the last day for appropriation laid down in the contract, where the Appropriation Clause provides for 7 or more days for despatch of the appropriation, or if notice of appropriation is not passed by the 4th business day after the last day for appropriation laid down in the contract where the Appropriation Clause provides for less than 7 days for despatch of the appropriation, the Sellers shall be deemed to be in default, and the default date shall then be the first business day thereafter

31. Circle

Where Sellers re-purchase from their Buyers or from any subsequent Buyer the same goods or part thereof, a circle shall be considered to exist as regards the particular goods so re-purchased, and the provisions of the Default Clause shall not apply. (For the purpose of this clause the same goods shall mean goods of the same description, from the same country of origin, of the same quality, and, where applicable, of the same analysis warranty, for shipment to the same port(s) of destination during the same period of shipment). Different currencies shall not invalidate the circle.

Subject to the terms of the Prohibition Clause in the contract, if the goods are not appropriated, or, having been appropriated documents are not presented, invoices based on the mean contract quantity shall be settled by all Buyers and their Sellers in the circle by payment by all Buyers to their Sellers of the excess of the Sellers' invoice amount over the lowest invoice amount in the circle. Payment shall be due not later than 15 consecutive days after the last day for appropriation, or, should the circle not be ascertained before the expiry of this time, then payment shall be due not later than 15 consecutive days after the circle is ascertained. Where the circle includes contract(s) expressed in different currencies the lowest invoice amount shall be replaced by the market price on the first day for contractual shipment and invoices shall be settled between each Buyer and his Seller in the circle by payment of the differences between the market price and the relative contract price in currency of the contract.

All Sellers and Buyers shall give every assistance to ascertain the circle and when a circle shall have been ascertained in accordance with this clause same shall be binding on all parties to the circle.

As between Buyers and Sellers in the circle, the non-presentation of documents by Sellers to their Buyers shall not be considered a breach of contract.

Should any party in the circle prior to the due date of payment commit any act comprehended in the Insolvency Clause of this contract, settlement by all parties in the circle shall be calculated at the closing out price as provided for in the Insolvency Clause, which shall be taken as a basis for settlement, instead of the lowest invoice amount in the circle. In this event respective Buyers shall make payment to their Sellers or respective Sellers shall make payment to their Buyers of the difference between the closing out price and the contract price.

32. 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.

33. Domicile

Buyers and Sellers agree that, for the purpose of proceedings either legal or by arbitration, this contract shall be deemed to have bean 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.

34. 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 both 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.

35. 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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