Contract for Full Container Loads (FCLs) Cereals

Contract for full container loads (F.C.L.s) cereals

Date ____________

Sellers ____________

Intervening as brokers ____________

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

1. Goods ____________

2. Quality

* Final at point of packing the container ____________

* At time and place of acceptance about as per sealed sample marked ____________ in possession of ____________

* About fair average quality at time and area of acceptance ____________.

* Marrowfat Peas supplied under this contract are warranted to comply with The Grain and Feed Trade Association Grade No. 1, established for the period of shipment.

3. Place of acceptance

At point of packing or container depot, base or terminal in ____________

____________

4. Bills of lading

Bill or bills of lading dated, or to be dated ____________

The bill/s of lading shall be dated when the goods are handed over to the Container Consortia or their Agents.

5. Quantity

____________ full containers each estimated to contain ____________

6. Weight

* (a) Established at place of acceptance, or

* (b) at place of delivery. If the place of delivery is other than a container terminal then Buyers agree to pay the extra expenses for following incurred by the Sellers or their superintendents for such weighing.

7. Samples

* (a) Samples to be taken at place of acceptance, or

* (b) at place of delivery. If the place of delivery is other than a container terminal then Buyers agree to pay the extra expenses for following incurred by the Sellers or their superintendents for such sampling.

8. Price

At the price of ____________

including insurance and freight ____________

9. Place of delivery

Direct or indirect with or without transhipment to ____________ container terminal/base/or to ____________

10. Freight

Basic Service Rate (BSR) payable when due/on or before arrival at terminal.

U.K./Europe Zone charges if applicable payable when due/on or before arrival at terminal.

The term "freight" is used to cover costs of movement of the goods from the place of acceptance to place ofdelivery.

Where place of delivery is other than a container terminal, a U.K./Europe zone charge is payable to

cover any onward movement.

There is no guarantee that the containers will be stowed below deck during their sea passage.

11. Payment

Payment to be by cash ____________ in exchange for all contractual documents, on or before arrival of the ship at terminal at Buyers' option, but if the ship shall not have arrived within ____________ days from date of bill of lading, payment, unless already made, to be made on or after the ____________ day from bill of lading date when required by Sellers. If these documents have not been sighted at the time of ship's arrival at terminal, Sellers must provide other documents entitling Buyers to obtain collection, and, without prejudice to Buyers' rights under the contract, payment must be made in exchange for same, provided that, if such payment be made, any charges incurred by reason of such non-sighting of documents shall be borne by Sellers.

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 to 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.

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.

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.

12. 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.

13. 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.

14. 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 doss 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.

15. Strikes

(a) Should acceptance of the goods or any part thereof be prevented at any time during the last 28 days of contract period, or at any time during contract period if such be less than 28 days, by reason of Riots, civil commotions, strikes or lock-outs at a container depot, base or terminal, or elsewhere preventing the handing over of the goods to the container organisation or its Agent/s, then Sellers shall be entitled at the termination of such riot, civil commotion, strike or lock-out or at the restoration of facilities to as much time, not exceeding 14 days, for handing over the goods as was left for such act under the contract prior to the outbreak of the riot, civil commotion, strike or lock-out, and in the event of the time left for handing over the shipment under the contract being 14 days or less, a minimum extension of 14 days shall be allowed. In the event of further riots, civil commotions, strikes or lock-outs occurring during the time by which the contract period has been extended by reason of the operation of the foregoing, the additional extension shall be limited to the actual duration of the delays due to such causes. In the event of non-fulfilment after the Sellers have claimed an extension under this clause, the date of default shall be similarly deferred.

(b) If the Sellers desire to claim an extension of time for handing over under this clause they shall within 7 consecutive days of the termination of the riot, civil commotion, strike or lock-out or the restoration of facilities, but in no case later than 2 business days after the expiry of the contract period, send notice by cable or telex direct or through their House or Representative or Agent to their Buyers naming the place of acceptance which is intended.

All such notices must be passed on in due course (by cable or telex if the parties are domiciled in different towns).

(c) If required by Buyers, Sellers must provide documentary evidence to justify any claim for extension under this clause.

16. Extension of time for handing over

The period for acceptance stipulated in this contract, if 31 days or less, shall, if claimed by the Sellers, be extended for not more than 8 days, providing the Sellers give notice of claiming extension by cable or telex sent not later than the next business day following the last day of the originally stipulated period; 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 handing over 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 extended, in accordance with the following scale: 1 to 4 days, 0.50% of the gross contract price; 5 or 6 days, 1% of the gross contract price; 7 or 8 days, 1.50% of the gross contract price, but if, notwithstanding such notice, the Sellers default in handing over, then the contract shall be deemed to have called for acceptance during the originally stipulated period plus 8 days, at contract price less 1.50%, and any settlement for default shall be calculated on this basis. If any allowance becomes due under this clause, the contract 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.

17. Appropriation

Notice of Appropriation specifying the ship's name, or intended ship's name - in the latter case the actual name of the ocean going ship shall be telegraphed or telexed as soon as possible - the date of the bill/bills of lading and the container numbers shall be telegraphed or telexed by the Sellers to their Buyers, either direct or through their Representative or Agent within ____________ days from date of bill of lading, and such notice shall be deemed to be under reserve for error in the date(s) of the bill / bills of lading.

Should the Sellers' notice be delayed beyond the said ____________ days through any cause beyond their control, the Sellers' Representative or Agent shall pass on the notice to the Buyers in due course after receipt, but in no case later than 24 hours after arrival of the shipping documents.

18. Facsimile

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

19. 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 m force.

20. 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.

21. 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.

22. Other terms

All other terms and conditions as per The Grain and Feed Trade Association Contract No: ____________ (of which bath parties admit the existence and agree the conditions) but the following clauses are deemed to be deleted:

- Ports of shipment

- Shipment and Classification

- Discharge

- Weighing

- Pro-Rata

- Deficiency

Any other clause which is clearly not relevant to the movement of goods by container.

Where the above-mentioned Grain and Feed Trade Association contract the term "shipment" is used this shall be deemed to mean "Acceptance"/"Handing-over".

Sellers ____________ Buyers ____________

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