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Official contract for transactions in cacaos beans on C.I.F NET LANDED WEIGHT TERMS
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Form n° 1 - Official contract for transactions in cocoa beans on CIF NET LANDED 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 general conditions of this contract, specified on the reverse, which the parties declare they are familier with and accept.
- Quantity : ____________ (tonnes of 1,000 kg).
With a tolerance of plus or minus 2%, on shipment, of which the weight shown on the bill of lading shall be proof.
- Cocoa : ____________
- Quality on arrival
Fair merchantable. Mandatory acceptance of the goods in all cases.
- Price
Fixed and indivisible. ____________
Cost, insurance and freight, net landed weight, with a tolerance of plus or minus 2% in relation to the quantity sold.
- Packing
In new exportable, woven, non-returnable bags ; actuel tare.
- Port(s) of destination
At buyer's option, to be declared not later than 15 days before the first day of the shipment period, by minimum quantifies of 25 tonnes per port.
- Shipment period
From origin during ____________
at seller's option.
- Payment
Net cash for 99% of the amount of the provisional invoice at first presentation and in exchange for shipping documents complying with the conditions of this sale (cf. clause # 3).
Special conditions1 : ____________
Buyer's stamp and signature : ____________
Seller's stamp and signature : ____________
A.F.C.C. general conditions
1. Shipment
Shipment shall be effected by through bill(s) of lading specifying the goods with the number of bags, shipping marks and serial numbers.
The date of loading shown on the bill of lading shall be taken as the date of shipment, unless there is proof to the contrary. The bill of lading marked "loaded and/or received on board" shall be taken as proof of shipment.
2. Advice of shipment (declaration)
All advices of shipment made by telex or telegram or registered letter shall be deemed to be valid.
They shall specify : the origin of the goods, the name of the vessel, the tonnage involved, the number of bags, the shipping marks and serial numbers, the date and number of the through bill of lading, the destination and, if any, the name of the supervisor appointed by the seller.
The declaration shall specify whether the parcel is in complete or partial fulfilment of the quantity sold. Any significant error may be rectified up to the opening of the hatches.
In the case of a voyage including transshipment(s), the name of the main carrier to the port of final destination shall be fonwarded to the buyer by the seller not later than 7 days before the arrival of the vessel in the said port.
A declaration which complies with the terms of this contract shall be irrevocable.
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. The seller shall be entitled to declare a shipment against this sale ship lost or not lost, sublect to him submitting proof of shipment and providing the buyer with all the shipping documents (cf. clause # 3).
Each seller shall forward the declaration to his buyer promptly (cf. Market Rule # 5).
If the declaration arrives after the opening of the hatches at the port of destination, the buyer shall not be entitled to refuse it but may charge the party respon- for the financial consequences resulting from the delay in the transmission of the declaration.
If the buyer has not received the declaration by midnight on the 14th day following the shipment period, he may refuse a subsequent declaration and, declaring the seller to be in default, may ask for the terms of the close-out of the contract to be fixed by means of arbitration (with any price difference, penalty and interest to be borne by the latter).
However if each buyer who receives the declaration after the 13th day forwards it promptly to his buyer, the said declaration shall be covered by the contract and cannot be rejected.
3. Documents
a) List :
- provisional lnvoice ;
- complete set of freigth-paid clean on board negotiable bills of fading marked "loaded and/or received on board" (lester of guarantee for any missing copies) or delivery order raised by the carrier ;
- policy, or Insurance certificate marked "premium paid" and "complies with A.F.C.C. conditions" or letter of guarantee ;
- certificate of origin or movement, or lester of guarantee in provisional replacement ;
- any certificates and documents required under international agreements applying to cocoa transactions between the country of origin and the country of destination.
N.B.: The buyer may demand that all letters of guarantee be bank guarantees.
b) Presentation and payment of documents :
If the documents complying with the conditions of this sale are not presented before the expiry of the free quay rental period, only the additional rental charges and/or bank guarantee charges incurred shall be borne by the seller.
In the case of transshipment stated in the bill of lading the presentation of documents can be effected only after loading into the last main carrier.
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, penalty and interest to be borne by the buyer).
c) Charges and taxes :
All unloading charges, taxes and customs duties incurred or which may be incurred at the port of discharge and/or within the country of final destination shall be borne by the buyer.
4. Supervision, weighing and sampling
Supervision, weighing and sampling of each bill of lading or delivery order shall be obligatory and carried out without interruption in the presence of the buyer's and the seller's supervisors at the port of destination specified in the bill of lading, at the buyer's expense, within a maximum of 15 days after the final day of landing of the vessel, failing which the seller may issue the final invoice on the basis of the bill of lading (or delivery order) weight increased by 2 %.
This method of invoicing shall not apply if the buyer is not responsible for the delay and if the buyer weighs the parcel without delay as soon as he has access to the goods.
If the valid documents are not presented when the vessel arrives, the above mentioned period shall commence from the date of their presentation.
a) Supervision : The buyer shall summon the supervisor appointed by the seller, failing which the latter may issue the final invoice on the bill of lading (or delivery order) weight increased by 2%. If no supervisor is appointed by the seller before the arrival of the vessel, as defined by the responsible authority, the weighing and sampling carried out by the buyer's supervisor or by a sworn weigher or duly authorised company shall be binding on the parties.
b) Weight : In the event of losses or damage it shall be for the buyer to safeguard his rights of recovery against the shipping company and the insurers. In the event of the tolerance of minus 2% 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 final day of landing of the vessel, if the market value is higher than the selling price.
In the event of the tolerance of plus 2% being exceeded, the total excess shall remain for the accourt of the seller, if the buyer refuses to take delivery of the total excess at the market value on the final day of landing of the vessel.
c) 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 sound landed bags at fhe time of the weighing performed within the stipulated period, failing which the buyer shall lose the right to claim arbitration on quality. In the event of various shipping marks appearing on the bill of lading, each mark shall be sampled separately. The samples shall weigh a minimum of 2 kg and be packed and sealed in woven bags.
5. Final invoicing
The net landed weight to be invoiced shall be calculated by multiplying the average weight of the sound and full bags agreed on arrival by the number of bags shown on the bill of lading (or delivery order).
The seller shall issue the final invoice within 30 days from the last day of weighing and attach to it a copy of the supervisor's report. After this period, the invoice may be issued by the buyer.
If the seller has not appointed a supervisor the buyer shall forward or have fonwarded to the seller the document certifying the weight, issued by one of fhe parties indicated in fine 58 above within a period of 15 business days from the last day of weighing, failing which the seller may invoice on the basis of the bill of lading (or delivery order) weight.
The balance shall be paid on receipt of the final invoice if it is in favour of the seller, or when the invoice is despatched if it is in favour of the buyer. The interest owed, due as from the date of the final invoice but at the earliest from the 31st day after the weighing, shall be calculated by the creditor at the official bank rate applying to the currency of this contract, plus 2% per annum.
30 days affer this date the rate of interest chargeable shall be increased by half, but not above the maximum legal rate of interest.
6. Insurance
The goods shall be insured by the seller at the contract price plus 2.50% with first-class insurance companies, subject to the following conditions :
- full reimbursement without deduction of franchise ;
- including the risks of theft in general and pilferage, and partial or total loss of the goods insured ;
- and subject to the all risks conditions of the "Police Française d'Assurance Maritime sur Facultés".
The seller shall insure the goods against risks of war mines and strikes tris obligations shall be limited however to the terms and conditions in force in France at the time of shipment. Any excess over 0,50% of the total amount of premium for risks of war, mines and strikes shall be for the buyer's accourt and the latter shall be informed of this at the latest at the time of declaration.
In the event of total or partial loss of the goods covered by this contract, or damage leading to subrogation to the insurers, the seller shall not be bound to replace them and the quantifies lost shall simply be deducted from the quantity sold.
The buyer shall pay the full value of the goods in exchange for the full set of bills of lading or delivery order, the invoice and fhe insurance certificate, allowing him direct recourse against the insurers.
7. Shipping companies
The freight shall be paid by the seller. Unless expressly stated to the contrary by the buyer he shall use first-class shipping companies and load the goods on board liner vessels with A1 classification on one of the registers listed in the "Police Française d'assurance Maritime sur Facultes".
8. Arbitration claims
a) Quality claims : Any claim for inferior quality shall reach the counter-party and the A.F.C.C. within a maximum period of 21 days affer the final day of landing of the vessel. The claim shall be forwarded promptly by telegram or telex along the string of buyer's and sellera.
b) Technical claims : Any claim shall reach the counter-party and the A.F.C.C. within a maximum period of one year affer the final day of landing of the vessel, or after the lest scheduled date for shipment if such has not taken place.
c) Arbitratlon procedure and appeal : The parties shall refer to the rules of the "Chambre Arbitrale" of the A.F.C.C.
9. Force majeure
The claim for Force Majeure shall be made not later than 8 days after the shipment period failing which it shall be deemed to be inadmissible. In the event of shipment being prevented or delayed by reasons of unforseeable and insurmountable events resulting from a ban on exports, fire, strike, lock-out, riot, war, revolution or other cases of Force Majeure, the shipment period shall be extended by one month.
If the shipment delay exceeds one month the buyer shall have the option :
- either of terminating this contract in respect of any quantity not shipped.
- or of continuing to perform this contract by a shipment effected as soon as the original cause of the prevention or delay has ceased to exist, but not laterthan 5 months affer the end of the firsf month's extension. When this period has elapsed, this contract shall be automatically cancelled for any quantity notshipped.
This above mentioned option shall be declared in writing by the buyer to the seller as soon as the latter has notified tris inability to ship during the extended period but not later than 7 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 it shall be for the seller to give prompt notice to the buyer and supply proof of Force Majeure.
10. 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 familier with and accept. The arbitration award shall be final and not subject to appeal.
11. Applicable Law
This contract and its consequences shall be subject to French Law
__________________1 Insert « None » if there are no special conditions
