Effective lst February 1997

SELLERS

INTERVENING AS BROKERS

No:64

CoPyrightTIIE GRAIN AND FEED TRADD ASSOCIATION

GENERAL CONTRACTFOB TERMS FOR GRAIN IN BI,]LK

hte

2.

3.

5.

BTJYERS .have this day entered into a contract on the following terms and condilions. and where applicable, on puch.conditions and rules

rp""lilc to ^'p"rtl"ulur

country of origin or a commodiiy which are in [orce in the relevant Crain and Feed Trade Association C.[.F.

conlmct.

1. GOODS IN BIJLK-

I

2

345

7

fiuvir" 11*u" rfr. opii." of"uUine i.; $ i" iOd i"'U"!. i"i r# ","*"g"

r""f, L"gs to be taken and paid for as grain, notapplicable if delivery is to be made at US or Canadian Pons.

QUANTITY- . .

s * ."i" ".L., "t si,i-J' "pti"". r' ii'""J"i iiti'. q'""titv """tr."ii

i.. t*i " !"ir'"1'a i".piei. "l.e; ;qgr;;re;*the margi.n of contract quantity shall be 10 % more or less, excess or deficiency over 5 7o shall be se ttled at the F O B, price

on date of last bill of ladingi value shall be hxed by arbitration unless mutually agryed. !n the event of more-than one

delivery being made each de'iivery shall be considered a separate contract, but the margin on the mean quantity sold shall not

be affected thereby.PRICE-

BROKERAGD Per tonne'

to be Daid by Sellers on the mean contract quantity, goods lost or nol los[, contract fulfrlled or not fulfilled unless suchnon-fuihlmerit is due to the successful applicition 6f rhe Prohibition Clause. Brokerage shall be due on the day shippingdocuments are exchanged or, ifthe goodi ire not delivered then the brokerage shall be due on the 3fth consecutive day after

the last day for delivery.QUALITY.*-Govemment, Offioial or Customary Inspector's Certificates issue-d at time and place ofdelivery shallbe final as to quality

Buyers shall not be entitled to rejeci the ielivery of a higher grade of -grain

of the same colour and descdption. -x df fair average quality of the siason's shipments at time and place ofshipment, to be assessed upon th9 b.a1s o! a4d b.y

comoarison witl Tire Giain and Feed Association's official F.A.Q. St4ndard of the month during which the bill of lading isdatea. In the event of no F.A.Q. Standard being established by the Association, the Arbitrator(s) shall in his/thetr discretion

decide what is the fair average qualjty.

* To avenge at time of shipment about equal to the official standard of the

Chamber of Commerce of the crop

* At time and place of shipment about as per sealed sample marked in the

oossession of . . . .belivery to be made in good condition.DELIVERY-Buyers shall tender vessel(s) in readiness to load betweeo

Seller shall be entitled to receive at least

* delete/specify as applicable

* per tonne of 1000 kilograms

* per ton of 1016 kilograms or 2240 lb$.

25262728293031

3435

38

4,

6.

39404142

43

44

'4'"

)) delivered Free on Board Buyers' Vessel(s))

adoDted bv The Grain and Feed Trade Assooiation

. . . . . . both dates inclusive-

consecutive days notice of probable readiness of vessel

9l0l1

12

14t)

l8t920

22

23

ulr

454641

-4a49505t52535455565',158596061

62

646566

tcEt.

snd of the estimated tonnago required. Vessel(s) to load in accordance with the custom at port of loading unless otherwisestipulated. Bill of lading shall be considered proofof delivery in the absence of evidence to the contnry. Buyers have the rightto substitute the norninated vessel, but in any event the original delivery pedod and any extension shall not be affectedthereby. ln case of re-sales aprovisional notice shell be passed on without delay, where possible, by telephone or facsimileand confirmed by telex or telegram qn the same day. In any event, all notices shall be passed on by telegram or telex withoutdelay. The Notices Clause shall not apply.

7. EXTENSION OF DELMRY- The contract period of delivery shall, if desired by Buyers, be extetrded by an additionalperiod of 2l consecutive days, provided that Buyers give notice in accordance with the Notices Clause not later than the nextbusiness day following the last day of the delivery period.In this event Sellers shall carry the goods for Buyers' account and all charges for storage, interest, insurance and other suchnormal carrying expenses shall be for Buyors' account. Any differences in export duties, taxes, levies etc., between thoseapplying during original delivery pedod and those applying during the period of extension shall be for the account of Buyersand Sellers shall produce evidence of the amounts paid for if required by Buyers and in such cases Clause 13 shall not apply.Should the Buyers feil to present a vorsel in readinesr to load under the extension period, Sellers 3hall have the option ofde.laring the Buyers to be in default or shall be entitlei to demand payment at contract price plus such charges ai state-dabove, less current F.O.B. charges, against warehouse warrants and the tender of such warrhousc warrants shall be consideredcomplete delivery of ihe contract on the part of the Sellers.

9. SHIPMENT AND CLASSIFICATION- Shipment by first class me.chanically self-propelled vessel(s) suitable for the carriageofthe conhact goods classed Lloyds 100A1, or equivalent class, or in accor&nce with the Institute Classification Clause ofthe lnstitute ofLondon Undentrite$, excluding tankers and vessels which are either classified in Lloyd's Register or describedin Lloyd's Shipping Index as "Ore/Oil" vessels.

PAYMENT- By cash in 68

N; ;bri";; ;i";;"i ;;; ir,'tl" ao"urn"nr. .truu "ni,ti"

nuy"." ro ..J..t th.; ., aa"y p"y,l'"'t, iut s.1... .r'nrr u. iZresponsible for all loss or expense caused to Buyers by reason of such error and Sellers shall on request of Buyers fumish 71an approved guamnte€ in rcspect theaeto. '72Final invoic€s for monies due may be prepared by either party and shall be settled without delay. If not settled, either party 13rray dealarc that a dispute has arisen which may be referred to arbitration as herein provided. '74INTEREST- If there has been unreasonable delay in any payment interest appropriate to the currency involved shall be '15charged. If such charge is not mutually agre€d, a dispute shall be de€med to exist which shall be settled by arbitration. '16Otherwise interest shall be payable only where specifically provided in the tems of the contract or by an award of arbit.ation. 11The terms of this clause do not over.ide the parties obligation under the Payment Clause. 78

CERTIFICATES OF ORICIN-

DUTIES,TA)GS,LEVIES,ETC.- All export duties, taxes, levies, etc., present or future, in countryterritory wherc the port or ports of shipment named herein is/are situate, shall be for Sellers' account.

EXPORT LICENCE - To be obtained by

WE|GHING . . . . . . . . . 84Sellers and Buyers and/or their Representatives shall have the right of supervision. 85SAMPLING- if applicable, an aveiage sample of the delivery siall be tiken and sealed jointly at Port of Loading by the 86rcpresentatives of the Sellers and the Buyers, and shall be forwarded immediately to the Association for the purpose of 8'7establishing the F.A.Q. Standard. The expenses ofsuch sampling and forwarding shall be paid half by Buyers and halfby 88Sellers. Sampling, if applicable, in accordance with the GAFIA Sampling Rules Form No.124. When superintendents arc 89required for the pulposes of supervision and sampling of the goods in accordance with these Rules, then the pafties agree to 90 -appoint from superintendents in tho GAFTA Approved Register of Superintendents. 91LATENT DEFECT- The goods are not wafianted free frcm defect, rendering same unmerchantable, which would not be 92apparent on reasonable examinationr any statute or rule of law to the contrary notwithstanding. 93|NSURANCE- Marine and War Risk insurance including strikes, riots, civil commotions and mine risks to be effected by 94Buyers with firstclass underwriters and/or approved companies. Buyers shall supply Sellers with confirmation thereofat least 95five consecutive days prior to expected readiness of vessel(s). If Buyers fail to provide such conhrmation Sellers shall have 96the.ight to place such insurance at Buyers' risk and expense. 97PROHIBITION- In case of prohibition of exDort. blockade or hostilities or in case of anv executive or lepislative act done 98by or on behalf of the govemment of the corintry of origin or of lhe teri tory where the pon or ports oishipment named 99herein is/are situate, rest.icting export, whether parti&lly or otherwise, any such restriction shall be deemed by both parties 100to apply to this contract and to the extent of such total or partial restriction to prevent fulfilment whether by shipment or by 101any other means whatsoever and to that extent this contract or any unfullilled portion thereof shall be cancelled. Sellers shall 102advise Buyers without delay with the reasons therefor and, if required, Sellers must produce proof to justify the cancellation. 103STRIKES 1041. Should delivery ofthe goods orany part thereof be prevented at any time during the last 28 days of guaranteed timeof 105deLivery, or at any time during guaranteed delivery period il such be less than 28 days, by reason ofriots, strikes or lock-outs 106at port(s) of loading or elsewhere preventing the forwarding of the goods to such poft(s), then Sellers shall be entitled at the 107termination of such riots, stdkes or lock-outs to as much time for delivery at such port(s) as was left for delivery under the 108contract prior to the outbreak ofthe riots, strikes or lock-outs, and in the event of the time of the time left for delivery under 109the contract being 14 days or less, a minimum extension of 14 days shall be allowed. In the event of further riots, st.ikes or 110lock-outs occuning during the time by which the guaranteed period of delivery has be,€n extended by reasons ofthe operation 111of the provisions of the foregoing, the additional extensiol allowed shall be limited to the actual duration of such further riots, I 12strikes or lock-outs. In case of non{elivery under the above circumstances and if Sellers have claimed-extension under 113paragraph 2 of this clause, the date of default shall be similarly deferred. ll42. Sellers shall despatch notice by telegram o! telex not later than 5 business days afte. the commencement of the riots, 115 -strikes or lock-outs or 5 business days'afte. the commencement ofthe delivery period, whichever is later, ifthey intend to 116claim an extension of time for delivery under the above paragraph. All such notices shall be passed on in due course. 117

'7912.

10.

11.

19.

20.

13.

14.

15.

16.

80of origin or of the 81

82

83

17.

1E.

64t2

21.

3. Selleru shall comply with all tho futher requirements as laid down in the Strikes Clause ofthe appropriate Craill and 118Fe€d Trade Association C.l,F. contract. 119NOTICE$ Any notices re-ceived after 16{X) hours on a business day shall bo deemed to have been received on the business 120day following. A notice to the Brokerd or Agent shall be deemed a notice undor thi-s contract. All notioes given under this 121contract shall be given by letter, if delivered by hand on the day of writing, or by telegram or by telex or by othe. method 122of rapid written communication. In case of rcsales all notics shall be passed on without delay by BuyeN to their respective 123Selle$ or vice versa. 124rACSIMILE- Notwithstanding an)'thiDg in this contract to the contrary, notices despatched under this contract shatl NOT 125bo transmi$ed by moans of faosimilo maohinos. 126NON-BUSINESS DAY$ Saturdays, Sundays and the officially recognised and/or legal holidays ofthe respective countries 12?and any days which The Grain and Feed Trade Association may declare as non-business days for specihc purposes, shall be 128non-business days. Should the time limit for doing any act o. giving any notice expire on a non-business day, the time so 129limited shall be extended until the first business day thereafter. The period of delivery shall not be Sffeated by this clause. 130DEFAULT- In default of fulhlrnent of contract by either pany, the'following provisions shall appiy:- I3l(a) The party other than the defaulter shall, at their discretion have the right, after giving notice by letter, telegmm or telex 132to the defaulter to sell o. purchase, ds the case may bo, against the defaulter, and such sale or purchase shall establish the 133default Drice. 134(b) If eiiher party be dissatisfied with such default price or if the right at (a) above is not exercised and damages cannot be 135mutually aSre€d, then the assessment of damages shall be settled by arbitretion. 136(c) The damages payable shall be based on the difference between the contract price and either the default pdce established 137under (a) above or upon the actual or estimated value of the goods, on tho date of default, established under (b) above. 138(d) In all cases the damages shall, in addition, include any proven additional expenses which would directly and natr.rnlly 139result in the ordinary course of events from the defaulter's breach ofcontract, but shall in no case shall damages include loss 140of profit on any sub-conkacts made by the party dofaulted against or others unless the Arbitrator(s) or Board of Appeal, l4lhaving regard to special circumstances, shall in his/their sole aod absolute discretion think fit. 142(e) Damages, ifany, shall be computed on the quantity called for, but if no such quantity has been declared then on the mean 143contract quantity, and any option available to either party shall be deemed to have been exercised accordingly in favour of 144the mean contract quantity. 145CIRCLD- Where Sellers re-purchase from their Buyers or f.om any subsequent Buyer the samt goods or pan thereof, a 146circle shall be considercd to exist as regards the particular goods so re-purchased. and the provislons of the Default Clause 147shall not apply. (For the purpose of this clause the same goods shall mean goods of the same description, from the same 148country oforigin, ofthe same quality, and, where applicable, ofthe same analysis warranty, for delive.y to the same port(s) 149of loading during the same period of delivery). Different currencies shall not invalidate the circle. 150Sibject to the terms ofthe Prohibition Clause in the contract, if the goods are not delivered invoices based on the mean 151contract quantity, or il the goods have been delivered invoices based on the delivered quantity, shall be settled by all Buyers 152and their Sellers in the circle by payment by all Buyers to their Sellers of the excess of the Sellers' invoice amount over the 153lowest invoice amount in the circle. Payment shall be due not later than 15 consecutive days after the last date for delivery, 154or, should the circle not be ascertained before the expiry ofthis time, then payment shall be due not later than 15 consecutive 155days after the circle is ascertained. Where the circle includes contract(s) expressed in different currencies the lowest invoice 156amount shall be replaced by the market price on the first day lor conlractual delivery and invoices shall be seftled between 157each Buyer and his Seller in the circle by payment ofthe diflerences between the market price and the relative contract pnce 158in the currency of the contract. All Sellers and Buyers shall givd every assistance to ascertain the circle and when a cicle 159shall have been ascertained in accordance with this clause same shall be bindins on all Darties to the circle. 160As betwee! Buyers and Sellers in the circle, the non prcsentation of documeits by S;llers to their Buyers shall not be 161considered a breach of contract 162Should any party in the circle prior to the due date of payment commit any act comprehended in the Insolvency Clause of 163this contract, settlement by all parties in the circle shall be calculated at the closing out price as provided for in the Insolvency 164Clause, which shall be taken as a basis lor settlement, instead of the lowest invoice amount in the circle. In this event 165respective Buyers shall make payment to their Sellers or respective Sellers shall make payment to their Buyers of the 166difference between the closing out price and the contract price. 167INSOLVENCY- Ifbefore the fulfilment ofthis contract, either party shall suspend payments, notify any ofthe creditors that 168he 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 169a meeting of creditors, propose a voluntary arrangement, have an administration order made, have a winding up order made, 170have a receiver or manager appointed, convene, call or hold a meeting to go into liquidation (other than for re-construction 171or amalgamation) become subject to an Inte.im Order under Section 252 of the Insolvency Act 1986, or have a Banktuptcy 172Petition presented against him (any of which acts being hereinafter called an "Act of Insolvency") then the party committing 173such Act of Insolvency shall fo.thwith transmit by telex or telegram or by other method of rapid w.itten communicatio! a 174notice ofthe occurrence of such Act of lnsolvency to the other party to the contract and upon proof (by either the other party 175to the contmct or the Receiver, Administmtor, Liquidator or other person representing the party committing lhe Act of 176lnsolvency) ihat such notice was thus given within 2 business days of the occurrence ol the Act of Insolvency, the contract 177shallbe closed outatthe market price ruling on the business day following the giving ofthe notice. Ifsuch noticebe not given 178as aforesaid, then the other party, on leaming of the occurrence of the Act of Insolvency, shall have the option of declaring 179the contract closed out at either the market Drice on the first business dav after the date when such Dartv fifit leamt of the 180occurrence of lhe Act of lnsolvency or at the market price rul ing on the f irst business day af ler thi daic when the Act of 18lInsolvency occurred. 182In all cases the other pady io the contract shall have the option of ascertaining the settlement price on the closing out of lhe 183contract by re-purchase or re-sale, and the difference between the contmct price and the re-purchase or re-sale price shall be 184the amount payable or receivable under this contract. 185DOMICILE- Buyers and Sellers agree that, for the pu.pose of proceedings either legal or by arbitration, this contract shall 186be deemed to have been made in England, and to be performed there, any correspondence in reference to the offer, the 187acceptance, the place of payment, or otherwise, notwithstanding, and the Courts of England or arbitnto$ appointed in 188England, as the case may be, shall, except for the purpose of enforcing any award made in pursuance of the Arbitration 189Clause hereof, have exclusivejurisdiction over all disputes which may arise under this contract. Such disputes shall be settled 190according to the law of England, whatever the domicile, residence or place of business olthe parties to this contract may be l9lor become. Any party to this contract residing or carrying on business elsewhere than in England or Wales, shall for the 192purpose of proceedings at law or in arbitration be considered as ordinarily resident or carrying on business at the offlces of 193The Grain and Feed Trade Association, and if in Scotland, he shall be held to have prorogated jurisdiction against himself 194to the English Courts; or if in Northem lreland to have submitted to thejurisdiction and to be bound by the decision of the 195English Courts. The sewice of proceedings upon any such party by leaving the same at the office of The Crain and Feed 196Trade Association, together with the posting of a copy of such proceeiings to his address abrcad, or in Scotland or in 197Northem lreland, shall be deemed good service, any rule of law or equity to the contrary notwithstanding. Where goods 198

J'

'r1

24.

26.

t1

64/3

2t.

forming the subject ofthis conhact are not for consumption in Great Britain orNorthern lreland nothing in the foregohg shallmake t[o sale s-ubie-ct to the provisions of the Agricuiture Act for the time being in force.ARBITRATION-(a) Any dispute arising out af or undei this contract shall be setrled by arbitration in accordance with the Arbitration Rules,No. 1i5, oi The Graii and Feed Tiade Assooiation, in the edition current at the date of this oont.act, such Rules formrngpart 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 o. other legal p-roceedingsagainst the othei of them in respeci of any such dispute until such dispute shall frst have be.en heard and determined by theAibitrator(s) or a Board of Apieal, as thi case ma! be, in accordancb with the Aft)itration Rules and it is expressly agreedand deolared that the obtainind of an award from tho Arbitrator(s) or a Board of Appeal, as the case may be, shall be acondition precedent to the righi of either party herelo or of any persons claiming under either of them to bring any action orother legal proceedings against the other of them in respeot of any such dispute.INTERNATIONAL CONVENTIONSThe followine shall not applv to this contract:-(a) the UnifJrm Lew on 3ales and t}re Uniform Law on Formation to which effect is given by the Uniform Laws ontniemational Sales Act 1967;(b) the United Nation$ Convention on Contracts for the Intemational Salo of Goods of 1980; and(c) ttre United Nations Convention on Prescription (Limitation) in the Intemational Sale of Goods of 1974 and the amendingProtocol of 1980.

199200201 -20220320420520620'12082092to2tr2t2213214215216211

29.

. . . . .Buyers. . . .

Pritrt€d in England and issued

GAFTA(THE GRAIN AND FEED TRADE

GAFTA HOUSE, 6 CIIAPEL PLACE, RIVINGTON

by

ASSOCIATIOT{)sT, LONDON EC2A 3DQ

64t4