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Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 1 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
SPA NUMBER : TEC/PAP/XXX/T2C545454001/2020
SALES & PURCHASE
AGREEMENT
FOR
FROZEN PROCESSED CHICKEN PAWS / MJW
GRADE “A”
ORIGINATING FROM BRAZIL
BETWEEN
LUX CAPITAL GROUP o.b.o. TECH ALLIANCES
REGISTRATION NUMBER: 833 869 (DUBAI)
As Seller
AND
XXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXX
As Buyer
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 2 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
THIS SALES & PURCHASE AGREEMENT FOR FROZEN PROCESSED CHICKEN PARTS, GRADE “A”;
ORIGINATING FROM BRAZIL (the “Contract”). This Contract is entered into on this 24TH September 2020
(hereinafter the “Effective Date”) by and between:
THE SELLER
Company Name LUXURY ORIGIN STAR GENERAL TRADING LLC
Obo TECH ALLIANCES
Registration Number: 833 869 ( DUBAI LINCENCE)
Mailing Address SUITE 3305, CHURCHILL EXECUTIVE TOWER,
BUSINESS BAY – DUBAI – UAE
Represented by MR.LORENZO MACOLINO / PATRICK SCHEMBRI
Title FINANCE DIRECTOR -ACCOUNTS DIRECTOR
Passport No PA9725171
Phone / Fax +356 79736657
E-mail [email protected]
Bank Name
Bank Address
NATIONAL BANK OF FUJAIRAH –
SHARJAH – BRANCH
GROUND FLOOR, FAYA BUSINESS BUILDING
– A1 MAYAZ 2, SHARJAH - UAE
Account Name LUXURY ORIGIN STAR GENERAL TRADING LLC
Account Number:
SWIFT: 012001514251 NBFUAEAFSHJ
Seal
IBAN AE720380000012001514251 Signed Date:
Bank Officer PLEASE ADVICE PAP PLUS GLOBAL TRADING
E-mail: / phone [email protected] / +356 79736657
THE BUYER
Company Name XXXXXXXXXXXXXXXXXXX
Registration Number:
Mailing Address
Represented by
Title
Passport No
Phone / Fax
INT Bank BEN Bank
Bank Address
Account Name
Account Number
SWIFT
Bank Officer
E-mail: / phone
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 3 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
Both being in accord, this Contract is made jointly by the Seller and the Buyer (herein after respectively called
singly the “Party” and jointly as the “Parties”), as of the Effective Date above, in five originals.
Whereas:
(1) The Parties confirm that each is fully empowered, legally qualified, and duly authorized to execute and deliver
this document, and to be bound by its terms and conditions.
(2) The Parties hereby warrant and declare that all funds applied in the conduct of this transaction are good, clear,
clean authentic, legally earned and of non-criminal origin.
(3) The Parties hereby warrant and declare that the transaction and contract are not entered into in order to
facilitate and advance terrorist activities, drug trafficking and/or illegal arms dealings.
(4) The Parties have by mutual request to each other reached agreement for the purchase and sale of specified
commodities.
In consideration of the representations, warranties, covenants and agreements made by and between the
Parties, it is hereby agreed that the parties shall proceed to execution of this Contract under the following
terms and conditions:
ARTICLE 1: PRODUCTS
1- FROZEN CHICKEN PAWS / MJW
Order Items Specification
for Delivery
FLC
Monthly
MT Trial /
Contract Price/MT
Total, Price
USD$
a CONTRACT PAWS
(Monthly Order)
30-45g up XX
XX
XXXMT
XXXMT
$XXXX $XXXXXXX(trial)
$XXXXXXX (per month)
$XXXXXXX(12 months)
b CONTRACT FEET
(Monthly Order)
30-45g XX
XX
XXXMT
XXXMT
$XXXXX $XXXXXXX(Trial)
$XXXXXXXX (per month)
$XXXXXXXX(12 months)
c CONTRACT MJW
(Monthly Order)
30-45g XX
XX
XXXMT
XXXMT
$XXXX $XXXXXXX(Trial)
$XXXXXXX(per month)
$XXXXXXX(12 months)
D: 2%PB Trial only TOTAL mt X 135MT $100.00 $XXXXXXXXXXX (total)
E: Non transferable LC Trail only X 135MT 2% $XXXXXXXXX( Total)
TOTAL
Monthly
Annually
X
X
135MT
1620MT
$XXXXXXXXX(per month)
$XXXXXXXX(12 months)
Grand
Total
Ammount $XXXXXXXXXX
PB only for trail order
TOTAL CONTRACT FOR THE 12 MONTH TERM = USD $XXXXXXXXXX
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 4 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
ARTICLE 2: PRODUCT ORIGIN:
Brazil (Certification and Accreditation Administration of P.R. China Allow Entry) SIF 87,103, 121, 2014, SIF3595, SIF3392, SIF4430, SIF2485, SIF2172, SIF1194, SIF490, SIF530
ARTICLE 3: PACKING & MARKINGS:
PACKAGING 15 / 20 Kgs BOXES WITH INNER BAG / EXPORT CARTON
ARTICLE 4: LOADING POINT:
SANTOS or PARANAGUA port of Brazil
ARTICLE 5: PRODUCT PRICE & CONTRACT VALUE:
UNIT PRICE - Frozen Chicken PAWS: CIF Chinese port USD XXXXXX/MT
UNIT PRICE - Frozen Chicken FEET: CIF Chinese port USD XXXXXXXXXX/MT
UNIT PRICE - Frozen Chicken MJW: CIF Chinese port USD XXXXXXXX/MT
CONTRACT VALUE:
- TOTAL CONTRACT VALUE: = USD $XXXXXXXX Global Ammount
ARTICLE 6: POINT OF DELIVERY & INCOTERMS 2010:
The delivery shall be performed by Seller after receiving the LC issued by buyer maximum after 45 days. CIF
Incoterms 2010. The products shall be shipped to its destination at ANY PORT OF MAINLAND CHINA and
quantity details as per Article 1. Delivery in refrigerated containers and order will arrived in exact conditions as
shipped to port of destination, from loading port in Brazil.
ARTICLE 7: SPECIFICATIONS
QUALITY: GRADE A Paws Weight: 30-45g above per piece
Length: 10-15 cm
MJW Weight: 30-45g above per piece
Feet Weight: 30-45g above per piece
Frozen Process: IQF (INDIVIDUAL QUICK FROZEN)
Product appearance:
100% Fresh and Frozen
No yellow skin
No feathers
No black pads or ammonia burns
No blood
No Bruise
No Chemical burns
Outer Hard nail Removed
Ice Content lest than 0.3%
No bad smell
No black spots
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 5 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
No excess wáter
No Broken bones
Moisture less than 3%
All Cartoons and Plastic Bags must show SIF Number.
Frozen Requirements: storage at minus 18-20 degrees
Celsius.
Packaging: Vacuum Packing Specifications: Carton
(10 to 20 Kilograms)
PACKAGING
THE PRODUCT WILL BE PACKED in 2*10 or 5*4 Kg vacuumed pp bags in 20Kg big carton. Net weight of
20Kg per carton with a gross weight of 20.4 Kg per carton. Cartons will be shrinking wrapped. THE TOTAL
FROZEN CHICKEN TONS USING 40 FT HIGH-Q REFRIGERATED CONTAINERS will be 27mt +/- 2%
when loaded. The packing shall be in accordance with inspection requirements for import packing material of
Entry-Exit inspection and Quarantine Bureau of China.
THE CARTON LABEL will be in standard international format with labels accepted by China authorities and
China customs for Frozen Poultry 6 hallmark.
ARTICLE 8: DELIVERIES
Delivery shall be made by 40ft containers. Shipments shall commence According to the buyer's official order and
his demand by email or by fax and will take thirty as Maximum working days to arrive the destination ports.
ARTICLE 9: INSPECTIONS, TRANSPORTATION, WEIGHT AND QUALITY
i. Inspection will be carried out by Bureau Veritas (BV) at the Port of Loading and the costs shall be on the
account of the seller.
ii. Cost, insurance and freight. The seller delivers the goods at the agreed port of landing. The seller must pay
the costs and freight necessary to conduct the goods to the agreed port of destination in accordance with
the CIF conditions; the seller must also purchase a marine insurance for the risks of the buyer of loss or
damage of the goods during the transport.
iii. The term CIF requires the Seller to clear the goods for export
ARTICLE 10: PAYMENTS & INSTRUCTIONS
PAYMENT TERMS:
• CONTRACT: Terms of Payment: by a Fresh Cut Transferable, Irrevocable Confirmed Documentary LC 100% at
Sight via MT 700/701 payable within five (5) banking days of Buyer’s Bank receiving Original Shipping
Documents from Seller’s Bank.
• This documentation shall be sent through the Seller to the Buyer.
• The signature of this contract, all bank instruments will be governed and interpreted according to the
legislation of the country of the issuing bank and issued according to the rules, regulations and practices
established by International Chamber os Commerce (ICC), & UCP-600. Last edition.
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 6 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
ARTICLE 11: DESTINATION PORT
ANY SAFE PORT IN CHINA
ARTICLE 12: GOVERNING LAW & ARBITRATION
This Agreement is intended to conform to the terms and conditions outlined in INCOTERMS 2000 and its latest
revisions (2010) and to the legal standards and principles of the International Chamber of Commerce (I.C.C. 619)
San Francisco, U.S. which Chamber is recognized as the agency establishing the jurisprudence respecting matters
of international commerce. All disputes arising in relation with this sales Contract or the execution thereof shall be
settled by way of amicable negotiation. In case no settlement can be reached, the case at issue shall then be submitted
for arbitration. The award by the said arbitration shall be deemed as final and binding upon both parties. The
arbitration fee and other charges shall be borne by the losing party unless otherwise agreed.
ARTICLE 13: BUSINESS PROCEDURES
Buyer and Seller discuss and negotiate final terms and conditions on Sales and Purchase Agreement.
1) Buyer confirms Draft contract for Seller’s review.
2) Seller initials on every page, prints, signs, and seals and returns the contract to the buyer for buyer’s signature and seal
(with amendments if any).
3) Buyer counters sign and seals the contract and sends via E–mail or Fax to seller.
4) The Buyer issues the Transferable Irrevocable Confirmed Documentary LC 100% at Sight via MT 700/701 for the
monthly cargo value within 5 (Five) banking days after receipt of Proforma Invoice. This DLC must add payable within
five (5) banking days of Buyer’s Bank receives Original Shipping Documents from Seller’s Bank. On second delivery
and onwards, the Buyer shall issue the DLC within eight (8) banking days upon receipt of seller’s documents duly
signed by the authorized persons which should include: Certificate of Insurance, Commercial Invoice, Original CCIC
report from the loading port containing loading details of quantity and quality, B/L date and any other relevant
documents. The documents will be e-mailed directly to the Buyer’s office promptly after completion of loading. All
documents from the third party accepted by the Buyer. This action and cycle for forwarding of loading port
information/documents and issue of DLC will continue until completion of the contracted quantity. The CCIC
inspection charges will be borne by the seller.
5) The Seller will provide the Buyer with Scanned copies of the following documents for shipment:
1. A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Lading made out “Clean on Board” marked “Freight
Pre – Paid”. The B/L to be signed in original by the ship’s Master and “bank” issued or endorsed for the destination,
identification of the loaded cargo with quantity expressed in Cartons and Metric Tons.
2. Original quantity and quality certificates plus two (2) copies as issued at loading port by an independent Surveyor
Company SGS or Bureau Veritas (BV).
3. Certificate of origin plus two (2) copies countersigned by a local chamber of commerce.
4. Original signed commercial invoice plus two (2) copies based on the delivered quantity/quality as determined by
clause 9.3 of this contract.
5. Original Packing list and 2 copies showing Gross/Net.
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 7 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
6. Full set, (including one original and one copy) of insurance policy for 110% of the invoice value against all risk
additional war risk and making buyer as beneficiary.
7. Veterinary Health Certificate in 1 original and 2 copies.
8. Certificate of Export Declaration by Seller in 1 original and 2 copies.
9. Non-Wood Packing Certificate.
10. Batch declaration CERTIFICATE (Batch List).
11. Certificate for Export Under Price Undertaking with MOFCOM issued by the Brazil manufacturer.
12. Declaration indicating that the slaughterhouse is announced on the list of certificate and accreditation administration
of P.R of China (Certified copy of SIF certificate).
13. Certificate of HALAL slaughtering in 1 original and 2 copies.
14: Covid free certificate
6) Delivery commences as per contract and the shipment should arrive at Buyer’s discharge port Within 60 days after LC
receiving by Seller’s bank.
7) All banking charges from the Buyer’s bank shall be borne by the buyer and all banking charges incurred by the Seller
at Seller’s bank shall borne by the Seller.
8) The buyer will be responsible to check that the amendments (if any) on Transferable LC will be done according to the
seller’s request.
ARTICLE 14: DURATION OF CONTRACT
The contract must have a duration of 12 months from the signature and according to the scheduling of shipments
agreed between the parties.
ARTICLE 15: FORCE MAJEURE
Neither party to this agreement shall be responsible for breach of contract caused by acts of God, insurrection or
civil war, military operations or local emergencies or any other act that is construed by the International Chamber
of Commerce as force majeure. Should any eventuality occur with the slaughterhouses from which they are
currently supplying, it will be replaced by any other that complies with the Certification and Accreditation
Administration of China Allow Entry.
ARTICLE 16: NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT:
The parties to this contract hereby accept and agree to provisions of non-circumvention and non-disclosure with
regards to all parties involved in this transaction, additions, renewals and third party assignments, with full
reciprocation for a period of 365 days from the date of execution of this agreement.
ARTICLE 17: TRANSPORTATION & DISCHARGE TERMS:
(1) The Daily Discharge Rate shall be fixed by the seller and the seller per day including Saturdays and Sundays,
but excluding Public Holidays.
(2) The seller shall be responsible for transportation to the port of loading.
(3) Demurrage shall be payable by the Seller to the Vessel’s Master after taking into account lay-time, and seller
agrees to settle any extra charges after receipt of the invoice from the vessel’s Master. Dispatch shall be provided
at half the demurrage rate.
(4) Not later than 48 hours from completion of the loading, the Seller or his agent shall email or fax to the Buyer
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 8 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
(5) or the Buyer's agent at the designated port of discharge, advising of the vessel name, classification, flag,
position, expected arrival date, capacity.
(6) The Master of the vessel shall give to the Buyer or the Buyer's agent a period of 10 days for free of charge to
clear custom plus final notice at 72hours of the vessel's estimated time of arrival at the port of discharge.
(7) The vessel shall be classed 100-A in the Lloyd's Register, or be of equivalent classification
(8) Clause 15 is the responsibility of the seller as CIF stated
ARTICLE 18: CLAIMS
i. Shipment must have a certificate of Quality, Quantity, and Weight issued by Bureau Veritas at loading
port.
ii. Inspection fees shall be for Seller’s Account.
ARTICLE 19: DELIVERY SCHEDULE
The quantities of products to be delivered will be made according to the amounts established in the scheduling of
deliveries of the FCO, the dates of these deliveries may be modified by mutual agreement between seller and
buyer.
ARTICLE 20: BREACH OF CONTRACT
In the event that the Producer for any reason whatsoever fails to supply the Buyer with the agreed quantities of
the mentioned bars according to the agreed schedule, resulting thereby in the grounding of the operations of the
Buyer, the Seller shall be held liable for any damages and loss of income sustained by the buyer as a result of this
event. As a remedy, the Producer will compensate the Buyer with an amount equivalent to the amount of lost
income resulting from the grounding of its operations. The estimation of the amount lost income will be
performed by experts (accountants and market experts) suggested by the Buyer and approved by the Seller.
This Contract is hereby agreed to and accepted by the Parties on 24TH day of September, 2020
On Behalf of the seller: On Behalf of the buyer:
TECH ALLIANCES AND LUX CAPITAL GROUP XXXXXXXXXXXXXXXXXXXXXX
___________________________ ___________________________________ For, Mr Hyun Min Choi / Mr. L Macolino By :
Title: Tech Alliances Director/ Finance Director Title: Passport No. M15266088 / PA9725171 Passport No : Country: Korea / Australia Country: Issued on:1/9/2016 / 11/4/2019 Issued on:
Expires on:1/9/2026 11/04/2029 Expires on:
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 9 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
Copy of seller's Passport
Copy of buyer passport
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 10 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 11 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
PAP PLUS GLOBAL TRADING IS UNDER MOTHER COMPANY:
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 12 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer:
Contract No.: TEC/PAP/ XXX/T2C545454001/2020
DDC Contract Date:
Commodity:
Incoterms:
Destination:
24TH September 2020
Chicken Parts
Place (CIF)
Any port of Mainland, China
- 13 -
This contract will have to be signed by both parties to become fully valid and legal. Once verified by both parties
Buyer: