Effective lst Februarv 1997

No: lI9
Copyright TI{E GRAIN AND FEED TRADE ASSOCIATION

GENERAL CONTRACT FOB TERMS FOR FEEDINGSTT]TT'S IN BAGS OR BT]LK

Date -.. SELLERS INTERVEMNG AS BROKERS BI.IYERS.
hove thi6 day entered into a contract on the following te.ms and conditions.

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5 1 8 9 10 ll 12

If in bags, in new and/or secondhandbags of suitable strength to stand ordinary wear and tear to port of destination. Bags of esch mark shall be of uniform weight and shall be properly marked. If in bulk, Buyers may call for up to 10% in stowage bags, such bags to be taken and paid for as goods and any cutting to bcpaid for by Buyers. Buyers have the option of calling for an additional quantity to be shipped in bags, in which case they will be responsible for pmviding the extra bags and any additional costs inourrd, but shall not be required to pay for the extra oags as gooos.

2.

QUANTITY-

be 10 /o more or less, any excessor deficiency over 5% shall be settledat the F.O. B. price on date of last bill of lading; value shall be l1xed by arbitration unless mutually agreed. In the event of more than one delivery being made each delivery shall be considered a seltamte contract, but the margin on the mean quantity sold shall not be affected thereby. Each marvparcel shall stand as a seoante delive .

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15 16 11 18

3.

PRICE-at * per tonneof 1000kilograms

* per ton of 1016 kilograms or 2240 lbs.

20 free on boardBuyers'vessel(s) I delivered t

a1

22

4.

BROKERAGE . Der tonne. to be paid by Setlers on the mean contract quanl.ity,contracl fulfille.d or not fulfilled unless such non-fulfr]ment is due to the successfulapplication ofthe Prohibition Clause or the Force Majeure Clause. Brokerage shall be due on the day shipping documentsare exchangedor, if the goods are not delivered then the brokerage shall be due on the 3fth conserutive day after the last day for del.ivery.

24 25 2'l 28 29 30

5.

QUALITY
* At time of loading to be fair average of the season's shipments. x At time and place of shipment to be about as per sealed sample marked in the possessionof . . . .

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Delivery to be made in eood condition. Warraniedto containnoi lessthan ..... .. 7o of oit and Droteincombinedand not more Lnan 2.50% of sand and/or silica. Should the whole, or any portion, not tum out equal to warranty. lhe goods must be taken at an allowance to be ag.ed or settled by arbitration as provided for below, oxcept that for any deficiency of oil and protein there shall be allowances to Buyers at the following rates, price for each of the hrst 3 units of 'trzt llo of the contract defrciency under the warranted peroentage;27o of the contta.t price for the 4th and sth units and 3 % of the contract.price ior each unit in excess of 5 and propofiionately for any ftaction thereof. When the oombined content of oil and protein is warnntd within a margin (as for example 4OVol42%)no allowance shall be made if the analysis asce4ained as herein provided bo not below the minimum, but if the analysis results below the minimum warmnted the allowance for deficiency shall be computed from thg mean of the warmnted content. For any excess of sand and/or silica there shall be an allowance of 1 7o of the contract price for each unit of oxcess and proportionately for any fraotion thereoi Should the goods contain ove! 5% of sand and/or silica the Buyers shall be entitled to reject the goods, in which casethe cootract shall be null and void for such quantity rcjected. The goods are warranted free ftom castor seed and/or castor sed husk, but should the analysis show a percentageofcastor sed husk not exceedng O,OO5%,Buyers shall not be entitled to reject the goods, but shall accept them with the following

35 36 38 39 40 4l 42 43 44 45 46 47 48 49

* delete/specify as applicable

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allowances: 0.75 % of contpct price if not exceeding 0.001 ,lVo of aontn^ctprice ifno exceeding 0.0O2%, arrd l.5O% ol contmct price if not exceeding 0.0O5%. Should tlie first analysis showlhe goods free from oa$tor seed and/or castor sed husk such analysis shall be final but in the event of the fust anilysis showinglastor seed husk to be present a second sample m8y be.analyzed at the request of either shall be taken sJ final. Should the parcel contain castor seed husk in excess of Darty and the mean of th" two a-nalyses b.0ti5% Buy.r" shsll be entitled to'reject the parcel, in which ca$e the contracl shall be null and void for such quantity reiected. N;verthele,ss,should Buyerielect to ret in the parcel they shall be entitled to a further allowance for any excess orler 0.005% of castor seed husk, io be senled by agre.emintor arbitration. For the purpose of sampling and analysis each mark/parcel shall sr.andas a sepamte shipment, The right of reje{tion provided by this Clause shall be timited Io lhe mark/parcel or marks/parcels found to be defective.

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6.

DELIVERY-

Buyers shall tender vessel(s) in resdinessto load betwen

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consecutivedays notice of sellers shall be entitled to receive at lesst probable readinessof vessel and of the estimatedtonnage .equired. Vessel(s) to load in accordancewith the custom at the port of loadine unless olherwise stipulated. Bitl of lading shtll bo considered proof of delivery in the absenceof evidenoe io the contrarf Buyers have the riglt to substitutethe no;inate.d vessel, but in any event the original delivery poriod and any extension shall not be affected thereby, EXTENSION OF DELIVERY- Theiontract period for delivery, shall, if desired by Buyers, be extendedby an additional period of 30 consecutivedays, provided that Biyers give notice in accordancewith the Notices Clause not late! than the next Lusinessday following the list day of the delivery period. ln this event Sellers shall carry the goods for Buye$' account and all charges_for storaq;, interest, insurance and other such normal carrying expensesshall be for Buyers' account Any differenie in export duties, taxes, levies. etc. betweenthoseapplying during original delivery period and thoseapplying during evidence on the amounts paid for if the period of eitension shall be for the account of Buyers anil Sellers shall prodr-rce re4uir.d by Buyers and in such casesthe Duties, Taxes, Levies, Etc. Clause shall notapply. Sholld Buyers fail to present a vissel in readinessto load unde. the extension period, Sellers shall have the option of declaring.the Buyers to be in default or shall be entitled to dbmand payment at contmct price, plus such charges as stated above, lels cuirent F.O.B. charges, against warchouse warrants and' the tender of such warehouse warrants sh;ll be considered complete delivery of the oonhact on the parl of the Sellers.

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'to
11 72 '74 '75--, '76 7'l 78 '79 80 81 a2 83 84 85 86 8't 88 89 90 9l 92 93 94 95 96 9',1 -

8. 9.

r c Erlr*^-ug. p-p"rrJ'."".iril ."itLr"for uyn..r .""hunl"utiy..ti CllislpiCerlbn- silip,n.nt Snrirtabxiexn class or in accordancewith the Institute Classification Clause of of the contract goods classedLloyds 100A1,-or equivalent"t"**

the lnstitute of aondon Underwriters excluding tankers and vesselswhich are either classedin Lloyd's Register or described in Lloyd's Shipping lndex as "Ore/Oil" vessels.

10.

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PAYMENT. By cash in No cterical error in the documents shall entitle the Buyers to reject them or delay payment, but Sellers shall be responsible for all loss or expense causedto Buyers by reason of such error and Sellers shall on request of Buyers fumish an approved euaranteein respect thereto. Final invoices for monies due may be prepared by either pany and shall be settledwithout delay. lf nol settled. either patty may declare that a dispute has arisen which may be referre-dto Arbitration as herein provided. INfEREST- If there has been unrcasonableddlay in any payment interest appropriate to the currency involved shall be charged. If such charge is not mutually agreed, a dispute shall be demed to exist which shall be settled by arbitiation.Otherwise interest shall be payable only where specifically provided in lhe terms of the contract or by an award of arbitration. The terms of this clause do not override the parties obligation under the Paymenr Clause. CERTIFICATES OF ORIGIN-

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juii".,L*.., r.'1"*. oroftle of orig.n, .".. pi","ni oi iri"t.. lncountry 13. ouirgs, rLhs, r-evrb!,irc. - eh .*po.t
territory where the port or ports of shipment named herein is/are situate, shall be for Sellers' accouflt.

t4. WEIG H |NG

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l0l 102 103 104 105 106 1O'7 108 109 110 1l I 112 113 114 115 11f 11

Buyers'and and analysis instructionsgiven in accordancewith the GAFIA Sampling Rules Form-No: 124. When Sellers' representatives then are required for the purposesof supervisionand sampling ofthe goods in accordancewith these R-ules, superintendents ilthe GAFIA Approved Register o f Superintendents.Methods o f Analysis th; parties agre to appoint from supirrintendents to be as preicribed 6y Tle Crain ind Feed Trade Association being the GAFTA Regulations, Form 130. . .. 16. LATENT DEFECTjThe goods are not warranted free from defe.t, rendering same unmerchantable,which would not be apparent on reasonableeximination, any statute or rule of law to the contrary notwithstandinS. 17. |i{1SURANCE- Marine and war risk insurance including shikes, riots, civil commotions and mine .isks to be effected by at least Buyers with first class underwriters and/or approved companies. Buyers shall supply Sellerswith-confirmation-thereof 5 cbnsecutivedays prior to expeoted.eadinessof vessel(s). If Buyers fail to provide such confirmation, Sellers shall have the right to place such insunnce at Buyers' risk and expense. 1 8 . PROfrIBITION- In case of prohibition of gxport, blockade or hostilities or in case of any executive or legislative 4ct done pofis of shipment named by or on behalf of the government of the corintry of origin or of the territory where the port -or hlrein is/are situate, restrioting export, whether partially or otherwise, any such restriction shall be deemed by both parties to apply to this contract and tdthe-extent of such total or partial restdction to prevent fulfilment_whetherby shipment or by any other meanswhatsoeverand to that extent this contract or any unfulfilled pofiion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasonstherefor and, if required, Sellers must produce proofto justify the cancellation.

.r,utt'ttuu" tt. .iehi s;i;r; ;"1 d";;.; ;Jo. titti. ."pr.r"noiiu". "i."p"*iri"". be taken at time and place ofshipmentby SAMPLING AND ANALYSIS- If required by Buyers, samplesihall

t9. STRTKES-

118119 120 121

l. Should delivery of the goods or any paft thereof be prevented at any time during the last 28 days of guaranteedtime of delivery or at any aime during guaanteed contract period if such be lessthan 28 days, by reason of riots, shikes or lock-outs at port(s) of loading or elsewherepreventing the forwarding of the goods to such port(s), then Sellers shall be entitled at the

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resumptionof work aftEr termination of such riots, strikes or lock-outsto as much time, not exceding28 days, for delivery from suchport(s) aswas loft for dolivory under the contractprior to the outbreakof the riots, strikes or look-outs, aod in the o minimum extensionof 14 days shall be allowed. event ofthe time left for delivery under tho contraotboing 14 daysor le,ss, time of delivery hasbeen In the event of furthor riots, strikes or lock-outs occurring during the time by which tho gua.anted extendedby .easortof the operationof the provisions of the foregoing, the additional extensionshall be limited to the actual the dateof default duration of suoh further riots, strikes or lock-outs. In caseof non{elivery underthe abovecircumstances shall be similarly deferred. 2. If delay in delivery is likely to occur for any of the above reasons,Sellersshall give notice to their Buyers by telegram day$ before the dsys of the occurrence,or not less than 21 consecutivo or telex or by similar advice within 7 conseoutive commencement of the contract oeriod. whichever is later. evidenceto establishany claim for extensionunder this clause. 3. If required by Buyers, Selleis must provide documentary

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t29 130 131 132 133

20. FORCE MA.IETJRE 21. xdrlcgs enynoii"."

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"n"i or Agent shall be deemed s notice under this conkact. All notices given under this day following. A notice '*"i"J to the Brokers 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 wdtten cornmunication. In case of resales all notices shall be passed on without delay by Buyers to their .espective Sellers or vice versa. FACSIMILENoMthstanding anything in this contract to the cont.ary, notices despatched under this conhact shall NOT be transmitted by means of facsimile machines. NON-BUSINESS DAY$ Saturdays, Sundays and the ofhcially re.ognised and/or legal hotidays ofthe respective countries and any days which The Grain and Feed Trade Association may declare as non-business days for specifrc purposes, shall be non-businesgdays. Should the time lirnit for doing any &ct or giving any notice expire on a non-businessday, the time so limited shall be extended until the first business day thereafter. The period of delivery shall not be affected by this clause. DEFAULT- In default of fulfilment of contract by either party, the following provisions shall apply:(a) Tho paty other than the defaulter shall, at their discretion have the right, afte. Bivilg notice by letter, telegram or telex to the defaulter to sell ol purchase, as the case may be, against the defaulter, and such sale or purchase shall establishthe l default orice. (b) If either party be dissatishedwith such default price or if the right at (a) above is not exercised and damagescannot be of damagesshall be settled by arbitration. mutually agrced, then the assessment (c) The damagespayable shall be basedon 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, establishedunder (b) above. (d) In all cases the damages shall, in addition, include any proven additional expenseswhich would directly and naturally result in the ordinary course of events from the defaulter's breach of contract, but shall in no case include loss of prcfit on any sub-contractsm;de 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 bo computed on the quantity called for if any but, if no such quantity has been declared then on the mean contract quantity, and any option available to either party shall be deemed to havc been exe.cised accordingly in favour of the mean contract quantity. Buyerthe samegoods or part thereof, a circle CIRCLE- Where Sellers re-purchasefrom their Buyers or from.any subsequent shall be consideied to eKist as regards the particular goods so re-purchased,and the provisions of the Default Clause shall not apply. (For the purpose ofthis 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 delivery to the same port(s) of destination during the same period of delivery). Different currencies shall not invalidate the circle. Subject to the terms of the Prohibition Clause in the contract, if the goods arc not delivered invoices based on the mean contract quantity, or if the goods have been delivered invoices basedon the delivered quantity, shall be settledby 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 consecutivedays after the last day for delivery, or, should the circle not be ascertainedbeforc 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) expressedin different currenciesthe lowest lnvolce amount shall be replaced by the market price on the first day for contractual delivery and invoices shall be settled between each Buyer and his Seller in the circle by payment of the differences between the ma.ket price and the rclative contract price in the currency of the contract. All Sellers and Buyers shall give every assistanceto ascertain the circle and when a circle shall have been ascertainedin accordance with this clause same shall be binding on all parties to the circle. As between Buyers and Sellers in the circle, the non-presentationof 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 comprehendedin the Insolvency Clause of this contmct, settlementby all parties in the circle shall be calculatedat the closing out price as provided for in the lnsolvency Clause, which shall be taken as a basis for settlement, instead of the lowest invoice amount in the circle. [n 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. INSOLVENCY- If before the fulfrlrnent ofthis contract, either party shall suspendpayments, notify any of the creditors that or that he is about to suspendpaymentsof his debts, convene, call or hold he is unable to met debts or that he has suspended a meeting ofcreditors, propose a voluntary anangement, have an administrationorder made, have a winding up order made, have a receivor or manager appointed, convene, call or hold a meting 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 presentedagainsthim (any of which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall fodhwith transmit by telex or telegram or by other method of rapid wdtten communication a notice ofthe occurrence ol such Act oflnsolvency to the other party to the contlact and upon proof (by either the other party to the contract or the Receiver, Administrator, Liquidator or other pe$on representing the party committing the Act ol lnsolvency) that such notice was thus given within 2 businessdays of the occurrence of the Act of Insolvency, the contract shall bo closed out at the market price ruling on the businessday following the giving ofthe notice. If such notice be not given as aforesaid, then the other party, on leaming of the occuffence of the Act of Insolvency, shall have the option of declaring the contract closed out at either the market price on the first businessday after the date when such pafiy nrst leamt of the day afler Lhi daie when the Act of occurrence of lhe Act of Insolvencyor at tire marketprice ruling on thi firsl business Insolvency occurred. In all casesthe other party to the contract shall have the option of ascertainingthe settlementprice on the closing out of the contract by re-purchaseor re-sale, and the difference betwen the contract price and the re-purchaseor re-sale price shall be the amount oavable or receivable undea this contaact.

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134

136 137 138 139 140 l4r t42 143 t44 145 146 r41 148 149 150 151 152 153 154 155 156 151 158 159 160 161 162 163 164 165 166 167 168 169 170 tll 1'72 113 t'l4 t'75 t'76 t'l7 178 119 180 18t 182 i.83 184 185 186 187 188 189 190 l9l t92 193 194 195 196 l9'7 198 199 200 201

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IIiOMCILE- Buyers and Sellers agree that, for the purpose of proceedingseither legal or by arbitration, this contract shall be demed to have ben made in England, and to be prformed 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 horeof, havo oxclusivejudsdiotion ove! all disputeswhich may arise unde. this contract. Suoh disputesshall be settled according to the law of England, whatever the domicile, residenceor place ofbusiness ofthe parties to this contract may be or become. Arty pafty to this contract rosiding or carrying on businesselsowhere than in England or Wales, shall for the purpose of proceedings at law or itl arbitration be considered as ordinarily resident or carrying on business at the ofhces of The Grain and Feed Trade Association, and il in Scotland, he shall be held to have p.orogated jurisdiction against himself to the English Coufix; or if in Northem lreland to have submitted to the jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such perty by leaving tho same at ths offioe of The Grain and Feed Trado Assooiation, togethgr with tho posthg of a copy of suoh prooedings to his address abroad, or in Scotland or in Northem Ireland, shall be deemed good service, any rule of law or equity to the contrary notwithganding. Where goods formilg the subject of this contract are not for consumption in Great Bdtail or Nofihem lreland nothing in the foregoing shall mako tho salo subjeot to the provi$iols of tbe Agrioulturo Aot for tho timo being in foroo. ARBITRATION(a) Any dispuie arising out of or under this contract shall be settled by a6it.ation 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 Rulos forming Dart of this contract and of which both Darties hercto shall be demed to bg coerisant. tb) Neither pady hereto, nor any persons claiming under either of them sha 6ring any action orother legal proceedings against the other of thom in rcspect of any such disputo until such dispirte shall frst 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 AJbitrator(s) or a Board of Appeal, as the case may be, shall be a conditiol 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. INTERNATTONAL COI{VENTIONSThe following shall not apply to this contract:(a) the Uniform Law on Sales and the Uniform Law on Fomation to which effect is given by the Uniform Laws on Intemational Sale,sAct 1967; O) the United Nations Convention on Contacts for the lntemational Sale of Goods of 1980; and (o) tho United Nations Convention on Prcscription (Limitation) in the htemational Sale of Goods of 1974 and the amending Protocol of 1980.

202 203 204 -' 205 206 20't 208 209 2to 211

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213 214 215 216 2t 1 2t8 2t9 220 221 222 223 224 225 226 227 228 229 230 23l 232

Buyers

Printed in Englatrd and issued by

GAFTA (TIIE GRAIN AND FEED TRADE ASSOCIATIOT.O

GAFTAIIOUSE,6 CIIAPELPLACE,RTI'INGTON ST, LONDONEC2A3DQ

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