SALES AND PURCHASE AGREEMENT DRAFT -CONTRACT

Date of Issue: 01. June.2011.

Contract Number:
SUGAR ICUMSA 45 EU

This Agreement has been made between

AS SELLER:

Company Name: .
Responsible Full Name:
Designation:
Address: .
Phone:
E-mail: ..
Country:
Company number
AND

AS BUYER
Company:
Address:
TEL.:
FAX :
TEL.:
MOBILE:
E-MAIL:
Company number
REPRESENTED BY:
TITLE:

ARTICLE 1 ORIGIN / DESTINATION

1.1 ORIGIN: Icumsa 45 EU

CERTIFICATE OF ORIGIN WILL BE ISSUED BY CHAMBER OF COMMERCE OF
ORIGINATING COUNTRY /beet sugar or white European-certified ICUMSA 45/

ARTICLE 2 DEFINITIONS
2.1 In this contract the following words and terminology, unless otherwise provided,
have the following meanings:
Cargo: The full cargo quantity loaded on board the nominated vessel, elsewhere in
this contract called also "Berth".
Sugar: ICUMSA 45 which specifications as described.
Delivery Date: Date of arrival of vessel at unloading port.
Delivery: Includes "Caused to be delivered", and the term "delivery" shall be
construed accordingly.
Quantity Quality: Is the quantity and quality of the product assessed, on bench at
the delivery point, after the completion of the downloading operations, on which
basis the Seller will compute the invoice for the so delivered berth.
Month: Means a Gregorian calendar month ending and commencing on the last
day of the calendar month.
Delivery Point: Is the point agreed by both the Seller and the Buyer where the
unloading will take place and will be located in
Bill of Lading: Is the official document, issued after completion of the loaded
operations, stating the ship's loaded quantity.
C.I.F. (Cost, Insurance and Freight): price includes the cost of the goods, the freight
or transport costs and also the cost of marine insurance, defined by the
INCOTERMS: Edition 2000.
Shuttle Vessel: Is the vessel designated by the Seller, hereinafter also referred as
feeder, having the
capacity to contain the contracted quantity of Sugar fitted with all the equipments
necessary to
perform the delivery.
S.G.S.: Socit Gnrale de Surveillance S.A. is the independent Surveyor
Company, Internationally recognized and mutually appointed by the Seller and
Buyer.
2.2 Interpretation of any other terminology or expression during the execution of this
contract shall be in accordance to the meaning used by the customary practice by
the INCOTERMS Edition 2000 with its latest amendments. Provisions not specified
in this contract shall refer to the INCOTERMS Edition 2000, in force at date, which
shall prevail.
ARTICLE 3 QUANTITY
3.1 The contracted quantity in this agreement is for a total quantity of 240.000MT
( two hundred forty thousand ) = 12 month x 20.000MT
3.2 PACKING: In 50 kg (FIFTY) Net in new polypropylene bags.
3.3 MARKINGS: Manufacture marks. Product labeled in English with net weight, date
of manufacture and country of origin.
ARTICLE 4 QUALITY
4.1 The Seller warrants that the quality under this contract shall conform to the standard
specifications as reported in the SGS inspection, which will be an integral part of
this contract.

ARTICLE 5 - QUANTITY / QUALITY ASSESSMENT AND SAMPLING

5.1 Seller inform , at the designated loading seaport, shall be appointed to assess the
quality and quantity of the sugar for client/buyer according to the provisions herein
 stated. The inspection fee, as per surveyor's invoice, at the load port shall be paid by
the Seller.

ARTICLE 6 DELIVERY
6.1 Within fifteen (15) operative consecutive days, from the execution date of this
agreement, Seller and Buyer shall agree on a lifting schedule, subjected however to
the acceptance and confirmation of the loading terminal.
6.2 The Seller hereby warrants that the transport will take place using a single or
multiple vessels.
6.3 Loading commencement of the contracted sugar shall take place within five (5)
days from Sellers acceptance of the Buyer's financial instrument.
6.4 Buyers do not care insurance entity or product

6.5 Buyer takes delivery under the terms of CIF Gdynia

ARTICLE 7 - PRICE
The Seller hereby warrants and represents that the price of $ ???? USD per MT
with CIF Port Gdynia- Poland (seven hundred twenty per MT) Contract Price is
confirmed and will be renegotiated each two months period.
ARTICLE 8 PAYMENT
8.1 Payment will be made by an Irrevocable, non-Transferable and Divisible RDLC,
paid at site within one week of receipt of relevant shipping documents,
insurance certificate and SGS certificates, at the buyers bank based on the
agreed schedule of deliveries by an A rated Buyers Bank

8.2 Format of the Irrevocable, non-Transferable and Divisible RDLC shall conform to
the UCP 600 latest revision.

8.3 Payment shall be made in United States dollar

8.4 Seller and Buyer pays all his bank charges

8.5.1 Full set of 3 original plus 3 Not-Negotiable copies of Ocean Bill of Lading (B/L)
made out "Clean on Board marked "Freight Paid" or "Paid as per Charter Party".
The B/L to be signed in original (name of shipper, notify and consignee to be
nominated by the buyer)by the ship's Master issued to the order of "bank endorsed",
showing destination, identification of the loaded cargo with quantity expressed in
metric tons.
8.5.2 Signed commercial invoice, based on the delivered quantity/quality as determined
by Articles 4 and 6 of this contract (3 Original + 3 copies).
8.5.3 Original of SGS Q&Q certificates (one original plus 3 copies) as issued at the
loading seaport based on the figures obtained on the vessel after loaded
completion.
8.5.4 One set (1 original plus 3 copies) of the inspection report as issued by SGS
including the following documents countersigned by the involved Parties or their
representatives:
8.5.4.1 Signed Commercial Invoice 3 original plus 3 copies.
 8.5.4.2 Original Bill of Lading, plus 3 N/N copies.
8.5.4.3 Certificate of Quality-original plus 3 copies.
8.5.4.4 Certificate of Quantity-original plus 3 copies.
8.5.4.5 Certificate of origin.
8.5.4.6 Certificate of Ownership.
8.5.4.7 Signed Packing List 3 original plus 3 copies.
8.5.4.8 Charter Party Agreement copy
8.5.4.9 Lloyds register certification copy
ARTICLE 9 PROCEDURE
9.1 Both Seller and Buyer hereby agree that the following operation and banking
procedure shall be implemented to achieve the successful performance of this
agreement:

9.1.1 Seller and Buyer shall exchange sealed and signed contract. Buyer signs contract
and returns contract along with operable Irrevocable, non-Transferable and
Divisible RDLC for Sellers approval. In this respect both Parties agree that the
draft contract, exchanged by fax or by any other electronic document transmission
(EDT), when signed by the respective empowered officers, is considered legally
enforceable, full binding on both Parties and duly executed on the last transmission
date. Seller forwards four (4) hard copies of original final contract signed and
stamped to Buyer by DHL or similar courier. The buyer signs and returns 2 hard
copies of original final contract signed and stamped to seller by DHL or similar
courier. Seller reviews RDLC text and after receipt of the 2 hard copies signed in
original notifies buyer.

9.1.2 POP documents are forwarded to the Buyer;s Bank after the BCL. BCL is
transferred to the Bank Seller after receipt of TRS and conducting the Dip- test by
the Buyer.

9.1.3 Within one days after the contract is legally signed and with a company seal, Buyer
will inform Seller about the destination Port.

9.1.4 Ship starts loading and shipment commences between 3 / there / days after
opening buyers financial instrument.
9.1.5 Seller hereby warrants and certifies that the following documents will be couriered
by the Sellers bank to the Buyers bank within 5 banking days after the loading
completion date: The original bill of lading will be couriered only after full payment
for the shipment is received by the sellers bank.
I. Signed Commercial Invoice 3 original plus 3 copies.
II. Original Bill of Lading, plus 3 N/N copies.
III. Certificate of Quality-original plus 3 copies.
IV. Certificate of Quantity-original plus 3 copies.
V. Certificate of origin plus 3 copies
VI. Certificate of Ownership plus 3 copies.
VII. Signed Packing List 3 original plus 3 copies
VIII. Charter Party Agreement 3 copies
IX. Lloyd register certification copy plus 3 copies confirming that
the age of the vessel (s) is not more than (20) twenty years
9.1.6 Shipment and delivery commences in good and true order in strict compliance with
this Contract.
ARTICLE 10 - TAXES AND DUTIES
10.1 Seller shall be responsible for payment of any taxes, port charges, dues, levies,
export duties, imposes, fees and charges on the sugar, in respect of any stage, in
strictly compliance of the ICC INCOTERMS rules (Edition 2000 with latest revision
and amendments) or any other expense of the loading country will be for Sellers
account unless other agreements specify differently.

ARTICLE 11 - TITLE AND RISK

11.1 Title on the delivered sugar remains with the Seller until the payment of the cargo is
made in full.
11.2 Any loss or damage to the sugar during transport, if caused by the vessel(s), shall
be for the account of the Seller who shall bear and pay for all such loss, damage
thereof.
11.4 Conversely if the receiving seaport causes any loss or damage to the sugar, during
the unloading, related loss, damage thereof shall be for the account of the Buyer.1

ARTICLE 12 - FORCE MAJEURE

12.1 Neither Seller nor Buyer shall be liable for failure to perform, any or all of the
provisions set out in this contract, if the performance has been delayed, hindered or
prevented by reason of any cause that may be, even though the affected party
exercised due diligence.
12.2 Where such failure or delay is caused by force major being any event, occurred by
circumstance reasonably beyond the control of that party, including without
prejudice to the generality of the foregoing failure or delay caused by or resulting
from Acts of God, strikes, fire, floods, wars (whether declared /undeclared), riots,
destruction of the materials, delays of carriers due to break down or adverse
weather, perils of embargoes, accidents, restrictions imposed on by any
Governmental authority (including allocations, requisitions, quotas and price
controls).
12.3 The International Chamber of Commerce rules and regulations shall apply (ICC
Edition 2000 with the latest amendments).
12.4 Either Party, in occurrence of a Force Majeure case, shall inform in written the
other Party describing the nature and the estimated period of such occurrence.
Should such case of Force Majeure persist for more than thirty (30) days from the
notification date, then Seller and Buyer shall,
upon mutual decision, suspend or cancel the present agreement ceasing in
such way their responsibilities, rights and obligations without any compensation for
damages, if any.
12.5 The certificate issued in original by the competent recognized Authority shall be
deemed as sufficient proof for the claimed Force Majeure and its duration.
ARTICLE 13 - TRANSPORT CONDITIONS:

13.1 The Seller shall advise the Buyer of the Chartered vessels name, registration
number, and flag one (1) days prior to the vessels completion of loading.
13.2 Upon departure the vessels departure from the seaport of loading, the Sellers
shipping agent shall advise the Buyer by way of Telex/Fax/Cable/Email indicating:
the Vessels sailing date; the name of the nominated vessel and steamship
company; reference, telephone numbers of the shipping company or agents; name
of ships captain; tonnage, length and height of higher portion of vessel; Ocean Bill
of Lading Number; Contract Number; the flags of the vessel; net quantity loaded;
number of hatches; number of cargo chambers; particulars of the vessels
readiness to effect cargo operations through all hatches; and Estimated Time of
Arrival (hereinafter known as ETA) at the discharge seaport.
13.3 All supervision charges at the seaport of discharge are for Buyers account.
13.4 The vessels master is to advise the Buyers agent at the seaport of discharge of
the vessels name, date of expected arrival, vessels capacity, number of cargo
chambers, quantity loaded per cargo chamber, and the particulars of the vessels
readiness to effect cargo operation through hatches and ETA.
13.5 The vessel carrying cargo shall have fast speed. It shall not call at any port for
taking additional and / or other cargo but shall proceed from the port of shipment to
the seaport of destination directly.
13.6 We undertake to airmail to the Buyer a copy of the relevant Charter Party within
two (2) days of shipment so as to ensure its receipt before the arrival of the ships.
13.7 Seller shall provide written alert to Buyer within twenty-four (24) hours after receipt
of notice that vessel transporting Commodity has experienced damage, peril, loss,
breakdown, or accident. If Seller receives proper notice, Sellers failure to provide
notice shall make same liable for damages and/or losses suffered by Buyer.
13.8 The vessels master or the Vessels agents shall give twenty (20) and seven (7)
day provisional notice; and seventy-two (72), thirty-six (36), and twenty-four (24)
hour final notice of vessels estimated time of arrival at the seaport of destination to
the Buyers agent at the seaport of discharge.
13.9 Such notices shall be effected during normal business hours, and whether ship is
in depth or not (WIDON), whether in berth or not (WIBON). Vessel is entitled to give
notice of readiness (NOR) on arrival at the anchorage/ waiting area for the
nominated discharge seaport/berth whether or not the anchorage/ waiting area is in
the same seaport district and lay-time to commence as per lay-time clause stated.
13.10 Buyer confirms by his execution of this Contract that Seller shall have free access
to the seaport upon vessels arrival and submission of NOR. In the event free
access is not available at the seaport upon vessels arrival and submission of NOR,
Buyer bears full responsibility for all expenses incurred by Seller up to and including
the cargos value.
13.11 Buyer is responsible for the commodities discharge and any Saturdays, Sundays
and/or holidays are not included. Time to start counting after tendering valid (NOR),
which may be written, telexed, or cabled on arrival at the anchorage/waiting area for
the nominated discharge seaport/berth whether or not this anchorage/waiting area
is in the same seaport district and lay-time to commence as per lay-time clause
stated.
13.12 The discharge must be not less than one thousand one hundred Metric Tonnes
per weather working day of twenty-four (24) consecutive hours on the basis of four
(4) operational hatches, four (4) operational hooks, and four (4) gangs. The times
from 1700 hours on Friday to 0800 hour on Monday and from 1700 hours on the
 day preceding to 0800 hours on the day succeeding any Saturdays, Sundays,
and/or holiday are excluded, even if used (SSHEX), WIBON, whether in port or not
(WIPON), whether in free practicable or not (WIFPON), whether customs cleared or
not (WCCON). Vessel hatch opening and closing shall be performed under crew
responsibility, control, and account.
13.13 Should the vessel be discharged at a rate less than the average, the Buyer should
pay to the Seller demurrage at the rate of the governing Charter Party per metric
ton per running day and the pro-rata share for any portion of any such running day.
If required under the terms of the Charter Party, Buyer shall place in escrow the
necessary deposit required to meet anticipated port specific demurrage charges.

13.14 It is agreed that the demurrage of dispatch be settled by the Buyer within three (3)
International banking days from receipt of the vessels master invoice. Vessel
master shall issue master invoice within six (6) standard business hours.
13.15 Lighter age/Lightening, due to insufficient draft shall all be for the Buyers account.
All lighter age operations shall be conducted under the Vessel Masters approval
and supervision.
13.16 If Buyer fails to pay demurrage charges for any shipment under this Contract,
Seller shall, without incurring default under this Contract, have the right to delay or
terminate further shipment(s) until any past due demurrage is paid by unconditional
SWIFT wire transfer.
13.17 Should the vessel be required to shift from one berth to another at port of
discharge, the expense in shifting shall be for the Buyers account. Actual time
utilized in moving from the anchorage/waiting area to berth not to count as lay-time
unless vessel is already on demurrage. If vessel is unable to proceed to berth when
available due to tide, pilot/tug availability, port authority restrictions, and/or other
reasons beyond owners control, time to count as lay-time until vessel is underway
to berth.
13.18 Buyers and their cargo receivers are fully responsible for arranging all necessary
import/custom formalities including import license as well as arrangement for taking
delivery of cargo prior vessels arrival at discharge port.
13.19 In the event the Buyers/Cargo receivers fail to make such arrangement prior to
vessels arrival, including incomplete import formalities, or no storage facilities, or no
transport arrangements, or in the event customs or port authorities do not allow
discharge to commence or halt discharge due to Buyers or their cargo receivers
failure to arrange or complete these formalities the Buyers must pay the demurrage
and any other associated costs, incurred to the Sellers/Vessels Owners before
discharging can recommence.
13.20 None of the above-mentioned arrangements can not be contrary to the procedures
of the bankwhich implements the payment for the transaction.

ARTICLE 14 - LAYCAN / LAYTIME / DEMURRAGE

14.1 LAY CAN
14.1.1 Within seven (7) consecutive operative days from the execution date of this
 contract, the Seller and Buyer shall agree on the lay can at the delivery seaport.
14.1.2 Lay can at the designated delivery seaport shall commence on the date of the first
ETA given by the shuttle vessels master and range to be based on one day range.
14.2 LAY TIME
14.2.1 Lay time are considered as free running hours SHINC, plus six (6) hours NOR.
14.2.2 A Notice of Readiness (N.O.R.) shall be tendered by the shuttle vessels Master to
Buyer and/or Master of the receiving designated delivery seaport. Such notice shall
be given by radio or by cable, at any time including Saturdays, Sundays and public
Holidays, on shuttle vessels arrival at or off the designated delivery point.
14.2.3 Lay time shall commence upon the expiration of six hours after the notice of
readiness has been accepted.

14.2.4 Time spent for inspection not to count as Lay time.

14.2.5 If the NOR was tendered at a time when there was bad weather, Lay time shall
commence six hours after the end of the bad weather.
14.2.6 Lay time shall end when unloading hoses have been disconnected after completion
of trans shipment.

ARTICLE 15 - APPLICABLE LAW

15.1 English law shall govern all matters relating to the validity, interpretation or
performance of this contract subject to the exclusive jurisdiction of the courts in
England.

15.2 This Contract contains the entire agreement between the parties hereto, shall
solely control the term of Purchase and Sale of the sugar hereunder, and
supersedes all previous promises, understandings, representations, warranties, and
agreements, in each case whether oral or written, between the parties. Any
contrary, different, or added terms in any purchase order, Contract, sales
acknowledgment, or other documentation of either party are null and void, shall
have no effect, and this Contract shall override any such documentation
ARTICLE 16 ARBITRATION
16.1 All disputes arising in connection with the present contract firstly shall be settled in
an amicable way. Should no agreement be reached by the parties, then the case
shall be brought for final settlement, under the rules of Conciliation and Arbitration
of the International Chamber of

.. by one or more arbitrators appointed in accordance with the said ICC Rules.
16.2 Each Party shall appoint one arbitrator. Nothing in this agreement shall be
construed to prevent any Court having jurisdiction from issuing injunctions,
attachment orders or orders for other similar relief in aid of any arbitration
commenced (or to be commenced) pursuant to this Section. Judgment upon the
award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction
hereof.
16.3 Neither party shall fail to comply in a timely way with the obligations of this part to
be performed in a pursuance to this contract although a dispute has arisen and
proceeded to arbitration.
16.4 Findings as assessed by the designated third Arbitrator, without any possibility of
recourse, will be final and binding on both parties.
ARTICLE 17 NON-CIRCUMVENTION, NON-DISCLOSURE
17.1 Both parties hereby covenant with each other, directly or indirectly not to
circumvent, avoid or bypass each other, including the brokers and also, hereby
agree that this contract or its contents are strictly confidential, and shall be treated
in such a manner, exclusively among the involved parties only.
17.2 The undersigned parties do hereby accept and agrees to the provisions of the
I.C.C. Non Disclosure agreement with regard to all parties involved in this
transaction or subsequent transaction add-ons, roll-overs, renewals, third
assignment, with reciprocation for a period, from the date of this agreement.
17.3 If any Party associated with the Buyer, save and except the bank officers
representing the Buyer and the Seller, should make any unauthorized contact with
the bank of the Seller, such contact shall be considered interference with this
Contract, and shall at the option of the Seller terminate the Contract forthwith. The
injured Party, who will be entitled to file legal proceedings against the interfering
Party at the International Chamber of Commerce, will charge the interfering Party
with the loss of profits on this transaction, to recover their losses.

ARTICLE 18 - PARTIES LEGAL ADDRESSES / BANKING DETAILS

BANKING DETAILS: SELLER
Bank Name:
Bank Address:
SWIFT Code:
Bank Officer:
Bank Officer Phone:
E-mail Bank Officer:
Account Name:
Account No.:

BANK DETAILS: BUYER

Bank Name
Bank Address
Account Number
Account Name
SWIFT CODE

ARTICLE 19 CONCLUSION

19.1 All modifications and amendments to this contract shall be valid only if made in
writing and signed by the authorized representatives of the parts.
19.2 The Agreement is compiled in four (4) originals of eleven (11) pages
19.3 Each party retaining two (2) hard copies.
19.4 Both Parties agree that the draft contract exchanged by fax or by any other
electronic document transmission (EDT), when signed by the respective
empowered officers, is considered legally enforceable, full binding on both Parties
and duly executed on the last transmission date.
19.5 The entire above articles and provisions fully sets forth the entire agreement
between the Parties and that the signatories below have been fully and duly legally
authorized to enter into and bind each representative company to the contract.
19.6 The parties hereby agree that any and all notice or other communication provided
for, required, permitted, or with respect to this Contract shall be in writing, and shall
be deemed sufficiently given and effective on the tenth (10) business day after
dispatch by Air Courier.
19.7 Service, Certified or registered mail to the respective addresses of each party as
set forth herein, or, as either party, from time to time, shall notify the other in writing
sent in the same manner as herein provided. Until delivery of fully executed hard
copy originals, facsimile copy of notices is the operative instrument, shall be
deemed an original, and is legally valid and binding upon the parties hereto and
their respective legal representatives, successors and assigns and shall be
admissible as evidence in any proceeding relating to the subject of this Contract.
In witness whereof the Parties have executed this agreement under the hand of
their duly authorized officers hereunto the day and year above written, the parties
hereto declare that they have read and understood this Contract and are fully aware
of the interpretation of all of the provisions, terms, and conditions herein and further
that they have signed by their hand below, and have accepted and approved all
covenants, terms, and conditions of this Contract.
Specifications:
BEET SUGAR OF EUROPEAN UNION ORIGIN
BEET SUGAR: REFINED TO ICUMSA 45 RBU
STANDARDS ORIGIN: EUROPEAN UNION.
COLOUR: WHITE
POLARIZATION AT 20C: 99,8 %
MIN ASH CONTENT: 0.04%
MAX.
MOISTURE: 0.04% MAXIMUM
REDUCING SUGAR: 0.05% MAXIMUM BY
WEIGHT PB CONTENT: 1 PPM MAXIMUM
AS CONTENT: 1 PPM. MAXIMUM
CU CONTENT: 3 PPM.
MAXIMUM HPN STAPH
AUREUS: NIL (1000 MC)
 SUBSTANCE: CRYSTALS
SOLUBILITY: 100% DRY AND FREE
FLOWING SEDIMENTS: NONE
GRANULATION: MEDIUM TO FINE
MAGNETIC PARTICLES: 4 MG/KG
MAXIMUM
SO2 CONTENT: 20 MG/KG MAXIMUM
RADIATION: NORMAL (CS-137 AT % BQ
PER KG) CROP: CROP IS 2008 OR LATER

SELLERS SIGNATURE BUYERS

SIGNATURE