CONTRACT FOR THE PURCHASE AND SALE

Of Raw Cashew Nuts in Shell

And associated logistics in Nigeria

Dated : [INSERT]th 2017

By and Between

Seller:
UTILITY TRADING LIMITED
4 BASHIRU OWEH STREET, MEDICAL ROAD, IKEJA, LAGOS,
NIGERIA

Hereinafter referred to as the “Seller”

AND
Buyer: UTILITY TRADING LIMITED

Hereinafter referred to as the “Buyer”

It has been mutually agreed to the sale and purchase of raw cashew nuts in shell on the terms
and conditions as follows:

1. Commodity
Nigeria Dried Raw Cashew Nuts in Shells, New Crop 2017

2. Specification of the Commodity

[AMEND TO AGREED SPECIFICATION]
(i) Outturn : 46-47 lbs min per bag of 80 kgs.
(ii) Nut Count : 200 nuts max per kg
(iii) Moisture : 10 % max
(iv) Defective : 5% max
(v) Foreign matter : 0.5% max
(vi) Crop : 2017 (no 2016 mix crop)
(vii) Origin : Nigeria (no mix other origin)

3. Product
The Product shall comprise of the Commodity in the weights ordered from time to time by the
Buyer from the Seller.
The total order for Product is for up to 2,100MT more or less 3% at the Seller’s option.
The desired weekly volume of Product is for up to [INSERT] MT more or less 3% at the Seller’s
option.

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4. Price
Unit price per MT of Product will be agreed from week to week, and will comprise of:

(i). An amount in Nigerian Naira in respect of the Product ex-warehouse;

(ii). An amount in United States Dollars in respect of the logistics provided by the Seller in
moving the Product from warehouse to FOB Lagos Port.

5. Delivery Basis and Insurance

The sale is FOB Lagos Port, Nigeria. The Seller will insure the Product at its own expense up to
the point of FOB Lagos Port, and the Buyer thereafter.

6. Packing and marking

6.1 The Product i s to be packed in seaworthy new clean jute bags; each bag containing
80kgs net weight of raw cashew nut in shell, and are to be well protected against
dampness.
6.2 The Product in bags is in turn to be packed in containers. The containers shall be free from
mold, shall not be distorted or punctured at point of stuffing. Any containers provided by the
Seller that do not satisfy these requirements will be rejected by the Buyer, and promptly
replaced by the Seller.
6.3 The Seller shall be liable for any damage to or loss of the Product attributable to
improper or defective packaging before loading on board.

7. Date, Place and Conditions of shipment

7.1. The latest shipment is within 10 days from date of receiving advance payment from the
Buyer. The Seller shall therefore organize the logistics for delivery of the Product to Lagos
Port at least 72 hours prior to the Product being loaded to ship.
7.2. Port of unloading is at Buyer’s determination.
7.3. Port of loading is Lagos Port, Nigeria;
7.4. Shipment conditions: at least 100 MT per shipment.
7.5. The Seller shall send shipment information to the Buyer within 05 working days from Bill
of Lading date comprising of scans of the following Original Documents and other information:
(i) Quantity: net weight and gross weight;
(ii) Vessel name and voyage number;
(iii) Shipment date and Bill of Lading Number;
(iv) Bill, invoice, packing list;
through email

8. Penalty – Premium
8.1. In the event of the specifications of an individual consignment are not as set out in this
Contract, or otherwise subsequently modified in writing between the parties, then a
Penalty or a Premium will apply. The Penalty or Premium shall be confirmed through a
Certificate of Quality and Quantity issued by Wakefield Inspection Services in Nigeria.
Penalty and Premium terms apply to the whole consignment, not to individual sacks.
8.2 Penalty
Specification Penalty Rejection
Out-turn 45 – 46lbs: US$100/lb <41lbs
44 – 45lbs: US$120/lb
43 – 44lbs: US$150/lb

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 42 – 43lbs: US$170/lb
Nut Count USD 1/MT for every 1 Above 210
Nuts Nuts
Moisture USD 8/MT for every Above 14%
1% excess

8.3 Premium
Specification Premium
Out-turn US$[INSERT]/MT for every
1.00lb over

8.2. In case there are delays in delivery and payment then the following Penalty shall be
applicable:
8.2.1. If the Seller fails to ship the consignment purchased at an Auction within 20 days
from the date of that Auction, the Seller shall bear a penalty equal to 5% of the
sale value of the consignment of that Auction.
8.2.2 If the Seller fails to ship the consignment purchased at an Auction within 30 days
from the date of that Auction, the Buyer has the right to terminate the contract
without bearing any penalties.
8.3 After 05 working days from the date of receiving the scan of Original Documents in respect
of a consignment, if the Buyer fails to fulfill the payment which stated in clause 9.2, the
Buyer shall additionally pay interest of 1% per month on the amount of the Seller’s Invoice
for that Consignment.

9. Payment terms
9.1. The Buyer’s representative will inspect the Product at Seller’s warehouse, and accept only
those sacks of Commodity that conform to the specifications set out in this Purchase and
Sale Agreement.
9.2 Wakefield Inspection Services shall issue its Certificate in respect of Quantity, Quality and
Weight to Buyer and Seller, and both Buyer and Seller shall accept this Certificate as the
basis for payment.
9.3 The Buyer shall pay to the Seller’s Bank the amount in respect of the Product as follows:
Currency: Nigeria Naira
Bank name: [INSERT]
Account name: [INSERT]
IBAN: [INSERT]
SWIFT: [INSERT]

9.4 After receiving the scan of the Original Documents from the Seller, the Buyer shall pay by
Telegraph Transfer the Seller’s invoice in respect of the logistics as follows:
Currency: United States Dollars
Bank name: [INSERT]
Account name: [INSERT]
IBAN: [INSERT]
SWIFT: [INSERT]

10. Banking information

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10.1. Bank of Seller will be as set out at 9.2 above.
10.2. Bank of Buyer :
Bank name: [INSERT]
Account name: [INSERT]
Account number: [INSERT]
SWIFT: [INSERT]

11. Taxes & Duties

All Taxes and Duties applicable at loading port are to Seller’s account and at unloading port to
Buyer’s account.

12. Documents Requirements

12.1 The Buyer’s representative shall provide shipment information (Bill of Landing) to the Buyer
within 5 working days sailing of vessel and, apart from this, the following documents shall be
provided 10 days before vessel arrives destination port. The Buyer’s representative is fully
responsible for legal, validity of these Original Documents:
12.1.1 Original signed commercial invoice in triplicate;
12.1.2 Original packing list in triplicate;
12.1.3 Original Certificate of Quality and Quantity issued by Wakefield Inspection Services in
one originals and one copy;
12.1.4 Certificate of origin issued by the competent authorities at the seller country in one
originals;
12.1.5 Phytosanitary certificate issued by government competent authorities in Nigeria;
12.1.6 Fumigation certificate one originals

In the event of the Seller failing to deliver the required original shipping documents to the Buyer
within 10 days before vessel arrival, all expenses/costs incurred therefore (including but not
limited to demurrage/detention fee) are for the Seller’s account. This provision will be disregarded
in the vent of force majeure preventing presentation of the original shipping documents.

13. Inspection
13.1. The Product shall be inspected prior to shipment during stuffing by the Buyer’s
representative and/or agent, at the expense of the Buyer. Such representative or agent will
provide a Certificate of Approval to load the Product.
13.2. The Buyer will be present at the inspection and agree with the Seller’s representative and/or
agent the Quantity, Quality and Weight.
13.3. In the event the Buyer and the Seller’s representative and/or agent do not agree the
parameters set out in 13.2 in respect of a consignment, a re-inspection shall be done by
mutually acceptable independent inspection agent at the Buyer’s warehouse in presence
of the Seller’s representatives. All containers and seals must be untouched by the time of
inspection.

14. Arbitration
In case the three parties fail to reach amicable agreement, the three parties agree to
choose the London Court of International Arbitration (“LCIA”), and the award determined under
the rules of the LCIA shall be final and binding both parties. The arbitration fee shall be borne
by the losing party.

15. Force Majeure

During the execution of this contract, if a situation of Force Majeure arises due to Natural

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Calamities, Civil Disturbances, Commotions, Riots and any other acts of Gods or Manmade acts
then either party must inform the other within 7 days of such Occurrence and if the situation
persists for 30 days or more the contract shall be deemed null and void without any liabilities on
either side.

16. General clause

The three parties pledged to seriously implement the terms of this contract. If there are any
changes or amendment clauses to these above-said conditions shall be valid only in writing and
dully confirmed by the three parties.
The contract is made in English in three (03) sets of which the Buyer keeps one (01) set, the
Buyer’s representative keeps one (01) set and the Seller keeps one (01) set. It has the same
valid. This contract comes into effect from the signing date.
In witness thereof the Seller, the Buyer’s representative and the Buyer having signed them on
this day and is valid on exchange by email.

For and on behalf of the Seller

Signature

Name: James STUART-SMITH

Date:
Who warrants authority

For and on behalf of the Buyer

Signature Chop

Name:
Date:
Who warrants authority