SALES PURCHASE PAPER (SPA)
IRREVOCABLE WORKING PROCEDURES OF IR64 RICE AND 1121 GOLDEN
SELLA PARBOILED RICE
CONTRACT NUMBER: 181116
DATE: 28th July 2021
SELLER:
BUYER:
Company Name : Eastgate Export PVT LTD
Address: D-943RD/f,kH.NO-67.GALI
NO-1,CHAND BAGH KARWAL NAGAR
DELHI-110094,INDIA
E-mail:contractsourcingagency@gmail.com
Tel:+ 1 213-4230657(Whatsapp)CEO
I. SUBJECT MATTER
1.1 The Seller herewith shall sell and the Buyer herewith shall purchase in
accordance with the terms, conditions and specifications and the quality
described in this contract and the specification (hereinafter called “the
goods”).
1.2 Specification for the goods. IR64 Parboiled RICE and 1121 Golden Sella Rice.
Buyer’s Signature Seller’s Signature
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II. DELIVERY BASIS AND TERMS
2.1 The Seller shall deliver the goods under delivery to Los Angeles,
California, in accordance with INCOTERMS.
2.2 Loading port: Mumbai and Chennai Port.
2.3 Country of Export: INDIA
2.4 The named ports of destination: Los Angeles, California. USA
III. QUANTITY AND QUALITY OF GOODS
3.1 The unit of measurement in this contract: Packs/Bags.
3.2 The total quantity of the goods to be delivered shall be as agreed
IV. PRICE AND TOTAL AMOUNT OF CONTRACT
4.1 Price for the goods shall be negotiated.
4.2 The price for the goods shall be re-negotiated by the Parties in every 6
Months.
4.3 The price of the goods includes all costs incurred by Seller up to and
including delivery USD costs, basis CIF, and export fees, except where the
contract specifically provides for a cost to be borne by the Buyer.
4.4 The quantity shall be 1000 MT for each shipment for 60 months which is 5
year.
V. DELIVERY TERMS AND PARTIES OBLIGATIONS
5.1 Delivery period: 10 to 30 days after payment for the first month and 45 to 55
days after payment for the subsequent months.
5.2 Date of shipment: shall be updated by Seller.
5.3 The Parties may agree upon the extension of the delivery period. In this
event, the Party responsible for the delays (Seller in delivery or Buyer in
unloading) will have to bear the costs for the extension of the validity of the
payment instrument and any other costs incurred due to delay.
VI. DELIVERY ACCEPTANCE OF GOODS
Buyer’s Signature Seller’s Signature
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6.1 Risk of loss or damage of the goods shall pass from Seller to the Buyer at
the Loading port according to CIF term. After the transfer of the goods at the
Loading port the Buyer shall bear any additional charges.
6.2 Title to the goods will pass from Seller to the Buyer upon clearance of funds
into the Seller's account in full amount of the goods hereunder.
6.3 The quantity of goods stated in the Bill of Lading shall be conclusive
evidence of the quantity of goods delivered.
6.4 No claim(s) against quality or quantity received ten (10) days following
receipt by Buyer of the goods will be taken into consideration.
VII. LEGAL ENDORSEMENT/PROCEDURE
7.0 in accordance with the law of Californian chamber of commerce and industry,
the seller will have to hire a California based attorney that will swore a court
affidavit of oath of integrity with the buyers lawyer stating that the seller
will not fail to deliver the goods at the exact date has been agreed by both
parties, then the buyer will now transfer his funds to the seller account.
Contract registration fees US$ 1,500 both parties’ registers the contract each at
the time to enable them book a date for the legal endorsement.
7.1 Payment for the goods will be in UNITED STATES DOLLARS and will be performing
as the following:
+ 50% TT against legal endorsement of the contract in California court/
Pro-forma invoice and 50% T/T. against Bill of Lading and other related shipping
documents.
7.2 After the issuing of the necessary shipping documents, Buyer shall issue an
Operative, Irrevocable and Revolving LC for 12months.
7.3 The Seller reserves the right not to ship the good if the payment for every
monthly supply is not complete. Buyer shall arrange for its bank to provide the
Seller a copy of the payment instruments by SWIFT
7.4 All bank charges related to the issuance of the payment instruments are for
the Buyer’s account.
7.5 Any extension of the validity of the document will be borne by the party in
fault from the extension.
Buyer’s Signature Seller’s Signature
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7.6 All documents should be made out in English.
IX. FORCE MAJEURE
8.1 Both parties in this contract will be exonerated from their obligation in
case of Force Majeure event.
8.2 Force Majeure is understood as per provisions under ICC500 and means any
event such as fire, explosions, hurricanes, floods, earthquakes and similar
natural calamities, wars, epidemics, military operations, terrorism, riots,
revolts, strikes, industrial unrest, government embargoes, or other unforeseeable
actions occurring after the conclusion of this contract and outside the sides
reasonable control and which cannot be avoided by the reasonable diligence that
could delay or prevent the performance of either sides obligations in this
contract.
8.3 The party to this contract whose performance of this contract is prevented by
a Force Majeure event must notify the other party within 2 (Two) days of the
effective date of occurrence.
8.4 The performance of either party’s obligations will be in such a case
postponed with the period of the existence of the Force Majeure event plus a
reasonable period to remobilizing production and shipping. No penalty shall be
payable for the duration of this delay.
8.5 Should the delay caused by a Force Majeure event last for more than I (one)
month the sides will attempt to agree on measures to allow the contract to
continue. Should such an agreement not be reached within 30 (thirty) days from
the date of certified Force Majeure event, the sides are entitled to terminate
the contract.
8.6 The Force Majeure event does not exonerate the Buyer from paying for the
goods already delivered under documents in Bill of Lading.
X. SELLER LIABILITY
9.1 Goods shall be considered in “full quantity” if within tolerance provided
hereunder.
9.2 Seller attests to have all export licenses if needed to deliver the goods.
Buyer’s Signature Seller’s Signature
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XI. BUYER LIABILITY
10.1 Any sums which the Buyer is liable as penalties, for which no provisions are
made in this contract, are made against the invoice issued by Seller and by a
Buyer’s bank transfer within maximum ten (10) banking days as for the submitted
invoice date.
10.2 Buyer attests to have all import licenses to unload the goods at port of
discharge. Also the Buyer attests to have agents in each ports of discharge
managing logistic part on behalf of Buyer.
10.3 Buyer shall be obliged of unloading goods upon its arrival. At the date of
arrival of the goods the Buyer’s transport should be alongside quay and available
to take delivery of the goods.
10.4 Should the Buyer’s transport not arrive within 14 calendar days as from
scheduled/notified date as a result of delays by the Buyer at the unload port,
the Buyer will pay the Seller penalties at the daily rate of 0.3% (point three
percent) pro rata temporize of the value of unloaded goods. And in these delayed
cases, the payments of the storage costs in the unload port shall be paid by
Buyer.
XII. LAW AND ARBITRATION
11.1 The contract is subject to California Law. Any dispute, controversy or claim
arising out of or relating to this contract, or the breach, termination or
invalidity thereof shall be settled in the Quebec District Court of Arbitration
in Montreal Canada in accordance with its Rules of Arbitration. .
11.2 The Seller and Buyer will try to settle all disputes amicably.
XIII. CONTRACT TERMINATION
12.1 The Seller may unilaterally terminate the contract should the Buyer refuse
performance of a substantive contractual obligation, but excluding refusal cause
by a Force Majeure event.
12.2 Notification of termination is to occur within ten (10) calendar days
following non-performance of contractual obligations.
XIV. ASSIGNMENT
13.1. The Parties shall not be entitled to assign their rights and/or obligations
hereunder unless the prior written consent of the other party has been obtained.
Buyer’s Signature Seller’s Signature
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XV. GENERAL PROVISIONS
14.1 Amendments to the present contract shall be valid only if agreed in writing
and signed by duly authorized representatives of both parties.
14.2 Correspondence in the course of the ordinary administration of the contract
such as but not limited to notification of anticipated delivery dates might be
sent by fax, any electronic means or any form of mail.
14.3 The language of the contract and the correspondence, notices, invoices, Bill
of Lading shall be English.
14.4 This contract supersedes all prior negotiations, representations and
agreements and it is the sole agreement between the parties for the sale and
purchase of the goods.
14.5 This contract shall come into effect when the Buyer and Seller have both
initialed and signed the present document.
14.6. The illegality, invalidity or unenforceability of any part of this
Agreement shall not affect the legality, validity or enforceability of any other
part of this Agreement.
XVI. CONFIDENTIALITY AGREEMENT
15.1 Seller and Buyer shall treat information provided by the other party on a
strictly private and confidential basis. Seller and Buyer shall take all
necessary steps to prevent the others confidential information from being misused
or disclosed or made public to any third party except as needed to successfully
complete the contract or to avoid conflicting claims (and except as may be
required in accordance with the applicable law).
15.2 Both Seller and Buyer shall not use the confidential information provided by
the Seller in such a way as to:
(a) Circumvent the Seller in the commercial dealings with any and all suppliers
under the contract, or
(b) Knowingly do anything to cause the Seller to lose any fees or commissions
that are due or may become due under the Seller agreement with the suppliers
under the Contract, if any, or
(c) Do anything to circumvent the Seller in such a way as to put Seller at a
commercial disadvantage with the suppliers or countries under this Contract.
Buyer’s Signature Seller’s Signature
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15.3 The Seller and the Buyer shall keep each other fully informed about the
progress of all current and future contract negotiations and about the
performance of the contract.
15.4 The obligation of confidentiality of the Seller and Buyer shall remain in
force for a period of 10 (ten) years from the date hereof.
15.5 Any breach of these provisions will entail payment of damages to the other
party.
In witness whereof, the parties have executed this agreement at the day and year
first above written.
THE SELLER
THE BUYER
Company Name : Eastgate Export PVT LTD
Address: D-943RD/f,kH.NO-67.GALI
NO-1,CHAND BAGH KARWAL NAGAR
DELHI-110094,INDIA
E-mail:contractsourcingagency@gmail.com
Tel:+1 213 4230657(Whatsapp)
Mr NAFIS AHMAD(CEO)
Buyer’s Signature Seller’s Signature
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