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 CONTRACT FOR THE PURCHASE AND SALE OF RICE
 No. 007/VNF/20...
Between ELLEN LIMITED
Flat A. 3/F Causeway Tower
16 – 22 Causeway Road
Causeway Bay HONGKONG
Tel: xxx Fax: xxx
Telex: 61533 WSGTC HK (hereinafter called the Buyer)
And HANOI FOOD EXPORT IMPORT COMPANY
40 Hai Ba Trung Street, Hanoi, VIETNAM
Tel: xxx Fax: xxx
Cable address: VINAFOOD HANOI (hereinafter called the Seller)
It has been mutually agreed to the sale and purchase of rice on the terms and conditions as follows:
1. Commodity: Vietnam White Rice
2. Specification:
- Brokens: 35% max
- Moisture:
- Foreign matter:
- Crop: 20... – 20...
3. Quantity: 100.000MT more or less 5% at Seller’s option
4. Price: 2USD xxx per metric ton, net for April June 20..
Shipments, (xxx USD/MT)
a. Dunnage, bamboomat for Ship owner’s/ Buyer’s account
b. Shore tally to be at Seller’s account
c. Vessel tally to be at Buyer’s/Ship owner’s account
d. All export duties and taxes levied in the country of destination and outside Vietnam shall be for Buyer’s account.
5. Time of shipment: 20 - 25 days after L/C opening date
6. Packaging: Rice to be packed in single new jute bags of 50 kgs net each, about 50.6 kgs gross each, hand-sewn at mouth with jute twine thread suitable for rough, handling and sea transportation. The Seller will supply 0.2% of new jute bags, free of charge, out of quantity of bags shipped.
7. Insurance: To be arranged by the Buyer.
8. Inspection and Fumigation:
a. The certificate of quality, weight and packing issued by Vinacontrol at loading port to be final and for Seller’s account.
b. Fumigation to be effected on board the vessel after completion of loading with expenses to be at Seller’s account; but expenses for crew on shore during the fumigation period including transportation, accommodation and meals at hotel for Ship owner’s account.
c. Time for fumigation not to count as laytime.
9. Loading terms:
a. Buyer shall advice vessel’s ETA and its particulars 15 days and Captain shall inform vessel’s ETA, quantity to be loaded and other necessary information 72/48/24 hours before the vessel’s arrival at loading port.
b. Laytime to commence at 1PM if N.O.R given before noon and at 8AM next working day if N.O.R given in the afternoon during office hours, incase of vessel waiting for berth due to congestion, time commences to count 72 hours after N.O.R submited.
c. Loading rate: 800MT per weather working day of 24 consecutive hours, Sundays, holidays excepted even if used, base on the use of at least four to five normal working hatchs/ holds and all cranes/derricks and winches available in good order, if less than prorata
d. Seller shall arrange one safe berth of one safe port for the vessel of 10,000MT – 20,000MT capacity to load the cargo.
e. Time is between 17.00PM on Saturday and the day preceding a holiday until 8AM next working day not to count as laytime even if used.
f. Before submitting N.O.R, the vessel must be in free practique. Immediately after the vessel at berth, captain shall request Vinacontrol to inspect the hatchs/holds and issue a certificate certifying that the hatchs/holds are clean, dry, free from harmful factions and suitable for food loading with such expenses to be at ship owner’s account and time not to count as laytime.
g. Demurrage/ Dispatch if any, to be as per C/P rate, but maximum of 4,000/2,000 USD per day or prorata and to be settled directly between Seller and Buyer within 90 days after B/L date.
h. For the purpose of obtaining Shipping documents such as:
- Commercial invoices
- Certificate of quality, weight and packing
- Certificate of origin
The responsible party shall Cable/Fax/Telex advising shipment particulars within 24 hours after completion of loading.
In order for the Buyer to obtain insurance, a Bill of Lading shall be issued immediately after completion of loading and before fumigation and provided immediately to the Buyer.
a. In case, cargo is ready for shipment as schedule in this contract, but Buyer fail to nominate the vessel to load, then all risk, damages and associated expenses for cargo to be borne by the Buyer based on the Seller’s actual claim. In the event that no cargo is available to be loaded on nominated vessel at loading port, then dead freight to be paid by the Seller bases on Buyer’s actual claim and the Buyer will submit the following documents to Vietcombank for receiving P.B: (time counted: 20 - 25 days from L/C opening date):
- N.O.R with Seller’s signature.
- Report signed by the Captain and the Seller confirming that the vessel has already arrived at the port to receive the cargo but the seller has no cargo to load.
- Vietcombank’s confirmation.
10. Payment:
a. After signing the contract, the Buyer or the Buyer’s nominee (SHYE LIAN (HK) MANUFACTURING CO,. LTD or other nominee) shall telex asking the Seller to open P.B of 1% of total L/C amount at Vietcombank Hanoi within two days thereof. The Seller shall open P.B and inform the Buyer; then, four days after receiving Vietcombank’s confirmation; the Buyer shall open a telegraphic, irrevocable and confirmed L/C which is in conformity with this contract by an international first class bank at sight with T.T.R acceptable for 40,000 MT in favour of Vinafood Hanoi through the Bank of Vietnam.
For 60,000 MT the Buyer of Buyer’s nominee shall open a telegraphic, irrevocable and transferable at sight L/C which is in conformity with this contract with TTR acceptable. In this case, the Seller requests the confirmation of L/C, the L/C shall be confirmed for Seller’s account.
In the event that the Buyer fails to open L/C four days after receiving confirmation from Vietcombank then Seller shall collect P.B from the Vietcombank and then the contract is automatically canceled.
The Seller will collect the P.B against presentation of shipping documents at Vietcombank
b. Presentation of the following documents to the bank of Foreign Trade of Vietnam, payable within 3-5 banking days after receipt of the telex from the Vietcombank certifying that documents have been checked in conformity with the L/C terms:
- Full set of “Clean on board” B/L – in three (3) originals marked “Freight to collect”
- Commercial invoice in three (3) folds
- Certificates of quality, weight and packing issued by the Vinacontrol to be final at loading port in six (6) folds.
- Certificates of origin issued by Vietnam Chamber of Commerce in six (6) folds.
- Certificates of fumigation issued by the Competent authority of Vietnam in six (6) folds.
- Phytosanitary certificate issued by the Competent authority of Vietnam in six (6) folds.
- Cable/ fax/ Telex advertising shipment Particulars within 24 hours after completion of loading.
11. Force Majeure:
The Force Majeure (exemption) clause of the International Chamber of Commerce (ICC publication No 421) is hereby incorporated in this contract.
12. Arbitration:
Any discrepancies and/ or disputes arising out or in connection with this contract not settled amicably shall be referred to Arbitration in accordance with the Rules and Practices of the International Chamber of Commerce in Paris or such other places agreed by both sides.
13. Other terms:
Any amendment of the terms and conditions of this contract must be agreed by both sides in writing.
This contract is made in 06 originals in English language, three for each party
This contract is subject to the Buyer’s final confirmation by telex (June 18th, 20 latest).
Made in Hanoi, on 9th June, 20
FOR THE SELLER FOR THE BUYER
Director Managing Director
(signed/sealed) (Sealed)
Nguyen Van Eddy S.Y. Chan