Effective 1st January 2006

Gafta No.38 Copyright

THE GRAIN AND FEED TRADE ASSOCIATION

CONTRACT FOR GRAIN IN BULK FROM ARGENTINA

FOB TERMS
*delete/specify as applicable Date ..........................................................................................................

1 SELLERS .....................................................................................................................................................................................................................
2
3 INTERVENING AS BROKERS................................................................................................................................................................................
4
5 BUYERS........................................................................................................................................................................................................................
6 have this day entered into a contract on the following terms and conditions.
7
8 1. GOODS- .............................................................................................................................................................................................................
9
10 2. QUANTITY-…………………………………………………..% more or less at Buyers’ option at contract price, tolerance to be
11 declared upon each nomination, and the margin shall be affected thereby. In the event of more than one delivery being made each
12 delivery shall be considered a separate contract.
13
14 3. PRICE- delivered Free on Board Buyers' vessel in bulk at ..............................................................................................................................
15
16 (a) at US$ ...................................................................................................................................................... per tonne of 1000 kilograms;
17
18 (b) to be fixed basis CBOT ...............................................................................................................................................................................
19
20
21 4. BROKERAGE………………………………per tonne, to be paid by Sellers on the mean contract quantity, goods lost or not lost,
22 contract fulfilled or not fulfilled unless such non-fulfilment is due to the cancellation of the contract under the terms of the
23 Prohibition or Force Majeure Clause. Brokerage shall be due on the day shipping documents are exchanged, or if the goods are not
24 delivered then the brokerage shall be due on the 30th consecutive day after the last day for delivery.
25
26 5. QUALITY- .........................................................................................................................................................................................................
27 Superintendent's certificate of inspection, at time and place of loading into the ocean-carrying vessel, in accordance with the
28 Weighing, Sampling and Analysis Clause, shall be final as to weight, quality and condition. For the purposes of sampling and
29 analysis each parcel shall stand as a separate shipment. The right of rejection provided by this clause shall be limited to the parcels found
30 to be defective.
31 Condition -Delivery shall be made in good condition.
32
33 6. PERIOD OF DELIVERY
34 (a) Delivery during- .................................................................................................................................................... at Buyers' call.
35
36 (b) Nomination of Vessel- Buyers shall nominate vessel in time for Sellers to receive at least 10 consecutive days' notice of vessel's
37 expected time of arrival and Sellers shall be under no obligation to load prior to the expiry of such 10 consecutive days. Such
38 nomination shall contain name and flag of vessel, demurrage rate, estimated quantity to be loaded, expected arrival date, agents at
39 loading port, and final country of destination. Nomination once given or passed on shall not be withdrawn, unless the vessel is
40 unable to proceed to the load port due to an event outside Buyers' control. The original delivery period and any extension shall not be
41 affected thereby. For nominations of lots below 1,000 tonnes or loading for reasons not attributable to
42
43 Sellers of less than 1,000 tonnes, charges at the rate of .......................................................... shall be added to the invoice for Buyers'
44 account.
45 (c) Bill of lading or mate's receipt shall be considered proof of delivery of the goods in the absence of evidence to the contrary.
46
47 7. SHIPMENT AND CLASSIFICATION- Shipment, direct or indirect, with or without transhipment by first class mechanically self-
48 propelled vessel(s) suitable for the carriage of the contract goods, classed in accordance with the Institute Classification Clause of the
49 International Underwriting Association in force at the time of shipment, excluding tankers and vessels which are either classified in
50 Lloyd’s Register or described in Lloyd’s Shipping Index as “Ore/Oil” vessels.
51
52 8. LOADING –Once the vessel is berthed alongside a berth suitable to Sellers, ready to load and the holds, on inspection, are found to be
53 clean, dry and fit to receive the cargo, Sellers guarantee, provided that the vessel is able to receive, a minimum average loading rate of
54 1,500 tonnes per weather working day of 24 consecutive hours, holidays, Saturdays afternoons and Sundays excluded even if used.
55 Sellers shall not be responsible for time lost due to act of God, strikes, lockouts, riots, civil commotion, breakdown of machinery and/or
56 winches, failure of power, fire or other similar cause which prevents loading. Demurrage rate as per charter party, no despatch is due by
57 Buyers to Sellers. Any extra charges for loading single and/or tween deckers (self-trimming bulk carriers excluded) and in any

38/1
 58 space/hold/tank other than main holds shall be for Buyers' account and liquidated at the current costs at time and place of loading.
59
60 9. EXTENSION OF DELIVERY-
61 Should Buyers not tender vessel(s) in readiness to load within the specified contract period for delivery, they shall be in default unless
62 they give notice to the Sellers not later than the last day of the specified contract period for delivery that an extension is claimed. Such
63 notice shall be given to be received by Sellers not later than 1600 hours on the last day of the specified contract period for delivery
64 notwithstanding cases of resales and/or provisions of the non-business day clause. Should such extension be timely claimed, Sellers
65 shall carry the goods for additional 30 days in accordance with the full terms of the Carrying Charges Clause.
66
67 Extension shall be deemed to have been claimed, and carrying charges shall consequently apply, when the 10 day period of the
68 contractual nomination of the vessel expires after the contract period of delivery. Contractual nomination of 10 consecutive days to
69 apply also during the extension period.
70
71 Any new and/or increase in existing export duties, taxes, levies etc, between those applying during the original delivery period and those
72 applying during the period of extension, shall be for the account of Buyers.
73
74 10. CARRYING CHARGES:
75 (a) Buyers shall pay Sellers carrying charges if the nominated vessel does not file with the Argentine Port Authorities before the expiry
76 of the delivery period, or minimum 24 hours before the expiry of the delivery period of loading is to take place in upriver ports.
77 (b) A vessel shall be considered filed if she has registered with the Argentine Port Authorities or has arrived at the nominated loading
78 port and is in all respects fit and ready to receive the cargo. Should the vessel be prevented from proceeding to the nominated port or
79 berth of loading for reasons outside the vessel's control, she will be considered filed provided she has reached a point where she has been
80 instructed to wait by the Argentine Port Authorities.
81 (c) Should the vessel be due to load at more than one berth she shall be considered filed as per sub-clause (b) exclusively in regard to the
82 first berth but for any subsequent berth she shall be considered filed only upon completion of loading at the previous berth.
83 (d) If due, carrying charges to be paid by Buyers to Sellers shall be calculated from the first day following the last day of the delivery
84 period specified in the contract until bill (s) of lading dates, bill(s) of lading issued on a day by day basis if Buyers so request, as follows:
85 -
86 US$...................................... per tonne per day for the first 10 days
87 US$...................................... per tonne per day from the 11th day inclusive until the 20th day inclusive;
88 US$...................................... per tonne per day from the 21st day inclusive until the 30th day inclusive or the bill of lading date, if later.
89 (e) Carrying charges shall be paid by Buyers to Sellers upon payment of shipping documents.
90 (f) If extension has been claimed, Sellers shall if necessary complete loading the nominated vessel after expiry of the extension period
91 provided she has filed within the above definitions and time limits, but Buyers shall be in default of fulfilment if, after claiming
92 extension, the vessel has not filed at the port of loading (or as close thereto as permitted by the Argentine Port Authorities) at least 24
93 hours prior to the end of the extension period, and the date of default shall be the first business day following such period. In such event
94 Buyers shall pay to Sellers (I) default damages if any, (ii) carrying charges accrued and calculated in accordance with the provisions of
95 this clause. (In all cases carrying charges as provided herein are to be considered in the nature of liquidated damages and, as such, no
96 further proof of damages shall be required in substantiation thereof).
97
98 11. PAYMENT-
99 (a) Payment - for 100% by telegraphic transfer shall be due within two working days after presentation of contractual documents, if
100 presented not later than 1200 hours. If documents are presented after 1200 hours, presentation shall be deemed to have been made on
101 the following day. Presentation in trust or by collection is at Sellers' option; bank charges incurred shall be for Sellers' account, but if
102 Buyers demand presentation through a bank of their choice, those bank charges shall be for Buyers' account. Title to the goods shall not
103 pass from Sellers to Buyers until full and final payment has been received. Amounts payable under this contract shall be settled
104 without delay. If not so settled, either party will be entitled to charge interest.
105
106 (b) Interest –Interest at 2.50% over the New York Prime rate shall be charged: -
107 (i) if there has been a delay in any payment, computed from the first business day following the day when payment was due up
108 to the day payment is received, both days inclusive.
109 (ii) if the bill(s) of lading are not at Sellers/Shippers' disposal at the end of the first business day following the day when bill(s)
110 of lading are presented to vessel's agents in Buenos Aires, for any reasons beyond Sellers/Shippers' control, computed from
111 the first working day after bill(s) of lading are presented to the agency up to the day they are released to Sellers/Shippers,
112 both days inclusive,
113 (iii) if Buyers' complete documentary instructions have not been timely received and presentation of documents is delayed for
114 reasons not attributable to Sellers beyond the date of the bill(s) of lading computed from the first working day after the
115 bill(s) of lading date up to the day documents are presented, both days inclusive.
116 If such charge is not mutually agreed, a dispute shall be deemed to exist which shall be settled by arbitration. Otherwise interest shall
117 be payable only where specifically provided in the terms of the contract or by an award of arbitration. The terms of this clause do not
118 override the parties’ contractual obligation under sub-clause (a).
119
120 (c) Documents- Sellers shall receive complete documentary instructions including splits not less than 5 working days prior to the
121 vessel's expected readiness to load. For the purpose of this contract shipping documents shall consist of: -
122 (i) Full set of original clean on board bill(s) of lading in negotiable and transferable form or clean blank endorsed mate's receipts.
123 Either party may request mate's receipts to be issued for partial or daily loaded quantities.
124 (ii) Certificates of origin issued by the Argentine Chamber of Commerce or Argentine Chamber of Exporters.
125 (iii) Superintendents' Certificates of weight, quality, and condition. Buyers shall accept Sellers' letter of guarantee for such
126 certificate(s) if missing, but Buyers' rights shall not be affected thereby when such certificate(s) are eventually available.
127 (iv) Commercial invoice
128 Sellers shall assist Buyers in regard to any additional documents if required. Any cost and/or delay shall be for Buyers' account. No
129 clerical error in the documents shall entitle the Buyers to reject them or delay payment, but Sellers shall be responsible for all loss or
130 expense caused to Buyers by reason of such error.

38/2
131
132 (d) Bills of Lading
133 (i) Sellers shall follow instructions/requirements of Buyers and/or vessel's agents and/or master regarding bill of lading forms to
134 be used and conditions to be inserted therein, but Sellers assume no responsibility for the correctness of same. Sellers are not
135 obliged to issue bills of lading to the order of a third party.
136 (ii) If the bill of lading refers to a charter party and/or any other document relating to the freight booking, Buyers warrant and
137 guarantee to indemnify Sellers and hold them harmless against any detrimental consequences for clauses of such document,
138 provided delivery is made in accordance with the terms of the contract.
139 (iii) If freight paid or freight pre-paid bill(s) of lading are requested, Buyers shall pay freight plus any taxes and expenses in
140 sufficient time so that the bill(s) of lading are released at the end of the first business day following the day when the bill(s) of
141 lading are presented to the vessel's agents in Buenos Aires.
142 (iv) In any of the above situations Sellers shall at their discretion have the right to demand that Buyers expressly hold them
143 harmless of any possible consequences, charge Buyers interest in case of delay in release of bills of lading according to the
144 Interest Clause, or demand payment against mate's receipt instead of bill of lading, as the case may be.
145 (v) Buyers shall accept as clean any mate's receipt or bill of lading showing a weight ascertained by the superintendents,
146 irrespective of any remarks concerning a different weight determined by the shipowner or his servant. In the event of there
147 being any difference in such weights this shall not entitle Buyers to withhold or delay payment.
148 (vi) If mate's receipts are presented for payment, Sellers shall be entitled to instruct vessel's agents that the bill(s) of lading may
149 only be issued in exchange for the original mate's receipt.
150
151 12. FUTURES
152 If the price is to be fixed basis CBOT the following shall apply: -
153 (a) Futures in exchange, Sellers' give up. Price to be fixed and futures to be given up 5 days prior to shipment or 2 days prior to the first
154 notice day of option in question, whichever is earlier.
155 (b) In case the contract price is to be established on an exchange of futures give up to be performed as per NAEGA II, and tolerance is to
156 be settled at the contractual premium, the following shall apply: -
157 (i). If tolerance is settled after first notice day of underlying option, then tolerance must be settled basis next option adjusting contract
158 premium for board spread on bill of lading date.
159 (ii). If underlying option has expired the spread must be the on prevailing at close the day before the underlying option expired.
160 (iii). All exchange of futures shall be made within the rage of price prevailing on the future market on the date of the exchange.
161
162 13. INSURANCE- Marine and war risk insurance basis WA with 3% franchise or better terms, including strikes, riots, civil commotion and
163 mine risks to be effected by Buyers with first class underwriters and/or approved companies for at least the contract value plus 2%
164 protecting the interest of Buyers and/or Sellers, as interests may appear; once the goods are delivered on board, all risks including all
165 average to be for account of Buyers. Sellers shall receive confirmation together with documentary instructions that insurance according
166 to these terms and at Buyers' expense has been covered. If Buyers fail to provide such confirmation, Sellers have the right to place their
167 own insurance according to the terms of this clause at Buyers' risk and expense. If requested by Sellers, Buyers shall submit to Sellers a
168 copy of the certificate and/or policy. Buyers agree to accept shipping documents containing the Chamber of Shipping War Deviation
169 Clause and/or other recognised War Risk Clauses.
170
171 14. EXPORT/IMPORTS LICENCES – export licence if required, to be obtained by Sellers. Import licence if required, to be obtained by
172 Buyers.
173
174 15. WEIGHING, SAMPLING AND ANALYSIS.
175 (a) The shore weight to be determined and certified by a GAFTA registered independent superintendent in Argentina, at Sellers' choice
176 and at Sellers' account.
177 (b) Samples shall be taken at time and place of loading by a GAFTA registered independent superintendent at Sellers' choice
178 and at Sellers' account. Analysts shall be appointed from the GAFTA register of analysts in Argentina.
179 (c) The terms and conditions of GAFTA Weighing Rules No.123, GAFTA Sampling Rules No.124, and GAFTA Methods of
180 Analysis No.130, are deemed to be incorporated into this contract.
181
182 16. PROHIBITION- In case of prohibition of export, blockade or hostilities or in case of any executive or legislative act done by or on
183 behalf of the government of the country of origin or of the territory where the port or ports of shipment named herein is/are situate,
184 restricting export, whether partially or otherwise, any such restriction shall be deemed by both parties to apply to this contract and to the
185 extent of such total or partial restriction to prevent fulfilment whether by shipment or by any other means whatsoever and to that extent
186 this contract or any unfulfilled portion thereof shall be cancelled. Sellers shall advise Buyers without delay with the reasons therefor and,
187 if required, Sellers must produce proof to justify the cancellation.
188
189 17. FORCE MAJEURE, STRIKES ETC.- Sellers shall not be responsible for delay in delivery of the goods or any part thereof
190 occasioned by any Act of God, strike, lockout, riot or civil commotion, combination of workmen, breakdown of machinery, fire or any
191 cause comprehended in the term "force majeure". If delay in delivery is likely to occur for any of the above reasons, shall serve a notice
192 on Buyers within 7 consecutive days of the occurrence, or not less than 21 consecutive days before the commencement of the contract
193 period, whichever is later.
194
195 The notice shall state the reason(s) for the anticipated delay. If after serving such notice an extension to the delivery period is required,
196 then the Sellers shall serve a further notice not later than 2 business days after the last day of the contract period of delivery. If delivery
197 be delayed for more than 30 consecutive days, Buyers shall have the option of cancelling the delayed portion of the contract, such option
198 to be exercised by Buyers serving notice to be received by Sellers not later than the first business day after the additional 30 consecutive
199 days.
200
201 If Buyers do not exercise this option, such delayed portion shall be automatically extended for a further period of 30 consecutive days. If
202 delivery under this clause be prevented during the further 30 consecutive days extension, the contract shall be considered void. Buyers
203 shall have no claim against Sellers for delay or non-delivery under this clause, provided that Sellers shall have supplied to Buyers, if
204 required, satisfactory evidence justifying the delay or non-fulfilment.
38/3
205
206 18. DOCUMENTS BY-PASS (STRING):
207 (a) In case of resales in string any party involved may propose a documents bypass whereby the first or a subsequent seller is to present
208 documents at his own price directly to the last or a previous buyer.
209 (b) Such proposal is to be made in good time prior to commencement of loading of the nominated vessel and to contain names of sellers
210 and buyers in the string, their individual prices and the suggested settlement of price differentials.
211 (c) All parties in the string may in their own absolute discretion refuse or agree without prejudice to their rights and obligations under
212 their own contract, and the proposal will be declared in force only if all parties in the string have confirmed their agreement, otherwise it
213 will bee declared failed. Agreement by each party shall include their express acceptance of the Arbitration Clause and of the Insolvency
214 Clause. Either declaration, in force or failed, to be notified without delay to all parties involved by the party having made the original
215 proposal.
216 (d) If no such declaration is received by the time of the vessel has started to load, the first seller may withdraw his agreement and present
217 documents to his own buyer, or at his option charge interest at the rate stipulated in the Interest Clause for any time lost in presentation
218 of documents.
219 (e) When a string proposal is declared in force, each party shall be deemed to have entered into a contract with all other parties in the
220 string (who also are trading on the same terms), including express agreement by all parties to arbitration and to the application of the
221 Insolvency Clause. It shall also be deemed to have transferred automatically from the first to the last buyers the obligation to pay for the
222 goods and to cover insurance in accordance with the Insurance Clause. Likewise the acceptance of a string proposal by the parties other
223 than the first seller and the last buyers shall constitute their firm commitment to pay any price differentials and other monies due.
224 (f) Should the nominated vessel for a string already in force be substituted, totally or in part, the first seller is under no obligation to
225 commence loading the substitute vessel prior to the receipt of his own counterparty's agreement.
226 (g) Despite agreeing without prejudice to a document bypass proposal, all the parties' rights and obligations under their individual
227 contracts, save as amended by operation of the agreed bypass, shall remain fully in force. Prior to the presentation of documents to the
228 end buyer any party in the string may in the event in the unforeseen and serious circumstances, including the insolvency or threatened
229 insolvency of any party in the string, withdraw agreement giving immediate notice of such withdrawal to all other parties. The
230 documents shall then be presented through the string between individual counter-parties.
231 (h) To permit settlement of price differentials the end buyer in the string shall without delay confirm receipt of shipping documents and
232 the exact quality shipped to all parties involved, and price differentials as agreed shall then be paid within 48 hours from receipt of the
233 relevant debit note. Carrying charges and/or quality allowances, if due shall be settled between individual counter-parties. Interest shall
234 be charged in the event of late payment of any invoice or debit note.
235 (i) All Sellers and Buyers under contracts containing the Documents By-Pass Clause shall be deemed to have entered into mutual
236 agreements with one another to the above effect, and to agree to submit to arbitration all questions and claims between them or any of
237 them in regard to the execution of this clause in accordance with the Arbitration Clause of this contract.
238
239 19. NOTICES- All notices required to be served on the parties pursuant to this contract shall be communicated rapidly in legible form.
240 Methods of rapid communication for the purposes of this clause are defined and mutually recognised as: - either telex, or letter if
241 delivered by hand on the date of writing, or telefax, or E-mail, or other electronic means, always subject to the proviso that if receipt of
242 any notice is contested, the burden of proof of transmission shall be on the sender who shall, in the case of a dispute, establish, to the
243 satisfaction of the arbitrator(s) or board of appeal appointed pursuant to the Arbitration Clause, that the notice was actually transmitted to
244 the addressee. In case of resales/repurchases all notices shall be served without delay by sellers on their respective buyers or vice versa,
245 and any notice received after 1600 hours on a business day shall be deemed to have been received on the business day following. A
246 notice to the Brokers or Agent shall be deemed a notice under this contract.
247
248 20. NON-BUSINESS DAYS- Saturdays, Sundays and the officially recognised and/or legal holidays of the respective countries and any
249 days, which GAFTA may declare as non-business days for specific purposes, shall be non-business days. Should the time limit for doing
250 any act or serving any notice expire on a non-business day, the time so limited shall be extended until the first business day thereafter.
251 The period of delivery shall not be affected by this clause.
252
253 21. DEFAULT- In default of fulfilment of contract by either party, the following provisions shall apply: -
254 (a) The party other than the defaulter shall, at their discretion have the right, after serving a notice on the defaulter, to sell or purchase, as
255 the case may be, against the defaulter, and such sale or purchase shall establish the default price.
256 (b) If either party be dissatisfied with such default price or if the right at (a) above is not exercised and damages cannot be mutually
257 agreed, then the assessment of damages shall be settled by arbitration.
258 (c) The damages payable shall be based on, but not limited to, the difference between the contract price and either the default price
259 established under (a) above or upon the actual or estimated value of the goods, on the date of default, established under (b) above.
260 (d) In all cases the damages shall, in addition, include any proven additional expenses which would directly and naturally result in the
261 ordinary course of events from the defaulter's breach of contract, but in no case shall damages include loss of profit on any sub-contracts
262 made by the party defaulted against or others unless the arbitrator(s) or board of appeal, having regard to special circumstances, shall in
263 his/their sole and absolute discretion think fit.
264 (e) Damages, if any, shall be computed on the quantity called for, but if no such quantity has been declared then on the mean contract
265 quantity and any option available to either party shall be deemed to have been exercised accordingly in favour of the mean contract
266 quantity.
267
268 22. CIRCLE- Where Sellers re-purchase from their Buyers or from any subsequent Buyer the same goods or part thereof, a circle shall
269 be considered to exist as regards the particular goods so re-purchased, and the provisions of the Default Clause shall not apply. (For
270 the purpose of this clause the same goods shall mean goods of the same description, from the same country of origin, of the same
271 quality, and, where applicable, of the same analysis warranty, for delivery from the same port(s) of loading during the same period of
272 delivery). Different currencies shall not invalidate the circle.
273 Subject to the terms of the Prohibition Clause in the contract, if the circle is established before the goods are delivered, or if the
274 goods are not delivered, invoices based on the mean contract quantity, or if the goods have been delivered invoices based on the
275 delivered quantity, shall be settled by all Buyers and their Sellers in the circle by payment by all Buyers to their Sellers of the excess
276 of the Sellers' invoice amount over the lowest invoice amount in the circle. Payment shall be due not later than 15 consecutive days

38/4
277 after the last date for delivery, or, should the circle not be ascertained before the expiry of this time, then payment shall be due not
278 later than 15 consecutive days after the circle is ascertained.
279 Where the circle includes contracts expressed in different currencies the lowest invoice amount shall be replaced by the market price
280 on the first day for contractual delivery and invoices shall be settled between each Buyer and his Seller in the circle by payment of
281 the differences between the market price and the relative contract price in the currency of the contract.
282 All Sellers and Buyers shall give every assistance to ascertain the circle and when a circle shall have been ascertained in accordance
283 with this clause same shall be binding on all parties to the circle. As between Buyers and Sellers in the circle, the non-presentation of
284 documents by Sellers to their Buyers shall not be considered a breach of contract.
285 Should any party in the circle prior to the due date of payment commit any act comprehended in the Insolvency Clause of this contract,
286 settlement by all parties in the circle shall be calculated at the closing out price as provided for in the Insolvency Clause, which shall be
287 taken as a basis for settlement, instead of the lowest invoice amount in the circle. In this event respective Buyers shall make payment to
288 their Sellers or respective Sellers shall make payment to their Buyers of the difference between the closing out price and the contract
289 price.
290
291 23. INSOLVENCY- If before the fulfilment of this contract, either party shall suspend payments, notify any of the creditors that he is
292 unable to meet debts or that he has suspended or that he is about to suspend payments of his debts, convene, call or hold a meeting of
293 creditors, propose a voluntary arrangement, have an administration order made, have a winding up order made, have a receiver or
294 manager appointed, convene, call or hold a meeting to go into liquidation (other than for re-construction or amalgamation) become
295 subject to an Interim Order under Section 252 of the Insolvency Act 1986, or have a Bankruptcy Petition presented against him (any of
296 which acts being hereinafter called an "Act of Insolvency") then the party committing such Act of Insolvency shall forthwith serve a
297 notice of the occurrence of such Act of Insolvency on the other party to the contract and upon proof (by either the other party to the
298 contract or the Receiver, Administrator, Liquidator or other person representing the party committing the Act of Insolvency) that such
299 notice was served within 2 business days of the occurrence of the Act of Insolvency, the contract shall be closed out at the market price
300 ruling on the business day following the serving of the notice. If such notice has not been served, then the other party, on learning of the
301 occurrence of the Act of Insolvency, shall have the option of declaring the contract closed out at either the market price on the first
302 business day after the date when such party first learnt of the occurrence of the Act of Insolvency or at the market price ruling on the first
303 business day after the date when the Act of Insolvency occurred.
304 In all cases the other party to the contract shall have the option of ascertaining the settlement price on the closing out of the contract by
305 re-purchase or re-sale, and the difference between the contract price and the re-purchase or re-sale price shall be the amount payable or
306 receivable under this contract.
307
308 24. DOMICILE-This contract shall be deemed to have been made in England and to be performed in England, notwithstanding any
309 contrary provision, and this contract shall be construed and take effect in accordance with the laws of England. Except for the
310 purpose of enforcing any award made in pursuance of the Arbitration Clause of this contract, the Courts of England shall have
311 exclusive jurisdiction to determine any application for ancillary relief, (save for obtaining security only for the claim or counter-
312 claim),the exercise of the powers of the Court in relation to the arbitration proceedings and any dispute other than a dispute which
313 shall fall within the jurisdiction of arbitrators or board of appeal of the Association pursuant to the Arbitration Clause of this
314 contract. For the purpose of any legal proceedings each party shall be deemed to be ordinarily resident or carrying on business at the
315 offices of The Grain and Feed Trade Association, England, (GAFTA), and any party residing or carrying on business in Scotland
316 shall be held to have prorogated jurisdiction against himself to the English Courts or if in Northern Ireland to have submitted to the
317 jurisdiction and to be bound by the decision of the English Courts. The service of proceedings upon any such party by leaving the
318 same at the offices of The Grain and Feed Trade Association, together with the posting of a copy of such proceedings to his address
319 outside England, shall be deemed good service, any rule of law or equity to the contrary notwithstanding.
320
321 25. ARBITRATION-
322 (a) Any and all disputes arising out of or under this contract or any claim regarding the interpretation or execution of this contract
323 shall be determined by arbitration in accordance with the GAFTA Arbitration Rules, No 125, in the edition current at the date of
324 this contract, such Rules are incorporated into and form part of this Contract and both parties hereto shall be deemed to be fully
325 cognisant of and to have expressly agreed to the application of such Rules.
326
327 (b) Neither party hereto, nor any persons claiming under either of them shall bring any action or other legal proceedings against the
328 other in respect of any such dispute, or claim until such dispute or claim shall first have been heard and determined by the
329 arbitrator(s) or a board of appeal, as the case may be, in accordance with the Arbitration Rules and it is expressly agreed and
330 declared that the obtaining of an award from the arbitrator(s) or board of appeal, as the case may be, shall be a condition precedent
331 to the right of either party hereto or of any persons claiming under either of them to bring any action or other legal proceedings
332 against the other of them in respect of any such dispute or claim.
333
334 (c) Nothing contained under this Arbitration Clause shall prevent the parties from seeking to obtain security in respect of their
335 claim or counterclaim via legal proceedings in any jurisdiction, provided such legal proceedings shall be limited to applying
336 for and/or obtaining security for a claim or counterclaim, it being understood and agreed that the substantive merits of any dispute
337 or claim shall be determined solely by arbitration in accordance with the GAFTA Arbitration Rules, No 125.
338
339 26. INTERNATIONAL CONVENTIONS-
340 The following shall not apply to this contract: -
341 (a) The Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on International Sales
342 Act 1967;
343 (b) The United Nations Convention on Contracts for the International Sale of Goods of 1980; and
344 (c) The United Nations Convention on Prescription (Limitation) in the International Sale of Goods of 1974 and the amending Protocol of
345 1980.
346 (d) Incoterms
347 (e) Unless the contract contains any statement expressly to the contrary, a person who is not a party to this contract has no
348 right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of it.

38/5
Sellers ..................................................................................................... Buyers ...........................................................................................................

Printed in England and issued by

GAFTA
(THE GRAIN AND FEED TRADE ASSOCIATION)
GAFTA HOUSE, 6 CHAPEL PLACE, RIVINGTON ST, LONDON EC2A 3SH

38/6