FEDERATION OF OILS, SEEDS AND FATS ASSOCIATIONS LIMITED

FOSFA INTERNATIONAL

ISSUED IN CONJUNCTION WITH THE MALAYSIAN PALM OIL ASSOCIATION (MPOA)

Revised and Effective

from 1st September 2008
CONTRACT FOR CRUDE UNBLEACHED PALM OIL IN BULK
CIF DELIVERED WEIGHTS
80
Reference Nos
SELLERS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....................

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BUYERS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....................
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BROKERS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....................
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Date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*An asterisk denotes alternative wording, and should be matter of agreement between the parties.
Sellers have agreed to sell and Buyers have agreed to buy . . . . . . . . . . . . . . . . . . . . . . . say . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . metric tons 1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . origin 2
at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . say . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . per metric ton 3

net delivered weight, cost insurance and freight to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

as per Bill/s of Lading dated or to be dated during . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Payment in . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . as per Payment Clause 7
SPECIAL CONDITIONS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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1. TOLERANCE: Sellers have the option of shipping 5% more or less of the mean contract quantity. In the event of more than one shipment being made each 12
shipment is to be considered as a separate contract but the tolerance on the mean contract quantity is not to be affected thereby. 13

2. QUALITY AND SPECIFICATIONS: Minimum flash point of 250ºF (121ºC). 14

Free Fatty Acid shall be expressed as Palmitic Acid with a molecular weight of 256. 15

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On shipment: FFA maximum . . . . . . . . . . . . . . . . . . . . . . . . . . . % 18

At time and place of shipment the oil shall be of good merchantable quality of the agreed description and specifications. 19
If the oil is shipped in more than one tank of the same ship, the analysis details of the oil in each separate tank shall conform to the above. 20

At discharge: FFA basis . . . . . . . . . . . . . . . . . . . . . . . . . . . % 21

Each per cent FFA over the agreed basis shall be credited to Buyers and each per cent FFA below that basis shall be paid for by Buyers at the rate of 1% of the 22
contract price; fractions in proportion. 23
Moisture and impurities: basis pure. 24
Each per cent moisture and impurities shall be credited to Buyers at the rate of 1% of the contract price; fractions in proportion. 25
Should the oil on arrival not prove equal to the above, or should the oil contain sea water or other admixture, this contract not to be void, but the oil is to be taken 26
with an allowance to be agreed upon or fixed by arbitration, provided always that the oil shipped shall conform to the above. 27

3. DECLARATION OF DESTINATION: The goods are sold for shipment to. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

but Buyers have the option to declare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

as the port/s of destination with a minimum of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . metric tons to any one port. To exercise this option Buyers shall declare 30

the port/s of destination to Sellers by any means of rapid written communication, not later than 16.00 hours on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
The Notices Clause and the Non-Business Days Clause shall not apply to such declaration. 32

4. SHIPMENT AND CLASSIFICATION: Shipment in good condition in ship/s which comply with the FOSFA Qualifications and Operational 33
Procedures for Ships Engaged in the Carriage of Oils and Fats in Bulk for Edible and Oleo-chemical Use in force at the date of the Bill of 34
Lading. 35
The oil is to be shipped on a ship which, after loading in one or more origin ports, will proceed directly or indirectly on a geographically normal route from the 36
port/s of shipment to the port/s of destination. 37
For the purposes of this contract the words 'ship' or 'ships' shall mean any full-powered engine-driven ship. 38
Transhipment shall only be allowed under a through Bill of Lading and shall be restricted to the area of origin and/or customary transhipment ports in the area of 39
destination for the goods specified in the contract, provided that transhipment at origin is completed within the original contract shipment period and/or agreed 40
extension period. 41
In case of transhipment at origin, Shipping documents shall include FOSFA Certificate of Compliance, Cleanliness and Suitability of Ship's Tank and a FOSFA 42
Combined Masters Certificate in respect of the ocean carrier. In the event of such transhipment at origin the Declaration of shipment shall include the name of the 43
ocean carrier and transhipment location. Nothing in this clause shall affect the Master's rights or ships obligations under Maritime Law. 44

5. INSURANCE: Insurance in accordance with the Institute/FOSFA Trades Clauses (A) and the Institute War and Strikes Clauses (FOSFA Trades) - including 45
risk of contamination irrespective of percentage on each tank or on the whole - to be effected at Sellers' option with first class underwriters and/or companies who 46
are domiciled in the UK or for the purpose of any legal proceedings accept a British domicile and provide an address for service of process in London but for whose 47
solvency the Sellers shall not be responsible. Claims to be payable in the currency of the contract. Policies and/or Certificates and/or Letters of Insurance required 48
under this contract shall be for not less than 5% over the invoice amount including freight. 49
Buyers shall accept insurance including Exclusion Clauses on the FOSFA Insurance Exclusion Clause List. 50
In the event that Buyers receive an allowance under the Quality and Specifications Clause, Buyers to return the insurance policy to Sellers in order that they make 51
any recovery thereunder. Any benefit under the insurance in respect of loss in weight shall be for Sellers' account. 52
6. WAR RISKS INSURANCE: War risks insurance shall be effected on the terms and conditions in force and approved at the time of shipment by the Institute 53
of London Underwriters (Institute War Clauses [FOSFA Trades]). Any expense for covering war risk insurance in excess of ½ % shall be for account of Buyers. 54
The rate of such insurance shall not exceed the rate ruling in London at the time of shipment or date of ship's sailing whichever may be adopted by underwriter. 55
Notice of extra expense to be borne by Buyers shall be given by Sellers at the time of declaration under this contract or not later than 3 business days after the rate 56
has been agreed with underwriters whichever is the later. Failure to give such notice shall invalidate the Seller's claim unless in the opinion of arbitrators the delay 57
is justifiable. 58
7. DECLARATION OF SHIPMENT: Notice stating ship's name, date of Bill/s of Lading and approximate quantity shipped shall be despatched by first Sellers 59
to their Buyers not later than 10 days after the date of the Bill/s of Lading. Notices by intermediate Sellers shall be accepted by their Buyers although received by 60
them after such time, if from the 10th day after the date of the Bill/s of Lading such notices have been passed on with due despatch. The date of the "on board" 61
Bill/s of Lading shall be considered proof of the date of shipment in the absence of conclusive evidence to the contrary. 62
Notices shall be deemed to be under reserve for errors and/or delays in transmission. Any slight variation in the ship's name shall not invalidate the declaration. A 63
valid declaration cannot be withdrawn except with the Buyers' consent. Should the ship arrive before a declaration of shipment has been made and extra expenses 64
be incurred, such expenses are to be paid by Sellers. 65
Should extra lighterage expenses be incurred owing to Sellers tendering less then 50 tons for a contract of a greater quantity, the extra costs to be borne by Buyers 66
and Sellers equally. 67
The provisions of this clause to be inoperative if the goods have been sold afloat. 68
Presentation of documents does not constitute a notice under the terms of this clause. 69
8. SUPERINTENDENTS: Reference in the contract to superintendents, surveyors or representatives shall mean member superintendents of FOSFA International. 70
The use of member superintendents shall be mandatory except where:- 71
(i) the contract or national laws or regulations require the use of governmental or other agencies not recognised by FOSFA International; 72
(ii) no member superintendent/s is/are available or proximate to the port/s concerned. 73
9. ANALYSTS: Reference in the contract to analysts shall mean analysts who are members of FOSFA International and represented in the Oils and Fats 74
Section. 75
The use of member analysts shall be mandatory except where the contract or regulations require the use of Governmental or other analysts. 76
10. PAYMENT AND SHIPPING DOCUMENTS: Payment shall be made by Buyers in the above-named place for ………% of invoice amount by cash against 77
complete set of shipping documents - 78
*(a) on presentation; 79
*(b) on or (at Buyers' option) before arrival of the ship at the port of destination but not later than ……… days from the date of the Bill of Lading, 80
whichever is the earlier, unless documents are presented thereafter. If Buyers elect to call for documents before arrival of ship, then payment shall 81
be made against documents as soon as presented; 82
*(c)…………………………………………………………………………………………………………………………………………………………… 83
………………………………………………………………………………………………………………………………………………………………… 84
………………………………………………………………………………………………………………………………………………………………… 85

………………………………………………………………………………………………………………………………………………………………… 86
If Sellers choose to present documents to Buyers through the intermediary of a bank/s all bank charges incurred including those raised by Buyers bank shall be for 87
Sellers' account unless Buyers demand presentation through a bank of their choice in which case those bank charges shall be for Buyers account. Any charges for 88
telegraphic remittance of funds to Sellers shall be for Buyers account. 89
The shipping documents shall consist of - 90
(1) Commercial invoice; 91
(2) Full set of clean "on board" Bill/s of Lading and/or Ship's Delivery Order/s and/or other Delivery Order/s in negotiable and transferable form, such other 92
Delivery Order/s guaranteed by a recognised bank if required by Buyers; 93
(i) In the absence of evidence that the Freight has been paid the amount of freight shall be deducted from the provisional invoice and paid by Buyers on 94
Sellers' behalf. Buyers to send copy of the freight note to Sellers for final invoicing purposes. If freight is to be paid in a currency other than the currency 95
of this contract, the conversion in the final invoice shall be made at the rate of exchange on the day of actual freight payment; 96
(ii) If the Bill/s of Lading refer/s to a Charter Party and/or any other documents relating to the freight booking, Sellers shall be responsible for any 97
detrimental consequences from clauses of such documents being contrary to the terms of this contract. If such Bill/s of Lading is/are signed by parties 98
other than the Master then the Bill/s of Lading shall be accompanied by photostat copy of written authority from shipowner or Master authorising the 99
signatory to the Bill/s of Lading; 100
(iii) The Bill/s of Lading must identify the ship's tank/s into which the oil is loaded but should the oil be commingled with other parcels the Bill/s of Lading 101
must indicate the total commingled quantity; 102
(iv) Delivery Order/s shall be accompanied by non-negotiable or photostat copy of the relative Bill/s of Lading if required by Buyers. 103
(3) Policy/ies and/or Insurance Certificate/s and/or Letter/s of Insurance in the currency of the contract and identifying the parcel insured. Letter/s of Insurance shall 104
specify the insurance company/ies and/or underwriter/s and policy number/s and shall be guaranteed by a recognised bank if required by Buyers. After payment 105
Letter/s of Insurance shall be substituted by policy/ies and/or certificate/s on request; 106
(4) FOSFA Certificate of Compliance, Cleanliness and Suitability of Ship's Tank from superintendents in the form in force at the date of the Bill/s 107
of Lading; 108
(5) Certificate of Analysis, based on independently sealed samples taken from the relevant ship's tank/s at time of loading, and issued by an independent certified 109
analyst; 110
(6) A Certificate of Origin and/or other documents as per the Duties, Taxes, Etc Clause of the contract where applicable; 111
(7) A FOSFA Combined Master's Certificate in the form in force at the date of the Bill/s of Lading; 112
(8) A copy of the notice to the Master instructing him to follow the FOSFA Heating Instructions, and 113
(9) Certificate/s from superintendents certifying: 114
(a) the shipped weight ascertained at port of loading and specifying at what point the weight was ascertained; 115
(b) particulars of the time and place of loading, sampling and establishment of shipped weight; 116
(c) that pre-shipment and contractual loading samples were drawn in accordance with the Sampling and Analysis Clause and quoting details of the seals 117
applied. 118
In relation to items (4) and (7), the immediate previous cargo in the tank/s receiving the oils or fats shall not have been a product appearing on the FOSFA List of 119
Banned Immediate Previous Cargoes in force at the date of the Bill/s of Lading. The Restrictions beyond the Immediate Previous Cargo on the FOSFA List of 120
Banned Immediate Previous Cargoes shall appply. 121
Buyers are to accept photostat or certified copy/ies of items (4), (5), (7) and (9) relating to the whole parcel/s. 122
Buyers agree to accept Bill/s of Lading containing the Chamber of Shipping War Risk Clause and/or any other recognised War Risk Clause. 123
Should documents be presented with incomplete set/s of Bill/s of Lading, payment shall be made provided that delivery of such Bill/s of Lading be guaranteed, 124
such guarantee to be signed, if required by Buyers, by a first class bank. Acceptance of this guarantee shall not prejudice Buyers' rights under this contract. 125
Should Sellers have failed to present shipping documents on arrival of the ship at destination, Buyers shall take delivery under a guarantee acceptable to the 126
shipowners to be provided by the Buyers, such guarantee to be signed by a first class bank if required by shipowners. Buyers shall pay for the documents when 127
presented. Any reasonable extra expenses, including costs of such guarantee or extra handling charges incurred by reason of the failure of Sellers to provide such 128
documents, shall be borne by Sellers and allowed for in the final invoice. In the event that Buyers take delivery as above and Sellers fail to provide shipping 129
documents and if the guarantee provided by Buyers as above is encashed by the shipowners, Sellers shall be responsible for all damages, costs and consequences 130
arising from their failure to present documents. Buyers shall inform Sellers immediately there is a claim against the guarantee and Sellers shall have right to be 131
joined in any legal action arising therefrom. 132
Payment shall not be deemed to have been effected before receipt of cleared funds by the payee or his bank. If payment is agreed to be by bank transfer, the party 133
shall effect payment to the payee's bank on or before the due date for payment and payment instructions shall specify a value date not later than the second bank 134
working day after the day of payment. 135
Any monies due by either party to the contract to the other for final invoices and/or accounts for items on shipments fulfilling this contract shall be settled by either 136
party not later than 21 days from the date of the invoice, (except as otherwise provided under awards of arbitration or appeal as governed by the other provisions 137
in the contract), and if not settled a dispute shall be deemed to have arisen which may be referred to arbitration. 138
11. INTEREST: If any payment is not made on or before the due date for payment, interest shall be payable. 139
If there is no due date for payment, interest shall be payable if there has been unreasonable delay in payment. Interest payable shall be appropriate to the currency 140
involved. If the amount of interest is not mutually agreed, a dispute shall be deemed to exist which shall be settled by arbitration in accordance with the Arbitration 141
Clause. 142
Nothing in this clause shall affect a party's rights to invoke the provisions of the Default Clause in a case where a failure to effect timely payment could give rise 143
to a claim under that clause. 144
12. CHARTER PARTY: If the Bill/s of Lading refer/s to a Charter Party, then, if required by Buyers, Sellers shall provide a copy of the Charter Party. 145
13. UNASCERTAINED GOODS: In every instance where a parcel of goods paid for under this contract forms an unidentified part of a larger identified 146
quantity of goods of the same description, whether in packages or in bulk, no separation or distinction shall be necessary and, until separation and identification 147
of the parcel paid for hereby from the larger quantity has taken place the Buyer of the parcel is a pro rata owner of the whole of the larger quantity in common 148
with Seller/s and Buyer/s of other parts of the larger quantity. 149
14. DISCHARGE: The oil shall be discharged at the port of destination at a berth suitable for the discharge of oils or, if practicable and mutually agreed, and 150
provided the ship is willing to and can safely berth, at Buyers' own or appointed premises within harbour limits. Buyers shall take delivery with customary quick 151
despatch after notice of readiness has been given by the shipowner or representative/s in accordance with the Bill/s of Lading, Charter Party or Contract of 152
Affreightment. Otherwise Buyers to be liable to pay demurrage at the rate stipulated in the Charter Party or Contract of Affreightment. 153
Sellers are responsible for all expenses for pumping out, for connecting to ship's outlet/s and for sweepings and/or puddling, but discharging expenses arising after 154
the oil has passed the ship's rail shall be for Buyers' account. Any loose collected remaining in the ship's tank/s to be discharged by the Sellers and delivered to 155
the Buyers at the discharging berth in packages to be provided by the Buyers. 156
If the packages are supplied by the Buyers but the residue is not delivered, such residue or unpumpable oil shall not be included in the delivered weight. 157

15. WEIGHTS: At loading: The shipping weight shall be ascertained by a Superintendent appointed by Sellers at their expense by gauging either in 158
officially calibrated land tank/s or tank barge/s from which the oil is delivered or by delivery via certified weigh scales, or from tank cars which, if not calibrated, 159
shall be weighed before and after loading by single weighing only (front and back axle weighing not allowed). If none of these is possible then the shipping weight 160
to be ascertained by the most practicable alternative means. 161
At discharge: Buyers' superintendents shall ascertain the weight at Buyers' expense conjointly with Sellers' superintendents, if in attendance, by gauging either in 162
officially calibrated tank/s or tank barge/s in which the oil is received or by overside delivery to certified weigh scales, or in rail/road tank cars which, if not 163
calibrated, shall be weighed before and after loading by single weighing only (front and back axle weighing not allowed). If none of these methods is possible 164
then the discharged weight to be ascertained by the most practicable alternative means. In the event of disagreement between Buyers' and Sellers' superintendents 165
on the question of mass per volume (litre weight in air), sealed samples shall be submitted to an analyst whose decision shall be final. 166
If establishment of weights is not completed within 5 working days after discharge Sellers may submit an interim invoice which shall become due and payable 167
based on Bill of Lading weights. Weights shall then be established as soon as it is deemed practicable by the superintendents representing the parties and a final 168
invoice shall be issued accordingly. 169
16. ADJUSTMENT OF OUTTURN: Any excess over or deficit under the mean contract quantity arrived at without taking into consideration the margin of 170
5% more or less, and the quantity delivered, is to be settled up to and including the first 2% variation from contract quantity at contract price and the variation 171
above 2% of the contract quantity at the price fixed by the appropriate Price Settlement Committee appointed and published by the Federation, or, if no price is 172
fixed by the Price Settlement Committee then at the market price to be mutually agreed or fixed by arbitration for the day of arrival of the last ship to arrive at the 173
berth/place where the contracted goods are to be discharged at the port of destination. 174
17. COMMINGLING: Sellers may load the oil commingled with other parcel/s provided that: 175
(a) the oil is of the same description, origin, grade and contractual quality specifications; and 176
(b) the oil emanates from the same shipper (which in this contract shall be deemed to mean the party responsible for freight). 177
The provisions of paragraphs (a) and (b) shall not apply where the oil is sold for shipment to optional ports and the final destination/s is/are not declared to Sellers 178
within one month prior to the commencement of the shipment period. 179

18. SAMPLING AND ANALYSIS: General: Sampling shall be done in accordance with the method in ISO 5555. Should either party fail to appoint a 180
superintendent then the samples drawn by the superintendent present shall be the valid samples for the purposes of analysis and/or arbitration. The analyses shall 181
be carried out in accordance with the methods laid down in the FOSFA International Standard Contractual Methods List. 182
The certificate/s shall bear the FOSFA International official seal. 183
Details of seals and labels shall be given on both loading and discharge survey reports and analysis certificate/s. 184
All samples drawn under the terms of this contract when delivered to FOSFA International or to the analyst/s to become and be their absolute property. 185
Pre-shipment Samples: To ensure samples are available in the event of a contamination claim not less than 5 pre-shipment samples of the oil loaded shall be 186
taken at the ship's rail or the nearest practicable point prior to loading. These samples are to remain sealed with Sellers' superintendents at origin but be available 187
on demand to any receiver in the event of a contamination claim. 188
Samples to be kept for 3 months from date of Bill of Lading. 189
At loading: Not less than 5 samples representative of the oil to be drawn from each ship's tank/s and sealed by superintendent for analysis. Two sets of these 190
samples shall be handed to the Master with instructions to hand over to the receivers at port of discharge or their superintendents. Tests to be made from a set of 191
samples by an analyst in the country of shipment, who shall issue the appropriate certificate. The remaining sets of samples to be retained by the superintendent at 192
the port of loading. 193
At discharge: Buyers' and Sellers' superintendents shall conjointly draw 5 representative samples during discharge at the ship's rail or the nearest practicable 194
point thereafter. These to be conjointly sealed for analysis and/or arbitration purposes. Any unpumpable and/or off-quality oil discharged and stored separately shall 195
be sampled and analysed separately. 196
Buyers or their superintendents shall retain 3 sealed samples and, if required shall send one sealed sample with due despatch for analysis to an analyst. The 197
remaining 2 sealed samples shall be retained by Sellers or their superintendents. If Buyers fail to send a sample for analysis Sellers have the right to submit a sample 198
and the results of this analysis shall stand as the first analysis. The analysis fee shall be equally divided between Sellers and Buyers. 199
Buyers and Sellers have the right to claim at their own expense a second and/or third analysis for any one or more individual specification. The party requesting 200
such analysis shall, within 5 business days after receipt of the preceding analysis, notify the other party, arrange for a sealed sample to be sent to another analyst, 201
and give the necessary instructions to the analyst. If 2 analyses are made the mean of the 2 results, and if 3 analyses are made, the mean of the 2 results closest to 202
each other, as the case may be, shall be binding and form the basis of final settlement. Where the results of the 3 analyses are such that the above formula does not 203
apply, the mean of the 3 shall be taken as final. 204
Parties shall pass on certificates of analysis with due despatch. 205
19. DUTIES, TAXES, ETC: All export duties, taxes, levies, etc., present or future in country of origin/port of shipment shall be for Sellers' account. All import 206
duties, taxes, levies, etc., present or future in port of discharge/country of destination shall be for Buyers' account. Where the goods are entitled to free entry into 207
or preferential duty in the port of destination named in this contract, Sellers shall furnish together with the shipping documents a Certificate of Origin and/or 208
necessary document/s in the form valid at the time of shipment, otherwise Sellers shall be responsible for any extra duty incurred by Buyers through the non- 209
production of such Certificate and/or document/s. At Buyers' request and cost, Sellers shall endeavour to supply any alternative or additional certificate of origin 210
and/or other documents but payment shall not be withheld for any delay incurred in complying with such request. 211
20. NOTICES: Notices to be despatched by any means of rapid written communication. All notices shall be under reserve for errors in transmission. Notices 212
shall be passed on with due despatch by intermediate Buyers and Sellers. Any notices received after 16.00 hours on a business day shall be deemed to have been 213
received on the following business day. Notice from a broker shall be a valid notice under this contract. 214
21. NON-BUSINESS DAYS: Should the time limit for doing any act or giving any notice expire on a Saturday, Sunday or any public holiday in the country 215
where the party required to do the act or give the notice resides or carries on business or in the country where the act has to be done or the notice has to be received 216
or on any day which the Federation shall declare to be a non-business day the time so limited shall be extended until the first business day thereafter. All business 217
days shall be deemed to end at 16.00 hours Mondays to Fridays inclusive. The contract shipment period not to be affected by this clause. 218
22. ODD DAYS: In any month containing an odd number of days the middle day shall be reckoned as belonging to both halves of the month. 219

23. FORCE MAJEURE: Should shipment of the goods or any part thereof be prevented at any time during the last 30 days of the contract shipment period by 220
reason of Act of God, strikes, lockouts, riots, civil commotions, fires or any other cause comprehended by the term Force Majeure at port/s of loading or elsewhere 221
preventing transport of the goods to such port/s, the time allowed for shipment shall be extended to 30 days beyond the termination of such cause, but should the 222
contract shipment period be less then 30 days such extension shall be limited to the number of days allowed for shipment under the contract shipment period. 223
Should such cause exist for a period of 60 days beyond the contract shipment period the contract or any unfulfilled part thereof so affected shall be cancelled. 224
Sellers invoking this clause shall notify Buyers with due despatch. 225
When goods of a specific origin are sold with the option of shipment from alternative ports and shipment from all alternative ports is not prevented Sellers may 226
only invoke this clause with regard to the specific port/s provided that the port/s has/have been notified to Buyers as the intended port/s of loading prior to or within 227
7 days of the occurrence but if the occurrence commences within the last 7 days of the contract shipment period the port/s of loading to be notified not later than 228
the first business day following the contract shipment period. Shipment after the contract shipment period shall be limited to the port/s so nominated. Buyers have 229
no claim against Sellers for delay in shipment or cancellation under this clause provided that Sellers shall have supplied to their Buyers, if required, satisfactory 230
evidence justifying delay or non-fulfilment to establish any claim for extension or cancellation under this clause. 231
In case of default after extension the default date shall be similarly deferred. 232
24. PROHIBITION: In the event, during the contract shipment period, of prohibition of export or any other executive or legislative act by or on behalf of the 233
Government of the country or origin or of the territory where the port/s of shipment named herein is/are situate, or of blockade or hostilities, restricting export, whether 234
partially or otherwise, any such restriction shall be deemed by both parties to apply to this contract and to the extent of such total or partial restriction to prevent 235
fulfilment whether by shipment or by any other means whatsoever and to that extent this contract or any unfulfilled portion thereof shall be extended by 30 days. 236
In the event of shipment during the extended period still proving impossible by reason of any of the causes in this clause the contract or any unfulfilled part thereof 237
shall be cancelled. Sellers invoking this clause shall advise Buyers with due despatch. If required, Sellers must produce proof to justify their claim for extension 238
or cancellation under this clause. 239
25. BANKRUPTCY/INSOLVENCY: If before the fulfilment of this contract, either party shall suspend payment, notify any of his creditors that he is unable to 240
meet his debts or that he has suspended payment of his debts or that he is about to suspend payment of his debts, convene, call or hold a meeting of his creditors, 241
propose a voluntary arrangement, apply for an official moratorium, have an administration order made, have a winding up order made, have a receiver or manager 242
appointed, convene, call or hold a meeting to go into liquidation (other than for reconstruction or amalgamation), become subject to an Interim Order under Section 243
252 of the Insolvency Act 1986 or have a Bankruptcy Petition presented against him the contract shall forthwith be closed, either at the actual or estimated market 244
price then current for similar goods or, at the option of the other party at a price to be ascertained by re-purchase or re-sale and the difference between the contract 245
price and such closing-out price shall be the amount which the other party shall be entitled to claim or shall be liable to account for under this contract. Should 246
either party be dissatisfied with the price ascertained by re-purchase or re-sale then the matter shall be referred to arbitration. If no re-purchase or re-sale takes 247
place, and if the parties cannot agree to a closing-out price, then on application of either party, the closing-out price shall be fixed by a sole arbitrator appointed by 248
the Federation subject to the right of appeal under the Federation's Rules of Arbitration and Appeal. 249

26. CIRCLE: Where a Sellers repurchases from his Buyer, or from any subsequent Buyer, the same goods or part thereof, a circle shall be considered to exist as 250
regards the particular goods so repurchased, and the provisions of the Default Clause shall not apply. (For the purpose of this clause, the same goods shall mean 251
goods of the same description, of the same country of origin, of the same quality and, where applicable of the same analysis warranty, for shipment to the same 252
port/s of destination during the same period of shipment.) Different currencies shall not invalidate the circle. If the goods are not declared or, having been declared, 253
documents are not presented as a result of a circle having been established, invoices based on the mean contract quantity shall be settled between each Buyer and 254
his Sellers in the circle by payment by each Buyer to his Seller of the excess of the Seller's invoice amount over the lowest invoice amount in the circle. Where 255
the circle includes contract/s expressed in different currencies, the lowest invoice amount shall be replaced by the market price on the first business day for 256
contractual shipment and invoices shall be settled between each Buyer and his Seller in the circle by payment of the difference between the market price and the 257
relevant contract price in the currency of the contract. Failing amicable agreement the market price shall be that declared by a Price Settlement Committee of the 258
Federation appointed for that purpose on application of either party. 259
Such settlement shall be due for payment not later than 15 consecutive days after the last day for declaration or, should the circle not be established before the 260
expiry of this time, then settlement shall be due for payment not later than 7 days after the circle is established. No circle shall be considered to exist if its existence 261
is not established within 45 days after the last day of shipment. 262
All Sellers and Buyers shall give every assistance to the establishment of the circle and where a circle shall have been established same shall be binding on all 263
parties to the circle. Should any party in the circle commit prior to the due date for payment any act comprehended in the Bankruptcy/Insolvency Clause, the invoice 264
amount for the goods calculated at the closing-out price as provided for in the Bankruptcy/Insolvency Clause, shall be taken as the basis for settlement instead of 265
the lowest invoice amount in the circle, and in this event each Buyer shall make payment to his Seller or each Seller shall make payment to his Buyer of the 266
difference between the closing-out price and the contract price, as the case may be. 267
In the event of a claim under the Prohibition Clause or the Force Majeure Clause the date for settlement shall be deferred until the expiry of the extended shipment 268
period. Thereafter, if the contract is cancelled under the terms of the Prohibition Clause or the Force Majeure Clause, this clause is not applicable. 269
27. DEFAULT: In default of fulfilment of this contract by either party the other party at his discretion shall, after giving notice, have the right either to cancel 270
the contract, or the right to sell or purchase, as the case may be, against the defaulter who shall on demand make good the loss, if any, on such sale or purchase. If 271
the party liable to pay shall be dissatisfied with the price of such sale or purchase, or if neither of the above rights is exercised, the damages, if any, shall, failing 272
amicable settlement, be determined by arbitration. The damages awarded against the defaulter shall be limited to the difference between the contract price and the 273
actual or estimated market price on the day of default. Damages to be computed on the mean contract quantity. If the arbitrators consider the circumstances of the 274
default justify it they may, at their absolute discretion, award damages on a different quantity and/or award additional damages. 275
Prior to the last day for making a declaration of shipment a Seller may notify his Buyer of his inability to ship but the date of such notice shall not become the 276
default date without the agreement of the Buyer. If, for any other reason, either party fails to fulfil the contract and is declared to be in default by the other party 277
and default is either agreed between the parties or subsequently found by arbitrators to have occurred, then the day of the default shall, failing amicable settlement, 278
be decided by arbitration. 279
28. DOMICILE: This contract shall be deemed to have been made in England and the construction, validity and performance thereof shall be governed in all 280
respects by English law. Any dispute arising out of or in connection therewith shall be submitted to arbitration in accordance with the Rules of the Federation. The 281
serving of proceedings upon any party by sending same to their last known address together with leaving a copy of such proceedings at the offices of the Federation 282
shall be deemed good service, rule of law or equity to the contrary notwithstanding. 283
29. INTERNATIONAL CONVENTIONS: The following shall not apply to his contract:- 284
(a) the Uniform Law on Sales and the Uniform Law on Formation to which effect is given by the Uniform Laws on International Sales Act 1967; 285
(b) the United Nations Convention on Contracts for the International Sale of Goods of 1980; 286
(c) the United Nations Convention on the Limitation Period in the International Sale of Goods of 1974 and the amending Protocol of 1980. 287
30. ARBITRATION: Any dispute arising out of this contract, including any question of law arising in connection therewith, shall be referred to arbitration in 288
London (or elsewhere if so agreed) in accordance with the Rules of Arbitration and Appeal of the Federation of Oils, Seeds and Fats Associations Limited, in force 289
at the date of this contract and of which both parties hereto shall be deemed to be cognizant. 290
Neither party hereto nor any persons claiming under either of them, shall bring any action or other legal proceedings against the other of them in respect of any 291
such dispute until such dispute shall first have been heard and determined by the arbitrators, umpire or Board of Appeal (as the case may be), in accordance with 292
the Rules of Arbitration and Appeal of the Federation, and it is hereby expressly agreed and declared that the obtaining of an Award from arbitrators, umpire or 293
Board of Appeal (as the case may be), shall be a condition precedent to the right of either party hereto or of any person claiming under either of them to bring any 294
action or other legal proceedings against the other of them in respect of any such dispute. 295

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