Appendix 1.8 Sales Contract Sample

Appendix 1.8 – Sales Contract Sample

Contract Reference: #2163 Subject: Food Aid DR Congo Date: April 14, 2009

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CONTRACT FOR THE PURCHASE OF GOODS

REMINDER: THIS IS A SAMPLE. ALL SPECIFIC DETAILS SUCH AS COMMODITY TYPE AND SPECIFICATIONS MUST BE CHANGED TO MATCH YOUR INDIVIDUAL PROEJCT.

BETWEEN:

BUYER: Canadian Foodgrains Bank 400-393 Portage Ave P.O. Box 767 Winnipeg, Manitoba R3C 2L4 Canada Tel: (204)944-1993 Website: www.foodgrainsbank.ca and

SELLER: ABC Suppliers Harare, Zimbabwe Tel: 123 456 789 Email: [email protected]

We herewith confirm having purchased from you, on behalf of our partner, in Zimbabwe Meal, Beans, and Oil divided in the parcels as per below:

LOT COMMODITY COUNTRY OF QUANTITY PRICE / UNIT DESTINATION DELIVERY ORIGIN (USD) BEFORE/BETWEEN AA Maize RSA 250 MT $500/MT DDP Gutu 25 - 30th April 2009 AB Maize RSA 250 MT $500/MT DDP Bulawayo 25 - 30th April 2009 AC Maize RSA 250 MT $500/MT DDP Gutu 25 – 30th June 2009 AD Maize RSA 250 MT $500/MT DDP Bulawayo 25 – 30th June 2009 BA Beans Uganda 50 MT $1,050/MT DDP Gutu 25 - 30th April 2009 BB Beans Uganda 50 MT $1,050/MT DDP Bulawayo 25 - 30th April 2009 BC Beans Uganda 50 MT $1,050/MT DDP Gutu 25 – 30th June 2009 BD Beans Uganda 50 MT $1,050/MT DDP Bulawayo 25 – 30th June 2009 CA Oil Zimbabwe 15,000 $2.50/ltr DDP Gutu 25 - 30th April 2009 ltr CB Oil Zimbabwe 15,000 $2.50/ltr DDP Bulawayo 25 - 30th April 2009 ltr CC Oil Zimbabwe 15,000 ltr $2.50/ltr DDP Gutu 25 – 30th June 2009 CD Oil Zimbabwe 15,000 ltr $2.50/ltr DDP Bulawayo 25 – 30th June 2009

Total Contract Value: USD $ 1,290,000

1. Specifications & Packaging Requirements:

1 Appendix 1.8 – Sales Contract Sample

LOT A Specifications for White Maize: The Cartagena Protocol (Bio safety Protocol, additional to the Convention of Biodiversity) requires that exporters /producers indicate whether the food items may contain GMOs (Genetically Modified Organisms) or not. If supplied in grains, the product MUST NOT contain GMOs and certification is required in conformity with the rules and regulations as set by the Government of Zimbabwe. . Origin To be indicated in the offer . Grade #2 or better . Protein 11.0% min . Moisture 12.5% max . Broken maize 3.0% max . Shrivelled maize 1.0% max . Weevil damaged maize 1.0% max . Other coloured maize 2.0% max . Extraneous matter & trash 1.0% max . Rotten/mouldy maize 1.0% max . Germinated maize None . Total Defective maize 5.0% max . Contamination None . Live insects Free . Dead insects 10/kg max . Aflatoxin total 20 ppb max . Dockage Commercially Clean – LOCAL Ministry of Agriculture Standards . Intended Use Human consumption at point of final delivery

Packaging for White Maize: . Bags New woven polypropylene (PP) bags . Size of 50 kg content each . Weight min 85 g/m2 . PP bags special “food grade” UV-treated . Artwork as per CFGB standards attached An additional of 2% empty bags to be delivered at no extra costs.

LOT B Specifications for Edible Beans: . Origin To be indicated in the offer . Moisture 14.0% max . Foreign Matter 1.0% max . Other varieties 2.0% max . Split or Broken 2.0% max . Weevil/Holed Grains 2.0% max . Live insects Free . Dead insects 2/kg max . Discoloured beans 3.0% max . Total defective beans 9.0% max

. Hydrocyanic acid 20mg/kg max (before cooking) . Salmonella absent on 25g sample . Aflatoxin 4 mcg/kg . Ochratoxin 5 mcg/kg . Cooking time after soaking for 24 hours; 45 minutes average (max 90 minutes) . Intended use Human consumption at point of final delivery

Packaging for Edible Beans: . Bags New sacs made of polypropylene (PP) Fit for export and multiple handling . Size bags of 20 kg content each . Weight min 85 g.m2 . PP bags Special “food grade” UV-treated . Stitching double stitching at the opening . Language French . Artwork as per CFGB standards attached An additional of 2% empty bags to be delivered at no extra costs

LOT C Specifications for Edible Vegetable Oil: Product must be free from abnormal flavour and odour and living insects/pests. . Origin To be indicated in the offer . Appearance at ambient temp Clear and shining . Water and volatile matter 0.2% max . Insoluble impurities 0.05% max . Free Fatty Acids 0.15% max, expressed as oleic acid . Soap 0.005% . Peroxide value 1 milli equiv/kg max . Specific weight 0.919 – 0.925 g/cm³ . Refractive index (at 40°C) 1.466 – 1.47 . Iodine value (MIJS) 58 – 140 g/100g . Lead content 2 ppm max . Colour (Lovibond) 5¼” (red/yellow) max 3.0/30 . Refractive density (water at 27°C) 0.910 – 0.950 . Vitamin A fortification 6,000 I.U./kg . Authorized additives max 75 mg of buyylated hydroxytoluene (BHT-E- 321)/kg of oil . Intended use Human consumption at point of final delivery . Shelf life 1 year at date of delivery

Packaging for Oil: . Jugs clean, new plastic bottle made of high- density polyethylene, hermetically sealed, HDPE to be UV-stabilized

. Size 5 litre plastic bottles . Cartons bottles to be packed in cartons containing 4 x 5 litre bottles . Language English . Markings on the cartons As per CFGB standards on jugs and on cartons . Markings to include Date of Manufacturing / Expiry date

2. Inspection

2.1 An inspection company nominated by CFGB will inspect each tranche on quality at supplier’s warehouse. 2.2 Any additional inspection should be accounted to the supplier. 2.3 In case goods are rejected, sellers will contractually be obliged to pay already incurred fees for rejected goods.

3. Payment Terms

3.1 In full within 30 days, against delivery of all required documentation Documents:

. 2 Commercial invoices; inclusive bank account details . Pro-forma invoice addressed to consignee . Phytosanitary certificate . Fumigation certificate –dated no later than 15 days prior to delivery- specifying place, date, type of product, used, dosage, and time of exposure . Non-GMO certificate for maize issued by a competent authority and recognized by the government of Zimbabwe . Certificate of Origin – (template will be provided) . Cargo report status on a weekly basis to the buyer . Cargo Receipt Certificate, stamped and signed for receipt by consignee and surveyor . All documents to be supplied by seller and, if necessary, legalised, inclusive invoice . All documents need to show “Humanitarian Aid Shipment”.

3.3 Allowance for late delivery and/or deductions for quality/quantity deviations shall be deducted from your invoice before accounts are settled.

4. Performance Bond

4.1 The selected supplier(s) will be requested to provide CFGB with a performance bond equal to 6% of the contract value.

4.2 In the event that a valid reason for not being able to produce a performance bond is provided, 6% of the contract value will be deducted from the first invoice. This money will be paid at the completion of the contract.

5. Termination

5.1 Either party has the right to terminate the contract by providing one week’s (7 days) notice in writing in the event that agreed terms are violated.

6. Force Majeure

6.1 Sellers shall not be held responsible in any way for partial or complete non-delivery arising from circumstances falling under accepted definitions of Force Majeure e.g. strikes, riots, lockouts, civil commotion, Act of God, and including export bans if any, imposed by the exporting countries as described under the heading “origin” above.

7. Governing Law and Disputes

7.1 This Agreement shall be governed by and interpreted according to the laws of Zimbabwe 7.2 Any dispute arising out of, or in connection with, the present Agreement, including any questions regarding its existence, validity, or termination, may, if possible, be referred to and finally resolved by arbitration in accordance with the arbitration laws of the land with the following provisions: . The arbitration shall be held in Harare, Zimbabwe; . As soon as is reasonably practicable in the circumstances and with a view to it being completed within 21 business days after it is demanded; . With only the legal and other representatives of the parties to the dispute present thereat 7.3 The arbitrator shall be, if the matter in dispute is principally: . A legal matter, a practicing attorney of Zimbabwe, of at least 10 years standing; . An accounting matter, a practising chartered accountant of Zimbabwe, of at least 10 years standing

Canadian Foodgrains Bank ABC Suppliers

Signature Signature

Printed Name Printed Name

Title Title

DATE: DATE: ______