Contract Procedures and Terms
Negotiation Phase:
Objective: Establish the terms of engagement, set clear expectations, and identify any potential areas of customization.
Initial discussions to understand specific needs and requirements.
- Letter of Intent Presented by the Buyer
- Proof of Funds (BCL) Presented by the Buyer
Evaluation of feasibility, prices, and delivery timelines.
- Soft Corporate Offer Presented by the Seller
Addressing concerns and queries regarding the contract terms.
- Full Corporate Offer Presented by the Seller Covering Agreed Price, Destination, Incoterms, Quantities, and Processes.
Commitment Phase:
Objective: Solidify the terms discussed and enter into a formal agreement, ensuring both parties are aligned and committed.
Finalizing the contract with clearly defined terms, conditions, and deliverables
- The seller provides the buyer with a draft contract (SPA). The buyer reviews, makes required changes, and returns it. The seller then sends back the revised draft contract to the buyer.
- After agreement, the buyer signs the contract (SPA) and sends it back to the seller.
Ensuring all legal and regulatory compliances are met.
- The seller finalizes and signs the contract (SPA), then emails it to the buyer as the definitive agreement in PDF format, accompanied by a proforma invoice.
- Both buyer and seller submit a signed copy of the contract (SPA) to their respective banks.
Setting milestones, payment terms, and other contractual obligations.
- The buyer initiates an MT 799 at their bank, providing the Proof of Funds (POF), while the seller presents the Proof of Products (POP).
- The buyer will provide a draft of the Standby Letter of Credit (SBLC) for the seller's review and approval.
Crucial Point: Negotiations will not progress unless the buyer's bank issues an SBLC. The seller's bank must give its approval on the SBLC before trading can continue.
Execution Phase:
Objective: Deliver on the promises made, ensuring top-notch quality and adherence to timelines.
Active monitoring and management of the order or service.
- The seller initiates the logistics based on the outlined loading timeline.
Regular updates and communication to keep all stakeholders informed.
- After the buyer's bank receives the original shipping documents, the buyer directs their bank to transfer the corresponding payment to the seller's account. Payment for each vessel's load is made via immediate TT/WIRE bank transfers upon presentation of the complete set of original shipping documents.
Efficient problem-solving in case of unforeseen challenges or changes.
- If needed, the seller will provide the buyer with a Performance Bond, amounting to 2% of the confirmed financial guarantee received by the seller.
Final delivery and completion, followed by post-contract reviews and feedback.
- Loading of the shipment will commence 25 to 35 days after the seller's bank receives the SBLC from the buyer's bank.
- For each shipment, the seller will provide a set of documents: three originals and three non-negotiable copies. These documents should be emailed to either the buyer or the buyer's shipping agent.
Shipping Documents:
Objective: Following each shipment, the seller must supply a set of documents, comprising three original and three non-negotiable copies. This set should be electronically sent to the buyer, their shipping representative, and the associated banks.
Commercial Invoice
- Three original invoices, accompanied by three signed copies, referencing the contract number and directed to an address (to be provided later).
Bills of Lading (B/L)
- Provide three originals along with three copies. Ensure a complete set of clean, on-board bills, marked as 'Freight Pre-Paid', addressed to the buyer. The B/L should clearly outline vessel details, product location or identification, and container numbers if containerized.
Packaging List
- Submit three original versions along with three copies.
Certificate of Quality and Quantity
- Provide one original and three copies, certified by SGS at the departure port.
Clean-On-Board Certification
- Supply one original and three copies, authenticated by SGS at the originating port.
Certificate of Origin
- Present one original and three copies, issued by the government of the product's country of origin, inclusive of SIF numbers.
Packing Material Declaration Certificate
- Offer one original and three copies, confirming non-wooden packaging.
Brazilian Agriculture Certificate
- Submit one original and three copies, endorsed by an official from Brazil. The information should align with the Veterinary Health Certificate.
Export Declaration
- Provide one original and three copies, indicating export to the specified destination country.
Insurance Certificate
- Offer one original and three copies. The certificate should cover 110% of the invoice's total value. Any product damages incurred from the point of shipping document payment (at the cargo port) until unloading at the destination port (ASWP) will be covered by the insurance. The insurance, transferable from seller to buyer, is set at 110% of shipping/insurance value. It will be issued by entities akin to Lloyd's of London, encompassing all risks. As per the DAP provision in Incoterms 2020, product risk onboard the vessel shifts to the buyer upon payment.
Dioxin Certificate
- Provide one original and three copies.
Phytosanitary Certificate
- Furnish one original and three copies. This should also include a statement from the shipping company verifying that the vessel's age is no more than twenty (20) years and is registered with Lloyd's Registry.