_________________________________per ___________________________________ free on board buyer' s tonnage at______________________
If this contract is for a flat price, any variance in quantity from the mean contract quantity shall be settled basis the FOB market value (as defined in
paragraph (a) and (b) below).
If the contract price is to be established on an exchange of futures, futures shall be exchanged prior to delivery of the commodity or at least 5 calendar
days prior to the last trading day of the applicable futures month, whichever is earlier, to the nearest 5,000 bushels of the mean contract quantity. If
deliveries under this contract result in a variance from the mean contract quantity, there shall be another exchange of futures as soon as possible after
the last date of loading to bring the resulting amount of futures exchanged to the nearest 5,000 bushels of the quantity delivered. All exchanges of futures
shall be made within the range of prices prevailing on the futures market on the date of the exchange. The variance from the mean contract quantity shall
be settled basis the market value of the premium (as defined in paragraph (a) and (b) below).
(a) The FOB (flat price) market value, or the market value of the premium, as the case may be, shall be that prevailing on the close of the
appropriate market in the country of origin of the commodity on the last date of loading, if such be a business day, otherwise on the close of
such market on the previous business day.
(b) In the event the parties do not agree on the market value by the time the shipping documents are ready to be transmitted to buyer, seller shall
invoice the entire shipment provisionally at contract price. Thereafter, final invoice for the difference between contract price and market
value shall be presented as soon as possible and payment shall be made immediately.
*(a) Net cash by irrevocable divisible letters of credit issued or confirmed by a prime U.S. bank in New York (or _________________ by mutual
agreement), available by sight drafts accompanied by shipping documents per Clause 12 (or warehouse receipts if option (c) of Clause 18 is
exercised). Such letters of credit, in a form acceptable to seller, shall be established not later than 5 days prior to the beginning of the delivery
period, and shall be valid at least until the 30th day after expiration of the delivery period. Should delivery be delayed beyond the delivery
period, buyer, if requested by seller, shall amend letters of credit accordingly and buyer shall increase the amount of the letter of credit to
provide for carrying charges, if applicable. All bank charges shall be for buyer's account.
--or--
*(b) Net cash in U.S. Dollars, by telegraphic transfer to the bank designated by seller, against presentation of and in exchange for shipping
documents per Clause 12 (or warehouse receipts if option (c) of Clause 18 is exercised). Such presentation shall be made in the city
of_____________________________________________________________________________________________________________
All bank charges in connection with payment shall be for buyer's account.
--or--
*(c) _______________________________________________________________________________________________________________
*Delete paragraphs which are not applicable.
Payment to be made against bills of lading or mate's receipts (at seller's option), and weight and inspection certificates. However, if practicable, seller
shall follow instructions of buyer in establishing bills of lading containing such clauses as buyer's/vessel's agents or owners usually endorse or attach.
Buyer shall accept such bills of lading but seller assumes no responsibility for their correctness.
Notice of delivery stating vessel's name, dates of bills of lading (or mate's receipts), quantities and qualities loaded (including percentage of dockage if
applicable) shall be given or passed on by seller to buyer without undue delay. Notices of delivery shall be subject to correction of any errors.
Marine and war risk (plus strikes, riots, civil commotions and mine risk) insurance, covering seller's/buyer's interests as they may appear, is to be covered
by buyer with first-class approved companies and/or underwriters and to be confirmed by such companies and/or underwriters to seller at least 5 days
prior to the expected readiness of the vessel. If this confirmation is not received by seller by such time, seller may place such insurance for buyer's
account and at buyer's risk and expense.
All notices under this contract shall be given by letter, if delivered by hand on the day of writing, or by any other method of rapid written communication.
Any notice received after 1600 hours (local time at place of receipt) on a business day shall be deemed to have been received on the following business
day, except that for notices given and received by parties which are both located in the Continental United States and/or Canada, the reference herein to
1600 hours shall signify 1600 hours New York City time (E.S.T. or E.D.T., as in effect on date of receipt of the notice).
(a) For the purposes of this clause, a circle shall consist of a series of contracts in which each seller is also a buyer of a commodity of the same
description and quality, for delivery at the same ports and with compatible delivery periods.
(b) If this contract forms part of a circle, each party may agree with the other parties in the circle to forego actual delivery and to participate in a
clearing agreement for the settlement of contract price differences. Monies due and owed to parties in the circle shall be payable on the middle
day of the contract delivery period.
(c) If a circle can be shown to exist but no clearing agreement has been reached by the 10th calendar day following the last day of the delivery
period, actual delivery shall not be made and payment shall be made by each buyer to its seller of the excess of seller's invoice amount over
the lowest invoice amount in the circle. Such payments shall be made promptly after the 10th calendar day following the last day of the
delivery period.
(d) Should any party in a circle fail to make payment on the due date as required under paragraph (b) or (c) above for reasons cited in Clause 23
or for any other reason, payment shall be made between each buyer and its seller of the difference between the seller's invoice amount at
contract price and the market value of the commodity on date of insolvency or default, as the case may be. Such payment shall be made latest
on the 2nd business day after the due date under paragraph (b) or (c) above. Payments already made under paragraph (b) or (c) above shall
be refunded.
(e) All circle settlements shall be based on the mean contract quantity.
If a circle under paragraph (b), (c) or (d) above exists, Clause 21 shall not apply and Clauses 18 and 20 shall not be invoked. Payments due
on a non-business day shall be made not later than the following business day.
All payments made after the delivery period shall include carrying charges from the day following the last day of the delivery period, to the
date of payment, at the rates stipulated in this contract. These carrying charges shall be settled individually between each buyer and its seller.
(f) The parties agree that any dispute arising out of the voluntary clearing agreement entered into in accordance with paragraph (b) above shall
be subject to arbitration as to any party thereto. Such arbitration shall be conducted in accordance with the provisions of Clause 30.
17. U.S./Canadian
Government
Rules and
Regulations
Buyer and seller agree to comply with the U.S. and/or Canadian regulatory requirements applicable to this contract, including, but not limited to, those
governing any export subsidy, destination controls, government financing of agricultural commodities and the monitoring of export purchases and sales.
Any losses, fines, penalties, expenses, costs or damages incurred as a result of failure to perform in accordance with this provision shall be borne by the
party responsible for such failure.