SALES AND PURCHASES AGREEMENT REFINED
SUNFLOWER OIL
Contract Ref: AACL-005089/24. Date: April 11, 2024. Contract No: 005089-
24.
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This Sales and Purchase Contract of Commodities hereby referred to as (Agreement) is entered into, signed
and executed on this 11/04/2024 by and between the following parties:
Company Name AGRO-AFRIQUE COMPANY LIMITED
Address Plot No.14 Block No.6H Mbezi beach Dare Salaam, Tanzania
TelephoneNo +255675428080 / +255 786182806
E-Mail [email protected]/[email protected]
Country TANZANIA
Contact Person MOHAMMES SALMAN
Director IBRAHIM JUMA
Hereinafter referred to as the “Seller”
And
Company SUNFLOWER NAMIBIA OIL PRODUCTION
Address PLOT 18 WALVIS BAY
TelephoneNo +264812289327/+264812879605
E-Mail [email protected]
Country NAMIBIA
Contact Person RAYMOND PIETERSEN
Hereinafter referred to as the “Buyer”
ENTERED ON THIS 11 DAY OF APRIL 2024.
Here in after together shall be referred to as "Parties”.
THE PARTIES HAVE CONCLUDED THE PRESENT CONTRACT AS FOLLOWS:
Whereas the parties mutually accept to refer to the General Terms and Definitions,
as set out by the INCOTERMS Edition 2021 with latest amendments, having its
terminology fully understood and accepted:
Whereas the Seller, AGRO-AFRIQUE COMPANY LIMITED WHO WARRANTS ITS
AUTHORITY HERETO, hereby confirms that it is ready, willing, and able, to sell the
Product as per the specification, in the quantity and for the price as set out in the terms
and conditions as stated below and have agreed to sell to the Buyer, which
representation is made with full corporate authority and responsibility for the period of
one year (12 months).
AND.
Whereas the Buyer SUNFLOWER NAMIBIA OIL PRODUCTION WHO WARRANTS ITS AUTHORITY
HERETO,
hereby SOLELY acts as merchant for confirms that it is ready, willing, and able, to buy the
Product(s) as per the specification, in the quantity and for the price as set out in the
terms and conditions as stated below and have agreed to pay the Seller, which
representation is made with full corporate authority and responsibility.
Furthermore, the Buyer and Seller fully understand and acknowledge each other’s
capacity to carry out this transaction and thus, enter into this Agreement as detailed
hereinafter.
SECTION.1:
COMMODITY,PRICE,SPECIFICATION,QUANTITY, TERMS AND CONDITIONS:
Commodity Quantity Specification Unite Total Order
(MT) Price Value (USD)
(USD)
REFINED SUNFLOWER OIL 100 MT Refined Sunflower Oil Grade A $700 USD $70,000 USD
(CIF NAMIBIA)
Origin: Tanzania
Characteristics Type: Triple Refined
Use: Cooking
Shelf Life: 24 Months
Color: Yellow
Cultivation Type: Common, winterized, refined
Physical properties
Refractive index:1.465-1.475 at 40 deg.
C Density:0.91-0.92 g/cm3 at 20 deg. C
Volatile matter: Max.0.07 % at 105
deg. C
Taste: Excellent (Neutral, no bad taste)
Odor: None - not sensed (no additives)
Appearance:No residue at 40 deg. C
Cold test: Min.48 hours at 0 deg. C
Colour: Max.4.1, red, lovibond tintometer 5/20
inch
Chemical specifications
Peroxide:2.0 meq/KG. Of oil
Moisture (minimum 30
min incubation period:0.1 max
% soap:0.0005
% unsaponifiable matter: Max.0.12
Impurities: None
% saturated fat(-ty acids):8-12
% unsaturated fat(-ty acids):87-91
%free fatty acids (ffa): Max 0.1
% ash (*): Max.0.05
Saponification value:190.32 koh/g. Of
oil
Iron: <0.02 mg/lt
Fatty Acid Composition: C14:0 :0.06 C16:0
:5.77 C18:0 :4.1 C18:1 27.3 C18:2 :59.2
C20:0 0.27 C18:3 :0.25
Iodine value:134.13 max (wijs-hanus method)
Feeding energy:900 kcal
Refractive Index (at 40oC): 1,461 - 1,468
Specific Weight (g at 20oC): 0,910 -
0,925Soap Content (%): 0,005 Maximum.
Amount of Phosphorous: Maximum 5 PPM.
Remains of Solvent: None.
Heavy Metal Analysis:
Mercury (Hg): 0,02 mg / kg Maximum.
Cadmium (Cd): 0,02 mg / kg
Maximum.Arsenic (As): 0,05 mg / kg
Maximum.
Copper (Cu): 0,1 mg / kg Maximum.
Lead (Pb): 0,1 mg / kg Maximum.
Iron (Fe): 1,5 mg / kg Maximum.
Zinc (Zn): 5 mg / kg Maximum.
Nutrition Facts in 100 gram:
Energy: 829 kcal / 3400 jouleTotal Fats: 100 g
Protein: 0 g Carbohydrate: 0 g
Cholesterol: 0 g
Vitamin: The product does not contain any
added vitamin.
GMO: Free from Genetically Modified
Organisms (GMO).
X-RayContamination Level: Meets
requirements Erratum 3954 / 87.
Halal Nutrition (Islam): Meets requirements.
Kosher Meats (Jewish): Meets requirements.
Vegan or Full Vegetarian: Meets requirements.
Lacto Vegetarian: Meets requirements. Ovo -
Lacto (Egg - Milk) Vegetarian: Meets
requirements.
Product Non GMO
2. PACKAGING:
All packaging are international standards or as per buyer’s request. Packing method: Standard Export
Seaworthy Package. Suitable for all kinds of transportation, or as required.
2.1 Packaging should be done as follows
● WALVIS BAY PORT = 1 to 5L, with customized label design.
●
○ Packing list to confirm 100% quantity of 1 and 5L bottles
○ Labels on bottles provided
○ Labels on 1 and 5L bottles on one side
○ Best Before/Expiry/Batch Number/Production date to be printed in black on
bottle, not label
Piling up of cartons and plastic resistance should be chosen so that the bottom rows of bottles do not
get damaged by the weight of the above rows.
2.2 All Packaging shall be clearly marked with the following:
1. Name of the product and trade name or brand name, if any.
2. Name and address of producer or packer.
3. Grade.
4. Net weight.
5. Country of Origin.
6. Buyer’s name or marks.
7. Destination.
8. Other marks agreed to by buyer and seller.
9. Nutritional facts
3.0 The Following Terms are Mutually Agreed by Both Parties:
3.1- The First party has agreed to supply the above-listed commodity
and the Second party has also agreed to buy the listed commodity and at the price
stated.
3.2-The total quantity agreed according to the market price.
3.3-The first party has agreed to the supply of Refined Sunflower oil from Tanzania.
3.4-The Supply Price will be FIXED by both parties as Shown above per Metric Ton CIF.
3.5-The Second Party will arrange the funds either from their company or any other
subsidiary. And the First Party will raise the Invoice accordingly.
3.6-Both parties have agreed that a similar agreement can be extended for other
commodities in Tanzania and other parts of Africa by mutual consent.
3.7-Both parties have agreed that they will not intentionally or unintentionally
hurt the integrity and goodwill of individuals.
3.8- All transactions will be in USD.
3.9 Buyer will provide the Seller with proof of deposit (SWIFT COPY)
3.10 Seller to supply daily updates on progress to buyer
4. DELIVERY & PAYMENT
TERMS. (TT BANK TO SELLER
Only)
Payable: 50% deposit on value of this agreement which is $35,000.00 USD
will be done by TT Payment against contract and proforma invoice
approval, to the account of AGRO AFRIQUE COMPANY LIMITED IN DAR ES
SALAAM, Balance 50% which is $35,000 USD against shipping documents.
All payments shall be made by Approved TT-MT103 to the Seller’s Bank Account
after invoice approval and upon loading on the ship at the port in
Tanzania on presentation of all shipping documents and Original
ONBOARD BILL OF LOADING from Freight/shipping liner.
7.2 of this agreement.
4.1 ACCOUNT DATA FOR RECEIVING PAYMENT
COMPANY BANKING DETAILS
BANK NAME : UNITED BANK FOR AFRICA (UBA)
BANK ADDRESS : BRANCH DAR ES SALAAM TANZANIA
ACCOUNT : AGRO AFRIQUE COMPANY LIMITED
HOLDER
: 56060030000981
ACCOUNT
NUMBER : UNAFTZTZ
SWIFT CODE : 038
BANK CODE
5.0 ORIGIN, LOADING AND DESTINATION PORT:
Origin : Tanzania
Loading port : Dar Es Salaam Port, Tanzania (CY).
Destination ports : PORT OF WALVIS BAY 4 x 20ft
6.0 DELIVERY LEAD TIME
25 working days after Contract approval
6.1. Transit Time from Dar Es Salaam Port, Tanzaniato
Port Walvis Bay 25 Days
6.3. INSPECTION:
Only SGS Inspection Company based in DAR ES SALAAM
and the Buyer and his representatives reserve the right to
visit the warehouse/Dry doc/goods bonded warehouse
at port or outside port for Physical viewing of the
shipment/loading process after order processing.
7.0 DELIVERY AND FREIGHT/SHIPMENT:
As per the seller’s arrangements.
Seller will provide Manufacturing and processing schedule to monitor production on date of
payment done (USD 35,000.00 deposit paid already)
Buyer and his representatives reserve the right of taking photos and videos of
the goods, stuffing, inspection, loading, etc. at the loading port provided that it
does not interfere with the Port Authority Regulations.
Seller shall appoint and pay for an internationally well-known shipping line, All
relevant shipping documents including, copies of export permit, Ocean Bill of
Lading, etc. shall be provided to the Buyer immediately upon its availability.
Chemical analysis to prove no hexane contamination or other solvent used for
extraction, Aflatoxin, and ethylene oxide residuals.
12. Certificate of Conformity to European Norm CEN/TC 307 or Standard of
production country, and International Standard Organization ISO/TC 34/SC11,
International Food Standards of the United Nations
and FAO Codex Alimentations Codex Stan 210-1999 Standard for Named
Vegetable Oils.
13. N/B: Buyer can advise seller for any extra required documents to accompany
the cargo in order to meet buyer’s customs clearance requirements as per
buyer’s port of entry regulations.
Agro-Afrique Company Ltd retains responsibility of the insurance of the product in
transit from the Manufacturing and Packaging plant in Dar es Salaam port for
shipping to NAMIBIA at 110% of value.
14 - Damages/and Non-Performance:
With the exception of late delivery or non-delivery due to "Force Majeure" causes,
if the Seller fails to make delivery of the goods in accordance with the terms and
conditions jointly or severally of this contract, including but not limited to POINT 3
of this agreement, the Seller shall be liable to the Buyer and indemnify the Buyer
for all losses, damages, including but not limited to, Purchase Price and Purchase
Price differentials, dead freight, demurrage, and all consequential direct or
indirect losses.
The Buyer shall nevertheless have the right to cancel in part or in whole of the
contract. The Buyer has the right to ask the Seller for compensation for
non-respect of contract procedures in the form of the monies paid to be returned
plus an additional USD 10 000.00 (ten thousand dollars) to be paid within 72
hours from default date, being calculated either via email, WhatsApp, sms or any
other correspondence from either party.
7.1 Documents required to collect after loading
1. Full set of ocean B/L in original ONBOARD format.
2. Commercial invoices
3. Packing list.
4. Export permit.
5. Certificate of origin.
6. VET/Phytosanitary Certificates.
7. Marine insurance policy covering 110% of shipment value. (confirmed personally)
8. Fumigation Certificate.
9. After loading the seller hands over the original documents to the
buyer.
10. Certificate of weight and quality issued at the port of loading
11. N/B: Buyer can advise seller for any extra required documents to
accompany the cargo in order to meet buyer’s customs clearance
requirements as per buyer’s port of entry regulations
8.0 TITLE OF PROPERTY AND RISK IN THE COMMODITY:
Notwithstanding The Matters Herein, risk of loss or damage to the commodity shall
pass from the seller to the buyer when the goods have been delivered, approved
for shipping and loaded to the carrying vessel at the port in Tanzania with vetted
INSURANCE COVER issued for the CIF terms.
9.0 DURATION OF AGREEMENT:
This Agreement is valid for 12 months plus a day after signing. Upon successful
conclusion of the first orders.
10.0 FORCE MAJEURE :
The Parties shall be and or not be responsible for being unable to carry out this
contract due to Force Majeure such as war, terrorist attack, flood, typhoon and
earthquakes or other events agreed upon by both parties, which might occur in
the course of loading. The Seller/the Buyer shall advise the Buyer/the Seller,
whichever is applicable, immediately of the occurrence Mentioned above within
fourteen (14) days thereafter, the Seller/the Buyer shall Send by airmail to the
Buyer/the Seller for their acceptance a certificate of the accident issued by
the Competent Government Authorities where the accident occurs as evidence
thereof under such circumstances, the Seller/the Buyer, however, are still under
obligation to take all necessary measures to expedite/take the delivery of the
Refined Sunflower Oil. In case the accident lasts for more than ten (10) weeks, the
Buyer or the Seller shall have the right to cancel the contract.
11.0 ARBITRATION:
In the event of any disputes between the parties, the parties shall settle such
dispute by amicable agreement, failing which by arbitration in accordance with the
Arbitration Act of United Kingdom as is in force. Each party shall appoint one
arbitrator. The two arbitrators shall appoint the third arbitrator who shall act as the
head of the arbitration panel. The arbitration shall be held in London and shall be
conducted in the English language. The party that prevails in the arbitration shall
be entitled to its Attorney costs, fees, expenses and disbursements on an
indemnity basis. The arbitration panel shall present its award in writing which is
hereby agreed to be final and binding on the parties.
EFFECTIVENESS OF CONTRACT:
This Agreement shall come into full force immediately upon execution by both
parties and electronically signed/stamped copies are exchanged via e-mail.
SECTION 2:
TRANSACTION PROCEDURES
1. This Contract is reviewed, executed and exchanged by Buyer and Seller;
2. After the buyer receives the draft contract, reviews it and makes some amendment
where necessary and thereafter communicates the amendment to the seller before
seal and signature, the buyer shall thereafter send it back to the seller for sealing and
signature for final contract approval.
3. Upon contract approval by both parties, the buyer shall forward signed and
sealed contract and pro-forma invoice for payment instructions and
trade proceedings.
4. Seller invites buyer for TTM and business proceedings (OPTIONAL) if buyer is willing
to visit the site at cost of seller.
5. According to point 8 (title of property and risk of commodity), and according to
Incoterms CIF, title pass at loading, thus non payment received until loading of order
SECTION3
NON-DISCLOSURE & NON-CIRCUMVENT
This Non-Disclosure & Non-Circumvention clause shall be binding to all employees,
independent contractors, agents, brokers, partners, associates, assigns, parent
companies, subsidiaries, beneficiaries to this Agreement, and heirs of both Seller and
Buyer and hereafter collectively referred to as the “Parties”, who acknowledge the
desire to transact business together on an ongoing basis; and, intending to be legally
bound, hereby irrevocably agree to the following:
3.1 Not to circumvent, avoid, bypass, or obviate each other directly or indirectly.
This agreement is to confirm that each of the undersigned will not deal with any
entity introduced by the other signatory without the knowledge and written
permission of the introducing signatory.
3.2 Not to use, employ, exploit, disclose or otherwise reveal, divulge, or expose to
any third party, any confidential information provided by the other, especially as may
relate to underwriters, funding sources, financial institutions, banks, lenders or
other financing derivations, products, systems, procedures, transaction description or
other proprietary information without express written permission from the other.
3.3 This clause has a term of one (01) years and during that time will be irrevocable and
non-cancelable. The signatories agree that the identities and information regarding
any sources disclosed shall remain proprietary assets of the introducing party for the
full and complete 01 year period without omission, limitation or exception. In
addition, a period of two (2) years may be in effect from the last completed
transaction.
3.4 This clause shall be binding upon the “Parties” hereunder signed, their successors
and assigns. The undersigned also confirm that by execution of this agreement, that
any company, trust, corporation, or entity of which they are an employee,
member, officer, partner or agent is also bound by this agreement.
3.5 Let it be known that the undersigned parties have set their hand to this
irrevocable and non-cancelable, non-circumvent, confidentiality, non-disclosure
agreement both personally and as representatives or associates of their various
institutions, with full knowledge that each is liable for the remedies prescribed by
the law, for breach or default of the terms contained herein, to which each hereby
attests that he or she is fully cognizant.
SECTION4:
GOVERNING LAW AND DISPUTE RESOLUTION:
This Agreement and all disputes related thereto shall be governed by, interpreted,
construed and enforced in accordance with the International trade laws without regard to
principles of conflict of laws.
SECTION5:
ELECTRONIC DOCUMENT TRANSMISSION
EDT (Electronic document transmissions) shall be deemed valid and enforceable
in respect of any provisions of this Contract. As applicable, this agreement shall:
1. Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and
National Commerce Act or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001) and;
2. ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT). 3. EDT documents shall be subject to European Community Directive
No.95/46/EEC, as applicable. Either Party may request hard copy of any document that
has been previously transmitted by electronic means provided however, that any such
request shall in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.
The undersigned have read this document carefully and have initialed all nine (9) pages
of this Sales and Purchase Agreement for COMMODITIES and fully understand and
agree that its execution constitutes an acceptance of all of its mutually protective
covenants, terms and conditions, and is lawfully binding upon Buyer and Seller, and
their legal heirs, successors, representatives and assignees.
Contract Ref: AACL-005088/23. Date: December 11, 2023. Contract No: 005088-
23.
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BY SIGNING BELOW,
Both parties abide by their corporate and legal responsibilities to this Agreement.
AGREED AND CONFIRMED BY BUYER: AGREED AND CONFIRMED BY SELLER:
SIGN & SEAL: SIGN & SEAL
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For: SUNFLOWER NAMIBIA OIL PRODUCTION For:AGRO-AFRIQUE COMPANY LIMITED
