ON BUYER´S ORIGINAL LETTER HEAD

     
     

IRREVOCABLE CORPORATE PURCHASE ORDER (ICPO)

TO: ATTN: SUAPE GARRIDO INDÚSTRIA E COMERCIO INTERNACIONAL LTDA
VIA:      
DATE: 2019-06-27

We ,      , acting as the Buyer, with full corporate responsibility and legal authority, hereby
certify under Penalty of Perjury, under International Law, that we are ready, willing and
able to purchase the under described commodity, as per the following terms and
conditions:

1. BUYER´S DETAILS:

COMPANY :      
ADDRESS :      
CITY:      
COUNTRY:      
REPRESENTED BY:      
PASSPORT Nº:      
TELEPHONE:      
EMAIL:      
COMMERCIAL REG.:      

2.PURCHASE DETAILS
1. PRODUCT :
2. ORIGIN : BRAZIL
3. TOTAL QUANTITY: 177.00 EUR/TM
4. CONTRACT LENGTH:
5. NUMBER OF DELIVERIES:
4. MONTHLY QUANTITY: 60,000 MT
5. PRICE: SPOT – ONE MONTH
7. TOTAL CONTRACT VALUE:
8. GUARANTEE: DLC AGAINST SHIPPING DOCUMENTS
9. PAYMENT:
10. DESTINATION PORT:
11. OPERATION CODE

3. CONTRACT GUARANTEE
THIS CONTRACT WILL BE GUARANTEED THROUGH AN STAND BY LETTER OF CREDIT (MT760) ACCORDING
ANNEX 2. IN THE AMOUNT OF 58,000,000.00 USD (fifty-Eight Million USD) VALUE THAT CORRESPONDED TO
ONE MONTH OF CONTRACT, WITH A MATURITY OF 14 (FOURTEEN) MONTHS. THIS GUARANTEE IS FULLY
CASH BACKED AT FIRST WRITTEN DEMAND, FREE OF ANY LIENS OR ENCUMBRANCES LEGALLY EARNED BY
THE APPLICANT

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4. PAYMENT
SHOULD BE ISSUED THROUGH AN RDLC (REVOLVING DOCUMENTARY LETTER OF CREDIT), NOT
TRANSFERIBLE, DIVISIBLE, CONFIRMED, ASSIGNABLE SWIFT BANK TRANSFER (MT-700); WITH VALUE
58,000,000.00 USD (fifty-Eight Million USD) VALUE THAT CORRESPONDED TO DELIVERY OF 200,000 MT.,
PAYABLE AGAINST LOADING DOCUMENTS IN ORIGIN PORT

5. BANKING DETAILS

Buyer’s Banking Details:

Bank Name:      
Address:      
Account Name      
Account N°.:      
SWIFT N°:      
Bank Officer:      
Bank Phone      
IBAN Nr:      
Bank E-mail:      

Confirming Banking Details:

Bank Name:      
Address:      
City:      
Country:      
SWIFT:      

6. DELIVERY DOCUMENTS

COMMERCIAL INVOICE One(1) original and five (5) copies signed & sealed.
CHARTER PARTY Shipping Company´s declaration stating that the carryng vessel is allowed to enter in indicated port
CONTRACT and suitable to carry foodsstuff.
BILL OF LANDING One (1) original and five (5) copies of full set of clean on board ocean bill of lading (b/l) marked
“freight pre-paid'' issued to the order of buyer;
INSPECTION CERTIFICATE One (1) original and five (5) copies of certificate of quality quantity and weight inspection issued by
SGS/RINA. The certificate indicates the inspection attendance time at loading port. Certificate
showing:
- Name and quantity of cargo;
- Name of carrying vessel and sail date;
- Port of discharge;
- Vessel Inspection & clean on board certificate or report in 1 original and 3 copies
issued by SGS/RINA in Brazil.
PHITOSANITARY One (1) original and five (5) copies of phytosanitary certificate issued by appropriate government
CERTIFICATE authority of the country of origin stating that the product is Suitable for animal consumption and /
or human consumption.
FUMIGATION CERTIFICATE Four (4) copies issued by an official authority (IE AGRICULTURE MINISTERY) indicating that the
goods have been disinfected by Phostoxin or gas toxin or Methyl Bromide Gas and disinfected
process has been done after completion of landing and the remaining poison matter disinfection
will be according to the international standards.
PACKING LIST One (1) original and three (3) copies of packing list showing:
- Gross / net weight;
- The number of ocean bill of lading;
ORIGIN CERTIFICATE One (1) original and four (4) copies issued by or endorsed by chamber of commerce of relevant
government authority of the country of origin of the product;
RADIATION CERTIFICATE One (1) original and two (2) copies of radioactive elements / radioactivity certificate issued by

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 competent authority.

7. PRODUCT SPECIFICATIONS :
1. Commodity: Yellow Corn (Maize) - Zea mays L. - Grade #2 - GMO suitable for animal feed.
2. Origin: Brazil.
3. Quality Specifications: Brazilian Export Standard Quality ANEC 44 (http://www.anec.com.br/en/services/contracts)
-3.01. MOISTURE: 13.5 % Max. (ISO 6540:1980 Analysis Method by GAFTA 2.4).
-3.02. BROKEN KERNELS: 3.0 % Max. (ISO Analysis Method or equivalent).
-3.03. FOREIGN MATTER: 1.5% Max. (ISO 7970:2011 Analysis Method by GAFTA 26.2 or Certifying/Inspector standard method
approved by both Parties).
-3.04. TOTAL DAMAGED KERNELS: 5.0 % Max. (A+B+C+D+E) (Certifying/Inspector standard method approved by both Parties).
3.04. A) Heat Damaged Kernels and/or Sprouted (Germinating) Kernels: 1.0 % Max.
3.04. B) Fermented Kernels.
3.04. C) Wrinkled or Immature Kernels.
3.04. D) Chalky Kernels.
3.04. E) Mouldy Kernels.
-3.05. TOTAL AFLATOXIN (B1 B2 G1 G2): 20.0 µg/kg (20 ppb) Max. (Mass Spectometry Analysis Method by GAFTA 18.2).
-3.06. CRUDE PROTEIN (on dry basis): 9% Min. (Kjeldahl Method by GAFTA 4.2).
-3.07. SIZE: 7,2 - 14,3 mm. (width) (Certifying/Inspector standard method approved by both Parties).
-3.08. Goods free from alive insects (Certifying/Inspector standard method approved by both Parties)
-3.09. Free from poisonous seeds/husks but tolerance maximum 0.10% castor seed and/or castor seed husks (ISO 5061:2002
Analysis Method by GAFTA 23.0 and Certifying/Inspector standard method approved by both Parties)..

8.PROCEDURE:

1. Buyer issues LOI; if isn’t correct, Seller Mandate send PR-09-EN Model.
2. Seller Mandate issues SCO;
3. Buyer accepts SCO by signing it and returning it to the Seller Mandate.
4. Seller issues SCO and buyer must send it signed and sealed for acceptance.
5. Buyer Issues ICPO accompanied of the legal documents of buyer's company and BCL or RWA from prime Bank
nominative to the Seller company.
6. Seller´s Bank verifies compliance with the Buyer´s bank and if all is correct, issues the draft-contract and send to the
Buyer.
7. Buyer verifies, corrects and returns the draft contract to Seller with sign and seal.
8. Seller verifies that the contract is approved, signed and sealed by the Buyer.
9. In 5 banking days, Buyer Bank will issue the Bank Guarantee and Rdlc PRE-ADVISE as agreed in favor of the seller
10. In 7 banking days the Seller Bank send to Buyer Bank the POP via swift. (location and product availability, refinery
producer identification, laboratory analysis)
11. In 3 banking days, Buyer´s Bank will issue the Bank Guarantee and Rdlc OPERATIVE as agreed in favor of the seller
12. In 3 banking days Seller´s Bank will issue the PB 2% in favor of the Buyer.
13. Within 15 banking days, Seller issues through bank the shipment documents. (origin certificate, product export
license, export document authorization, S.G.S. inspection of weight and quality, bill of landing, insurance certificate,
commercial invoice, phytosanitary certificate).
14. In the next 20 days the Buyer´s Bank issue the payment of delivery in favor of Seller

DATE:     
SIGNER:      
SIGNATURE SEAL
           

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ANNEX 2
FROM: (BUYER BANK)
TO: BANK OF AMERICA
QUOTE:
UNDER OUR FULL RESPONSIBILITY WE, _________(BANK BUYER NAME)________ GUARANTEE, IRREVOCABLY, UNCONDITIONALLY, JOINTLY AND
SEVERALLY, IN THE SAME TERMS AS THE PRINCIPAL DEBTOR, ALL DEBTS THAT SUAPE GARRIDO INDUSTRIA E COMERCIO INTERNACIONAL LTD
(HEREINAFTER “THE DEBTOR “)_ MIGHT HAVE WITH YOU, UP TO A MAXIMUM AMOUNT OF _____________________, - - AS A RESULT OF
________________________ THE BANK HAS GRANTED TO ________________ ACCORDING TO THE FOLLOWING CHARACTERISTICS (HEREINFATER
“THE CREDIT FACILITY”):
(DESCRIPTION OF FACILITIES, CONTRACT Nr, DATE, AMOUNT AND DUE DATE)
BY VIRTUE OF THIS GUARANTEE WE, , ____________(BANK BUYER NAME)_____WILL PAY YOU UPON RECEIPT OF YOUR FIRST WRITTEN DEMAND -
AND NOTWITHSTANDING ANY CONTESTATION FROM OUR PART OR APPLICANT PART OR ANY OTHER PART WHATSOEVER AND DESPITE ANY DISPUTE
THAT ARISES BETWEEN THE CONTRACTING PARTIES,- IN THE MAXIMUM PERIOD OF FIVE BUSINESS DAYS FROM THE DATE OF SUCH REQUEST, ANY
DEBT UP TO THE MAXIMUM AMOUNT OF ______________ -, BEING SUFFICIENT FOR US, IN ORDER TO PAY YOU A CERTIFICATION BY SWIFT
ISSUED BY YOU IN THIS SENSE, INDICATING THE AMOUNT TO BE PAID BY US AND REQUESTING PAYMENT. THEREFORE, IT IS EXPRESSLY EXCLUDED THE
APPLIES OF THE PARAGRAPH a) OF THE ARTICLE 15.b OF THE 758 ICC RULES.
ALL THE PAYMENTS EFFECTED UNDER THIS GUARANTEE WILL BE MADE FOR THE AMOUNT REQUESTED BY YOU, WITHOUT DEDUCTIONS OR
WITHHOLDINGS DUE TO THE PRESENT OR FUTURE TAXES, CHARGES OR LEVIES.
WE ARE DULY AUTHORIZED BY OUR MONETARY AUTHORITIES TO UNDERTAKE THE OBLIGATIONS AND RESPONSIBILITIES DERIVED FROM THIS
GUARANTEE.
THE DOCUMENTATION AND RESPONSIBILITIES WE ASSUME BY THE PRESENT DOCUMENT WILL NOT BE EXTINGUISHED, MODIFIED OR AFFECTED BY
EXTENSIONS OF THE TERMS OR OTHER PERMISSIONS GRANTED FOR THE PAYMENT OF THE OBLIGATION GUARANTEED OR OTHER CLAUSE OR LEGAL
REGULATION WHICH MIGHT CONSTITUTE FOR US TO BE RELEASED OR WHICH MIGHT OBVIATE THE PROMPT EXECUTION OF THE OBLIGATION
GUARANTEED.
ANY PAYMENT MADE BY US HEREUNDER SHALL REDUCE THE MAXIMUM AMOUNT OF THIS GUARANTEE ACCORDINGLY.
THIS GUARANTEE IS VALID AS FROM ITS DATE AND WILL CONTINUE IN FULL FORCE UNTIL ____, ____.
THIS GUARANTEE IS BUBJECT TO THE UNIFORM RULES FOR DEMAND GUARANTEES, ICC PUBLICATION No. 758 ALL DISAGREEMENTS IN CONNECTION
WITH THE PRESENT GUARANTEE SHALL BE FINALLY SETTLED UNDER THE RULES OF CONCILIATION AND ARBITRATION OF THE INTERNATIONAL
CHAMBER OF COMMERCE BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH THE SAID RULES. THE ARBITRATION SHALL BE HELD IN
PARIS. THE LANGUAGE OF THE ARBITRATION SHALL BE THE ENGLISH LANGUAGE.
NONETHELESS WHAT IS ESTABLISHED IN THE PREVIOUS PARAGRAPH WE RECOGNIZED YOUR RIGHT TO FOLLOW ANY PROCEEDINGS BEFORE THE
COURTS OF ANY STATE IF YOU CONSIDER APPROPIATE IN DEFENSE OF YOUR INTEREST.
THIS IS AN OPERATIVE INSTRUMENT; NO MAIL CONFIRMATION WILL FOLLOW.

FOR AND ON BEHALF OF: XXX

ISSUING BANK XXX, XXX
ISSUING BANK ADDRESS XXX

BANK OFFICER 1 BANK OFFICER 2

TITLE (PIN) TITLE (PIN)e

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