GENERAL CONDITIONS OF SALE OF REOBOTE AGRÍCOLA (“CONDITIONS OF SALE”)
Reobote Agrícola Ltda. (“Reobote Agrícola”), a company incorporated under Brazilian law, registered with the Ministry of Finance under number 14.991.123/0001-46, discloses the GENERAL CONDITIONS OF SALE OF REOBOTE AGRÍCOLA (“CONDITIONS OF SALE”), which, for all legal purposes, they include the supply of Goods or the provision of Services, effective from June 1, 2023.
1 – GENERAL
1.1 In these Sale conditions, the following words have the following meanings:
Goods: any Brazilian agricultural commodity, which includes, without limitation, raw sugar, refined sugar, corn, soybeans, soybean meal or soybean oil.
Services: the intermediation, by Reobote Agrícola, of the sale of goods between Sellers and Buyers.
Transaction: the sale of goods, whether supplied by Reobote Agrícola or by Sellers indicated by it to the Buyer.
Seller: any person or company that sells goods to Reobote Agrícola or to the Buyer indicated by it.
Buyer: any person or company that purchases Goods from Reobote Agrícola or the Seller indicated by it.
Part(s): means a Reobote Agrícola and the Buyer, or Reobote Agrícola, or Seller(s) indicated by it(s) and the Buyer.
Conditions: means a reference to these terms and conditions.
Contract: any contract between Reobote Agrícola (or the Seller appointed by it) and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
Person: means any individual, corporation, unincorporated organization, partnership, association, limited liability company, joint venture, trust or government, or any agency or political subdivision of any government or any other entity.
Affiliates: refers to any Person who controls, is controlled or is under common control with the Buyer or Seller, or who has any type of corporate interest
Message: means email, WhatsApp, fax transmission, electronic data interchange (“EDI”) or an identifiable telephone message.
Incoterms: are references to the International Chamber of Commerce – ICC Incoterms® 2020, unless otherwise agreed in writing, which includes, without limitation Free On Board (“FOB”), Cost Insurance Freight (“CIF”) and Ex Works (“EXW ”).
ICUMSA: International Commission for Uniform Methods of Sugar Analysis.
LOI (Letter of Intent): Letter of intent.
SCO (Soft Corporate Offer): Light Corporate Offer.
ICPO (Irrevocable Corporate Purchase Order): Irrevocable Corporate Purchase Order.
BCL (Bank Comfort Letter): Banking Comfort Letter.
RWA (Ready Willing and Able): Ready, Available and Able.
FCO (Full Corporate Offer): Complete Commercial Proposal.
DC (Draft Contract): Draft Contract.
SPA (Sales and Purchase Agreement): Purchase and Sale Agreement.
NCND (Non-Circumvention and Non-Disclosure Agreement): Non-Circumvention and Non-Disclosure Agreement.
IMFPA (Irrevocable Master Fee Protection Agreement): Irrevocable Master Rate Protection Agreement.
LC (Letter of Credit): Letter of credit.
DLC (Document Letter of Credit): Documentary Letter of Credit.
SBLC (Standby Letter of Credit): Letter of Credit on Hold.
BG (Bank Guarantee): Bank guarantee.
PI (Proforma Invoice): Invoice Proforma.
CIS (Client Information Sheet): Customer Information Sheet.
PB (Performance Bond): Performance Guarantee.
POP (Proof of Product): Product Proof.
BL (Bill of Lading): Bill of lading.
SWIFT (Society for Worldwide Interbank Financial Telecommunication): Society for International Interbank Financial Telecommunications.
MT700: message SWIFT used by the bank Buyer to confirm a DLC or SBLC.
MT760: message SWIFT used by the bank Buyer to confirm a DLC or SBLC.
MT103: message SWIFT used by the bank Buyer to confirm payment of the Buyer.
ASWP (Any Safe World Port): Any Safe Haven in the World.
SGS (Société Générale de Surveillance): World leader in inspection, verification, testing and certification.
Institute Cargo Clauses: is a component of maritime cargo insurance that was originally developed by the International Chamber of Commerce – ICC. There are three main categories of Institute Cargo Clauses: A, B and C. The different types of coverage can be consulted at the website https://aciscargo.com/Library/ICC%20COMPARISON%20[2009%20clauses].pdf
Commercial Standard: minimum standards agreed between Parties for the supply of goods.
Electronic Invoice – NFe: electronic document mandatory by Brazilian legislation, in all types of taxable commercial transactions.
DANFE (Electronic Invoice Auxiliary Document): is a physical representation, printed on paper and simplified, of the electronic Invoice, which must accompany the transport of goods in Brazilian territory.
Electronic Transport Knowledge – CTe: digital-only document, issued and stored electronically, with the aim of documenting, for tax purposes, a provision of cargo transport services carried out by any mode (Road, Air, Rail, Waterway and Pipeline) in Brazilian territory.
Electronic Bill of Lading Auxiliary Document (DACTE), a physical representation, printed on paper and simplified, of the CTE, whose function is to monitor the performance of service provision and the transit of transported goods.
XML (Extensible Markup Language): the file format used in Brazil for issuing electronic documents, such as the electronic Invoice (NFe) and the Bill of Transport (CTe). The XML files of these tax documents are the digital version of these documents.
CNPJ: National Register of Legal Entities of the Brazilian Ministry of Finance.
State registration: State Register of Legal Entities of the State Finance Departments.
1.2 As Parties agree that negotiations related to Goods are conducted on the principle of good faith established in article 422 of the Civil Procedure Code (Federal Law nº 10,406/2002).
1.3 The Goods travel at their own risk and Buyers and we do not guarantee them, except against written order, or, in the case of Maritime Transport, Incoterms where this obligation is expressly provided for.
1.3.1 In Incoterms with mandatory hiring of Marine insurance, hiring will be carried out at categoria C da Institute Cargo Clauses.
1.4 A Reobote Agrícola, under no circumstances will it be liable to the Buyer, for any loss, damage or expense suffered or incurred by the Buyer, which includes, without limitation, business interruptions, damage to property or equipment, lost revenue, increased costs, extraordinary expenses or lost profits.
1.5 O Buyer cannot assign or transfer the Contract or SPA, nor any part thereof to any other Person without the prior written consent of Reobote Agrícola.
1.6 Any tolerance of one of the Parties in relation to your rights arising from Brazilian law or these Conditions will never be considered a novation or contractual change, and will always be considered as mere liberality
1.7 If certain devices in Conditions become, totally or partially, or subsequently lose their legal effectiveness, this will not affect the validity of the other provisions. Instead of the null device, or to fill any gap, an appropriate solution will be applied, which should come close economically to what the Parties desired or would have desired, if they had taken the respective matter into consideration.
2 – SPECIFIC CONDITIONS FOR SALES IN THE BRAZILIAN MARKET
2.1 One Transaction and Reobote Agrícola with Buyers located in Brazil, is subject to the conditions established in this article.
2.1.1 All applicable Conditions The sales of goods in the Brazilian market, except those specific to Sales in the International Market established in article 3, which are intended to Buyers located in other countries.
2.1.2 As Goods will be supplied in accordance with the specifications contained in the Contract.
2.1.3 Payment of Goods will be agreed on Contract.
2.1.4 Are defined two modes of transport To the Goods: one called CIF, where the delivery of Goods will be carried out by Reobote Agrícola at the location(s) indicated by the Buyer; and another modality called FOB, where the Buyer will remove the Goods at the location(s) indicated by Reobote Agrícola.
2.1.5 These types of internal transport in Brazil, called CIF It is FOB, it does not have any relationship with ICC Incoterms.
2.1.6 In any type of transport, the responsibility for taking out insurance for passengers Goods It’s from Buyer.
2.1.7 As Goods may be delivered by Reobote Agrícola at the location indicated by Buyer (CIF transport), or be collected by Buyer at the location(s) indicated by Reobote Agrícola (FOB shipping).
2.1.8 If the transport of Goods whether in the CIF modality, the Buyer must indicate the Reobote Agrícola, clearly and precisely, the place(s) where the Goods must be delivered within a period of no less than 10 (ten) days.
2.1.9 If the transport of Goods whether in the FOB modality, the Reobote Agrícola must indicate to the Buyer, clearly and precisely, the place(s) where the Goods must be uploaded within a period of no less than 10 (ten) days.
2.1.10 Transport of Goods in the CIF modality, the responsibility of the Reobote Agrícola by the commercial standard of Goods, ends when the Goods is(are) delivered to the location(s) indicated by the Buyer.
2.1.11 Transport of Goods in the FOB modality, the responsibility of the Reobote Agrícola by the commercial standard of Goods, ends when the Goods is(are) removed by Buyer at the indicated location(s).
2.1.12 If the Goods are not within the commercial standard established in these conditions (or otherwise agreed), the Buyer must not receive or remove them, and must immediately communicate this fact to Reobote Agrícola.
2.1.13 A Reobote Agrícola will arrange for other goods to the Buyer, in order to replace those that were not within commercial standards.
2.1.14 The receipt or withdrawal of Goods for the Buyer, without challenging the commercial standard at the time of unloading or loading, exempts, for all purposes of law and fact, the Reobote Agrícola of any responsibilities regarding the commercial standard of Goods.
2.1.15 Under no circumstances may the Buyer send notification after loading or unloading the Goods.
2.1.16 Under no circumstances will the Buyer may retain any amounts due to Reobote Agrícola under the allegation of goods not meet the commercial standard agreed between the parties.
2.1.17 The commercial standard of soybeans and corn provided by Reobote Agrícola to the Buyer will have the following parameters: maximum of 14% (fourteen percent) of humidity, maximum of 8% (eight percent) of broken, broken and dented, and maximum of 1% (one percent) of foreign matter and impurities.
2.1.18 Sugar, peanuts and other commodities sold by Reobote Agrícola will be provided to the Buyer in the commercial standard established in the Contract.
2.1.19 As Conditions established here prevail over any conditions established in Contract, unless this right is expressly waived by the Reobote Agrícola.
2.1.20 All Transaction will be supported by the relevant tax documents.
2.2 The legislation applicable to issues related to the Transaction or to Contract It is Brazilian legislation.
2.3 The forum for discussing any issues related to Transaction or to Contract, will be the Court of Justice of the State of São Paulo, in the district of Cesário Lange, in the state of São Paulo.
3 – SPECIFIC CONDITIONS FOR SALE IN THE INTERNATIONAL MARKET
3.1 One Transaction and Reobote Agrícola with Buyers located in other countries, is subject to the conditions set out in this article.
3.1.2 All applicable Conditions The sales of Goods not international market, except those specific to Sales in the Brazilian Market established in article 2, which are intended to Buyers located in Brazil.
3.1.3 Negotiation for the supply of Goods between a Reobote Agrícola and the Buyer will be carried out in English, which includes emails, electronic messages and documents.
3.1.4 Documents must be prepared in English, signed, stamped, scanned in PDF format and sent by email.
3.1.5 Message exchanges between Parties by any electronic means are considered valid and effective.
3.1.6 Negotiation begins with the sending of a LAW do Buyer has Reobote Agrícola, containing information about the company, bank details, goods, specifications, payment method, port of destination and Incoterms.
3.1.7 Based on information from the LAW, a Reobote Agrícola will seek, among its strategic partners, the best alternative to meet the technical and commercial needs of the Buyer, and will send a SCO. Depending on the product or volume requested by the Buyer, her own Reobote Agrícola could be the Seller.
3.1.8 If the Buyer accept the conditions proposed in the SCO, you must issue a IPCO and obtain a BCL. A IPCO it must contain information about the company, bank details, merchandise, specifications, payment, procedures and guarantees.
3.1.9 After analyzing the IPCO it’s yes BCL, a Reobote Agrícola and/or Sellers indicated by them will issue a FCO, which will be sent to the Buyer.
3.1.10 Case a Reobote Agrícola noted Sellers to the Buyer, will be sent to Buyer a FCO accompanied by the NDNC It’s from IMFPA.
3.1.11 Buyer must sign and stamp the FCO, O NDNC and the IMFPA, scan the documents and send them by email to Reobote Agrícola.
3.1.12 A Reobote Agrícola will send the draft SPA to the Buyer, accompanied by the model of the DLC or SBLC it’s yes PI.
3.1.13 Buyer must sign and stamp the PI and return the Reobote Agrícola by email.
3.1.14 SPA must be signed and stamped by the Buyer, and sent by email to Reobote Agrícola.
3.1.15 A DLC or SBLC must be issued by the bank of Buyer as MT700 or MT760. The banking instrument must be transferable, irrevocable, divisible, operational, renewable and confirmed by one of the top 50 banks in the world.
3.1.16 After opening the banking instrument DLC or SBLC, a Reobote Agrícola or the Seller appointed by her, the bank of Reobote Agrícola or the Seller will send to the buyer’s bank the PB agreed on FCO, limited to a maximum of 2% of the value of a shipment.
3.1.17 As Goods will be provided by Reobote Agrícola or by Seller indicated by her in the commercial standard agreed not SPA.
3.1.18 As Goods will be sent by Reobote Agrícola or by Seller indicated by it to the port of origin in the Brazil, and customs clearance is provided for boarding the ship.
3.1.19 Buyer will be notified by Reobote Agrícola the estimated date of loading of the goods onto the ship. Observing legal formalities, there is no impediment for the Buyer track the shipment of goods at the port of origin in Brazil.
3.1.20 The Goods will be inspected by SGS (or other agreed inspection company) before loading the ship, in order to verify that they meet the commercial standard established between the Parties.
3.1.21 For all purposes, the inspection carried out by SGS attests to the commercial standard of the Goods, exempting the Reobote Agrícola or the Sellers of any complaints from the Buyer over the commercial standard of the Goods.
3.1.22 The ship will be released with the BL, O Certificate of Inspection by SGS, O Phytosanitary certificate and other certificates agreed between the Parties no SPA.
3.1.23 A Reobote Agrícola will forward the documents established in item 3.1.22 to the Buyer and your bank by email.
3.1.24 The bank of Buyer must make payment a Reobote Agrícola or to Seller indicated by her the next business day receipt of documents, forwarded to the corresponding MT103, in order to prove payment has been made.
3.1.25 As Conditions established here prevail over any conditions established in SPA, unless this right is expressly waived by the Reobote Agrícola or by Seller indicated by her.
3.2 Prices of Goods do not include any taxes applicable in Brazil on export, nor any taxes applicable in the country of destination. Such taxes, if applicable, will be paid by the Buyer.
3.3 Any questions relating to these Specific Conditions for Sales in the International Market, which are not expressly or implicitly resolved by its provisions, will be governed, in the following order:
- a) by the 2016 UNIDROIT Principles on International Commercial Contracts.
- b) by Brazilian legislation applicable to the situation, and
- c) by the principles of law generally recognized in international trade applicable to international contracts with intermediaries.
3.4 All disputes arising out of or in connection with these Conditions, when related to Sales in the International Market, will be resolved under the arbitration rules of the “International Chamber of Commerce (ICC)” by one or more arbitrators appointed in accordance with said rules.
3.4.1 The arbitration will be carried out in Brazil, in the English language, and the arbitrator(s) must comply with the provisions of these Conditions and applicable legislation as established in item 3.2
3.4.2 The arbitration award will be rendered in English and Portuguese, with the Parties.
4 – PAYMENTS
4.1 Payments to Reobote Agrícola and/or to Seller indicated by it must be carried out within the deadlines established in these Conditions, no Contract or in SPA.
4.2 All payments to Reobote Agrícola and/or to Seller indicated by it, must be made without deduction or compensation of any kind.
4.2 A Reobote Agrícola and/or the Seller indicated by it will have the right, without any liability, to cancel the Contract or SPA, If Buyer failure to make payment in accordance with the payment instructions of the Reobote Agrícola and/or the Seller.
5 – FORCE MAJEURE
5.1 None of the Parties will infringe is Conditions, O Contract or SPA, nor will it be liable for delay in or failure to perform any of its obligations (excluding the payment obligation) if such delay or failure results from events, circumstances or causes beyond its control.
5.2 In such circumstances, the deadline for performance will be extended by a period equivalent to the period during which compliance with the obligation was delayed or not fulfilled. If the period of delay or default persists for 2 months, the Part unaffected may terminate the Contract upon written notice 30 (thirty) days in advance of the Affected part.
6 – REVIEW
6.1 A Reobote Agrícola reserves the right to review these Conditions, in whole or in part, whenever you deem appropriate, which is why we recommend that you read them periodically.
6.2 The validity of the new Conditions It is immediate for new sales. For Sales or Contracts in progress, as old Conditions remain valid until the end of supply.