FCO BASIC CONTRACT TERMS – Nr 119/07/2019-

SINCE 22/07/2019, VALID UNTIL 30/07/2019

1- AS THE SELLER

COMPANY: AGRIDERIA INDUSTRIAL /MERCONAV S.A./ MARKETEX

ADDRESS: RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA
CITY: ZIP 1919 - ASUNCION
COUNTRY: PARAGUAY
TELEPHONE: +595 981 110213
CEO: RAMON AGUILERA - CEO
OFFICE IN BRAZIL : MARKETEX CO.
ADDRESS: RUA NEO ALVES MARTINS 2398 - S. 1105
CITY: MARINGA – PR – BRASIL
PHONE: +55 44 999227970
E-MAIL: lfcarrion@yahoo.com.br
(HEREINAFTER REFERRED TO AS “THE SELLER”):

2- AS THE SHIPPER :

BRAZILIAN COMPANY : TO BE NOMINATE BY SELLER (ANEC)

ADDRESS:
REGISTER CNPJ:
ADDRESS:
CITY:
COUNTRY

BANK FOR THE PAYMENT TERMS -

SELLER´S RECEIVER / BANK :

OFF SHORE BANK: DSK BANK PLC

ADDRESS: 19 MOSOVSKA STRET
CITY: SOFIA
COUNTRY: BULGARIA
SWIFT CODE: STSABGSF
BANK OFFICER: MRS. NADKA TOPALOVA
BANK OFFICER E-MAIL: Nadka.topalova@dskbank.bg
ACCOUNT NUMBER: BG28STSA930000241 88864
ACCOUNT HOLDER: ACTIVE TRADE BALKAN LTD
ADDRESS: JAN MOORKENSTRAAT 6 – ANTWERP BELGIUM
TELEPHONE: 00 32 488 63 0619
PAY MASTER PASSPORT: EM 480388
FOR CREDIT ON BEHALF: AGRIDERIA INDUSTRIAL SL/ ANEC
PHOME NUMBER: +55 44 999227970
REPRESENTANTIVE: LUIZ FERNANDO CARRION
E-MAIL: lfcarrion@yahoo.com.br
FOR IMMEDIATE CONFIRMATION

3- AS THE BUYER

COMPANY: RADA TRADING LLC , FZC

ADDRESS: P.O. BOX 50691
CITY: FUJAIRAH
COUNTRY: UAE
ID # : TBA
CEO : MR. CHERUBIN MARTINEAU - DIRECTOR
PHONE: + 971 4 709 8855 EXT 804
FAX : + 971 4 709 8854
E-MAIL: office@rada-trading.com
WEBSITE; WWW.RADA-TRADING.COM

RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA- 1919 –ASUNCION- PARAGUAY
 4- BUYER´S BANK :

BANK: EMIRATES NBD BANK PJSC

ADDRESS: TBA
ACCOUNT NAME : RADA TRADING LLC
ACCOUNT NUMBER : AE 630260001025552961702
BRANCH /AGENCY: TBA
IBAN: TBA
SWIFT: EBILAEAD
BANK MANAGER: MR MOHAMED RADY
TELEPHONE: + 971 4 381 9852
E-MAIL: mohamedanr@emiratesnbd.com

WHEREAS: THE PARTS, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT
EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND
THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TO HEREAFTER; AND
WHEREAS: THE SELLER HEREBY AGREES AND MAKES A FIRM CONTRACT TO SELL AND DELIVER SOYA BEAN GMO
#2
WHEREAS: THE BUYER HEREBY AGREES AND MAKES A FIRM CONTRACT TO PURCHASE SOYA BEAN GMO
#2
WHEREAS: THE SELLER AND THE BUYER BOTH AGREE TO FINALIZE AND EXECUTE THIS CONTRACT UNDER THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW THEREFORE: IN CONSIDERATION OF THE MUTUAL PROMISES, AGREEMENTS, TERMS AND CONDITIONS OF
THIS AGREEMENT, ASSERTIONS AND CONVENANTS HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATIONS,
THE RECEIPT OF WHICH IS ACKNOWLEDGED HEREBY, THE PARTIES HERE TO MUTALLY AND VOLUNTARILY AGREE
AS FOLLOWS:

NAME OF THE COMMODITY: YELLOW SOY BEAN GMO#2 FOR EXPORT, IN BULK VESSEL

 ORIGIN: BRAZIL / SOUTH AMERICA

 Shipping Port: PARANAGUA / SÃO FRANSCISC0 DO SUL -SC BRAZIL

 SPECIFICATIONS: SOYA BEAN GMO #2 SUITABLE FOR HUMAN CONSUMPTION - SHALL CONFORM WITH THE
FOLLOWING SPECIFICATIONS AND/OR INTERNATIONAL STANDARD SPECIFICATIONS AS SGS :

 THE RECEIPT OF WHICH IS ACKNOWLEDGED HEREBY, THE PARTIES HERE TO MUTALLY AND VOLUNTARILY AGREE
AS FOLLOWS:
QUALITY: STANDARD EXPORT QUALITY, LATEST FRESH CROP.
BASED: N° 41 ASSOCIACAO NACIONAL DE EXPORTADORES DE CEREAIS (ANEC 41)

TYPE: YELLOW SOYBEAN #2 SUITABLE FOR HUMAN CONSUMPTION. GRADE: GMO.

TEST WEIGHT: 54 POUNDS PER BUSHEL MIN.
PROTEIN: MIN 36 – 38%
MOISTURE CONTENT: MAX 10.5%
FOREIGN MATERIAL: MAX 2.0%
OIL CONTENT: MIN 20.5%
SPLITS: 20% MAX
TOTAL DAMAGE: 2.0%
MAX HEAT DAMAGE KERNELS: 0.5%
MAX FREE FATTY ACIDS: 1.0%
MAX DISCOLORED SEEDS: 2.0% MAX
LATEST CROP SOYA SHOULD BE CLEAN FREE FROM ANY FOREIGN MATTER, TASTE OR ODOUR .
 QUALITY AND QUANTITY INSPECTIONS:
THE GOODS SHOULD CORRESPOND WITH THE SPECIFICATIONS AND MUST MEET THE INTERNATIONAL STANDARD
BY PHYTOSANITORY INSPECTORS WITH SGS INSPECTION REPORT.
QUALITY AND QUANTITY IS FINAL ACCORDING TO ‘’CERTIFICATE OF INSPECTION’’ GIVEN BY <PHYTOSANITARY
INSPECTORS AND SGS COMPANY> DURING TIME AND ON A PLACE OF INSPECTION OF THE GOODS IN THE
MANUFACTURING PLANT OR IN THE PORT OF LOADING PRIOR TO SHIPMENT BY VESSEL.
RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA- 1919 –ASUNCION- PARAGUAY
  THE BUYER HAS THE RIGHT TO MAKE OTHER INSPECTIONS ON HIS EXPENSES.
 ALL SERVICES OF SGS ARE UNDER THE PRESENT CONTRACT PAID BY THE SELLER.
 ARBITRATION:
THE SELLER AND THE BUYER WILL TRY TO SETTLE ALL DISPUTES AMICABLY. EITHER PARTY MAY SERVE NOTICE TO
THE OTHER REQUIRING A DISPUTE TO BE SETTLED WITHIN (30) THIRTY DAYS AFTER SUCH NOTICE AND IF
UNSETTLED TO REFER TO ARBITRATION IN ACCORDANCE WITH THIS CONTRACT. IN CASE PROBLEM SOLVING CAN
NOT BE DONE IN AN AMIABLE WAY, BOTH PARTIES AGREE TO ALLOW SOLVING BY THE INTERNATIONAL
ARBITRATION ASSOCIATION CHAMBER, GENEVA, SWITZERLAND OR LONDON UNITED KINGDOM, WHERE ANY
DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH,
TERMINATION OR INVALIDITY SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE I.C.C. UNCITRAL
ARBITRATION RULES AS AT PRESENT INFORCE.

 OTHER TERMS:
ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY, HAVING ANY EFFECT ON THIS AGREEMENT ARE FOR BUYER’S
ACCOUNT AND HIS SOLE RESPONSIBILITY.

 CONTRACTED QUANTITY:
THE TOTAL QUANTITY SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY THE INSPECTION
AUTHORITY CONTRATED BY THE BUYER, WHICH WILL MAKE INSPECCTION IN THE SELLER´S WAREHOUSE.
 DAMAGES:
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, THE SELLER SHALL BE LIABLE TO THE BUYER AND INDEMNIFY THE
BUYER FOR ALL LOSSES, DAMAGES, INCLUDING BUT NOT LIMITED TO, PURCHASE PRICE AND/OR 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
SELLER HAVE THE RIGHT TO ASK THE BUYER FOR COMPENSATION FOR NON RESPECT OF CONTRACT PROCEDURES.

 FORCE MAJEURE
NEITHER OF THE CONTRACTING PARTIES WILL ANSWER FOR THE MISCARRYING OUT IN DUE TIME OR/AND FOR
THE IMPROPER TOTAL OR PARTIAL PERFORMANCE OF EITHER OBLIGATION HE MAY HAVE ON THE BASIS OF THIS
PRESENT CONTRACT, IF THE MISCARRYING OR IMPROPER PERFORMANCE WERE CAUSED BY FORCE MAJEURE, AS
ESTABLISHED BY LAW.
THE PARTY THAT INVOKES FORCE MAJEURE OUTSIDE OF NATURAL CAUSES, EARTHQUAKE, STORMS, OR FIRE
THROUGH (ACT OF GOD), OR DECLARATION OF WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY
ACTIONS, STOP ORDER, STRIKE IS OBLIGATED TO LET THE OTHER PARTY KNOW ABOUT IT ON A PERIOD OF FIVE
(5) DAYS, CONDITIONS PERMITTING, AND HAS TO TAKE ALL THE POSSIBLE MEASURES IN ORDER TO LIMIT
CONSEQUENCES.
IF IN A PERIOD OF FIFTEEN (15) DAYS SINCE THE EVENT TAKES PLACE, THIS DOES NOT CEASE, THE PARTIES HAVE
THE RIGHT TO ASK FOR REASONABLE COMPENSATION.
 AUTHORITY TO EXECUTE THIS CONTRACT:
THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT AND
ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.

 EXECUTION OF THIS CONTRACT:

THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS VIA TELEX, FACSIMILE,
OR ELECTRONIC E-MAIL TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY
BINDING.

 GOVERNING LAW:
THIS CONTRACT SHALL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER
OF COMMERCE (I.C.C.) AND THE UNITED NATION CONVENTION FOR THE SALE OF GOODS (UNCITRAL). IN THE
EVENT OF INCONSISTENCY BETWEEN THIS CONTRACT AND THE PROVISIONS OF THE U.N. CONVENTION, THIS
CONTRACT SHALL HAVE PRIORITY FOR THE PURPOSE OF ARTICLE 39 OF THE U.N. CONVENTION. FURTHER A
REASONABLE PERIOD OF TIME SHALL BE DEEMED TO BE FIVE (05) INTERNATIONAL BANKING DAYS. THIS

RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA- 1919 –ASUNCION- PARAGUAY
 CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH THE COURTS OF UNITED KINGDOM, WHICH
SHALL APPLY TO I.C.C., UNCITRAL RULES AND REGULATIONS.
 ASSIGNMENT
THIS AGREEMENT IS ASSIGNABLE AND TRANSFERABLE BY EITHER PARTY, AND ONLY WITH PRIOR
ACKNOWLEDGEMENT AND WRITTEN PERMISSION BY THE OTHER PARTY. THE BUYER HOLDS THE RIGHT, WITH THE
WRITTEN CONSENT OF THE SELLER, TO APPOINT ANOTHER COMPANY WITHIN THE BUYERS GROUP TO ASSUME
THE BUYERS POSITION IN THIS CONTRACT UNDER THE SAME CONDITIONS.

 NON-CIRCUMVENTION AND NON-DISCLOSURE:

THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE,
LONDON, UNITED KINGDOM FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL AND
EVERYONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND CONTRACT, ADDITIONS, RENEWALS, AND THIRD
PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF ONE (05) YEARS FROM THE DATE OF
EXECUTION OF THIS CONTRACT.
THIS CLAUSE IS EXTENSIVE TO ALL SUBSIDIARIES AND OR AFFILIATED COMPANIES AND INCLUDES AND PROTECTS
THE INTERMEDIARY COMPANIES, ACTING AS BROKERS. IT IS FURTHER AGREED THAT ANY INFORMATION OF
BUYER AND SELLER CONTAINED IN THIS AGREEMENT IS TO BE HELD IN THE STRICTEST CONFIDENCE, AND ANY
VIOLATION OF WHICH WILL RESULT IN THE IMMEDIATE CANCELLATION OF THIS AGREEMENT. AND PAYMENT OF
5% OF THE GROSS VALUE OF THE CONTRACT BY THE OFFENDING PARTY TO THE INJURED PARTY.

 BREACH OF CONTRACT AND TERMINATION NOTICE:

IF ANY PARTY TO THIS AGREEMENT SHOULD MAKE UNAUTHORIZED CONTACT WITH THE BANK OF THE SELLER OR
THE BUYER, SUCH CONTACT SHALL BE CONSIDERED INTERFERENCE WITH THE AGREEMENT AND SHALL AT THE
OPTION OF THE BUYER OR THE SELLER, CONSTITUTE INVALID REASON TO TERMINATE THIS AGREEMENT. THE
INTERFERING PARTY WILL BE CHARGED WITH THE LOSS OF PROFITS IN THIS TRANSACTION BY THE INJURED PARTY
WHO WILL BE ENTITLED TO FILE LEGAL PROCEEDINGS AGAINST THE INTERFERING PARTY.

 APPLICABLE LAWS AND DEFINITIONS:

THIS CONTRACT SHALL BE GOVERNED BY AND DONE ACCORDING TO THE RULES OF THE INTERNATIONAL
CHAMBER OF COMMERCE (LONDON, UNITED KINGDOM) AND SUBJECT TO THE INTERPRETATION OF INCOTERMS
2000 EDITION AND AS AMENDED TO APPLY. IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS AGREEMENT
TO BE SIGNED AND EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AND HAVE THEREBY UNDERSTOOD,
AGREED AND ACCEPTED THE TERMS AND CONDITIONS SO STATED HEREIN WITH SIGNATURES AFFIXED BELOW ON
THE FIRST DATE ABOVE WRITTEN.

 Inspection: BY A REPUTABLE INDEPENDENT SURVEYOR, SUCH AS SGS, OR EQUIVALENT AT THE LOADING PORT,
BRAZIL
 COMMODITY: SOYA BEANS GMO IN BULK VESSEL.
 ORIGIN: BRAZIL/ SOUTH AMERICA
 : 50.000 MTONS PER VESSEL EVERY 15 DAYS / EACH MONTH 100.000 TONS X 12 MONTHS
 CONTRACT DURATION : 1.200.000 TONS IN 12 MONTHS
 TOTAL QUANTITY OF THE CONTRACT: 1.200.000 MTONS
 PRICE: USD 325/ TON for the Contract.
 VALUE PER LOT LOADED PER MONTH : US$ 32.500.000,00 ( THIRTY TWO MILLION AND FIVE HUNDRED
THOUSAND US DOLLARS)
 TOTAL VALUE OF THE CONTRACT: US$ 390.000.000,00 ( THREE HUNDRED NINETY MILLION US DOLLARS )
 DESTINATION PORT: PORT OF BANDAR ABBAS / IRAN / RUSSIA / UKRAINE
 PACKING :

S/N PACKS QTY/ ITEM

1. IN BULK SOYA BEAN GMO

RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA- 1919 –ASUNCION- PARAGUAY
 INVOICE:

LOADING PORT SHIPPING DISCHARGING PAYMENT DUE

SALESPERSON JOB TERMS
TERMS PORT DATE
LETTER OF
PARANAGUA /SÃO BANDAR ABBAS /
CREDIT AT
TBA TBA FRANCISCO DO SUL CIF IRAN / RUSSIA /
SIGHT ,
- BRAZIL UKRAINE
IRREVOCABLE
S/N PACKS QTY/ ITEM AMOUNT LINE TOTAL

US$
50.000 MTONS SOYA BEAN GMO X 12
1. IN BULK CARGO $ 325 PER MT (CIF) 32.500.000,00
MONTHS
per month

US$
SUBTOTAL 16.250.000,00
per month
SALES TAX USD $0.00
US$
GRAND TOTAL
195.000.000,00

PAYMENT TERMS:
AS A GARRANTEE, DOCUMENTAL LETTER CREDIT STAND BY, AT SIGHT, TRANSFERABLE, IRREVOCABLE,
PARTIAL SHIPMENTS ALLOWED, REVOLVING, FOR ONE MONTHLY SHIPMENT VALUE TO PAY BY MT103 AGAINST
SHIPMENT DOCUMENTS
PERFOMANCE BOND: 2% UNDER SBLC VALUE, DELIVERED TO BUYER AS DOCUMENTARY CREDIT RECEIVED AND
CONFIRMED
NEITHER SELLER NOR BUYER SHALL CANCEL THIS CONTRACT UPON RECEIVING THE SIGNED, SEALED AND
NOTARIZED CONTRACT. IN CASE OF CANCELLATION OF THIS CONTRACT BY EITHER SELLER OR BUYER, EITHER
PARTY WHO CANCELS THE CONTRACT SHALL PAY TO OTHER PARTY THE AMOUNT OF 5 % OF TOTAL CONTRACT
VALUE.

DOCUMENTS SUPPLIED TO BUYER:

1. BILL OF LADING, THREE (3/3) COPIES.
2. SIGNED COMMERCIAL INVOICE, THREE (3/3) COPIES.
3. CERTIFICATE OF ORIGIN OF CHAMBER OF COMMERCE, THREE (3/3) COPIES.
4. CERTIFICATE OF QUALITY AND QUANTITY ISSUED BY SGS, THREE (3/3) COPIES.
5. PHYTO-SANITARY CERTIFICATE, THREE (3/3) COPIES.
6. SIGNED PACKING LIST IN THREE (3/3) COPIE
7. INSURANCE CERTIFICATE FOR 110 %

* ALL ELETRONIC SIGNATURES ARE ACCEPTED IN ORDER FOR CLEARANCE OF THIS DOCUMENT

AUTHORIZED SIGNATORIES

Sign………………………………. Sign……………………………..
MANAGER PARTNER SALES BUYER’S REPRESENTING
RI4 CURUPAITY 822, ENTRE JOSE DE LA CRUZ AYALA Y PANCHA GARMENDIA- 1919 –ASUNCION- PARAGUAY