ASSOCIAÇÃO NACIONAL DOS EXPORTADORES DE CEREAIS

(NATIONAL ASSOCIATION OF GRAIN EXPORTERS)

AV. BRIG. FARIA LIMA, 1656 – CJ.8A – CEP: 01451-001 – SÃO PAULO (SP) - BRASIL
TEL. (011) 3039-5599 - FAX. (011) 3039-5598 – E-MAIL. marcos@anec.com.br

41 BRAZILIAN SOYBEANS
F.O.B. CONTRACT FOR PARCELS

Revised and Effective from 1st July 2020

SELLER:..............................................................................……................................................................................................................... 1
BUYER:.......................................................................................................................................................................................................... 2
BROKER:.....................................................……........................................................................................................................................... 3
4
1.QUANTITY:........................................(....................………......................................................................................................................... 5
...............……...................................) metric tons of 1,000 kilograms each, exact quantity. Shipment per one or more vessels. The Seller 6
bears all costs, risks of loss and damage to the goods until they have passed ship’s rail at the port of shipment, when all costs, risks of 7
loss and damage to the goods are immediately transferred to the Buyer. 8
9
2. GOODS: Brazilian soybeans, crop.......................................................................................................................................................... 10
11
3. QUALITY / CONDITION: To be final at time and place of shipment per certificate(s) covering and limited to the items below, based on 12
a general representative composite sample taken according to method laid down in FOSFA Standard Contracts method list and issued 13
by a member superintendent of FOSFA. Cost and choice are on Seller’s account. 14
15
3.1 Laboratory analysis by a FOSFA Analyst Member: 16
- Oil content: basis 18.5% (AOCS Ac 3 – 44) with non-reciprocal allowance of 1% discount for each 1% deficiency, fractions in proportion, 17
in Buyer’s favour for any deficiency; 18
- Moisture: maximum 14% (AOCS Ac 2 - 41). 19
20
3.2 Grading by a Superintendent or Analyst Member of FOSFA registered at Brazilian Ministry of Agriculture: 21
- Foreign matter: basis 1%, maximum 2% with non-reciprocal allowance of 1% discount for each 1% deficiency, fractions in proportion; 22
- Damaged beans: basis 8%, maximum 8.5% with non-reciprocal allowance of 2% discount for each 1% deficiency, fractions in proportion, 23
of which maximum 4% heat damaged and burned (maximum being 1% burned) and 6% mouldy; 24
- Broken beans: maximum 30%; 25
- Greenish beans: maximum 8%; 26
- Substantially free from poisonous seeds/husks, within tolerances of: 27
1 particle of treated vegetal seeds with unknown level of toxicity for each 1 kg sample at each lot of 5,000 metric tons loaded or part 28
thereof; 29
1 particle of toxic natural vegetal seeds for each 1 kg sample at each lot of 5,000 metric tons loaded or part thereof; 30
max. 0.005% castor seed and/or castor seed husks for general composite sample. 31
32
Grading to be performed according to IN 11/2007 and IN 37/2007 issued by Brazilian Ministry of Agriculture. Any further revision or 33
replacement of these regulations in force at time of loading shall be applied. 34
Other quality/condition in accordance with Brazilian Legislation effective at time and place of shipment. 35
Buyer has the option, at its expense, to appoint a Member Superintendent of FOSFA duly registered as under Brazilian Ministry of 36
Agriculture to perform joint sampling and sealing provided that the Seller be advised, at the latest upon vessel’s berthing, of the name of 37
the Independent Surveyor it is appointing. 38
If the difference in any of the following items between Certificates issued by Buyer’s and Seller’s appointed Surveyors does not exceed 39
the percentages mentioned below, then the results of Surveyors appointed by Seller will be final and binding on the parties. 40
41
- Moisture 0.5%, Damaged Beans 0.5%, Heat Damaged 0.5% and Foreign Matter 0.2%, 42
Greenish beans 0.5%, Burned 0.10% and Mouldy 0.5% 43
44
Otherwise, at request of either party exercised within 45 days from the BL date and at its expense, a third test shall be carried out as per 45
following procedure and the average of the 2 closest analysis results shall be final and binding on the parties under this contract. Any 46
allowances shall be settled by a complementary debit note. 47
The requesting party shall inform the other party about its decision of requesting a 3rd analysis, by submitting a list containing the name 48
of three laboratories and/or surveyors, as the case may be, and the other party shall confirm its agreement to one of these three names 49
within three business days. 50
In case a counterparty fails to respond, requesting party has the right to proceed and appoint any of the three names. 51
- the test shall be performed on a contractual composite (aggregate) sample counter-sealed by Seller’s and Buyer’s appointed Surveyors; 52
- for laboratory analysis, the chosen laboratory shall be an independent Surveyor chosen as mentioned above and recognized as a 53
FOSFA Analyst Member who shall perform the tests following the methodology established on this contract. 54
- For grading analysis, the surveyor chosen as mentioned above shall also be recognized as a FOSFA Analyst Member duly registered 55
under Brazilian Ministry of Agriculture and shall perform the tests following the methodology established on this contract. 56
57
The request of a third test shall not entitle Buyers to refuse or delay the payment of shipping documents in accordance with clause 14. 58
59
4. PACKING: In bulk 60
61
5. DELIVERY PERIOD: Between................................…....................................................., both dates included. Provided the vessel 62
tenders NOR as per Clause 10 and is ready to load within the Delivery Period, Sellers shall, if necessary, complete loading after the 63
delivery period. 64

ANEC 41 – version 1st July 2020 – Page 1 of 6

6. CONTRACT PRICE: 65
66
6.1 US$................................................(.................................................................................................................................) per 67
metric ton of 1,000 kilograms each, basis Bulk Carrier, delivered free on board, stowed and trimmed, 68
69
or 70
71
6.2 Basis Chicago Board of Trade price for the month of........................………………….........20................ at par/ plus/ less 72
US$...............................(..........................…..........................................................................................................................................) per 73
bushel. The US$ per bushel value multiplied by 36.7454 is the US$ price per metric ton of 1,000 kilograms each. Basis Bulk Carrier, 74
delivered free on board, stowed and trimmed. 75
76
Criteria for Price Fixing (*specify as applicable): 77
78
* A) At Seller’s option, price will be fixed during the session of the Chicago Board of Trade. Seller shall advise the Buyer, in writing, 79
until at the latest 30 minutes before the opening, of the required price and respective quantity, and the order will be considered 80
automatically executed if the respective month trades at least US$ 0.005 per bushel over the given order. This, however, not to include 81
the opening and closing ranges where, as per the rules of the Chicago Board of Trade, brokers are not responsible for execution. If 82
Chicago futures do not trade during that session at US$ 0.005 per bushel over the limit stipulated by Seller, no price fixing has taken 83
place for that day, unless Buyer advises within 2 hours after the close that a part of or the total pricing order given has been priced; in 84
that case, Seller shall accept quantity given by Buyer. Seller has the right to change pricing instructions during the session, provided 85
Buyer has not yet executed the original instructions by the time the new order reaches the floor. 86
For orders given or changed during the session of the Chicago Board of Trade, however, Buyer is not responsible for execution. Seller 87
to fix the price at the latest 5 business days prior to shipment, but no later than 2 business days prior to the first notice day of the month 88
serving as a basis for the pricing of this contract. 89
For any balance unpriced within deadline above, the “settlement price” of the close on the said second business day shall automatically 90
be accepted to price this contract. 91
92
or 93
94
* B) Futures exchange, with Buyer/Seller to give up a number of futures contracts closest to the contracted quantity to Seller/Buyer 95
at the latest 5 business days prior to shipment or at the latest 2 business days prior to the first notice day of Chicago Board of Trade 96
basis month, whichever is earlier. The give up party to confirm number of futures contracts and price as soon as possible. 97
98
Such give up to be done during Chicago day session (8:30am – 1:20pm Chicago local time) within the daily trading range (7:00pm – 99
1:15pm Chicago local time). If on the fifth day prior to commencement of loading or on the second day prior to the first notice of Chicago 100
Board of Trade basis month Buyer/Seller has failed to give up all or part of the required futures contracts, Seller/Buyer shall have the 101
right to buy/sell the outstanding amount of futures contracts at the market on the first business day following above deadline. If the 102
contracted quantity has a tolerance and the contractual Chicago Board of Trade month is already on its delivery period (between the First 103
Notice Day and Last Trading Day) then the final settlement of such over/under fill must be based on the next Chicago Board of Trade 104
month, at par/plus/less the original FOB premium corrected by the Chicago Board of Trade spread established basis, the settlement price 105
2 business days prior to the first notice day of the contractual Chicago Board of Trade month. 106
107
7. PORT(S) OF SHIPMENT:......................................................................................................................................................................... 108
Sale performed basis one safe berth at Seller’s option. 109
110
8.NOMINATION OF VESSEL: Buyer shall give written nomination of vessel to Seller with a minimum 15-day pre-advice. 111
112
The vessel nomination shall comply with all the following requirements: 113
114
(i) the minimum nominated quantity must be at least 1,000 metric tons; 115
(ii) the nominated quantity must always be in multiples of 1,000 metric tons; 116
(iii) nomination shall state vessel’s ETA date, IMO number, flag, age, ownership, and detention rate (if clause 11.1 is opted) or 117
despatch/ demurrage rates (if clause 11.2 is opted). 118
119
Seller has the right to reject nomination of a vessel whenever any or all the requirements and/or information above are not fulfilled. 120
Such rejection shall be notified to the Buyer without delay. 121
The Seller shall not be obliged to commence loading before the Loading Obligation Date. The Loading Obligation Date shall be at 8:00am 122
on the 16th day after the vessel nomination date or the first day of the Delivery Period, whichever is later, even if loading actually 123
commences earlier. 124
Within at least 5 days prior to berthing of vessel at loading port, Buyer shall declare fumigation company acting on its behalf (if applicable) 125
and the vessel’s destination. 126
If last ETA date reported by Master or NOR, as the case may be, exceeds 10 days from ETA date informed at Nomination, the original 127
loading obligation date shall, only one time, be extended by 10 days. 128
Nomination of vessel is irrevocable unless (i) Buyer can prove that vessel is unable to proceed to loading port due to an event out of 129
Buyer’s control, in which case a new vessel shall be nominated in accordance with this Contract or (ii) Seller agrees to the substitution 130
or (iii) all the following conditions are fulfilled: 131
132
A. The Buyer must give written notice of the substitution of the vessel to Seller. Such substitution shall fulfil all of the conditions 133
for a vessel nomination and include all of the information required. 134
135
B. The ETA date of the substituting vessel must be no more than 5 days earlier or 5 days later than the last ETA date reported 136
by Master of the substituted vessel. 137
138
C. If conditions set out in A. and B. are fulfilled, the Loading Obligation Date will remain the same, provided that the substitution 139
is received by the shipper of the goods at the latest 3 business days prior to the new vessel’s ETA date. 140

ANEC 41 – version 1st July 2020 – Page 2 of 6

 D. Maximum of 2 substitutions are allowed under this contract. A third substitution is exceptionally allowed in case of Short 141
Shipped Quantity. 142
143
E. If the substitution concerns a Short-Shipped Quantity, this condition shall apply. A Short-Shipped Quantity means the 144
difference between the quantity nominated to be loaded on a vessel under this contract and the quantity actually loaded. If the Buyer 145
nominates a substitute vessel for a Short Shipped Quantity, the Loading Obligation Date of the Short Shipped Quantity will be the date 146
agreed by the parties to the Contract or, failing specific arrangement, at 08:00am on the 16th day after the date of the substitution. The 147
substitution of the Short-Shipped Quantity shall be final and irrevocable and shall fulfil the following conditions failing which Seller can 148
reject: 149
150
(i) The substitution shall fulfil all the conditions set out in A. and B.; 151
(ii) The substitution must be received by the shipper of the goods at the latest 3 business days prior to the new vessel’s 152
ETA date; and 153
(iii) The substitution must be sent following the original string which must be mentioned in the substitution. 154
155
In the event that any of the conditions for a substitution are not fulfilled, the Seller shall have the right to reject the substitution without 156
delay. If, however, the Seller does not reject the substitution, the substitution shall be allowed but Seller has the right to consider it as a 157
new vessel nomination and start counting a new Loading Obligation Date. 158
159
9. WEIGHT: To be final at time and place of shipment per certificate(s) issued by the Independent Surveyor at Seller’s option and account, 160
based on figures ascertained by official shore scales. In case official shore scale is not available at loading terminal, custom’s Draft 161
Survey figures will be final. 162
Buyer has the option, at its expense and for its own guidance, to request for joint weight control, advising the Seller in due time the name 163
of the Independent Surveyor it is appointing (as per clause 3). 164
For all effects and purposes, results of the Seller’s appointed Independent Surveyor will be final and binding on the parties. Any figures 165
other than those described above will not be acceptable. 166
167
10. NOTICE OF READINESS (“NOR”): To be tendered when the Vessel has arrived at usual waiting place at loading port and is ready 168
in all respects to load, whether in port or not. NOR tendered after 5:00pm on regular business days, or after 11:00am on Saturdays, or 169
on Sundays and Holidays shall be effective under this contract only from 8:00am of the immediate next business day. 170
171
11. GENERAL LOADING CONDITIONS: Tankers excluded. Loading of either deep/wing/transversal/vertical tanks and/or tonnage 172
wells/holds excluded. Captain and crew shall collaborate in all quay movements necessary to accommodate shore loading equipment in 173
the respective holds/spaces. Buyer shall give nomination of vessel in accordance with loading port rules in force at time and place of 174
shipment. (*specify as applicable) 175
176
* 11.1 The lesser of: As fast as vessel can receive, or as fast as berth equipment can load. However, if vessel gave “NOR” in 177
time and if not sufficient goods are available to start loading on the Loading Obligation Date or when free berth becomes available, 178
whichever is later, or if continuous loading of vessel has to be interrupted due to lack of cargo, Seller shall pay the amount named as 179
detention at the rate specified in the vessel nomination during periods when loading is delayed. If the load port is Paranagua, ANNEX 180
001 shall apply. 181
Detention at the rate specified in the nomination, which shall never exceed charter party demurrage rate or daily hire, as the case may 182
be, is construed in the nature of liquidated damages and, as such, no further damages shall be claimed and no further amounts shall be 183
claimed, regardless of any effective detention claimed by and/or paid to the vessel. 184
185
or 186
187
* 11.2 Into the main holds only at the following average daily rates which are to apply on the total cargo: 188
189
A) Self-trimming Bulk Carrier:.....................….......................................................................: ……. metric tons 190
B) Non self-trimming Bulk Carrier:.........................................................................................: ……. metric tons 191
192
C) Time to count per weather working day of 24 consecutive hours. Saturday afternoons, Sundays, and Federal and/or State 193
and/or Municipal holidays excepted, even if used. 194
On Mondays and on days after a holiday, time to start/restart counting at 8:00am. Rain periods at anchorage while waiting for berth not 195
to count as laytime unless vessel already on demurrage. 196
Seller shall not be responsible for any time lost due to act of God, strike, lockout, riots, civil commotion, labour stoppages at the port(s) 197
of loading or elsewhere preventing the forwarding of the goods to such port(s), breakdown of machinery and/or winches, power failure, 198
fire or any other cause of “force majeure”. 199
200
D) Despatch/demurrage: Despatch to be half of the demurrage and to be earned on all working time saved. 201
Despatch/demurrage rates to be indicated to Seller together with nomination of vessel as per Charter Party rates that shall be 202
demonstrated by Buyers if requested. 203
204
E) Laytime to start counting at 8:00am on the next regular working day after NOR is considered effective as established in 205
clause 10. In case vessel is declared unsuitable, laytime starts to count only at the moment vessel is declared suitable in all respects to 206
receive cargo, regardless if NOR was re-tendered. 207
Laytime not to commence prior to Loading Obligation Date as set out in clause 8. 208
Once on demurrage always on demurrage, without time deductions until the end of shipment. 209
Shifting from roads to berth not to count as laytime even if on demurrage. 210
211
Whenever the vessel nominated is loaded by more than one Shipper per berth and/or more than one bulk commodity per berth and/or at 212
more than one berth per port, the time attributed to each individual berth shall be prorated among all the Sellers/commodities loading at 213
that berth. At second and/or further berths, laytime shall start to count from the time vessel is anchored at anchorage area or berthed, 214
whichever is earlier. Laytime shall finish upon completion of loading. 215

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If one or more shippers do not have the goods ready for loading at the berth, then prorated counting of laytime to stop from the moment 216
all goods are loaded by shippers who had goods ready, and time to count separately for the remaining parcel/s. 217
If the vessel is not allowed to berth because goods are not ready for loading, faulty sellers will be jointly and exclusively responsible for 218
whole Vessel’s laytime costs from the moment of such failure until vessel is berthed. 219
220
F) If fumigation is required by the National Plant Protection Organization at the exporting country for one or more parcels, costs 221
and laytime used to this effect, if any, to be pro-rated among the respective Sellers. 222
223
12. EXTENSION: If the vessel has not tendered NOR as per clause 10 within the Delivery Period, Buyers shall be entitled to a 30-day 224
extension Delivery Period to fulfil such obligation (“Extension Period”). Notice of such extension shall be dispatched to Sellers no later 225
than the last day of the original contract Delivery Period, failing which Sellers shall have the right to declare Buyers in default. Sellers 226
undertake to carry the goods for such extended period at the carrying charges rate stipulated in clause 13. Sellers shall complete loading 227
after expiration of the Extension Period provided that the vessel tenders “NOR” as per clause 10 within the extended period. In the event 228
the vessel has not tendered “NOR” as per clause 10 within Extension Period, Sellers shall have the right to declare Buyers in Default 229
and Buyers shall additionally pay to Sellers an amount equal to carrying charges for the entire Extension Period. 230
231
13. CARRYING CHARGES: Provided Buyers have given notice claiming extension as per clause 12, carrying charges shall be due and 232
calculated from the first day of Extension Period based on total shipped quantity at the rate of US$ 0.20 per metric ton per day for the 233
first 10 days, thereafter an increase of US$ 0.05 per metric ton per day shall apply for each further following period of 10 days up to the 234
date when the Vessel’s loading operation is fully completed at loading berth. Carrying charges are construed in the nature of liquidated 235
damages and, as such, no further proof of damages shall be required. The foregoing rate includes storage, interest, shrinkage and 236
insurance costs. 237
The following shall apply under this clause: 238
239
A) If nominated/substituting vessel tenders a valid “NOR” as per clause 10 on or before the last day of Delivery Period, carrying 240
charges are not due, even if goods are loaded or loading is completed after the Delivery Period. 241
A.1 If Seller obligation to load starts in the Extension Period, carrying charges will be due until shipment date. 242
243
B) If the nominated goods are loadready and berth is free but the vessel does not berth for any reason beyond Sellers’ control, 244
carrying charges shall be due from the first day after the end of Delivery Period even if vessel tendered “NOR” within the Delivery Period. 245
246
C) If detention is due under 11.1, no carrying charges are due during such periods as detention is payable. 247
248
D) If Buyer fails to give extension notice as per clause 12 and Seller decides to ship the goods, Carrying Charges as provided 249
for in this clause shall be due. 250
251
14. PAYMENT:..........................................................................................................................................................................…….... 252
On presentation of following documents: 253
254
A) “Clean On Board” Bills of Lading, 3 originals and 2 non-negotiable copies. 255
B) Original Certificate of Weight and Certificate of Quality. 256
C) Original Commercial Invoice including carrying charges and interest, as the case may be. 257
D) Phytosanitary Certificate issued in accordance with Brazilian Legislation effective at time and place of shipment. However, if 258
issuance of such document is conditioned to any specific requirement, Buyer is responsible to provide Official supporting documents 259
from Importing Country Authority. 260
E) Original of Certificate of Origin. 261
262
14.1 In case Bills of Lading of each berth at each port are not at shipper’s disposal until 4:00pm of second business day after 263
“shipped on board” date on the Bill of Lading due to reasons beyond Seller’s control, Seller has the right to present: (i) “clean on board” 264
Mate’s Receipt to comply with item A) and (ii) Letter of Undertaking (LOU) in accordance with template in ANNEX 2 to comply with items 265
D) and E). Seller will, however, endorse Bill of Lading upon Buyer’s request. Buyers shall, however, provide a copy the Bills of Lading to 266
Sellers as soon as reasonably practicable after issuance. 267
Notwithstanding the above, if Buyers provides a copy of Bill of Lading before such time limit, Letter of Undertaking (LOU) above 268
shall not apply. 269
270
14.2 Invoices and Debit Notes must be settled within 2 business days. The ones relating to detention and/or demurrage and/or 271
despatch must be settled within 30 days as of presentation date. Time to count from the next business day at the domicile agreed for 272
presentation of documents, excluding Municipal, State, Federal or bank holidays at such domicile. 273
274
14.3 In the event payment is effected with delay, Buyer to pay Seller interest of 4% over the New York Banks prime rate ruling 275
at the date payment should have been effected, without prejudice to Seller's right in case of non-payment. 276
277
In case of presentation of original documents through a bank, time for payment to start counting as of receipt by Buyer of the bank’s 278
notice and of bona fide copies of such originals from Sellers. 279
280
15. PERFORMANCE: This Contract is for the physical delivery of the Goods described on the face of this document. However, in the 281
course of its execution, situations involving CIRCLES and STRINGS might occur and, in this case, the parties expressly agree with the 282
terms provided for in this clause. 283
284
15.1 CIRCLE: Where a Seller repurchases from its Buyer, or from any subsequent Buyer, the same goods or part thereof, a 285
circle shall be considered to exist as regards the particular goods so repurchased, and the provisions of the Default Clause of FOSFA 4 286
shall not apply. (For the purpose of this clause, the same goods shall mean goods with the same description, of the same country of 287
origin, same currency, of the same quality and, where applicable, of the same analysis warranty for delivery to the same port(s) of loading 288
during the same period of delivery.) 289
(A) If the goods are not delivered or, having been delivered, documents are not presented as a result of a circle having been 290
established, invoices based on the mean contract quantity shall be settled between each Buyer and its Seller in the circle by payment by 291
each Buyer to its Seller of the excess of the Seller’s invoice amount over the lowest invoice amount in the circle. 292

ANEC 41 – version 1st July 2020 – Page 4 of 6

 (B) Such settlement shall be due for payment no later than 15 consecutive days after the last day of the Delivery Period or, 293
should the circle not be established before this time expires, then settlement shall be due for payment no later than 7 days after the circle 294
is established. No circle shall be considered to exist if its existence is not established within 45 days after the last day of the contract 295
Delivery Period. 296
(C) All Sellers and Buyers shall give every assistance to the establishment of the circle and where a circle shall have been 297
established same shall be binding on all parties to the circle. Should any party in the circle commit, prior to the due date for payment, to 298
any act comprehended in the Bankruptcy/Insolvency Clause of FOSFA 4, the invoice amount for the goods calculated at the closing-out 299
price, as provided for in the Bankruptcy/Insolvency Clause, shall be taken as the basis for settlement instead of the lowest invoice amount 300
in the circle, and in this event each Buyer shall make payment to its Seller or each Seller shall make payment to its Buyer the difference 301
between the closing-out price and the contract price, as the case may be. 302
(D) In the event of a claim under the Prohibition Clause or the Strikes, Etc/Force Majeure Clause paragraph (b) of FOSFA 4, the 303
date for settlement shall be deferred until the expiry of the extended delivery period. Thereafter, if the contract is cancelled under the 304
terms of the Prohibition Clause or the Strikes, Etc/Force Majeure Clause, paragraph (b) of FOSFA 4, this clause is not applicable. 305
(E) When a circle is established as provided for in this clause and all the parties in the circle have the same Loading Obligation 306
Date, none of the Sellers in the circle shall be required to pay detention to their Buyers in the circle. 307
308
15.2 DOCUMENTS BY PASS (STRING): In case of resales in string, any party involved may propose a documents bypass 309
whereby one Seller involved in the string presents documents to any subsequent buyer at an agreed price. 310
(A) Such proposal is to be made in good time, preferably prior to commencement of loading of the nominated vessel, and to 311
contain names of sellers and buyers in the string, their individual prices and the suggested settlement of price differentials. 312
(B) All parties in the string may, at their own absolute discretion, refuse or agree without prejudice to their rights and obligations 313
under their own contract, and the proposal will be declared in force only if all parties in the string have confirmed their agreement, 314
otherwise it will be declared failed. Agreement by each party shall include their express acceptance of the Arbitration Clause and of the 315
Insolvency Clause of FOSFA 4. Either declaration, in force or failed, shall be notified without delay to all parties involved by the party that 316
made the original proposal. 317
(C) If no such declaration is received by the time the vessel has started to load, the first seller may withdraw its agreement and 318
present document to its own buyer or, at its option, charge interest at the rate stipulated in the Interest clause for any time lost in 319
presentation of documents. 320
(D) When a string proposal is declared in force, each party shall be deemed to have entered into a contract with all other parties 321
in the string (who are also trading on the same terms), including express agreement by all parties to arbitration and to the application of 322
the Insolvency clause. It shall also be deemed to have transferred automatically from the first to the last buyers the obligation to pay for 323
the goods and to cover insurance in accordance with the Insurance clause. Likewise, the acceptance of a string proposal by parties other 324
than the first sellers and the last buyers shall constitute their firm commitment to pay any price differentials and other monies due. 325
(E) Should the nominated vessel for a string already in force be substituted, totally or in part, the first seller is under no obligation 326
to commence loading the substitute vessel prior to the receipt of the substitution from its own counterparty. 327
(F) Despite agreeing without prejudice to a document bypass proposal, all the parties’ rights and obligations under their 328
individual contracts, save as amended by operation of the agreed bypass, shall remain fully in force. Prior to the presentation of 329
documents to the end buyer, any party in string may, in the event of unforeseen and serious circumstances, including the insolvency or 330
threatened insolvency of any party in the string, withdraw the agreement, by giving immediate notice of such withdrawal to all other 331
parties. The documents shall then be presented through the string between individual counterparties. 332
(G) To permit settlement of price differentials, the end buyer in string shall without delay confirm the receipt of shipping document 333
and exact quantity shipped to all parties involved, and price differentials as agreed shall then be paid in 48 hours from receipt of the 334
relevant debit note. Carrying charges, any detention or demurrage and/or quality allowances, if due, shall be settled between individual 335
counterparties. Interest shall be charged in the event of late payment of any invoice or debit note. 336
(H) Carrying Charges amounts and/or quality allowances may be included in the invoice covering original documents 337
presentation if it was clearly stated in string proposal and accepted by all the parties involved. The party receiving documents in a string 338
proposal must inform quality results in the notice sent to all parties involved declaring that documents were received in Good Order. 339
In this case: 340
(i) No carrying charges to be settled between the other parties, unless there are different delivery periods involved. 341
(ii) Quality allowance percentages must be discounted from the price differences applied between the other parties, as shown 342
in the string proposal. 343
(I) All Sellers and Buyers under contracts containing the Documents By-Pass Clause shall be deemed to have entered into 344
mutual agreements with one another to the above-mentioned effect, and to agree to submit to arbitration all questions and claims between 345
them or any of them with regard to the execution of this clause in accordance with the Arbitration Clause of this contract. 346
347
16. NOTICES: The Brazilian official time (Brasilia) shall apply under this contract. Any notices - excluding the ones relating to “NOR”, 348
which are governed by item 10 - received after 4:00pm on a Brazilian business day shall be deemed to have been received on the 349
following business day. A notice from the broker shall be a valid notice under this contract. 350
351
17. INSURANCE: Insurance will be covered by Buyer, as per FOSFA 4 conditions in force at the date of entering the contract. Upon 352
request, Buyer shall confirm to Seller, prior to start loading, that same has been effected. In such case, if cover notice is not received by 353
Seller at time of loading, Seller has the right to cover insurance on Buyer’s account and expense. Seller is to be considered as co- 354
assured by Buyer’s insurance. 355
356
18. TAXES/FEES: Vessel’s port utilization tax/fees to be paid for in accordance with Port Administration rules and regulations. Brazilian 357
taxes on cargo on Seller’s account and risk. Buyer is responsible for all other vessel’s port expenses. Buyer shall be responsible for any 358
increase in export taxes (including value added tax) and any new taxes that may come into force on any cargo lifted after the contractual 359
period of delivery, which includes any extension period, provided it is properly claimed. 360
361
19. ARBITRATION: This Contract shall be governed by and construed in accordance with English law. Any disputes arising out of this 362
contract, including any question of law arising in connection therewith shall be referred to arbitration in London (or elsewhere if so agreed) 363
in accordance with the Federation of Oils, Seeds and Fats Associations Ltd. (“FOSFA”) Rules of Arbitration and Appeal in force at the 364
date of entering the contract, which Buyer and Seller hereby expressly accept and admit full notice and knowledge. 365

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20. OTHER CONDITIONS: All other terms and conditions not in contradiction with the above to be as per contract no. 4 of the Federation 366
of Oils, Seeds and Fats Association Ltd. (“FOSFA”) in force at the date of entering the contract, of which the parties admit to have 367
knowledge and notice, and the details given herein shall be deemed as having been written into such contract-form in the appropriate 368
place. Any special terms and conditions applying hereto shall be treated as if written on such contract-form.
369
20.1 It is part of this Contract and it shall be deemed as having been written into this contract-form: all Contractual Appendixes issued by 370
ANEC in force at the date of entering this Contract. 371
372
This contract shall be conclusively presumed to have been entered on............................................................20.................................. 373
374
375
SELLER.............................................................…………………………………………………………………………………….................... 376
BUYER.............................................................................................................................………………………….………………………… 377
BROKER.................................................................................................................................................................................................... 378

ANEC 41 – version 1st July 2020 – Page 6 of 6