Procedures

Procedures

Term Sheet
of Gold Coast Servising Sdn Bhd (1327778-A)(“Master Distributor”)

(in relation to the international purchase, procurement and shipment of commodity)
Commodity: White Refined Sugar 45 ICUMSA Grade A

This term sheet is own by the Gold Coast Servising Sdn Bhd (1327778-A) as the sole Master Distributor in Asia for designated countries and jurisdictions of commodity White Refined Sugar 45 ICUMSA Grade A, Soy, Corn, Coffee, Cassava and Chicken, country of origin, Brazil. All authorization of Master Distributor is in compliance with the rules, regulations and legally bind with laws of Brazil.

All procurement and procedures shall be authorized by the approval of three (3) parties; the Brazil, Master Distributor and Master Distributor's bank. The Master Distributor holds absolute rights in all business activity and agreement performed for this commodity

The Master Distributor holds the exclusive rights and concessions for the distribution of the commodities in certain designated countries and jurisdictions. The Master Distributor exclusive rights mainly supply and distribute to the Officials; Government Department, Military Department and the subsidiary companies associated.

Any interested and potential buyer (“Buyer”) wishing to make a purchase of the named Commodity above from the Master Distributor shall adhere to the following terms and conditions:

  1. The Buyer shall submit a Letter of Interest (“LOI”) with a period of validity ten (10) days from the date of issuance along with a letter from a top-tier bank (acceptable to the Master Distributor) to demonstrate that the Buyer is Ready, Willing and Able to complete the intended transaction (“RWA”).

The Master Distributor shall thereafter review and assess the LOI, as well as any additional information and documents whatsoever that may be required by the Master Distributor (of which the Buyer undertakes to provide).

The Master Distributor shall feedback to the Buyer within three (3) to five (5) working days from the receipt of the LOI. The Buyer may request a sample LOI from the Master Distributor for reference and guidance.

1.1

The Buyer's LOI, issued under their official company letterhead shall include the following details:

    1. Date of Issuance;
    2. Specifications of the Commodity;
    3. Country of Origin (Brazil);
    4. Delivery Terms: CIF Destination Port (Buyer's country of operation);
    5. Payment Terms: Documentary Letter of Credit At Sight (“DLC”) to the Master Distributor and to provide in the format acceptable and in favour of the Master Distributor for the total shipment value, all to be done before loading of the shipment;
    6. Payment Procedures: in accordance with the terms of the Full Corporate Offer (“FCO”) prepared by the Master Distributor;
    7. Payment Guarantee: Standby Letter of Credit (SBLC) issued by a top-tier bank acceptable to the Master Distributor valid for no less than one (1) year for the total value of the aggregate monthly supply so intended;
    8. Transaction Procedures: In accordance with the terms of the FCO;
    9. Company details and Buyer's person in charge details;
    10. Company associated with the Officials (i.e., Name of Government Department, Name of Military Department, Name of associated Department);
    11. Copy of the Buyer's designated person in charge's passport;
    12. The Buyer's and the Officials associated correspondence address;
    13. The Buyer's country of operation;
    14. The Buyer's and Officials associated contact information (i.e., phone number and e-mail address including that of the designated person in charge);
    15. The period of validity of the LOI (10 days); and
    16. The duly certified valid Government or regulatory authority's approval/permit/licence to allow the Buyer to import the named Commodity above including information but not limited to the approved quota/volume of import allocated to the Buyer.

1.1

The Buyer's LOI, issued under their official company letterhead shall include the following details:

  1. Date of Issuance;
  2. Specifications of the Commodity;
  3. Country of Origin (Brazil);
  4. Delivery Terms: CIF Destination Port (Buyer's country of operation);
  5. Payment Terms: Documentary Letter of Credit At Sight (“DLC”) to the Master Distributor and to provide in the format acceptable and in favour of the Master Distributor for the total shipment value, all to be done before loading of the shipment;
  6. Payment Procedures: in accordance with the terms of the Full Corporate Offer (“FCO”) prepared by the Master Distributor;
  7. Payment Guarantee: Standby Letter of Credit (SBLC) issued by a top-tier bank acceptable to the Master Distributor valid for no less than one (1) year for the total value of the aggregate monthly supply so intended;
  8. Transaction Procedures: In accordance with the terms of the FCO;
  9. Company details and Buyer's person in charge details;
  10. Company associated with the Officials (i.e., Name of Government Department, Name of Military Department, Name of associated Department);
  11. Copy of the Buyer's designated person in charge’s passport;
  12. The Buyer's and the Officials associated correspondence address;
  13. The Buyer's country of operation;
  14. The Buyer's and Officials associated contact information (i.e., phone number and e-mail address including that of the designated person in charge);
  15. The period of validity of the LOI (10 days); and
  16. The duly certified valid Government or regulatory authority's approval/permit/licence to allow the Buyer to import the named Commodity above including information but not limited to the approved quota/volume of import allocated to the Buyer.

1.2

RWA

1.2.1

The Buyer shall procure the RWA and provide to the Master Distributor as proof of its financial capability and credibility to the Master Distributor's bank.

1.2

RWA

1.2.1

The Buyer shall procure the RWA and provide to the Master Distributor as proof of its financial capability and credibility to the Master Distributor’s bank

  1. Within two (2) working days of the approval of the LOI and if so, deem necessary by the Master Distributor, Master Distributor may provide the Buyer with a Confidentiality Agreement, Non-Circumvention, and Non-Disclosure Agreement (“NCNDA”) for signature. The Buyer is required to sign, affix its official seal, and promptly return the NCNDA to the Master Distributor within two (2) working days.
  1. The Master Distributor and the Buyer shall engage in negotiations regarding procedures, agreements and payment terms. The Master Distributor shall initiate direct communication with the Buyer for these negotiations. Both parties shall sign and agree to the terms reached during the negotiation.
  1. Within two (2) days after successful negotiation, the Master Distributor shall issue a FCO to the Buyer. The Buyer shall sign, affix its official seal and return the FCO to the Master Distributor within three (3) working days. Given that the Buyer failed to return the FCO within three (3) working days, the FCO will expired and the negotiations (refer No.3) of this contract quantity and price will occur to comply with the up-to-date market rate.
  1. Within three (3) working days after the FCO is signed, the Buyer shall issue an Irrevocable Corporate Purchase Order (“ICPO”) in accordance to the FCO for every intended shipment thereunder along with its bank’s information for the purpose of payment. The Buyer may request a sample ICPO from the Master Distributor for reference and guidance.
  1. Within seven (7) working days after the FCO is signed, the Buyer’s bank is responsible for the issuance of a SBLC for a value no less than the aggregate monthly shipment value under the FCO as a guarantee of payment to the Master Distributor that is valid for a period of no less than one (1) year at the material time and sending it to the Master Distributor’s bank. The SBLC shall meet specific criteria set by the Master Distributor of its bank, including being transferable, irrevocable, divisible, operational, renewable, and confirmed and issued by a top-tier bank acceptable to the Master Distributor. Once the Buyer’s SBLC is approved by the Master Distributor’s bank, the Buyer shall send the full and complete version of the SBLC to the Master Distributor’s bank for approval.
6.1

The Master Distributor shall reserve the rights at its absolute discretion to demand for a fresh SBLC of a higher value in the event of additional quantity is ordered by the Buyer over and above the said monthly aggregate value (“Top-up”). The Master Distributor may suspend the performance and all dealings of this agreement until and unless the Top-up is performed by the Buyer.

  1. In the event of SBLC is unrequired, the Buyer’s bank shall proceed with the issuance of a DLC (MT705) within five (5) working days after the signed of FCO. In the event of SBLC is compulsory, the Buyer’s bank shall proceed with the issuance of a DLC (MT705) within three (3) working days after the approval of SBLC. The Buyer shall procure and the Buyer’s bank is responsible for the issuance of a DLC (MT705) for a value no less than the aggregate monthly shipment value under the FCO as the form of payment to the Master Distributor’s bank. The DLC (MT705) shall meet specific criteria set by the Master Distributor of its bank, including being transferable, irrevocable, divisible, operational, renewable, and confirmed and issued by a top-tier bank acceptable to the Master Distributor. The Buyer shall send the full and complete version of the DLC (MT705) to the Master Distributor’s bank for approval.
7.1

Upon the approval of DLC (MT705), the Buyer shall wait for the Master Distributor’s bank to proceed with the issuance of DLC (MT700). Promptly after receiving the instruction to open DLC (MT700), the Buyer’s bank shall procure and proceed with the issuance of DLC (MT700) within three (3) to five (5) working days.

  1. Concurrently with the instruction to proceed with the issuance of DLC (MT700), the Master Distributor shall provide the Sales and Purchase Agreement (“SPA”) for the Buyer’s execution. The Buyer shall sign, affix its official seal, and return the document to the Master Distributor within two (2) working days. Upon receipt, the Master Distributor shall sign, affix their official seal, and return a copy of the SPA to the Buyer.
  1. The first shipment is expected to be loaded within sixty (60) days after the DLC is approved by the Master Distributor’s bank.
9.1

At the time of loading, the Master Distributor shall send the Certification of Quality and Quantity for Product and Shipment Compliance issued by S.G.S: the Societe General De Surveillance (“SGS”) and Bill of Lading and any necessary documents (“Shipping Documents”) to the Buyer’s bank for immediate payment. Payment under the DLC shall be made immediately at sight by the Buyer Bank to the Master Distributor’s bank unconditionally upon presentation of the Shipping Documents.

9.2

Upon completion of the shipment, the following documents shall be provided for the release of the ship:

  1. Commercial invoice;
  2. Full set of marine bills of lading;
  3. Certificate of Origin, weight and quality issued by SGS at port of loading;
  4. Health certificate by government agency;
  5. Packing list;
  6. Disinfection and cleanliness certificate;
  7. Certificate of sampling/analysis issued and assigned by SGS;
  8. GACC certificate registration; and
  9. COVID-19 test report certifying the cargo is substantially free from COVID-19 and results should be negative
  1. All the terms and conditions in this Term Sheet is subject to change and may be updated by the Master Distributor from time to time; and the requirements of the Master Distributor’s Bank in facilitating the contract between the parties herein shall prevail over any contractual documents entered into between the parties including the parties’ respective undertaking to adapt, adjust and adopt to the same to preserve all contracts entered into herein with good will and best of intention.
Notes:

1.

All business discussions and document sharing may take place through WhatsApp or other common online messaging platforms. However, all final decisions and documents shall be e-mailed to the designated company e-mail addresses in accordance with the FCO to the Master Distributor and the Buyer. Bank to bank shall communicate in accordance with the law through the SWIFT system or the Bank's official e-mail address only. Any unauthorised discussions, document sharing and communication that are performed not in accordance with the FCO, shall not be bind with any legal rights or obligations to the Master Distributor.

2.

All final decisions shall be authorized and approve by the three (3) parties; the Brazil, Master Distributor and Master Distributor’s bank. All documents will only be effective after the approval of the three (3) parties.

3.

All documents shall be issued on official letterhead, sign, affix its official seal, by the authorized legal representative of the parties (physically and digitally). These documents shall be in PDF format for proper record and e-mailed to the designated company e-mail addresses in accordance with the FCO.

4.

RWA, NCNDA, SBLC and deposit payment is only compulsory for private company that is not associated with the Officials; Government Department or Military Department. RWA, NCNDA, SBLC and deposit payment is not compulsory for the Officials, Government Department, Military Department and the subsidiary companies associated unless required by the Master Distributor.

4.1

Deposit payment is compulsory for contract with the order quantity of two (2) million metric tons (MT) and above per month.

5.

Documents like LOI and ICPO will only be analysed and assessed if it complies with the Master Distributor’s specific requirements, including but not limited to:

  1. Form of payment;
  2. Form of guarantee;
  3. Target Price (as available); and
  4. Acceptable top-tier Bank.

6.

The Buyer shall issue an ICPO for every single shipment under the SPA.

7.

For each ICPO issued, the Buyer’s bank shall issue DLC to the Master Distributor’s bank no later than ten (10) days prior to the scheduled shipment

  1. All business discussions and document sharing may take place through WhatsApp or other common online messaging platforms. However, all final decisions and documents shall be e-mailed to the designated company e-mail addresses in accordance with the FCO to the Master Distributor and the Buyer. Bank to bank shall communicate in accordance with the law through the SWIFT system or the Bank's official e-mail address only. Any unauthorised discussions, document sharing and communication that are performed not in accordance with the FCO, shall not be bind with any legal rights or obligations to the Master Distributor.

  2. All final decisions shall be authorized and approve by the three (3) parties; the Brazil, Master Distributor and Master Distributor’s bank. All documents will only be effective after the approval of the three (3) parties.

  3. All documents shall be issued on official letterhead, sign, affix its official seal, by the authorized legal representative of the parties (physically and digitally). These documents shall be in PDF format for proper record and e-mailed to the designated company e-mail addresses in accordance with the FCO.

  4. RWA, NCNDA, SBLC and deposit payment is only compulsory for private company that is not associated with the Officials; Government Department or Military Department. RWA, NCNDA, SBLC and deposit payment is not compulsory for the Officials, Government Department, Military Department and the subsidiary companies associated unless required by the Master Distributor.
    5. 4.1

    Deposit payment is compulsory for contract with the order quantity of two (2) million metric tons (MT) and above per month.

  5. Documents like LOI and ICPO will only be analysed and assessed if it complies with the Master Distributor’s specific requirements, including but not limited to:
    1. Form of payment;
    2. Form of guarantee;
    3. Target Price (as available); and
    4. Acceptable top-tier Bank.
  1. The Buyer shall issue an ICPO for every single shipment under the SPA.

  2. For each ICPO issued, the Buyer’s bank shall issue DLC to the Master Distributor’s bank no later than ten (10) days prior to the scheduled shipment.

For instance: If the shipment is set for the tenth (10th) of the month, the Buyer shall issue the DLC on the first (1st) of the month, and the Master Distributor shall confirm the order by the seventh (7th) of the month.