2023年6月27日发(作者：)

2 CONTRACT FOR THE SALE OF CERTIFIED

GRADE # 2 NON-GMO SOY BEAN

Contract Number: Soy Bean

This Contract is for the sale of certified Grade #2 Non-GMO Soy Bean; it is not to be freely

circulated. It is solely for the purpose of this transaction.

本合同為授證的非轉基因二號大豆買賣契約。本合同僅供此交易，不可隨意公開給第三者。

This Contract is made and entered into record on this ______day ______month, 2004 and between:本合同於 由雙方同意簽定。

The SELLER:賣方

Company: ELANA TRADING CORP.

Address : 5588 Northluc Ave.,

City : Montreal, Quebec,

Country: Canada

Telephone: 514-483-1836

Tele Fax 775-587-7208

E-Mail **********************

AND

The BUYER:買方

Company:.

Address:

Country:

Telephone:

Tele Fax:

E-mail: :

The Seller and Buyer taking full responsibility and having full legal authority, hereby certify that

the Buyer is committed firmly and irrevocably to purchase 1,000,000 Metric Tons. (+/- 5%) of

certified Grade # 2 Non-GMO Soy Bean, hereafter called Product, at the unit price agreed and

stated in this Contract with terms and conditions stipulated therein; and the Seller certifies that it

can fully fill the requirements of this Contract and provide the Product mentioned herein as per the

delivery schedule agreed and specified within this Contract.

買賣雙方負全部的法律責任。今雙方證實同意不撤銷，購買出口國授證的 “非轉基因二號大豆”。數量為1,000,000噸。今稱此貨品為商品。雙方同意合同中的單價及相關條款。賣方證實全數負責此商品如期出貨。

This Contract when signed is legal binding and enforceable Document under International Laws

and ICC Regulations, including Non-Circumvent and Non-Disclosure, of Switzerland upon both

Buyer and Seller.

雙方一經同意，簽字，依據國際商業法ICC法規，即刻合法生效。雙方並遵守商業保密行為。今同意如下各項條款：

The Buyer and the Seller hereby agree to honor this Contract under the following terms and

conditions.

Page 1 of 11 contract #: CLAUSE 01. Origin原產地

The origin of the Product will be Brazil.巴西

CLAUSE 02. Product 商品

Name of Product is certified Grade # 2 Non-GMO Soy Bean which shall be it for human

consumption.本商品為授證的，適合人類消費的非轉基因二號大豆。

CLAUSE 03. Quantity數量

Total contract quantity is 1,960,000 M.T., and quantity for each shipment is 60,000 M.T.

Allowance of +/- 5 % of each shipment is agreeable and acceptable.每船為60,000MT，總數量為2,000,000噸，允許+5%差異。

CLAUSE 04. Delivery Schedule運輸日期

First shipment of 60,000 M.T. to be shipped within 45 days upon receipt of acceptable L/C,

additional shipments of 60,000 M.T. will be shipped 10 days intervals,第一船60,000噸，應於收到已調證後45天內啟運，每隔10天相繼如期出船。

CLAUSE 05. Unit Price單價

Unit Price is US$______/M.T. DES Main Port China 本商品單價為每噸$_________美元，於______交貨。

CLAUSE 06. Contract Amount合同金額

Amount for first shipment of 1,000,000 M.T. and subsequent shipments of same quantity of 60,000

M.T., to be US$_________.00/M.T. X 60,000 M.T. = US$____________(US Dollars.

每船60,000噸，金額為$_______________美金

Total contract amount is US$_____________/M.T. X 1,000,000 M.T. = US$____________ (US

Dollars). 合同總金額為$_____________美金

CLAUSE 07. Loading & Destination Ports 裝貨及卸貨港

A. Loading Port: Sao Paulo port of Brazil 裝貨港

B. Destination Port: _________ of China

目的港 中國__________港

CLAUSE 08. Quality and Specification 質量與規格

The Product being supplied shall meet the following Specification and specific Quality

Requirements:本商品質量當符合下列規格

A. Specification of Product:

Test Weight容重: 54 Lbs Limit Min/Lbs Bushel

Page 2 of 11 contract #: Protein蛋白: 44.00% Min

Oil Content含油 18.0% Min Basis

Moisture Content 水份: 12.0% Max

Splits破碎: 20.0% Max

Foreign Matters 杂质: 2.0% Max

Soybeans Other Color异色粒: 2.0% Max

Heat Damaged Kernels热损: 0.5% Max

Total Damaged Kernels总损: 3.0% Max

Fat 脂肪 6.0% Max

Fiber 纖維 7.0% Max

Ash 含灰量 7.0% Max

Sand 含沙量 1.5% Max

B. The Product being supplied by the seller are substantially shall be for Human Consumption, free

from without any Unpleasant Odor, free from any sign of Mold, Fermentation or Deterioration as

well as substantially free from Live Insects and Pests, Castor Seed, (Castor Seed Husks 0.005%

Max.) and other Poisonous Seeds.

C. The Product being supplied by the seller should be certified by government authority concerned

at loading port stating that the goods shall be free from following Disease, Pests and Weeds, which

are dangerous to plants, in accordance with Regulations of the Ministry of Agriculture of the

People’s Republic of China:

不含有蓖麻籽/壳，最大量不超过0.005%，不含有毒草籽，由装货港检验检疫机构出具检验证书。卖方提供官方出具的证书，标明不含有中国农业部所禁止的以下虫、籽及病毒。

a. Phytophthora Megasperma Dreschsl F. SP Glyecinea Kuan & Erwin.

大豆疫病菌

b. Callosobruchus Analis (Fabricius) 鹰嘴豆象

c. Callosobruchus Phaseoli (Gyllenhall) 灰豆象

d. Arabis Mosaic Virus 南芥菜花叶病毒

e. Southern Bean Mosaic Virus 南方菜豆花叶病毒

f. Tobacco Ringspot Virus 烟草环斑病毒

g. Tomato Ringspot Virus 番茄环斑病毒

h. Cuscuta 莬丝子属

i. Sorghum Almum Parosi 黑高粱

j. Sorghum Haleprnse (L.) Pers 假高粱

D. Chemical Residues of Product being supplied should not exceed following limitation in

accordance with Regulations stipulated by the Ministry of Public Health of the People’s Republic of

China. 化学残留物不超过中国卫生部规定的标准:

a. Arsenic compound: 1 PPM Max. (One part per million calculated according to AS203

content.)

b. Mercuric compound shall not be found.

c. Phosphides: 0.05 PPM Max. (0.05 part per million calculated according to PH3 content.)

d. Cyanides: 5 PPM Max. (5 parts per million calculated according to HCN content.)

e. Malathion: 3 PPM Max.

Page 3 of 11 contract #: f. Ethyiens Debromide EDB: 10 PPB (10 parts per billion calculated according to EDB

content.)

E. Crop of Product: 2003 / 2004. 的農作物

CLAUSE 09. Inspection and Certification of Product. 商品檢測及證書

A. The Product shall be inspected at the Loading Port by Society de Surveillance ( SGS) at Seller’s

costs, to certify the inspected Products are substantially meeting the Weight, Quality and

Specification set forth in Clause 07 of this Contract, and to issue the following certificates as

required: 商品由賣方負責在裝貨港由SGS檢驗機構，對該商品檢驗，出具證明該商品符合本合同條款07項的重量、質量及規格。

a. Certificate of Quality meeting the Specification per Article A of Clause 07品质证书.

b. Phytosanitary Certificate meeting requirements per Article B&C of Clause 07植检证书.

c. Certificate of Chemical Residues meeting requirement per Article D of Clause 07化残证书.

B. For certification of Non-GMO safety, Certificate shall be issued by Department of

Agriculture/FDA of Brazil Government, and it shall be arranged by Seller at Seller’s cost.

出具的非转基因大豆证书

C. Buyer may arrange for Quality and Weight Inspection at Port of Discharge by the Entry-Exit

Inspection and Quarantine of the People’s Republic of China ( CIQ ) at Buyer’s cost. The

certificates of CIQ Inspections at Discharge Port may be used as reference to compare with SGS

Certificates issued at Port of Loading.

中国出入境检验检疫局出具的非转基因大豆检验合格证书

Should there is any discrepancies in specification found at Port of Discharge, Buyer has the right to

file the Claim, per Terms and Condition stipulated in Clause 13 of this Contract, within 5 working

days after the discharge is accomplished. 若目的港商檢與SGS商檢不符買方有權在卸貨後五個工作手內提出按照條款13項的條目索賠。

CLAUSE 10. Payment and Performance Bond and Penalty 付款及履約保證金與罰款

A. Payment to be made by Irrevocable, Transferable, Revolving, document Letter of Credit, to be

opened by Buyer’s Bank, main China Bank, in favour of Seller, and forward by SWIFT CODE

SYSTEM TO Seller’s Bank, payable 100 % + 5% allowance, against presentation of documents as

stipulated in Clause 11 of this Contract.買方由中國主要銀行開出不可撤銷可轉讓，100%即期，循環跟單信用證。

B. The L/C opener will be buyer’s nominee. Buyer is required to open the non-operation L/C and

to advise the Seller’s bank to confirm per above mentioned terms and conditions, within 10 working

days upon signing of Contract. 買方於雙方簽訂合約後，十個工作日內，由買方的指定開証人開出通知預開信用證至賣方銀行以便賣方確認電文條款。

C. If Buyer’s nominee fails to open the L/C within the period as procedure Clause 18, other than

reason of Force Majeure as per Clause 21, Buyer’ nominee is obligated to pay penalty of US$4/MT

for the particular shipment. 除了不可抗拒力自然災害條款(見條款20)外，若買方未能根據交 Page 4 of 11 contract #: 易程序(見條款18)於約定時間內開出信用證，買方的開証人(履約保證金的受益人)有責任賠償首批貨每噸$4美金給賣方。

D. The Seller will provide a Performance Bond on value of US$4.00/M.T. within 7 working days

after confirmation and acceptance of the non-operation L/C issued by the Buyer’s nominee through

Buyer’s nominee Bank as guarantee for fulfillment of the particular shipment of this Contract,

against the advised L/C in order to activate the L/C. 賣方根據交易程序(見條款18)確認接受預開信用證通知後，於七個工作日內開出每噸4美元的履約保證金至買方銀行，以便正式啟動該信用證。

E. For the following shipment, the amount of L/C will be become available again upon Seller’s

receipt of Buyer’s advice and Seller’s P.B. 第一船執行後，下一輪的信用證在賣方的保證金確認及買方開證銀行通知後，即可循環再利用生效。

F. All associated Banking Fees of Letter of Credit from L/C opening Bank are at Buyer’s account,

and all fees assessed by Seller’s Bank, including L/C confirmation shall be at Seller’s account. 雙方各自負責該方銀行的手續及費用

CLAUSE 11. Documentation to be presented for Payment 應付單據

A. Signed commercial Invoice indicating Contract Number, L/C number and total Amount

of Value of the delivered Product.

已签署商业发票注明

B. 2/3 set of clean on-board Ocean Bill of Lading consigned to Buyer, marked “ Freight Prepaid

“ and showing contract Number and L/C number. - 2 original and 2 copies.

(2正2副)清洁海运提单注明“运费已付”，凭指示，空白抬头空白背书

C Certificate of Weight issued by SGS.

装港 SGS出具的重量证书

D. Certificate of Quality issued by SGS. .

装港 SGS出具的品质证书

E. Certificate of Origin issued by local Government Authority or Chamber of Commerce. .

商会出具的产地证书

F. Non-GMO safety Certificate issued by Dept. of Agriculture / FDA of Brazil.

出具的非转基因大豆证书

G. Phytosanitary Certificate issued by SGS.

SGS出具的植检证书

H. Certificate of Chemical Residues issued by SGS.

SGS出具的化残证书

I. Fumigation Certificate issued by SGS.

SGS出具的熏蒸证书

J. Ship’s Hold Inspection Certificate issued by SGS.

由独立检验机构出具的船舱/清洁证书

K. Certificate of Ship Inspection issued by SGS.

SGS出具的船检证书

L. Certificate of Ship Grade issued by SGS.

SGS出具的船级证书

Page 5 of 11 contract #: CLAUSE 12. Other Terms on Documents for L/C Payment negotiation.

信用证其他条款：

A. All Documents required to be presented for L/C negotiation with 3 original and 2 copies, except

the (2/3) Bill of Lading as stated. 除正本提單2份外，信用证议付单据要求3份正本，2份

副本

B. Copies stamped with Original mark are acceptable as original.

副本／拷貝蓋有與原件相同之印章，可接受

C. Chart Party Bill of Lading acceptable.

租船提单可接受

D. Bill of Lading indicating Third Party Shipper or Exporter acceptable.

船运单据显示第三方托运人或出口人可接受

E. If actual Quantity of Products shipped is over the Quantity indicated in Original Duplicate /

Copies of Phytosanitary Certificate, they are acceptable.

植检证原本/副本/复印件，装货超过植检证数量可接受

F. Other Documents dated after B/L dates are acceptable.

其他单据日期晚于提单可接受

All Documents shall be presented to Buyer’s Bank through Seller’s Bank within 20 days from date

they are issued.

One full set of non-negotiable Documents plus one set of B/L shall be sent to Buyer via courier

service within 7 working days upon departure of shipment.同時將單據(包括正本提單1份) 全套正本1份，副本1份於7個工作日內以快遞DHL方式快寄給買方

CLAUSE 13. Allowance and Cost Adjustment 質量允差及其扣價

A. Protein: Contract price is based on 44.0%. One tenth pct. allowance at contract price for each

one pct. deficiency between 44.0%- 43.0 %.

蛋白：合同價以44%為基礎，在44%～43%間差異，以1%: 0.1% 來扣價

B. Oil: Contract price is based on 18.0%. One tenth pct. allowance at contract price for each one

pct. deficiency between 18.0%-17.0. 以 18%為基礎, 在18-17%間差異，以1%以0.1% 來扣價

C. Splits: Contract price is based on 20%. One tenth pct. allowance at contract price for each one

pct. deficiency between 20%-25%. 破碎:以 20%為基礎, 25～20%間差異，以1%以 0.1% 來扣價

D. Foreign Matter: Contract price is based on 2.0%. One tenth pct. allowance for each one pct.

deficiency greater than 2.0%.

雜質： 2%為基礎；超過2%以1%比1/10%來扣價

CLAUSE 14. Vessel 租船条款

A. Age of Vessel employed by Seller shall be 15 years or under. If the age is over 15 years, OAP

applied by PICC, Buyer’s Insurance Co. should be at Seller’s account. Seller shall pay Buyer the

OAP when Buyer presents the copy of Insurance Policy with receipt for payment of OAP.

如船龄超过15年，老船加费由卖方根据买方提供的收据及保险单据按中国人民保险公司现行费率结算

Page 6 of 11 contract #: B. Deep barrel cabin, lean cabin and does not fit grab for discharge not allowed.

深桶船，侧舱及不适合抓斗卸货的船只不可用

C. Gearless Vessel acceptable

无齿轮船只可接受

CLAUSE 15. Discharge Terms 卸货条款

A. The Buyer consents to be responsible for, and to incur on it’s own behalf, all expenses required

to comply with all Charter Party Terms applicable at the Discharge Port, and to perform the duties

and responsibilities for securing early berthing and discharge at Discharge Port, and responsible for

any Demurrage that may become payable to the Ship Owner or agent as the case may be.

If there are any regulations applicable to entry of vessel and discharge of Product to discharge Port

in china, the Buyer shall take such steps as required, at it’s own cost, to comply with the said

regulations, including but not limited to application for Entry/Exit inspection, quarantine of vessel,

and weighment of Product at Discharging Port, and meet all expenses for release of the vessel on its

onward voyage from the discharge Port.

B. It is agreed by and between Buyer and Seller hereto that the Product shall be consigned to the

suitable Port in the People’s Republic of China, which has been described by Buyer as a safe port.

Buyer shall advise details of the Port (s) to Seller upon signing of Contract.

C. Discharge Rate, as per GENCON Charter Party 1976 with logical amendment as follows:

10,000 M.T. WWDSSH included (24 Hours basis) guaranteed by Buyer.

买方保证卸率 10,000公吨/晴天工作日

D. Laytime for discharging shall commence at 14:00 hours of notice of readiness is given before

noon and 08:00 hours next working day, if N.O.R. is given during office hour afternoon. Office

hours: Monday-Friday 08:00-17:00 hours. Full time for shifting, if any, to count as Laytime.

Shifting expenses, if any, at discharge port to be for Buyer’s account. Time lost waiting for berth to

count as Laytime. .

E. Demurrage to be customary rate for size of carrying vessel as per governing Charter Party, free

dispatch. Demurrage as per vessel nomination. Relevant Documents, N.O.R and statement of Facts

for Demurrage calculations must be signed/stamped by Master or Agent at Discharge Port. Any

Demurrage is to be settled between Buyer and Seller within 30 working days after completion of

discharge. Copy of C/P will be sent to Buyer in case of any Demurrage. Buyer bank has to

guarantee payment of Demurrage charges.

F. If any Lighterage at Discharge Port, all Risks, Cost and Time are for Buyer’s account.

拖船时间计入卸货时间,费用由买方承担

G. All Discharge Cost, Import Duties. Taxes etc. required at Discharge Port are for Buyer’s

account. 进口港费、税等由买方承担，出口许可证及费用等由卖方承担

CLAUSE 16. Advice of Shipment

A. Seller shall provide Buyer Pre-Advice of Shipment by FAX and E-Mail, providing

Contract Number, Description / Specification / Quantity of Product, Readiness for Loading, Name

of Loading Port, Berth Number, complete Name / I.O. Marking / Description / Specification of the

Page 7 of 11 contract #: chartered Vessel, and commencement of loading, 14 days minimum before commencement of

loading.

B. Seller shall provide Buyer Advice of Shipment by FAX and E-Mail 3 working days upon

completion of Inspection, completion of Loading, and Issuance of Bill of Lading, providing

complete information of Name of Transportation Company. Vessel’s Name and I.O. Marking, Bill

of Lading date and Number, total Invoice Value and L/C Number.

C. Seller or the Vessel’s Captain shall provide Notice of Arrival at Discharging Port by FAX or E-Mail providing ETA of Vessel at Discharging Port in 72, 36 and 24 hours prior to arrival, the

Notices should be reached Buyer during the normal office hours.

CLAUSE 17. Banking Information

SELLER’S (Beneficiary) DETAILS

Bank Name. Scotiabank

Address; Montreal, Canada

Tel / Fax No.

Account name: Elana Trading Corp.

Account number: 22301 00 23612

SWIFT: NOSCATT

Contact:

BUYER’S NOMINEE DETAILS

Bank Name:

Address:

Tel / Fax No.

Contact:

Account Name:

Account Number:

SWIFT:

CLAUSE 18. Procedure

The Seller issues Contract text to the Buyer by e-mail or FAX, and both parties resolve issues by

friendly communication.賣方向買方提供合同草約，雙方共同以友善態度解決爭議，以求達成合同。

Seller issues final signed and sealed Contract draft to Buyer by FAX as soon as possible.

雙方一經同意，賣方盡量以FAX方式將簽字蓋章之合同告之買方，此以Fax方式的合同，在法律上等同有效

The Buyer signs Contract and returns to Seller via FAX. This facsimile copy will be considered the

original.

Within 10 banking days of signing the Contract, the Buyer’s nominee provides an non-operative

Irrevocable, Transferable, Revolving, payable at 100 % At Sight, Letter of Credit to the Seller’s

Bank for the value of one months shipment, and also sends electronically a copy to the Seller’s

office. 合同交換後，於10個工作日內，買方的指定開証人開出通知預開信用證向賣方銀行提出信用證的通知。

Page 8 of 11 contract #: After receipt and acceptance of the non-operation Letter of Credit, the Seller provides a

Performance Bond at rate of US$4.00/M.T. to Buyer’s nominee within 7 banking days. This

Performance Bond will then activate the Letter of Credit. 賣方於確認開證行提出的信用證的通知電文條款，於7個工作日內開出每噸$4美元的履約保函給買方指定開証人開證行，以便啟動該信用證。

Shipment will then commence.

CLAUSE 19. Terms of Delivery 運輸條款

A. Seller will deliver the Products at Port(s) in China designated by Buyer, from Port in Brazil

designated by Seller.

B. Seller shall take full responsibilities to export the Product to Buyer per terms and conditions

stipulated in this Contract, including application of Export License and any cost involved and

required as necessary. 雙方各自負責，進出口相關之文件及費用

CLAUSE 20. Insurance 保險

A. In accordance with conditions of CNF China, Buyer is responsible for the Insurance for Sea

shipment of Product from Loading/Shipping Port in Brazil to Destination/Discharging Port in China

as designated by Buyer.

B. Buyer shall provide full Insurance Coverage Documents for each shipment to Seller by FAX

and E-Mail, within Five (5) working days upon receipt of Seller's Advice of Shipment per Clause

16/B.

CLAUSE 21. Force Majeure 不可抗力条款

Either the Seller or the Buyer shall be relieved of and excused from its obligation to perform

hereunder during any period that the Contract or its performance is prevented or delayed by Act of

God, War, Terror activities, Blockade, Revolution, Riot, Insurrection, Civil Commotion, Strike,

lockout, Fire, Flood. Earthquake, Storm Tempest or other inclement Weather condition,

Government Restriction and Regulation.

In the event a Force Majeure condition occurs or is anticipated, the party directly affected

Shall advise the other party by phone call or telex or FAX as soon as possible, and shall then submit

a certificate issued by Government Authority or Chamber of Commerce, or

Except of publication appearing in print media as an evidence of force majeure condition

within 14 days after its occurrence.

If Force Majeure event last over 120 days, both Seller and Buyer shall negotiate for settlement or

termination of the Contract.

CLAUSE 22. Arbitration 仲裁

Page 9 of 11 contract #: All disputes and disagreements, which may arise in connection with this Contract, shall be settled

trough friendly negotiations between the parties. Disputes and disagreements that cannot be settled

through friendly negotiations between the parties shall be decided by ICC International Arbitration

at Switzerland.

The award of the arbitration shall be accepted as final and binding upon both parties. The fees for

arbitration shall be borne by the losing party unless otherwise awarded by the Commission.

CLAUSE 23. Execution of Contract

Each of the parties to this Contract represents that it has full legal authority to execute this Contract

and that each party is to be bound by the terms and conditions contained in the Contract. This

Contract represents the entire agreement between the parties and any change will be made in

writing executed by both parties as Amendment of this Contract

CLAUSE 24. Confidentiality 保密

The Product offered for sale is subject only to the terms and conditions contained in this Contract

and strictly confidential between the Buyer and the Seller.

CLAUSE 25. Special Clauses 特殊條款

A. Combined shipment, Trans-shipment and Partial shipment not allowed.

B. Additional Freight occurred after signing of Contract shall be at Seller’s account.

C. Alternative Inspection Agent to SGS may be Veritas and Lloyds.

CLAUSE 26. Validity 有效期

A. This Contract is considered Valid from the date of its signing by Buyer and Seller through

completion of execution of its Terms and Conditions as set forth in each and all Clauses of this

Contract.

B. Any changes of the Terms and Condition of this Contract must be in written form and added as

Addendum upon agreed, signed and dated by both Parties, which shall be considered as integral part

of the original Contract.

C. The Contract shall be considered Legal and Binding upon signature on FAX Copies. Upon

receipt of the counter signed copies by FAX, Seller shall send Four (4) Hard Copies of Contract

by courier service to Buyer, who will sign and return Two (2) Hard Copies thereof duly

executed by courier service to Seller. This is merely an administrative procedure and shall nor

delay issuance of L/C.

D. This Contract is plan to sign for three years period, if all the terms are satisfied. Then, the

following two-year term contract will be signed at end of first-year term with negotiated new annual

unit price and will be specified in authentic addendum.

本合同雙方滿意後，於期尾，計劃再續繼簽二年，每年議價一次，註明於副件中。

Page 10 of 11 contract #: In WITNESS THEREOF, the Parties have caused the Contract to be signed and executed by their

authorized Representatives, thereby accepting the Terms and Conditions so stated herein with their

Signatures affixed on the Date first provided, with date initials provided on each of the Ten (10)

Pages.

For the Seller For the Buyer

Signature Signature

_________________________ ___________________________

Print Name & Title Print Name & Title

Date: ____________________ Date: _____________________

Page 11 of 11 contract #: