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1) Buyer sends LOI – Letter of Intent to Purchase to BellaCon BR Foods, with all the details of the purchasing intention, describing the product to be purchased, in full compliance with national and international laws, standards and regulations that are governed by the terms "INCOTERMS - INTERNATIONAL TERMS IN INTERNATIONAL PURCHASE AND SALE CONTRACT" adopted by the ICC – International Chamber of Commerce, confirming the intention to carry out the operation under the following terms and conditions:

a) Product:
b) Technical specifications required by the buyer:
c) Quantity: ________/MT:
d) Purchase Type (SPOT or 12-month contract):
e) Target price USD:
f) Delivery (CIF or FOB):
g) Delivery Port:
h) Bank guarantee: (SBLC or DLC):
i) Payment method:

2) BellaCon BR Foods will make a selection among the best sales offers available from associated sellers in Brazil, and will request an SCO – Soft Offer Corporate, which will be addressed to the buyer.
3) Buyer analyzes the SCO, and if he agrees with the offer, sends Irrevocable Corporate Purchase Order - ICPO, together with a BCL – Bank Comfort Letter addressed to the seller who signed the SCO.
4) Seller issues Full Corporate Offer - FCO, or Draft SPA.
5) The buyer signs FCO or Draft SPA and returns it to the seller with Ready Willing and Able - RWA.
Note: Whenever payment is made with DLC or SBLC, the buyer must present an RWA stamped and signed by his bank manager on the bank's original letterhead, with the purchase price and nominal value.
6) The buyer's bank must present proof of funds and verbiage of the DLC or SBLC to the seller's bank.
7) The seller's bank must present the Performance Bond - PB to the buyer's bank at a percentage of 2% of the Contract value.
8) Seller carries out SPA due diligence, in 2 or 3 business days, the buyer and seller analyze the SPA pre-contract together. After completing the review, the buyer signs and closes the first draft of the contract review and returns it to the seller who returns it to the buyer duly signed and sent only in pdf format.
9) Within 35 to 45 days the product will be delivered to the port of origin, free on board, for inspection and dispatch by SGS.
10) After SGS inspection The buyer's bank will transfer via Suift MT-103, or other shipping methods if agreed, 100% of the total value of the cargo, upon presentation of shipping/loading documents to the seller's bank;
11) Delivery begins in accordance with the terms and conditions of the contract.

Yours sincerely,

Chairman & CEO
CEO of Agribusiness
Lawyer and Certified Public Accountant USA


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  • ASWP - Any Safe World Port - It is quite common for cement sellers to offer delivery to any safe port in the world of the buyer's choice.

  • BG - Bank Guarantee Bank Guarantee - It is a financial instrument issued by a bank on behalf of its customers for the benefit of the other party with which the bank's customer contracts a financial obligation. In the event that the bank's customer fails to pay a contract, the beneficiary of the bank guarantee can appeal to it and receive payment.

  • BG 100% Payable Instument - This is a type of bank guarantee that combines several conditions. It must be issued or guaranteed by a “top25” world bank, it is irrevocable, accepted and transferable. It must also cover the entire amount of the contract and must be paid in cash, upon presentation of recognized documents.

  • Bill of Lading (B / L) - Bill of Lading - is a contract that defines the conditions for the transportation of a cargo. This contract is established by the carrier and delivered to the exporter (seller) when the cargo is received and placed on board the ship. The bill of lading is an essential document, as it proves that the product was actually shipped and that the carrier has assumed responsibility for ensuring delivery to the buyer. To request payment for the shipment using a letter of credit, the seller must deliver the B / L (Bill of Lading) to a payee or the issuing bank.

  • BCL - Bank Comfort Letter - Bank Certificate of Financial Capacity - It is a letter issued by the bank by the buyer to the seller. This letter indicates that the buyer has sufficient funds to cover the cost of the order. A BCL is one of the first pieces of documentation that a prospective buyer must provide to a seller to negotiate an agreement. However, it does not constitute a payment agreement for the seller, nor does it hold the pack responsible in any way.

  • CIA - Cash In Advance - Prepayment - is a type of sale in which the total amount of the purchase price of an order must be paid in advance. This is not the standard procedure in the cement trading industry and it is not advisable for the buyer to pay in advance for cement that has not yet been shipped.

  • CIF - Cost Insured Freight - Cost Insured Freight - It is part of the standard operation for cement merchants. This means that the seller is responsible for the cost of shipping as well as insurance, until the product arrives at the destination port.

  • Portland Cement “clinker” - Portland cement clinker - is a nodular material, dark gray, obtained by heating limestone and clay to a temperature of around 1400ºC - 1500ºC. The nodules are ground to a fine powder for the production of cement, with a small amount of plaster added to control the configuration properties.

  • Commodities Exchange - This is an association that governs a jurisdiction's trading rules. Being familiar with the commodity exchange guidelines in the jurisdictions in which you are doing business is always advisable.

  • Confirming Bank - A Confirmation Bank is a bank that agrees to honor a letter of credit issued by another bank.

  • DC - Draft Contract - A draft contract is an initial contract that is drawn up and sent from the seller to the buyer. The buyer has the opportunity to make changes and send it back to the seller for consideration. This process continues until both parties are satisfied with the terms of the contract.

  • FCO - Full Corporate Offer - It is issued by the seller when the preliminary negotiation stages have been completed, such as the issuance of a letter of intent (LOI) by the buyer and the realization of a “soft probe” (proof of funds) on your accounts by the seller. An FCO is a document that defines the terms of the sale.

  • FOB - Free on Board - If the terms of a trade are FOB, the seller is required to have the cement delivered to a port of choice of the buyer, on board of a ship which is also of the buyer's choice.

  • Formal (Final) Contract - When the negotiation phase of the draft contract is complete and both parties are satisfied, then a formal contract is drawn up and signed by both parties. GOST Certification is the quality certification system valid in the Russian Federation (it can also be called GOST - R Certification). GOST certification is very important for Russian companies and exporters to Russia and is equivalent to ISO 9000 certificates for Western companies. GOST is the approved quality indicator for Russia. GOST certification is not only related to the company's quality management, but also the products originated from it. In other words, sample tests are required to obtain these certificates. These tests are carried out in laboratories accredited by GOSSTANDARD (Russian Governmental Standards Organization). Passed the tests, the certificates are granted to the company that requested them.

  • ICPO - Irrevocable Corporate Purchase Order - This is a document prepared by commercial buyers and contains the details of quantities, the type of cement and other conditions required under the terms that the buyer would like to proceed with the sale. After being submitted to the seller, the seller is considered official and the company is obliged to complete the sale.

  • ICPO Witn Banking Coordinates - This is an ICPO that includes bank details of the company so that the seller can perform a “soft probe” on their accounts to make sure that there are sufficient funds to cover the cost of the purchase.

  • IMFPA - Ireevocable master fee protection agreement. It's a necessary document for a trading process where the intermediate parties, brokers or companies gets the security of the commission. This document is a mandatory document to hold the authority to procure your commission as an individual or company. It's valid as both buyer and seller's signatory with their consent is provided and it's a crucial legal document to avoid any sort of discrepancy when it comes to distribution of shares in a trade. IMFPA is an irrevocable and binding legal agreement between a buyer, a seller and a business broker. The fee is only paid if and when the transaction is completed. The commission and when it will be paid is determined by the aforementioned fee agreement. Usually, the fees are automatically transferred from the buyer's bank account to the business broker when the buyer pays for the product. The terms and conditions are already mentioned on it, in order to keep a check on the same.

  • Irrevocable Letter of Credit - Irrevocable Letter of Credit - It is a document issued by the buyer's bank to the seller, which guarantees payment upon presentation of the stipulated documentation. As an irrevocable document, it cannot be canceled and the buyer's bank is legally obliged to make the payment when the beneficiary satisfies the conditions set out in the letter of credit.

  • Irrevocable Confirmed Letter of Credit - It is an Irrevocable Letter of Credit Confirmed by another bank, usually in the beneficiary's jurisdiction. The Confirmation Bank is a bank that undertakes to make the payment of the letter of credit on behalf of the issuing bank when the beneficiary satisfies the conditions described in the letter of credit. Issuing Bank - The issuing bank is the buyer's bank that issues bank guarantees and letters of credit on behalf of its client.

  • KYC (Know Your Customer), an English term that means "Know Your Customer", is a set of actions and strategies within a Startup's compliance policies, and concerns the prevention of crimes such as terrorist financing, fraud of identity and money laundering.

  • LC / LOC - Letter of Credit - Letters of credit are documents issued by the buyer's bank to the seller, which guarantee payment to the beneficiary of the letter of credit (the seller), provided that the terms and conditions set out in the letter are complied with. . This usually means submitting the stipulated documentation to a bank within the set deadline.

  • LOI - Letter Of Intent - A letter of intent is a document issued by the buyer to the seller that indicates the buyer's interest in entering into negotiations with the seller, with the intention of buying cement. The letter of intent is not legally binding, but it does provide a starting point for negotiations.

  • Ocean Bill of Lading - Another term for bill of lading, referring to the transport that is carried out by ship. For more information, see “Bill of Lading”.

  • PDF - Proof of Funds - Normally, proof of resources is obtained by conducting a “soft probe” on the buyer's accounts. Proof of funds is usually required by a seller to continue negotiating a cement sale.

  • PB - Performance Bond - This is a type of bank guarantee that is issued from the seller to the buyer. Ensures that the seller will comply with the terms of the contract. Normally, issued in the amount of five percent (5%) of the total amount of the contract, a deposit may be lodged by the buyer, in the event that the seller breaks the contract and does not provide the cement that was stipulated in the contract.

  • Prime Bank - The 25 best banks in the world. These are preferred (or in most cases, even mandatory) trusted banks in the commodity trade.

  • Revolving Letter of Credit - A revolving letter of credit is a letter of credit that can be used multiple times. These financial instruments are often put in place when the seller must make multiple transfers to a buyer, allowing the seller to request payment for each shipment without the need to issue a letter of credit for each shipment.

  • RWA - Ready Willing and Able - Ready, available and fit - This is a document that is issued by the buyer's bank. The bank confirms that its client has sufficient funds in its account and is willing and able to assume the contract.

  • SBLC - Standby Letter of Credit - A waiting letter of credit is a letter of credit that acts as a guarantee from the buyer's bank that sufficient funds are in place to cover all shipping costs. Waiting letters of credit are not normally used. If a seller wishes to have payment guaranteed by the buyer's bank, a normal letter of credit is used.

  • SGS Inspection - Société General de Surveillance - Before the cement leaves the port of sale, an inspection is carried out by SGS, the most respected independent inspection company in the cement world. SGS inspections ensure peace of mind for the buyer, who may have ensured that the product is of high quality if endorsed by SGS inspectors.

  • Sight LOC - Sight Letter of Credit - This is a letter of credit paid by submitting a letter of credit, as well as supplementary documentation, as stipulated in the letter of credit.

  • SKR = Safe to hold the receipt. It is the certificate that certifies that a good or asset is properly stored safely in a bank vault or in a safekeeping house.

  • SONCAP - NIGERIA - SONCAP's goal is to identify products that pose risks to consumers in Nigeria by ensuring that order security is verified before being imported. This will help ensure protection for Nigeria's consumers against unsafe or substandard products, as well as ensuring that the country's manufacturers do not suffer unfair competition from such goods. Since September 1, 2005, SONCAP has become mandatory for products within its area of ​​operation. These products are known as Regulated Products and a failure on the part of exporters to comply with SONCAP in relation to these products can result in the rejection of goods or further testing and delays in ports in Nigeria. SONCAP is independent and complementary to any existing import process, just like the PSI. The presentation of SONCAP Certification which consists of a Product Certificate and SONCAP Certificate will be the means by which the program will be applied. Both items are mandatory authorization documents for regulated products in addition to all PSI documentation. various documents and forms requested by both parties. One of the most commonly requested but poorly understood documents is MT-799. Many cement sellers will ask the buyer for an MT-799 before providing proof of the product or proceeding with the negotiation

  • Soft Probe - It is a confirmation method used by banks so that a seller can assess a buyer's borrowing capacity. Such consultation is not recorded in the buyer's bank register and nothing more than confirmation or not of availability of balance is passed to the seller.

  • SPA (Sale and Purchase Agreement) - What is a Purchase and Sale Agreement (SPA)? A purchase and sale contract (SPA) is a legally binding contract between two parties that requires a transaction between a buyer and a seller. SPAs are typically used for real estate transactions, but are found in all areas of business. The agreement finalizes the terms and conditions of the sale, and is the culmination of negotiations between the buyer and the seller.

  • SWIFT - Society for Worldwide Inter Bank Financial Telecommunication - This is a globalized service that is responsible for facilitating communication between banks. Most payments are made via SWIF​


  • ACF - Attainable Cubic Feet or Cubic Space Allowed.

  • Acknowledgement of Receipt or Acknowledgment of Receipt - Notification related to something received.

  • Temporary admission - Special customs regime that allows the importation of goods that must remain in the Country for a fixed period, with total or partial suspension of taxes.

  • ADR - Articles Dangereux de Route or Dangerous Goods Transport.

  • AD Valorem - Insurance fee charged on certain freight or customs tariffs proportional to the total value of the operation's products (Invoice).

  • AFRMM - Additional to Freight for the Renewal of the Merchant Navy.

  • ALADI (Latin American Integration Association) - Congregation of countries that aim to establish a common Latin American market, formed by: Argentina, Bolivia, Brazil, Chile, Colombia, Cuba, Ecuador, Mexico, Paraguay, Peru , Uruguay and Venezuela.

  • Samples without commercial value - Goods represented by quantity, fragments or parts, strictly necessary to make known their nature, species and quality.

  • Warehouse or Warehouse - Covered place, where materials / products are received, classified, stored and shipped.

  • AWB - Air Waybill - Main knowledge of air transport, covering a HAWB (House Air Waybill - Air Transport Guide issued by a dispatcher).

  • Barra - Location near the port, safe, where ships are awaiting authorization to dock at the available or determined pier.

  • B / L (Bill of Lading) - Bill of lading.

  • Port side - Left side of the ship.

  • Bonded Warehousing - Bonded Warehouse.

  •  Break-Bulk - Expression of maritime transport, which means the transport of general or fractional cargo.

  • Brokerage Houses - Companies specialized in intermediating maritime chartering.

  • Bulk Cargo - Bulk cargo, that is, without packaging.

  • Bulk Carrier - Bulk carrier, that is, suitable for the transportation of bulk cargo.

  • Bulk Container - Bulk container, that is, suitable for the transport of bulk cargo.

  • Cabotage - Domestic navigation (along the coast of the country).

  • Cábrea - Equipment used in ports to lift large heavy loads or materials in works, and which consists of three piers joined at the top where they receive a pulley through which the cable passes.

  • Draft - Expression of maritime transport, which means the depth at which each ship is submerged in the water.

  • Technically, it is the distance from the water depth to the ship's keel.

  • Capatazia - It is the service generally used in ports, where autonomous professionals perform the work of handling loads.

  • CCR - Reciprocal Credit and Payment Agreement - Payment system controlled by central banks that covers the countries of ALADI and the Dominican Republic.

  • CI - Proof of Import.

  • CIDE (Intervention Contribution on Economic Domain) - Charged on oil and oil products.

  • CIP - Cariage and Insurance Paid To.

  • Consignee - Consignee. Individual or legal entity indicated in the transport document that has the right to claim the goods from the carrier, at the destination. For legal purposes, the owner of the cargo is presumed.

  • Cargo Consolidation - It consists of creating large loads from several other small ones. Results in economies of scale in the cost of freight.

  • CPC - Commerce Planning Collaboration.

  • CPT - Cariage Paid To or Paid Transport, to a specific location.

  • DAC (Certified Customs Deposit) - Special customs regime that allows the deposit in the domestic market, under customs regime, of products already sold abroad, considered exported for all tax, credit and foreign exchange purposes.

  • DAF - Delivered At Frontier.

  • Demurrage or Sobrestadia - Fine determined in the contract, to be paid by the contractor of a ship, when it takes longer than agreed in the embarkation or unloading ports. The term is also used for the daily rates to be paid by the importer after the period of free stay granted by the cargo agent / shipowner.

  • Dead line - Deadline for delivery of cargo for shipment.

  • DEQ - Delivered Ex QUAY or delivery at the pier. The seller delivers the goods to the port of destination.

  • DI (Import Declaration) - Basic document of the import clearance that must contain the importer's identification, classification, customs value and origin of the goods, among other information.

  • DSI - Simplified Import Declaration.

  • Draw-Back - Involves the importation of components, without paying taxes (IPI, ICMS, Additional Freight for Renewal of the Merchant Navy and Tax on Provision of State Transport Services), linked to an export commitment.

  • DSE - Simplified Export Declaration.

  • EADI - Interior Customs Station.

  • ELQ - Economic Logistic Quantity. It is the quantity that minimizes the logistical cost.

  • Packaging or Package - Appropriate wrapper, applied directly to the product for its protection and preservation until final consumption / use.

  • Customs warehouse - Special regime that allows the importation of foreign goods for storage in a public customs area, with suspension of the payment of taxes.

  • Industrial warehouse under computerized control - Special regime that allows the company to import, with suspension of the payment of taxes, under computerized control, goods to be submitted to the industrialization and subsequent export operation.

  • ETA - Expression of maritime transport, which means mooring day (arrival).

  • ETS - Expression of maritime transport, which means day of departure (set sail). Temporary export - Departure of products from the country, for a specified time, with 

  • suspension of the payment of taxes, including export taxes, subject to their reimportation in the state in which they were exported.

  • FCL - Full Container Load.

  • FCR - Forwarder Certificate of Receipt.

  • Feeder - Maritime service to feed the hub port or to distribute the loads concentrated in it.

  • Feeder Ship - Supply ships.

  • FIO - Free In and Out or exempt from taxes on embarkation and disembarkation - Expenses for embarkation are for the exporter and those for disembarkation for the importer. No responsibility of the Shipowner.

  • Freight Payable at Destination - Similar to freight collect, however, it can only be paid at the destination.



Group E

  • EXW - Ex Works - the goods are delivered to the seller's establishment, at a designated location. The buyer receives the goods at the place of production (factory, plantation, mine, warehouse), on the agreed date; all expenses and risks are incumbent upon the buyer, from the withdrawal at the designated location to the final destination; the seller's obligations and liability are minimal.


Group F

  • FCA - Free Carrier - Franco Carrier or Free Carrier. The seller's obligation ends when he delivers the goods, cleared for export, to the custody of the carrier appointed by the buyer, at the designated location; customs clearance is the responsibility of the seller.

  • FAS - Free Alongside Ship - Free on the Ship's Side. The seller's obligation is to place the goods next to the ship's side at the quay of the designated port of embarkation or on transhipment vessels. With the advent of Incoterms 2000, the clearance of the merchandise becomes the responsibility of the seller, unlike the previous version when it was the responsibility of the buyer.

  • FOB - Free on Board - Free on board the ship. The seller, at his own risk, must place the goods on board the ship indicated by the buyer, at the designated port of shipment. It is up to the seller to attend the export formalities; this formula is the most used in Brazilian exports by sea or domestic waterway. The use of the FCA clause will be used, in the case of using road, rail or air transport

Group C

  • CFR - Cost and Freight - Cost and Freight. Expenses resulting from placing the goods on board the ship, freight to the designated port of destination and export formalities are borne by the seller; the risks and damages of the merchandise, from the moment it is placed on board the ship, at the port of embarkation, are the responsibility of the buyer, who must contract and pay the insurance and expenses with disembarkation. This term can be used only for sea transport or domestic river transport. The term CPT will be used when the means of transport is by road, rail or air.

  • CIF - Cost, Insurance and Freight - Cost, Insurance and Freight. Universally used clause in which all expenses, including maritime insurance and freight, until the arrival of the goods at the designated port of destination are borne by the seller; all risks, from the moment it crosses the ship's rail, at the port of shipment, are the buyer's responsibility; the buyer receives the goods at the port of destination and bears all expenses, such as unloading, taxes, fees, customs duties. This modality can only be used for maritime transport. The term CIP should be used for cases of road, rail or air transport.

  • CPT - Carriage Paid To - Transport Paid To. The seller pays the freight to the indicated destination; the buyer assumes the burden of risk of loss and damage, from the moment the carrier assumes custody of the goods. This term can be used regardless of the form of transport, including multimodal.

  • CIP - Carriage and Insurance Paid to - Transport and Insurance Paid to. The freight is paid by the seller to the agreed destination; the responsibilities are the same as those indicated in the CPT, plus the payment of insurance up to the destination; the risks and damages fall to the buyer's responsibility when the carrier assumes custody of the goods. This term can be used regardless of the form of transport, including multimodal.


Group D

  • DAF - Delivered At Frontier - Delivered at Fonteira. The delivery of the goods is made at a point before the customs border with the neighboring country cleared for export, but not cleared for import; from that point on, the responsibility for expenses, losses and damages rests with the buyer.

  • DES - Delivered Ex-Ship - Delivered to the Ship. The seller places the goods, not cleared, on board the ship, at the designated port of destination, at the buyer's disposal; until it reaches its destination, the seller is responsible for loss and damage. This term can only be used when dealing with maritime transport.

  • DEQ - Delivered Ex-Quay - Delivered at the Wharf. The seller delivers the goods not cleared to the buyer, at the designated port of destination; the seller is responsible for the costs of delivering the goods to the port of destination and unloading at the pier. This Incoterm provides that it is the buyer's responsibility to clear the goods for import and to pay all formalities, taxes, fees and other expenses related to the import, unlike the Incoterms 1990.

  • DDU - Delivered Duty Unpaid - Delivered Unpaid Rights. It consists in the delivery of goods within the buyer's country, unloaded; the risks and expenses up to the delivery of the goods are borne by the seller, except for those arising from the payment of duties, taxes and other charges resulting from the import.

  • DDP - Delivered Duty Paid - Deliver Paid Rights. The seller complies with the terms of negotiation by making the goods available in the country of the importer at the agreed place cleared for import, but without the commitment to make the disembarkation; the seller assumes the risks and costs related to taxes and other charges until the delivery of the goods; this term represents the maximum obligation of the seller as opposed to the EXW.







Brasilia, August 2017


Important news for anyone involved in the trading of papers (assets) and commodities, involving both buyers and sellers, still left for intermediaries.

From now on, if a KYC, ICPO, LOI, RWA, BCL or any legal document is issued and the product does not exist, the buyer must inform IICC, Central Bank of Brazil, USA, European Central Bank, Interpol, Central Intelligence Agency (CIA).

In addition, after an FCO is sent to the BUYER, it must give a formal response to the SELLER.

If there is no response from the buyer, the selling company must also report to the FBI, the ICC and Interpol.

Infringing parties will also be reported for information abuse in KYC, NCND, LOI, ICPO AND RWA OR BCL

The governments of South America, Europe, the United States and other countries, from now on, regard such irresponsible attitudes as a FEDERAL offense.

Please notify all offices and professionals working in this market.

From now on, international laws will be strictly enforced, aiming to punish and exclude from the market all intruders who send false information.

Those who submit false documents such as: KYC, NCND, IMFPA, LOI, ICPO, RWA, BCL, FCO, as well as FALSE PRODUCT TESTS, will be charged with a crime.

This decision came into effect on August 17, after 1 meeting held between the Central Bank of Brazil, USA, European Central Bank, Interpol, Federal Bureau of Investigation (FBI) and (CIA) Central Intelligence Agency.

This measure aims to protect trading with commodities and paper assets, which is an important part of the economy.



Brazilian Central Bank

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