Standard Terms of Sale & Export Agreement

ART 01 Scope, Definitions & Incoterms® 2020

These Standard Terms of Sale govern all commercial export transactions concluded between Fibrana Bio Corporation (hereinafter the "Seller"), registered under the laws of the People's Republic of Bangladesh with corporate offices and export manufacturing facilities servicing Chattogram Port (BDCGP) and Mongla Port (BDMGL), and the corporate purchasing entity identified in the corresponding Proforma Invoice (hereinafter the "Buyer").

All international commercial delivery terms shall be interpreted in strict conformity with the ICC Incoterms® 2020 rules. The standard terms offered by the Seller are:

• FOB (Free on Board) Chattogram / Mongla: The Seller fulfills delivery obligations once cargo crosses the ship’s rail or is loaded on-board the designated feeder or mother vessel at Chattogram Seaport. The Buyer assumes all ocean freight, marine cargo insurance, and transit risk from the date of the on-board Bill of Lading.
• CFR (Cost and Freight): The Seller pays all internal transportation, export customs clearance, terminal handling charges (THC), and ocean freight to the named foreign discharge port. Marine cargo risk passes to the Buyer upon on-board loading at Chattogram.
• CIF (Cost, Insurance, and Freight): The Seller provides CFR services plus marine cargo insurance adhering to Institute Cargo Clauses (C) or (A) as mutually contracted in the Proforma Invoice.

ART 02 Proforma Formation & Bangladesh Bank EXP Form

A binding sales contract is established upon the Buyer's unconditional written counter-acceptance of the Seller’s official Proforma Invoice (PI) within its stated validity period (standard: 14 banking days from issuance), followed by the receipt of an operative Letter of Credit or agreed advance TT remittance.

In accordance with the Foreign Exchange Regulation Act, 1947 and Bangladesh Bank's Guidelines for Foreign Exchange Transactions (GFET), all outbound shipments require an electronic EXP Form issued through the Seller's Authorized Dealer (AD) commercial bank and registered with the National Board of Revenue (NBR) Customs System prior to port gate-in.

Any material delay by the Buyer in supplying operative documentary credit that prevents EXP Form certification shall automatically extend the agreed shipment schedule without penalty to the Seller.

ART 03 Pricing, Currency & Quantity Tolerances

All contract prices are denominated in United States Dollars (USD) unless explicitly agreed in writing to be EUR or GBP. Unit prices represent dry-bale net weight or per-piece sacking unit prices ex-Chattogram Port.

• Quantity & Value Tolerance: Standard international maritime shipping tolerance of ±5% in quantity and total contract amount shall apply to all containerized orders to account for bale compression variance and maritime freight stowage limitations.
• Minimum Order Quantity (MOQ): One Full Container Load (1 × 20' FCL or 1 × 40' HQ Container). Less-than-Container-Load (LCL) orders are not accepted for raw jute or heavy sacking goods due to maritime contamination hazards.
• Taxes & Port Duties: All taxes, export cess, terminal gate charges, and statutory fees levied within the People's Republic of Bangladesh are for the Seller's account. All duties, import tariffs, customs clearance charges, and taxes in the country of destination are strictly for the Buyer's account.

ART 04 Quality Specifications & Moisture Regain Standards

Jute is a natural, hygroscopic bast fiber. All products supplied by the Seller adhere to International Jute Study Group (IJSG) and Bangladesh Jute Mills Association (BJMA) export standards:

Food-Grade Batching Oil Compliance: All food-grade grain and cocoa sacking bags are manufactured exclusively with hydrocarbon-free, non-toxic vegetable-based batching oil conforming strictly to IJSG 98/01 and Codex Alimentarius standards, certified free from mineral oil hydrocarbons (MOH/MOSH/MOAH).

ART 05 Pre-Shipment Quality & Weight Inspection (PSI)

To eliminate cross-border disputes, every container shipment is subject to independent Pre-Shipment Inspection (PSI) conducted at the manufacturing mill or the port stuffing terminal prior to customs sealing.

• The Buyer is entitled to nominate an internationally accredited inspection agency: SGS Bangladesh Ltd., Bureau Veritas, or Intertek.
• The PSI surveyor shall verify piece count, bale weight, moisture percentage via oven-drying or calibrated electronic moisture meters, breaking strength, sewing integrity, and stencil marking accuracy.
• The surveyor's issued Certificate of Quality, Quantity & Weight shall be deemed conclusive evidence between parties regarding conformity at the port of loading. Inspection charges are borne as stipulated in the Proforma Invoice.

ART 06 Export Packaging, Baling & Tare Deductions

Sacking goods are packed in export hydraulic compressed bales containing 300 to 500 bags per bale, tightly bound with anti-corrosive heavy-gauge steel hoops or galvanized iron straps over heavy protective jute wrapper fabrics.

Tare Weight Allowance: For gross-for-net settlement, standard trade tare deduction for binding iron hoops and outer burlap wrapping covers shall be applied at actual certified tare weights or a mutually accepted standard deduction of 1.5% of gross bale weight.

ART 07 Shipment Schedule, Ocean Bills of Lading & Demurrage

Shipment schedules are stipulated in weeks or calendar months following the receipt of an operative Letter of Credit or advance deposit.

• Port of Loading: Chattogram Seaport (Port of Chittagong - UN/LOCODE: BDCGP) or Mongla Port (BDMGL), Bangladesh.
• Transshipment: Feeder vessels ex-Chattogram transship export containers via regional deep-water transshipment hubs (Singapore, Colombo, Port Klang, or Tanjung Pelepas). Transshipment must be expressly permitted under all shipping contracts and LCs.
• Bill of Lading: Only clean, on-board ocean Bills of Lading issued by an internationally recognized shipping line or its registered agent shall be presented. The date of on-board loading stamped on the B/L constitutes the legal date of shipment.
• Demurrage & Container Detention: Free-time for container detention at destination port shall be arranged by the Buyer with the ocean carrier. The Seller bears no liability for container demurrage, quay rent, or storage fees incurred at the destination port.

ART 08 Payment Terms & Letter of Credit (LC) Covenants

Payment must be executed via one of the following two approved instruments:

1. Irrevocable Letter of Credit (LC) at Sight: Opened through a first-class international bank, confirmed if requested by the Seller, and payable 100% at sight against presentation of complying shipping documents. The LC must be subject to the Uniform Customs and Practice for Documentary Credits (UCP 600). Refer to our Letter of Credit Guide for precise MT700 wording.
2. Telegraphic Transfer (T/T): Minimum 30% advance deposit with the Proforma Invoice, with the remaining 70% balance payable against presentation of non-negotiable shipping document copies prior to surrender or telex release of the original Bills of Lading.

All banking fees, remittance commissions, and advising charges incurred outside Bangladesh are strictly for the account of the Buyer.

ART 09 Force Majeure & Hardship

Neither party shall be held liable for failure or delay in performing contractual obligations if such failure arises from circumstances beyond reasonable commercial control, conforming to the ICC Force Majeure Clause 2020.

Events of Force Majeure include, but are not limited to: acts of God, catastrophic monsoons or riverine flooding in the Ganges-Brahmaputra delta impairing raw jute transport, war, civil commotions, port strikes, quarantine embargoes, government export bans or quotas enacted by the Ministry of Textiles and Jute, or marine casualty involving the carrying feeder vessel.

The affected party must notify the counterparty in writing within seven (7) business days of the occurrence with authenticated evidence issued by the relevant Chamber of Commerce.

ART 10 Claims, Notice Periods & Binding Arbitration

Notice of Claim: Any claim regarding packaging defect, short weight, or physical condition must be filed in writing with the Seller within fourteen (14) calendar days following discharge of cargo at the destination port. Failure to lodge formal notice within this window constitutes unconditional acceptance of the shipment.

In the event of a quality or weight claim, the Buyer must preserve intact at least 10% of the disputed goods in original unopened bales and call for a joint survey conducted by an internationally recognized surveyor (such as SGS or Lloyd’s Agency) at the discharge port.

Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract that cannot be settled amicably within thirty (30) days shall be referred to and finally resolved by arbitration administered by the Bangladesh International Arbitration Centre (BIAC) in Dhaka, Bangladesh, or the Singapore International Arbitration Centre (SIAC), under its commercial arbitration rules. The language of arbitration shall be English.