Course 05 of 20 · Coffee Desk Academy

Purchase & Sale Contracts

Stage A, Coffee market foundations. Level 3 of 10.

Drafting and reading fixed-price physical contracts under trade association rules, covering quality, shipment, tolerance and default clauses, and stopping short of fixation mechanics, which belong to course 14.

129 chapters · 12 modules · every chapter one 8 to 10 minute explainer · builds on: Course 02, Course 03, Course 04

Enrol or enquire See the 129 chapters
How a chapter is delivered

One chapter is one idea taken to the point of use

Each chapter covers one idea to the point where you can use it, and comes two ways: a narrated explainer, and a deep dive audio discussion of around thirty minutes that works the same material at depth.

Self-paced throughout, and the same chapters can be taught as a cohort. Chapters run in order: each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

12 modules · 129 chapters

Open any module for its full chapter list, in teaching order.

M0 The Fixed-Price Coffee Contract as an Instrument Ch 1-10
  1. The Contract Note Behind a Twenty-Container Trade
  2. Trade Association Forms as Inherited Drafting
  3. The Gap Between the Association Rules and the Contract Note
  4. Three Seats: Exporter, Merchant and Roaster
  5. Fixed Price Now, or Price to Be Fixed Later
  6. Dismantling a Shipment Clause Sentence by Sentence
  7. At Seller's Option, Subject To, and Words That Hand Over a Choice
  8. When the Contract Note and the Association Rules Disagree
  9. Prompt, Afloat, Spot and In-Store as Contract Words
  10. What the Grade Sheet and the Quotation Already Settled
M1 Formation, Parties and the Binding Moment Ch 11-20
  1. Firm Offer, Counter and the Point of No Return
  2. The Exporter's Mark Is Not the Exporter's Balance Sheet
  3. The Broker Standing Between Two Principals
  4. Brokerage, Commission and Who Carries It
  5. Who Inside a Roasting Company Can Commit a Crop Year
  6. Conditions Precedent on a Forward Crop-Year Purchase
  7. String Sales: One Lot, Several Contracts, One Delivery
  8. Assignment, Novation and the Acquired Counterparty
  9. Side Letters and the Concession That Becomes the Habit
  10. Notices, Secrecy and the Provisions Nobody Argues About
M2 Describing the Coffee in Words That Bind Ch 21-33
  1. Turning a Cup Score and Defect Count Into a Contract Line
  2. Sale by Description Against Sale on Sample
  3. The Approved Type Sample and What It Binds
  4. Subject to Approval of Sample: a Right the Seller Granted
  5. Pre-Shipment, Shipment and Arrival Samples
  6. Fair Average Quality of the Crop as a Standard
  7. Screen Size, Defect Allowance and Preparation in the Words
  8. Cup Wording: Clean, Fine and Strictly Soft
  9. Which Lines of the Description Carry a Remedy
  10. Appointing the Analyst and Settling Where Samples Are Drawn
  11. Allowance, Rejection or Replacement Tender
  12. Certified and Traceable Lots as Drafted Covenants
  13. The Deforestation Data Covenant in a European Sale
M3 Quantity, Weight and the Tolerance Band Ch 34-44
  1. Expressing the Lot: Bags, Net Weight and Containers
  2. Shipped Weight or Delivered Weight on the Invoice
  3. The Tolerance Band and Why Bagged Coffee Needs One
  4. Who Picks the Final Weight Inside the Band
  5. Full Container, Part Lot and the Split Shipment Clause
  6. Several Marks in One Contract and the Substitution Right
  7. Declaring the Final Bag Count and the Deadline
  8. Short Delivery, Over Delivery and the Remedy Each Attracts
  9. Spreading a Crop-Year Purchase Across Shipment Months
  10. First Refusal Over the Following Crop
  11. The Weight Basis Line and the Conversion It Hides
M4 The Fixed-Price Clause Ch 45-53
  1. What a Fixed-Price Clause Must State to Be Payable
  2. The Flat Figure and the Currency It Is Agreed In
  3. A Flat Price With a Differential Already Inside It
  4. What a Fixed Price Locks and What It Leaves Open
  5. Price to Be Fixed as the Other Branch
  6. Allowances and Bonuses Bolted to the Flat Price
  7. Charges Sitting Between the Price and the Invoice
  8. Rounding, Decimals and the Cent That Multiplies
  9. Export Levies, Taxes and Withholding in the Price Line
M5 Delivery Terms, Shipment and Arrival Ch 54-66
  1. Choosing the Delivery Term for a Bagged Lot
  2. Free on Board at a Named Origin Port
  3. Free Carrier at the Mill Gate and the Stuffing Question
  4. Cost and Freight, and Cost Insurance Freight, to a Discharge Port
  5. What the Insurance Line Must Actually Say
  6. Delivered and Ex-Warehouse Sales at Destination
  7. Shipment Contract Against Arrival Contract
  8. The Shipment Period and the Latest Permitted Date
  9. Proving Shipment: the Date on the Bill of Lading
  10. Extending the Shipment Period: Who Grants and Who Pays
  11. Failure to Ship Inside the Window
  12. Title and Risk, Drafted as Two Separate Moments
  13. Optional Destinations and the Declaration Clause
M6 Packing, Marks and the Container Clause Ch 67-74
  1. The Packing Clause: Jute, Sisal and Bag Weight
  2. Liners, Barrier Bags and Moisture Protection as Duties
  3. Bulk-Lined Containers Against Bagged Stowage
  4. Marks, Lot Numbers and Identifying the Bags
  5. Fumigation, Taint and Container Condition
  6. Stuffing, Sealing and the Certificate Issued at Origin
  7. Who Funds Packing Materials and Reconditioning
  8. Condensation, Transit Time and Where That Risk Sits
M7 Payment, Security and Credit as Drafted Ch 75-84
  1. What the Payment Clause Has to Fix
  2. Cash Against Documents and the Payment Trigger
  3. Open Credit Granted to a Roaster
  4. The Letter of Credit as a Contract Obligation
  5. Failure to Open the Credit on Time
  6. Advances and Prefinance Mentioned in a Purchase Contract
  7. Set-Off, Deduction and Payment in Full
  8. Interest on Late Payment, as Drafted
  9. Retention of Title Until the Invoice Clears
  10. Security Calls and Suspension When Credit Deteriorates
M8 Options, Direction and the Grant Register Ch 85-95
  1. Every Option in a Coffee Contract Is a Grant
  2. Listing Every Option in a Signed Lot and Who Holds It
  3. The Seller's Side: Weight, Mark, Port and Vessel
  4. The Buyer's Side: Approval, Destination and Extension
  5. Latitude the Drafting Grants to Nobody
  6. Testing a Clause at Both Ends of the Crop Year
  7. Possessive Wording That Puts You in the Wrong Seat
  8. Reading Every Heading Against the Clause Beneath It
  9. Three Unlabelled Coffee Extracts, Attributed
  10. What an Entitlement Is Roughly Worth to Its Holder
  11. The Option Summary a Successor Trader Reads
M9 Excuse, Default and Remedies as Drafted Ch 96-108
  1. The Force Majeure Article in a Coffee Sale
  2. A Short Crop Is Not Automatically an Excuse
  3. Port Strikes, Export Bans and Licence Withdrawal
  4. Notice, Mitigation and the Duty to Resume Loading
  5. Allocating a Short Delivery Among Several Buyers
  6. What This Paper Calls Default
  7. Close-Out and the Difference Account
  8. Establishing the Market Price the Clause Refers To
  9. Insolvency, Cross-Default and the Unshipped Balance
  10. Mutually Agreed Cancellation and What It Settles
  11. A Stated Sum for a Missed Tranche
  12. Indirect Loss, Caps and the Roaster's Lost Production
  13. The Claim Window That Closes Before the Coffee Is Cupped
M10 The Arbitration Clause and the Governing Law Ch 109-117
  1. Choosing the Association Forum
  2. Drafting for Both Kinds of Reference
  3. The Seat, the Rules and the Language
  4. One Sample-Approval Clause Under Two Legal Systems
  5. Origin Rules a Chosen Law Cannot Displace
  6. Naming the Rule Set by Edition, Not by Habit
  7. Choosing a Forum With the Counterparty's Assets in Mind
  8. Expert Determination for a Narrow Grading Dispute
  9. Suspension, Posting and Reputation in a Small Trade
M11 Negotiating, Closing and Working the Contract Ch 118-129
  1. Reading an Unfamiliar Exporter's Standard Conditions
  2. The Standing Position Sheet, Origin by Origin
  3. Confirming a Prompt Container in Ten Minutes
  4. Negotiating a Crop-Year Supply Agreement
  5. Compliance, Anti-Bribery and Labour Undertakings
  6. A Worked Colombian Purchase, Part One: the Terms Agreed
  7. A Worked Colombian Purchase, Part Two: the Shipment That Slipped
  8. A Worked Robusta Sale to a European Roaster
  9. The Obligation Diary a Signed Note Creates
  10. Where This Treatment Kept the Contract Deliberately Simple
  11. What Good Drafting Cannot Protect a Coffee Desk From
  12. Where the Shipment, Claim and Fixation Threads Continue

The brochure gives each of these 129 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 5 of twenty

It stands alone, and it is also the entry point to the Coffee Desk Academy pathway.

Enrol or enquire See the whole pathway