Free commodity trade templates | SPA, LOI, ICPO, NDA and 12 more.
Every document you need to move a physical commodity deal from first introduction to final settlement. Editable Word (DOCX) drafts and print-ready PDFs, free for registered members.
What these templates are not: they are not bank instruments, not proof of product or funds, and not a substitute for qualified legal counsel.
- CIS (Company Information Sheet)
- LOI or ICPO (buyer intent / purchase order)
- SCO, then FCO (seller's soft and full offer)
- SPA (binding sales and purchase agreement)
- LC or SBLC (bank payment instrument; estimate with the LC Cost Calculator, see the letter of credit guide)
Introduction & Discovery
Establish who you are dealing with and pass KYC.
Offer & Intent
Move from indicative interest to a binding commercial offer.
Buyer's formal statement of intent to purchase, with target volumes, delivery terms and preferred payment instrument.
Buyer's binding purchase order confirming product, spec, quantity, price, payment and banking coordinates.
Seller's binding offer: complete specification, price, Incoterms, delivery schedule, payment terms and procedures.
Non-binding indicative offer with product, origin, quantity, price basis (Incoterms), delivery window and payment outline.
Confidentiality & Fee Protection
Protect the deal chain, the information, and every intermediary's commission.
Bilateral confidentiality: protects specifications, pricing, banking and end-buyer/end-seller identities.
ICC-style non-circumvention clause preventing parties from bypassing each other or introduced counterparties.
Standalone commission agreement locking in payable fees per unit to every intermediary in the chain.
Combined non-circumvention and fee-protection agreement in a single executable document.
Formal appointment of a mandate or agent acting on behalf of a principal seller or buyer, with scope, authority limits and commission.
Financial & Compliance Instruments
Prove funds, bank capability and end-use so the deal can be lifted and cleared.
Buyer's bank-issued confirmation of available funds sufficient to cover the transaction value.
Bank-issued letter confirming the buyer's bank is ready, willing and able to issue the payment instrument (LC/SBLC/MT760) on the buyer's behalf.
Buyer's declaration of the ultimate destination and end use of the goods, signed and often notarised or chamber-attested.
Contract
The master agreement that governs every shipment.
Post-Contract & Settlement
Reconcile invoices, quality and quantity after each shipment.
Seller-issued adjustment document reducing the invoice amount for short weight, off-spec quality, price allowances or returns.
Buyer or seller issued adjustment document increasing the amount payable for additional costs, demurrage, price escalation or under-delivery penalties.
ICPO vs LOI vs SPA vs FCO vs NCNDA+IMFPA: which document binds you?
These five documents appear in almost every physical commodity deal chain and are routinely used in the wrong order. Only the SPA and the NCNDA+IMFPA pair are normally intended to be binding contracts.
| Document | Legally binding? | Typical stage in the deal | Common misuse |
|---|---|---|---|
| FCO (Full Corporate Offer) | No. A seller's offer, usually expressly subject to contract | Step 1: seller responds to an enquiry with price, quantity and Incoterm | Treated as proof the seller holds the cargo. An FCO evidences nothing about title or allocation. |
| ICPO (Irrevocable Corporate Purchase Order) | No, despite the word irrevocable. It is a buyer's expression of intent | Step 2: buyer confirms interest against the FCO | Demanded before any documentation is shared, and used to harvest buyer letterheads and banking details. |
| LOI (Letter of Intent) | Generally no, except confidentiality and exclusivity clauses inside it | Step 2 alternative, common in refined products and metals | Signed with soft commitments then relied on as a contract when the SPA never follows. |
| SPA (Sales Purchase Agreement) | Yes. This is the contract that governs the transaction | Step 3: after price, quality, inspection and payment terms are agreed | Signed with an unspecified quality spec, no inspection regime, or payment terms that no bank will issue against. |
| NCNDA + IMFPA | Yes, between the parties that sign it. It does not bind the seller's bank | Alongside the SPA, to protect intermediaries and fix commission | Circulated with an open deal chain, so the same cargo is offered by ten mandates and no principal will engage. |
Red flags to check before signing
- A quality specification that says "as per international standard" with no named method (GAFTA, FOSFA, ASTM, ISO) and no tolerance.
- No named independent inspector or inspection point, or inspection results that are final at load port only with no discharge remedy.
- Payment terms no bank will act on: "MT103/23", "SBLC for lease", "prime bank instrument", "non-operative LC to be activated".
- Commission payable by the seller's bank rather than out of proceeds under a signed IMFPA held by the paying bank.
- Signature blocks with no company registration number, no authorised signatory title, and a free email domain.
- An ICPO or LOI demanded before any corporate or cargo documentation is exchanged.
- Price materially away from the market, which is a trade-based money laundering indicator; screen the parties with the sanctions screening workflow first.
Last reviewed against ICC model contract practice, September 2026. Templates are drafting aids, not legal advice.
How to use these templates
These templates are designed for professional physical commodity traders. Every deal follows a predictable sequence: discovery, negotiation, contract, and settlement. Using standardized formats like the ICPO or SPA ensures clarity and reduces risk for all parties involved, including buyers, sellers, and intermediaries.
Numerical Example: Typical Deal Flow: SPA to Settlement
A standard sequence for a bulk commodity transaction. Each step requires specific documentation to move the deal toward successful loading and payment.
Frequently asked questions
What is the difference between an LOI and an ICPO?
An LOI (Letter of Intent) states a buyer's interest and proposed terms and is usually non-binding. An ICPO (Irrevocable Corporate Purchase Order) is a firmer purchase order stating product, quantity, price and payment terms, issued in response to a seller's offer.
What is the difference between an FCO and an SCO?
An SCO (Soft Corporate Offer) is a preliminary, usually non-binding indication of what a seller can supply. An FCO (Full Corporate Offer) sets out full commercial terms and, once accepted, leads to the SPA.
Is an ICPO legally binding?
Despite the word irrevocable, an ICPO is generally not enforceable as a sales contract on its own. The binding obligations are in the signed SPA and the bank instrument. Enforceability depends on the wording and governing law, so take legal advice.
What is the recommended order of commodity trade documents?
CIS, then LOI or ICPO, then SCO and FCO, then the SPA, then the LC or SBLC. NCNDA and IMFPA agreements are signed early where intermediaries are involved.