draf contract

Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX

Date:

1

XXXXXXXXXXXXXXX

SALES AND PURCHASE AGREEMENT

Between

Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXX

Referred to as “SUPPLIER”

And

Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Referred to as “BUYER”

TRANSACTION CODE: EFH/OIPM/xxxxxxxxxxxxxxxxx

SUPPLIER CODE: BUYER CODE:

xxxxxxxxxxxxxxxxxxxxxx

This Agreement entered into by and between:

SALES AND PURCHASE AGREEMENT

EFH/OIPM/ XXXXXXXXXXX

REF: XXXXXXXXXXXX


Date:

2 XXXXXXXXas OIL PRODUCT MANAGER Mrs.XXXXXXXX (hereinafter referred to as “Supplier”).

And

XXXXXXXXXXX legal represented by Dr.XXXXXXX (MANAGING DIRECTOR) (hereinafter referred to as

“Buyer”).

Whereas, the parties mutually accepted to refer to General Terms and Definitions, as set out by the INCOTERM

Edition 2010 with latest amendments, having the following terminology fully understood and accepted

DEFINITIONS:

Metric Ton: A measure of weight equivalent to one thousand kilograms (1,000 kg)

Commodity: Commodity: Is referred to as being “xxxxxxxxxx”, elsewhere in this Agreement

also referred to as “product or “xxxxxxxxxxxxxxx”, which specification is

detailed in the Annex “A” which is an integral part of this Agreement.

Days: Means a calendar day, unless differently specified

Month: Means a Gregorian calendar month

Calendar quarter: Period of three (3) consecutive months commencing on 1st January, 1

st April, 1

st

July or 1st October

ASTM: American Society for Testing and Materials, is the institute, internationally

Recognized, that approved all standards, Testes and procedures used in Oil

Industry and to be referred in this agreement to the latest revised edition with

amendment in forces to date.

Outturn: Is the quantity and quality of the product ascertained, according to the ASTM

procedures, on completion of the discharge operations. The so determined

outturn quantity and quality is the base on which the amount will be computed

for the payment of the product effectively delivered to the Buyer.

Bill Of Lading : Is the official document, issued at the load port after completion of the loading

operations, stating the ship’s loaded quantity, expressed in Cubic Meters (Cub

Meters) and in Metric Ton (MT) expressed as per above definitions. This

document has to be signed in original by the ship’s Master and made out in

accordance with the instruction hereinafter specified in this agreement.

Discharge Terminal: Is a safe port / berth designated by The Buyer as final receiving destination.

C.I.F.: Cost Insurance and Freight is strictly referred to in the interpretation defined

by the INCOTERMS Edition 2013 with latest Amendment.

Delivery Date: The date mutually accepted by both Seller and Buyer as the date on which the

nominated international surveyor company has ascertained the quantity and

quality of the product pumped into he Buyer’s designated discharge terminal

facilities.

Execution Date: Is the date of this day, in which the Seller will receive undersigned by Buyer

Hard Copy return. The Seller informs per fax about this date the Buyer.


Date:

3

Proof of Product`: Document issued by authority entity and should be confirmed with

responsibility.

Country of Origin: Russia

CLAUSE 1 – SCOPE OF CONTRACT

1.1 Supplier and Buyer, under full corporate authority and responsibility, respectively represent that one

part is a lawful owner of the commodity in quantity and quality as hereunder specified, and the other has

the full capability to purchase the said commodity.

CLAUSE 2 – COMMODITY

2.1 xxxxxxxxxxxxxxxx, having the contractual minimum guaranteed specifications as per Annex “1”

herewith attached as integral part of this agreement.

CLAUSE 3 – QUANTITY

3.1 The total contractual quantity of the commodity sold, and purchased under this agreement

xxxxxxxxxxxxx METRIC TONS (xxxxxxxx MT) per year, xxxxxxxxxxxxxx(xxxxxxxxxx MT) per month

in a basics 12 (Twelve) months contract, with a variation plus / minus (5%) five percent at Supplier’s

option, with rollover and extensions, specified quantity is equivalent to one month’s supply to be repeated

for xxxxxxxxxxxxx METRIC TONS (xxxxxxxxxxx MT) each month – Delivery as per “Delivery Schedule

of the Goods” Annex “2”.

3.2 Supplier and Buyer hereby agree to deliver and accept the above quantity in partial shipments, with

reference to provisions set out in Clause 9.

3.3 That the contract quantity of xxxxxxxxxxxMETRIC TONS (xxxxxxxx MT) per year, xxxxxxxxxx

METRIC TONS (xxxxxxxxx MT) per month, shall be delivered in accordance with the “Delivery

Schedule of the Goods” Annex “2”.

3.4 The first date Delivery will be mutually agreed by the Supplier and Buyer and the subsequently will

follow the “Delivery Schedule of the Goods” Annex “2”.

3.5 That the validity of the allocation assignment, as reported in the above clauses 3.1 and 3.2 is subject to the

acceptance by the Supplier of the Buyer’s financial instrument (MT 103 Conditional).

CLAUSE 4 – TIME PERIOD

4.1 Consecutive calendaring months under the following terms and conditions.

4.2 The delivery shall take place immediately under the following conditions: In the working time the

product will be supply in about 5 – 7 working days upon the acceptance of the buyer’s financial

instrument (MT 103 Conditional) but in a case of force majeure the product will be supply in a

maximum time of 20 – 45 days.

4.3 The time period shall commence to count from the date on which the nominated international Surveyor

Company has ascertained the quantity and quality of the first batch Loaded at the Seller’s designated

Load terminal facilities.


Date:

4 4.4 The time period for the conclusion of each monthly supply shall terminate once the final batch of the

current monthly lot has been assessed at the Buyer’s designated discharge port. However, the time period

between the first and the final batch not to exceed thirty (30) days.

CLAUSE 5 – QUALITY

5.1 For the full duration of the load, the Supplier guarantees that the quality of the product sold will conform

to the guaranteed specifications as reported on Annex “1” which constitutes an integral part of this

agreement.

CLAUSE 6 – PRICE

6.1 The price shall be fixed throughout the one year contract at Net xxxx USD per MT Gross xxx USD$ per

MT CIF xxxxxxxxxxxxxxxxx

6.2 The Buyer undertakes to nominate the discharge port(s) the above.

6.3 The price referred as the agreement to be paid in Unite State Dollars (USD).

CLAUSE 7 – PAYMENT & BANKING.

1. Buyer issues ICPO with full contact and bank details.

2. Supplier issues draft CONTRACT AND PROFORMA INVOICE for negotiation. Buyer and seller sign

and seal after mutual agreement. (The contract and the invoice signed and sealed are sent to the banks).

3. Upon de signature of the FINAL CONTRACT AND THE PROFOMA INVOICE with transaction code

reference number, Buyer's Bank issue for each cargo one MT 103 with CONDITION (to check and verify

the documents and the product, including the Dip Test Authorization) and REVOLVING. Send via Swift

to the supplier’s bank, with copy to supplier’s secure E-mail address at XXXXXXXXXXXXXwith the

copy stamped on top of the Swift page or Bank Letter headed paper with the same coordinates as the

Swift document.

4. Upon confirmation of the MT 103 CONDITIONAL the Supplier Issue immediate the following:

Supplier deposit 2% PB.

All the documents regarding to the product at following:

a) The Dip Test Authorization, tank storage, receipt and survey report made by SGS or IASC

b) Tanker Ullage report at loading port, with time log and Shipmaster report.

c) Certificate of Origin, countersigned by a local Chamber of Commerce.

d) Notice of readiness (NOR) lodged by Shipmaster at loading port, countersigned for acceptance

by terminal’s representative.

e) Signed commercial invoice, based on the delivered quantity/quality, showing name of vessel date

of completion, loading quantity and state of delivery.

f) Master sample receipt at loading port.

g) Any other documents pertaining or related to the current trip, duly by the authorized Buyer’s

persons.

h) Certificate of Insurance Coverage with payment confirmation issued by Insurance Company.

i) Plus all the documents that may be require by the buyer.

POP Documents


Date:

5 Copy of license to export issued by the Ministry of Energy.

Copy of registration with Ministry of Justice -Export Duty Control.

Copy of statement of allotment availability of the product by the refinery.

Copy of the refinery commitment to produce the product.

Copy contract to transport the Product to the Port.

Copy of the Port Storage agreement.

Copy of the charter party agreement(S) to transport the product to the discharge port.

Assignment of ownership documents.

Seller issues SGS Q/Q certification, Tank Storage Receipts and Dip Test etc.

5. Buyer will receive within a short time, all relevant documents of the POP after the confirmation of the

Conditional MT103/23, Once the buyer has received all the documents, he has 5 (five) banking days to

check and verify the product and all the documents (Including the DIP test).

6. Once the DIP TEST is done successfully, the supplier issues COMMERCIAL INVOICE to the buyer.

When the Buyer approves all the documents the product will be loaded into the vessel. Buyer receive the

Charter Party agreement with the shipping company, the insurance (110% of the value of the product)

and the Q88 of the vessel.

7. Supplier issues Bill of lading within 24 hours upon completion of vessel loading.

8. After the vessel is completely loaded and before the vessel undocks the port, Buyer instructs his bank to

release the payment (the MT103/23). The title is issued to the name of the buyer.

CLAUSE 8 – COPY (VERBIAGE MT 103 CONDITIONAL AND REVOLVING)

Copy MT 103 conditional (revolving) to SUPPLIER

MT 103 CONDITIONAL EXAMPLE MODEL (FOR BANK):

QUOTE

MT103 (CONDITIONAL – REVOLVING) VERBIAGE:

TO:

Bank:

S.W.I.F.T.:

Account Number:

Account Holder:

FROM:

Bank Officer:

Phone Number:

Fax Number:

S.W.I.F.T.:

Account Number:

Account Holder:

BY THE ORDER OF:

TRANSACTION CODE:

REFERENCE CONTRACT NUMBER:

BUYER’S CODE:

SELLER’S CODE:

WE, _____________ , HEREBY PRESENT OUR IRREVOCABLE, DIVISIBLE, ASSIGNABLE, AND CALLABLE CASH BACKED

S.W.I.F.T. WIRE TRANSFER MT 103/FIELD 23 CONDITIONAL IN YOUR FAVOR FOR THE ACCOUNT


Date:

6 OF (________________) IN THE AMOUNT OF ____________ USD$ FOR THE PURCHASE OF _____________ PRODUCT

HEREIN DESCRIBED BY VERIFICATION FOR THE FOLLOWING DOCUMENTS.

LIST OF THE DOCENTS:

j) The Dip Test Authorization, tank storage, receipt and survey report made by SGS or IASC

k) Tanker Ullage report at loading port, with time log and Shipmaster report.

l) Certificate of Origin, countersigned by a local Chamber of Commerce.

m) Notice of readiness (NOR) lodged by Shipmaster at loading port, countersigned for acceptance

by terminal’s representative.

n) Signed commercial invoice, based on the delivered quantity/quality, showing name of vessel date

of completion, loading quantity and state of delivery.

o) Master sample receipt at loading port.

p) Any other documents pertaining or related to the current trip, duly by the authorized Buyer’s

persons.

q) Certificate of Insurance Coverage with payment confirmation issued by Insurance Company.

r) Plus all the documents that may be require by the buyer.

POP Documents

Copy of license to export issued by the Ministry of Energy.

Copy of registration with Ministry of Justice -Export Duty Control.

Copy of statement of allotment availability of the product by the refinery.

Copy of the refinery commitment to produce the product.

Copy contract to transport the Product to the Port.

Copy of the Port Storage agreement.

Copy of the charter party agreement(S) to transport the product to the discharge port.

Assignment of ownership documents.

Seller issues SGS Q/Q certification, Tank Storage Receipts and Dip Test etc.

THIS S.W.I.F.T. IS CONDITIONAL UPON CERTIFIED THE ABOVE DOCUMENTS.

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND

ARE FROM A LEGAL SOURCE.

THIS IRREVOCABLE S.W.I.F.T. IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE CASH

PAYMENT AGAINST CONDITIONAL THE VERIFY OIL PRODUCT DOCUMENTS OUR ACCEPTANCE FOR THE PURCHASE

AND DELIVERY.

INSTRUMENTS:

CURRENCY: UNITED STATES OF AMERICA DOLLARS

TERM: OIL PRODUCT _________________________________________

THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, AND CALLABLE S.W.I.F.T. WIRE TRANSFER IS VALID FOR

TEN (10) BANKING DAYS FROM ____ DAY OF ________ 2013 AND UNTIL THE ____ DAY OF _______ 2014 17: 00 HRS

CENTRAL EUROPEAN TIME.

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO

BANK CREDIT INSTRUMENTS.


Date:

7 ___________________________ ______________________________

BANK OFFICER BANK OFFICER

NAME NAME

TITLE TITLE

With revolving added the formula “the value of this instrument will be re-open every month till the end of the

present contract "

UNQUOTE

CLAUSE 9 – DELIVERY

9.1 The Supplier warrants to perform delivery of the transacted Commodity on CIF, inside customs out turn

quality and quantity basis at the loading port.

9.2 Buyer shall specify the port(s) of discharge in accordance with the approved quarterly or monthly

delivery schedule, as “ANNEX – 2”

9.3 In accordance with the provisions set out in the above clauses 3, the Seller and Buyer hereby acknowledge

that the quantity of delivery xxxxxxxxxx METRIC TONS (xxxxxxxxxx MT) per year, xxxxxxxxxxx

METRIC TONS (xxxxxxx MT) per month (+/-5%).

9.4 Buyer will have the option to change his designated discharge port, provided that written notice is given

to the Seller, of at least thirty (30) calendar days prior to the estimated ship’s arrival at the former

scheduled nominated discharge port.

9.5 Seller to notify the Buyer of the chartered ship’s particulars (general dimensions, cargo system

arrangement, maximum unloading capacity rate, cargo tanks capacities at 98% loaded, manifolds sizes

and reductions available on board). This information must be provided to the Buyer at least five (5) days

prior to the Seller’s vessel nomination, so as to assure compliance at the Buyer’s discharge port.

9.6 Seller shall ensure timely arrival of the ship to the discharge port in conformity with the approved

schedule.

9.7 Vessels chartered by Supplier shall in all respects meet port rules and regulations in terms of

seaworthiness, fire and common safety, ballasting operations and discharge rates, otherwise, all and any

damages caused by non-compliance with such rules and regulations shall be imposed on the Supplier.

9.8 Vessel to be accepted by Buyer and such acceptance shall not be unreasonably withheld. However, the

Supplier’s chartered vessel shall comply with the three Major Oil Company’s requirements and shall be

TOVALOP/PANDI registered.

9.9 Supplier’s chartered vessel(s) will arrive at the loading port with her tanks in a prepared state for fitness

and cleanliness inspection.

9.10 The tanker’s Master shall advise the Buyer and Ship owner’s Agent at the port of discharge, the ship’s

ETA 120 hours before her arrival, her name, tonnage, flag, draught, on board quantities and actual time

of arrival 48, 36, 24,and 12 hours before her arrival to the port of discharge.

9.11 The Seller’s chartered vessel may arrive at the designated load port with slops in one or two tanks. It is

the sole and exclusive option of the Seller to perform LOT (Load on Top) procedure or keep said amount


Date:

8 of slops segregated from the incoming cargo. In the event of any LOT procedure, Seller will arrange

that said tanks containing the slops will be sampled separately. One of the reasons to invoice at Loading

Port based on real and contracted quality/quality.

CLAUSE 10 – INSPECTION – QUANTITY/QUALITY DETERMINATION.

10.1 Supplier and Buyer mutually agree that an internationally recognized first class independent Surveyor

Company shall be appointed at both designated loading port, to assess the quality and quantity of the

cargo according to the provisions herein stated. The Supplier will pay the total ‘Inspection fee, as per the

surveyor’s invoice. If Buyer is appointing his Surveyor acceptable to the Seller all cost will be borne by

Buyer’s account.

10.2 Quantity and quality assessments, conducted by the appointed Surveyor Company, shall be in accordance

with methods and procedures usually used in the oil industry practice and however, at all times shall

strictly comply with the revised ASTM/IP International standards and procedures enforced at the date of

compliance.

10.3 For converting volumes, from observed to standard temperatures, and volumes to weights, ASTM tables,

latest revised edition, have to be used.

10.4 The quantity of each shipment of oil shall be assessed, by the surveyor at the loading port on completion

of each loading operation, on the basis of shore figures, or as otherwise stipulated by clauses 10.5 of the

contract.

10.5 This assessed quantity will be used for computing the amount to be paid to the Supplier, applying the

price as per clause 6.1, 6.2, 6.3 and 7.3 in the contract. The formula referred to in clause 7.3 has been

modified to compute the value of each single batch, as follows:

BV= [P*Q] +/-5%

Where:

BV : denotes the value of the single loaded batch

Q : denotes the quantity of the single loaded batch

P : denotes the price obtained as clause 6.1 above

10.6 In the event of there being an inaccuracy with the devices used to measure the quantity received at the

discharge port (failure of flow meters, meter banks and/or other devices) the, manual shore tank

measurement shall be applied. Should the surveyor report that the above is the case and in his opinion the

shore tanks are not calibrated in accordance with the ASTM Standards and procedures, then ship’s

figures TCV ( Total Calculated Volume ), applied to valid VEF (Vessel Experience Factor), shall be used

to come to the delivered quantity of the current batch.

CLAUSE 11 – INSURANCE

11.1 Supplier, at his own expense, shall procure a policy with a first class Marine Insurance Institute to cover

the 110% (one hundred and ten percent) of the value of the cargo. Designating the buyer or to the title

holder of the product as the beneficiary o the insurance policy.

11.2 The insurance policy will cover all risks of loss or damages to said vessel, including war, hijacking,

explosion etc, from the time cargo has passed the ship’s manifold flanges at the discharges port.

11.3 Marine Insurance, will cover all risks of loss or damages to said cargo, including war, hijacking, explosion


Date:

9 etc, until cargo commence to pass the ship’s manifold flanges at the unloading port.

CLAUSE 12- PERFORMANCE BOND (PB)

The Supplier’s Bank, upon receipt of Buyer’s MT 103 CONDITIONAL & REVOLVING (MT 103) will

issue a Performance Bond for Two Percent (2%) value of monthly shipment / according to each cargo

amount.

The format of the Performance Bond shall be in accordance with the latest ICC URDG458 (International

Chamber of Commerce Uniform Rules for Demand Guarantee)

In the event of Non-performance by the Supplier’s PB will be called up by the Buyer, the Seller will

instruct his bank to issue a new PB within a period of 48 (forty-eight) hours having the same tenor as the

previous one. Should this be the case, all future payments due by the Buyer will be suspended until such

time that the new PB has been placed.

CLAUSE 13 - SANCTIONS (NON PERFORMANCE)

13.1 Should either party fail to comply with any of their obligations to the other party related to the

CONTRACT, then the suffering party will have the option to the declare non-performance against the

defaulting party.

13.2 Failure by either party to take action against the other, in case of the other party’s non-compliance with

obligations or conditions set forth with this contract, shall not be interpreted as a waiver to take action

for a subsequent non-compliance of the same or other obligations or conditions.

CLAUSE 14-CLAIMS

14.1 Any claims that either party may have, due to an occurrence, has to be submitted to the other party

within a period of two (2) months from the date of that occurrence.

14.2 In the event that the quality of any one of the delivered batch fails to comply with the contractual

specifications, then the Buyer shall have the option to accept the said batch at a lower price being

negotiated and accepted by the Buyer, prior the loading..

14.3 Under normal circumstances, if within thirty (30) calendar days from date of the discharge of vessel the

Buyer fails to inform the Seller confirming the non-compliance, the commodity will be deemed to have

been accepted by the Buyer and no claim will be accepted by the Seller.

14.4 All claims will be done in writing and both parties agree to acknowledge such claims by written

acceptance thereof.

CLAUSE 15-TAXES, OBLIGATIONS AND IMPORTS

15.1 The Supplier shall pay all and any taxes, duties, related to the performance of this contract and collected

up to the nominated loading port.

15.2 The Buyer shall pay all and any taxes duties, related to the performance of this contract and collected at

the discharge port.

CLAUSE 16- LIABILITY EXEMPTIONS

16.1 Neither Supplier nor Buyer shall be liable for failure to perform, any or all of the provisions set out in this


Date:

10 contract, if the performance has been delayed, hindered or prevented by reason of any cause that may

be, even though the affected party exercised due diligence.

16.2 Supplier shall not be liable where such failure or delay is cause by force majeure being any event,

occurred by circumstance reasonably beyond the control of that party, including without prejudice to the

generality of the foregoing failure or delay caused by or resulting from Acts of God, strikes, fire, floods,

wars,(whether declared / undeclared), riots, destruction of the materials, delays or carriers due to break

down or adverse weather, perils of embargoes, accidents, restrictions imposed on by any Governmental

Authority (including allocations, requisitions, quotas and price controls).

16.3 No reduction or suspension in the deliveries or receipt of Oil due to any of the reasons set forth above,

shall extend the term of this contract or terminate the same, However, any of the parties, may terminate

this contract by written notice to the other, if any of the aforementioned circumstance(s) persist for more

than thirty (30) days. The suffering party will have the right to declare for claiming damages as a breach

of Contract if reason not satisfied.

16.4 The certificate issued in original by the competent recognized authority shall be deemed as-proof for the

claim force majeure and this duration.

CLAUSE 17 – APPLIABLE LAW

17.1 The English law of the United Kingdom shall govern all matter relating to the validity, interpretation or

performance of this contract.

CLAUSE 18 – BREACH

18.1 Subject to clause 15 hereof, in case of failure of the Supplier or Buyer to comply with any of the

obligations assumed under this contract, shall entitle the other party, without prejudice to any other

recourse available to it, to consider such failure as a breach f this contract and terminate the same, or to

unilaterally suspend its performance until such failure is corrected and in both cases, may claim direct

damages for the breach of this contact.

CLAUSE 19 – ARBITRATION

19.1 All disputes arising in connection with the present contact shall be settled in an amicable way firstly.

Should no agreement be reached by the parties, then the case shall be brought for final settlement under

the rules of Conciliation and Arbitration of the International Chamber of Commerce in London, United

Kingdom by one or more arbitrators in accordance with the said Rules.

19.2 Each Party shall appoint one arbitrator, Nothing in the agreement shall be construed to prevent any

Court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in

aid of any arbitration commenced (or to be commenced) pursuant to the Section. Judgment upon the

award rendered by the Arbitrator(s) could be entered in the Court having jurisdiction hereof.

19.3 Neither party shall fail to comply in a timely way with the obligations of this part to be performed in a

pursuance to this contract although a dispute has arisen and proceeded to arbitration.

19.4 Findings as assessed by the designated third Arbitrator, (Assigned by one Arbitration Tribunal – London

– in agreement with between both parties) without any possibility of recourse, will be final and binding on

both parties.

CLAUSE 20 – SPECIAL CONDITIONS.


Date:

11 20.1 Buyer warrants that is has exerted and shall continue to exert its best efforts to avoid any action, which

might be in any manner detrimental to Supplier’s interest in the negotiation, execution and performance

of this contract.

20.2 The parties hereby agree that all terms, which are not specifically confirmed and agreed upon in this

contact, have to be referred to the general rules of the ICC INCOTERMS Edition 2000 with latest

amendments.

20.3 The delivery schedule must report the dates of shipments, names of vessels (if not available it will be

sufficient to state “TBN” – To Be Nominated) and the quantity to be loaded.

20.4 Confidentiality, Non- Disclosure/Non Circumvention:

20.4.1 The undersigned Parties do hereby accept and agree to the provisions of the International

Chamber of Commerce for Non-Circumvention and Disclosure with regards to all and every one

of the Parties in this transaction.

20.4.2 To include but not limited to the buyer, seller, their agents, mandates, nominees, assignees and all

the intermediaries party to this agreement/contract. With preliminary acceptance in written

from Buyer & Seller forming part of the Contract.

20.4.3 This agreement shall be kept in the strictest confidence between them for at least five (5) years

from the date hereof.

20.5 DOCUMENTS

20.5.1 A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Loading made out “Clean on Board”

marked “Freight Prepaid”. The B/L to be signed in original by the ship’s Master and “blank”

issued or endorsed for the destination, identification of the loaded cargo with quantity expressed

in US barrels at 60 degrees Fahrenheit and Metric Tons.

20.5.2 Original quantity and quality certificates plus two (2) copies as issued at loading port by an

independent surveyor company nominated by Seller.

20.5.3 Tanker allege report at loading port original plus 2 (two) copies with time log and Shipmaster

report.

20.5.4 Certificate of Origin plus two (2) copies countersigned by a local Chamber of Commerce.

20.5.5 Notice of readiness (NOR) lodged by Shipmaster at loading port originals plus 2 (two) copies

countersigned for acceptance by terminal’s representative.

20.5.6 Signed commercial invoice, based on the delivered quantity/quality as determined by clause 9.4

of this contract showing name of vessel date of completion loading quantity and state of delivery.

20.5.7 Master sample receipt at loading port original plus 2 (two) copies.

20.5.8 Any other documents pertaining or related to the current trip, duly by the authorized Buyer’s

persons.

20.5.9 Certificate of Insurance Coverage with payment confirmation issued by Insurance Company.

CLAUSE 21 – LAYCAN – LAYTIME – DEMURRAGES


Date:

12

21.1 LAY-CAN

21.1.1 Supplier and Buyer hereby agree on a quarterly delivery schedule specifying.

21.1.2 Every fifteenth (15) day of the third (3rd

) month of the current quarter, next quarter delivery

schedule shall be agreed upon by the parties.

21.2 LAYTIME

21.2.1 Buyer warrants the discharge port. .

21.2.2 Notice of readiness (NOR) shall be given, on ship’s arrival at the Buyer’s designated discharge

port(s), by the ship’ Master to Buyer and/or Agent, by radio, cable or by hand, at anytime

including Saturdays, Sunday and holidays.

21.2.3 LAYTIME shall commence upon the expiration of six (6) hours after tender of notice of

readiness, or upon vessel being all fast in berth, whichever is earlier.

21.2.4 Time spent for customers/health/port authority formalities, pilot age from anchorage area to

berth, mooring, or crossing river mouth, not to count as LAYTIME.

21.3 DEMURRAGES

21.3.1 Demurrages at first load ports, if any and if caused by Buyer’s nominate terminal, will be paid

by the Supplier to the Buyer at sight, at first and simple written request, Conversely, if

demurrages have been caused by the Buyer’s load terminal then the corresponding amount shall

be carne by the Buyer to be paid to the Supplier at sight, at first and simple written request.

21.3.2 Demurrages amount shall be computed at the Buyer.

21.3.3 Demurrages will be based on daily rate of pro-rata thereof.

21.3.4 Date of arrival not interested to know from Supplier.

CLAUSE 22- LETTER OF INDEMNITY

22.1 In case the Supplier are not able to deliver to the Buyer in due time the full set of original bills of lading of

each cargo’s batch, then the Seller has to provide the Buyer with a hard –copy of a letter of indemnity of

temporarily missing original bills of lading.

22.2 Wording of this letter of indemnity to be acceptable to the Buyer and shall cease to have effect upon

presentation of the original bills of lading.

22.3 In the event of unusual circumstances which prevent the Seller from presenting to the Buyer the original

bills of lading within a THIRTY (30) days period, the Seller agrees to provide the Buyer and the Buyer

agrees to accept a second and subsequent letter of indemnity covering the cargo batch in question.

CLAUSE 23- ASSIGNMENT

23.1 Supplier/Buyer mat at any time assign this contract total performance hereof to any other Company,

acceptable to the Buyer that assumes the obligations of the Seller/Buyer under the terms of the

assignment. Formal notice of the assignment shall be rendered to the Buyer/Seller, expressly indicating


Date:

13 thereon the assignee’s address. Previously to assignment must to be submitted to the other party with

full details, and to be acceptable in writing.

CLAUSE 24- GENERAL

24.1 This agreement contains the entire understanding between the parties with respect to the transactions

contemplated hereby and can only be amended by a written agreement. Any prior agreement, written or

verbal is deemed merged herein and shall be superseded by this agreement.

24.2 This agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be

deemed to be an original.

24.3 The article and other headings in this agreement are for convenience only and shall not be interpreted in

any way to limit or charge the subject matter of this agreement.

24.4 All signed appendices, annexes and supplements shall constitute an integral part of the present Contract.

24.5 With the exception of cases specifically mentioned in the present contract, neither party may be held

liable for indirect limited losses resulting from non-performance of the obligations hereunder.

24.6 Conditions that have not been specified in the present contract shall be governed by INCOTERMS and

subsequent amendment related to CIF designated discharge port on inside customs and outturn

quantity/quality basis.

24.7 EDT (Electronic Documents Transmissions) shall be deemed to be valid and enforceable in respect of the

provisions of this contract, either party shall be in position to request a hard copy of any previous

electronic transmitted document.

24.8 Grammatical mistakes, typing error, if any, shall not be regarded as contradictions.

24.9 Any information contained herein shall keep confidential and shall not be subsequently disclosed to third

parties or reproduced in any way.

CLAUSE 25- PARTIES LEGAL DETAILS

25.1 SUPPLIER

SUPPLIER

Company Name

Address

Telephone

Email

25.2 BUYER

BUYER

Company Name

Address

Telephone

Fax

Email


Date:

14

CLAUSE 26-BANKING DETAILS

26.1 SELLER’S BANK DETAILS

26.2 BUYER’S BANK DETAILS

CLAUSE 27- OTHERS

27.1 Name of the Bank is given to our potential client in confidence to receive the MT 103/23 Conditional, no

more no less,, so any movement in side of the bank will be consider in breach of the rules of our oil

product contract therefore will be consider NULL and VOID without recourse.

CLAUSE 28- ATTACHMENT OF THE CONTRACT

28.1 The parties hereby agreed to attach of present Contract “ANNEX” s follow: All attached “ANNEX” are

integral part of the present Contract.

1) “ANNEX 1” SPECIFICATION OF THE PRODUCT

SELLER’S BANK

BENEFICIARY BANK

Bank Address

Account Number

Company name

SWIFT CODE

BUYER’S BANK

Bank Name

Bank Address

Bank Account

Account Number

Bank Officer

Swift

Phone


Date:

15

xxxxxxxxxxxxxxxxxx

“ANNEX 2 “

SCHEDULE OF THE DELIVERIES OF THE GOODS

Schedule of Deliveries of the Goods

DELIVERY

From April 2014

QUANTITY

MT

+/-5%

Port of Load

CIF

Date of Vessel

To March 2015

CIF xxxxxxxx

September 2014 25,000 MT

475,000 MT

CIF xxxxxxx

October 2014 500,000 MT CIF ASWP

November 2014 500,000 MT CIF ASWP

December 2014 500,000 MT CIF ASWP

January 2015 500,000 MT CIF ASWP

February 2015 500,000 MT CIF ASWP

March 2015 500,000 MT CIF ASWP

April 2015 500,000 MT CIF ASWP

May 2015 500,000 MT CIF ASWP

June 2015 500,000 MT CIF ASWP

July 2015 500,000 MT CIF ASWP

August 2015 500,000 MT CIF ASWP

With rolls, and extensions from date:

_______________ Until :

____________

Period of months

_____________

CLAUSE 29- NCND AGREEMENT


Date:

16 29.1 Parties hereby confirm with full corporate responsibility, under penalty pf perjury, that period of

present Contract, from date 1st May 2007 (ICC 1983 EDITION Paris, of Non Circumvention, and Non

Disclosure Agreements. Parties not sign separately contract, without all the Contract’s Parties will be

present. Parties are agreeing to help each other, in any situation, and to issue all necessary information

on time. Parties hereby confirm that not give any information about present contact for third Parties

working together in present signed Contract, for contracted period.

CLAUSE 30- CONCLUSION

30.1 The Present Contract is compiled in containing (15) Fifteen pages, and (3) Three ANNEX Pages, all

together the total Contract pages are (18) Eighteen pages. The Contract is in English, all concerned

parties deem this Electronically Transmitted Contract enforceable after signature and amended point

by the Buyer party Hard Copy of the Contract is requested.

BUYER’S WITNESSED BY

SUPPLIER’S WITNESSED BY