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LAWRENCEVILLE HWY, #8173, LILBURN, GA 30047Стр 1 из 5Следующая ⇒
LAWRENCEVILLE HWY, #8173, LILBURN, GA 30047
SALES AND PURCHASE CONTRACT AGREEMENT TTOGHANA WATERS NIGERIA LIGHT CRUDE OIL BY AND BETWEEN EQUILIBRANT VENTURES INC / SISLTD { HEREINAFTER REFERRED TO AS SELLER } AND ……………………………………………………………………….. { HEREINAFTER REFERRED TO AS BUYER }
CONTENT: Definitions: Notices Principals Banking: Master Fee Protection Agreement Conclusions Declarations and Signatures
Definitions “Bill of Lading'The official document, issued at the load port after completion of the loading operations, stating, among other things, the ship's loaded quality, expressed in Cubic Meters (M3) and in Metric Tons (MT) or barrels per the definitions herein. This document has to be signed in original by the ship's Master and made out in accordance with the instruction hereinafter specified in the agreement. “CIF’Strictly as referred to in the interpretations defined by INCOTERMS, Edition 2000 with latest amendments. “Loading Date' “The date mutually accepted by both the SELLER and the BUYER as the date on which the nominated international Surveyor Company has ascertained the quantity and quality of the product pumped into the Buyer's designated vessel. “Platt's'Platt's McGraw Hill, London is the organization internationally recognized and accepted who publish official market prices of petroleum products on a daily basis. “Execution Date' the date on which the SELLER and the BUYER receive their respective faxed copies of this agreement, or as may be indicated otherwise in The Agreement. “API/ASTM' Standards referenced to this Agreement are those in effect as at July 1st 1993. In the event that such Standards are subsequently revised or modified or new standards are issued, the new revised or modified standards will apply. Each party must advise the other party to this Agreement, within three (3) months after such revision, new or modified Standards are introduced and until such this standards shall be used. “Affiliate'shall mean any company or corporation of seller or buyer which owns directly or indirectly fifty (50) percent or more of the shares carrying voting rights of such party (party company) and any company or corporation other than such party of which such parent company or such party owns directly or indirectly fifty (50) percent or more of the shares carrying voting rights. “NNPC shall mean Nigerian National Petroleum Corporation. “Agreement' shall mean the Crude Oil Sales / Purchase Contract of which these specific provisions agreed between Buyer and Seller form the conditions of Sales and Purchase. “API'shall mean American Petroleum Institute. “ASTM' shall mean American Society for Testing and Materials. “Barrel'shall mean a volume of forty-two (42) US gallons corrected for temperature to (60) degrees Fahrenheit. “Cargo' shall mean any particular quantity of the oil loaded into vessel as set out in this agreement includes Part Cargo “Completion of Discharge'shall, in respect of a cargo, mean the final disconnection of vessel's discharge hose(s) following the discharge thereof. “Day' shall mean calendar day “Discharge Port(s)' shall, in respect of a cargo, mean the port(s) nominated by buyer and accepted by seller for discharge of such cargo in accordance with the agreement. “Dollars' or'“USD' or'“US Dollars' shall mean dollars of the United States of America. “Grade' shall mean any grade of the oil specified in the agreement. “LAYTIME' shall have the meaning as that given to it in paragraph 15 of this agreement. “Metric Ton' shall mean unit of weight equal to one thousand (1000) Kilograms and 7.57 Barrels shall be equal to one (1) metric Ton, measured at 60 degrees Fahrenheit. “Month'shall mean a calendar month. “Oil'shall mean crude oil specified in this agreement. “Port Cargo'shall mean when a cargo is discharged in more than one Discharge Port or received by more than one receiver at the Discharge Port. “Party' shall mean either Seller or Buyer. “Parties' shall mean Seller and Buyer jointly. “Transshipment' shall mean the transfer of the oil from a vessel into another vessel. “Vessel' shall mean the ship whether owned or chartered or otherwise obtained by seller and employed by seller to ship the oil to the discharge port. “Gallon' A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters, all measured at 60 degrees F. “Commodity' Referred to as being Bonny Light Crude Oil, elsewhere in the agreement also referred to as Bonny Light, which Specifications, as specified by NNPC will be furnished by the SELLER and added as Appendix' “A' to this contract agreement.
THE PRODUCT The product offered by the Seller and accepted by the Buyer is Bonny Light Crude Oil that shall be lifted from NNPC Bulk approved equity agent's share Off OPEC Record.
QUANTITY The Seller shall be supplying a quantity of about One -TwoMillion (1 - 2,000,000) Barrels per month for twelve (12) months, (with possible rolls and or extensions), +/- 5% of crude oil. Both parties may agree on additional monthly deliveries as available (rolls and or extensions).
QUALITY Quality of Product will be as per NNPC export grade specification, only water and basic sediment (B.S&W) ascertained at the port of loading shall be deducted in computing the net quantity of the Crude Oil loaded and certified in the Bill of Lading, as per the inspection certificate issued at the supply Port by' “SAYBOLT' or' “SGS', which shall be final and binding upon the parties.
TECHNICAL SPECIFICATIONS 4.1. All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of the quality inspection unless otherwise stated. The Crude Oil to be supplied under the present agreement shall be in conformity with the specification and the responsibility of the Seller and inspection at the port of loading.
4.2. If the specification of the product as per inspection for NNPC Export Grade fails to conform with the Bonny light Crude Oil specification, as agreed to in the contract, the price per barrel shall decrease by USD 0.02 (two United States Cents) for each 1/10th (one tenth) of a percent above 0.15% wt., Sulfur for the Crude Oil.
MEASUREMENT AND SAMPLES 5.1. Measurement of quantities and the taking of samples for the purposes of determining the quality of the product shall be carried out at the port of loading in accordance with the general practices as accepted in the Oil industry, which Saybolt or SGS or any other licensed independent petroleum inspectors mutually appointed by the Parties hereto shall adhere. 5.2. All product temperature corrections shall adhere to the latest revision of the table of measurement of the ASTM and API. Invoice quantity shall be determined at the loading port from appropriate cargo hold measurement and shall exclude water and sediment, if any in excess of the maximum specification determined by ASTM methods. Quantity and quality to be confirmed before discharging into the Buyer's shore tank facilities.
DELIVERY TERMS 6.1. The terms of the delivery for this agreement shall be of TTO GHANAwaters basis. Any terms not covered by this agreement shall be covered by INCOTERMS 2000.
6.2. The parties also hereby agree that the Seller will notify the Buyer after programming for loading in a timely manner with all necessary vessel information that will enable Buyer to confirm and keep contact with the vessel and knowing its exact ETA (as will be required by the Buyer.)
6.3 The Seller will nominate/load a vessel and inform buyer for mutual agreement on TTO location - Ghana.
TITLE AND RISK OF LOSS Title and risk of loss or damage to the Crude Oil shall pass from Seller to Buyer at the TTO location when the full cargo and commission payment have been made, and documents have been changed into buyer’s name.
INDEMNITY SELLER expressly declares and warrants that all products sold and delivered to the BUYER under this Agreement are free from all encumbrances, and not derived from illegal/criminal sources.
9. PRICE, CREDIT PERIOD & CURRENCY 9.1. The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on standard barrels and under “Dated Brent' as in the Platt's Oil gram Report.
9.2. The applicable currency in respect of payment for the Cargo shall be United States Dollar (USD).
9.3. The price shall be calculated on the three (3) days average mean quotation, one day before the date of loading, the day of loading, and the day after day of loading. 9.4. The Discount shall be: v USD $12.00 Gross v USD $8.00 Net to the Buyer Commission: USD$4.00 TOTAL: v $2.00 per barrel to Seller’s side v $2.00 per barrel to Buyer’s side
PAYMENT TERMS 10.1. The payment will be in US Dollars and made by Irrevocable, Transferable, Confirmed Letter of Credit (ILC) from a Buyer’s Bank (TOP World Prime Bank) to the Seller’s Nominated Bank covering the monthly shipment amount in US Dollars. The validity date of the ILC should be agreed in between the banks. 10.2. Quantity, as assessed at loading port by the Independent Inspector or Surveyor Company, and price as determined as per this agreement, will be used to compute the Seller's invoice. However, should the SGS or similar test for quality and quantity taken at the discharge port at the expense of the Buyer be significantly different from the test results from load port, the discharge port tests shall be deemed applicable for payment purposes. 10.3. In case the amount of the Seller's invoice is lower than the amount of the LC, only the invoicing amount will be paid from this credit. 10.4. Any shortage of payment relative to the Seller's commercial invoice shall be settled by means of Debit Notes or supplementary Invoice as the case may be, and the amount settled by its addition to the next month's Letter of Credit. 10.5. In case that in some month the sum of the Debit Note from the previous month plus the value of the monthly million barrels to be loaded overcome the value of the Letter of Credit, the Seller will have the option to require from the Buyer to increase the amount of the LC or to reduce the quantity to be loaded, so as to cancel the difference, and this will not be deemed a contract default. 10.6. On the last shipment and final delivery of the contract the above-mentioned difference shall immediately be settled at sight at the time of payment by SWIFT transfer. 10.7. All Payments shall be made at sight immediately, as per herein, on out-turned barrels, payable 100% upon presentation of Documents . 10.8. In the event payment due date falls on a Saturday or a New York banking holiday other than a Monday, then payment will be affected on the preceding New York banking day. If the payment due date falls on a Sunday or a Monday, which is a banking holiday in New York, then the payment shall be effected on the next New York banking day. 10.9. Buyer shall instruct its bank to advise the seller's bank by SWIFT or tested telex quoting the value date of the transfer, the amount, the invoice number and the clearing bank, if any. Such advice is to be sent in due time so as to enable Seller's bank to credit Seller with value on due date. 10.10. All documents drawn under and in compliance with the Terms of the Letter of Credit shall be duly honored upon presentation, unless otherwise stated. The Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credit (1993 revision, International Chamber of Commerce, Paris Publication No. 500). 10.11. All Payment instruments will be presented at the issuing Bank for payment, as in this contract agreement terms and conditions and the deliveries and payment are effectuated according to the terms herein. 10.12. The format of the Letter of Credit shall be agreed in between the Seller’s and the Buyer’s Bank and shall meet international standard requirements. 10.13. The Seller and the Buyer each shall be responsible for their own bank charges. 11. BERTH & LOADING PORT 11.1. The Seller shall provide and make necessary arrangements at loading port to enable the vessel safe entry and exit. 11.2. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and applicable regulations of governmental, local and port authorities at the loading port are executed, including piloting cost. 11.3BUYER’S PORT OF DISCHARGE: N/A.
12. TTOGHANA WATERS PROCEDURES: Seller issues MATB and invites buyer’s supercargo to board loaded vessel in Nigeria waters for confirmation of product. Buyer immediately secures NNPC or NAVY tugboat for boarding the supercargo in Nigeria waters. Seller takes the buyer’s supercargo onboard the pregnant vessel. 3. Upon confirmation of product and receipt of attestation from the captain, buyer instructs their bank to issue blocked funds of USD$500,000.00 (Five Hundred Thousand Dollars) to seller’s nominated bank, for logistics and documentation. WARRANTIES The Sellers warrants that it has the clear and qualified rights to sell or otherwise dispose of the Cargo as offered to him, which is the subject matter of this Contract Agreement and that the Cargo is clear of all liens and encumbrances.
DOCUMENTS 14.1. The following documents will be handed over to the Buyer for confirmation that the product has been discharged: · Original and 3 copies of commercial invoice. · Full set of 3 original and non-negotiable copies of bill of lading · 1 original and 3 copies of Certificate of Quantity (at discharge port) · 1 original and 3 copies of Certificate of Quality (at discharge port) · 1 original and 3 copies of Certificate of Origin · 1 Original and 3 copies of master's receipt of samples · 1 Original and 3 copies for master's receipt of each one-copy document, excepting commercial invoice · 1 Original Ullage report issued at loading terminal. · 1 Original and 3 copies of cleanliness report at loading port. · 1 Certificate of Ownership 14.2. Any other documents pertaining or related to the current transaction, duly signed by an authorized person(s) and as required by and specified in the RLC.
15. TAXES, DUTIES & CHARGES 15.1. The Seller shall pay ordinary agency fees, towage, piloting and similar port charges, port duties and other taxes against Vessel at the loading Port. 15.2. The Buyer is the importer of record and shall comply with all applicable government regulations governing said importation, procure all necessary licenses and permissions, and shall pay or cause to be paid all duties and taxes for its importation.
FORCE MAJEURE 16.1. Neither the Seller nor the Buyer shall be responsible for any failure to fulfill their respective obligation under the Agreement if fulfillment has been prevented or curtailed by any circumstances whatsoever which are beyond the reasonable control of the Seller or the Buyer as the case may be including without prejudice to the generality of the foregoing. 16.2.Compliance with any order, demand or request of any government or of any international, nation, port, transportation, local or other authority or agency or of anybody or person purporting to be or to act for such authority or agency. Any strike, lockout or labor dispute, adverse weather, perils of the sea or embargos. 16.3. Delays of the vessel due to breakdown provided always that nothing contained herein shall relieve the Buyer of any of its obligations to make payments due to the Seller under the Agreement by the due dates or according to the provision of paragraph which obligations are absolute. 16.4. In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer shall have the right to cancel the Contract, partially or in total. In such a case, none of the parties hereof shall have the right to any compensation for possible losses from the other party. 16.5. The party seeking relief under (a) of this paragraph shall advise the other party as soon as practicable of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress cessation of those circumstances. 16.6. The certificate issued by the respective Chambers of Commerce in the country where Force Majeure arises shall be sufficient proof of such circumstances and their duration.
LIABILITIES AND PENALTY 17.1. After receiving a Letter of Credit from the Buyer, delay exceeding the validity of the Letter of Credit, shall be considered as a non-performance on the part of the Seller. 17.2. Except as expressly provided in the Agreement, neither Seller nor Buyer shall be liable for any indirect or consequential losses which may be suffered or alleged to have been suffered by the other party.
ASSIGNMENT 18.1. Neither Seller nor Buyer may assign its rights to this Contract without the prior written consent of the other party. Buyers shall be entitled to assign its rights to an affiliate or joint venture partner with written consent of the Seller. No such assignment shall relieve the assigning party of their obligations under this Contract. Notice of any such assignment shall be given promptly by the party effecting the assignment to the other party to this Contract. Any assignment not made in accordance with the forgoing provisions shall be void. 18.2. If assignment is agreed to, a Formal Notice of the Assignment shall be submitted to the Buyer/Seller which will contain the Assignee's Company Name, Company Address, Spokesperson / Official to contact and their telephone and Phone / fax numbers
GENERAL PROVISIONS 20.1. The parties hereby agree that this Contract shall become valid and operational if and when signed and sealed in counterparts and until both parties have fulfilled their obligations. 20.3. The headings appearing in the Agreement are for convenience only. 20.4. Any modification or addition to the Agreement shall be made in writing.
NOTICES Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to the Agreement shall be sufficiently made if sent by post (by email if email is possible) postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission to the address of the party specified for this purpose in the Agreement.
AMENDMENTS AND WAIVERS 22.1. This Agreement shall not be amended or modified or any provision thereof waived, except in writing and accepted by both parties. 22.2. Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect any other provision herein.
INSURANCE 23.1. Seller shall bear the expense to procure a policy with a first class Marine Insurance Institute to cover one hundred and ten percent (110%) of the value of the cargo. The Insurance policy will cover all risks or loss or damages to the said cargo, including war, hijacking, explosion, etc, from the time the cargo has passed the ship’s manifold flanges at the loading port. 23.2. Marine Insurance will cover all risks of loss or damages to the said cargo, including war, hijacking, explosion, etc. until cargos commence to pass the ship’s manifold flanges at the loading port. SELLER shall be responsible for insuring the Goods from port of loading to port of discharge.
Buyer Name: Represented by: Title: Signature / Corporate Seal: Date: 3/19/19. Signed For and On Behalf of the SUPPLIER / SELLER: Title: CEO
Signature / Corporate Seal: Date: 3/19/19
ANNEX ‘A' END OF CONTRACT DOCUMENT
LAWRENCEVILLE HWY, #8173, LILBURN, GA 30047
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