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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:
Scope of the Contract
Recitals.
The product
Quantity
Quality
Measurement & Samples
Delivery Terms
Title and Risk of Loss
Indemnity
Price, Credit Period & Currency
Payment Terms
Berth & Discharge Port
Vessel Nominations & Shipment
Warranties
Documents
Taxes, Duties and Charges
Force Majeure
Liability & Penalty
Assignment
Applicable Law, Litigation & Arbitration
General Provisions

Notices
Amendments and Waivers
Penalty
Insurance
Legal Addresses of the Parties
Non-Circumvention Non-Disclosure Confidentiality Agreement

Principals Banking:

Master Fee Protection Agreement

Conclusions Declarations and Signatures

Definitions
Except where the context otherwise indicates, the following terms shall have the meaning as described to them in this paragraph 1, and shall include plural as well as singular.

“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:


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