Seller and buyer sign this contract and deposit with their respective banks. Buyer returns the signed SPA with NOR/ETA/ATB format, inspector's and NNPC approved supercargo’s details and scanned IDs.

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.

Upon confirmation of instrument for logistics by seller’s bank, seller instructs the captain to move the loaded vessel to Ghana international waters, while buyer’s super cargo remains onboard.

5. Upon vessel arrival at Ghana international waters, captain invites buyer’s inspectors to board for Q&Q analysis. Buyer secures a tugboat and obtains any necessary clearance to enable the captain position for boarding. Seller board buyer’s inspection team in Ghana waters at buyer's expense.

Buyer's inspector collects samples and disembarks, while supercargo remains onboard.

7. Upon successful Q and Q, buyer instructs their bank to release the blocked $500,000.00 for logistics and documentation to seller’s bank.

Upon confirmation of the release of the logistics funds by seller’s bank, seller transfers the entire cargo documents to Buyer's name and issues commercial invoice to Buyer and Buyer's bank.

9. Buyer's bank effects payment for the entire cargo, less $500,000.00 already paid for logistics, via MT103 to Seller's account, and simultaneously pays commissions to all intermediaries’ bank details on this contract.

Seller confirms the payments, assists Buyer to re-charter the vessel, and transfers title / ownership to buyer, and the loaded vessel sails to buyer’s port of discharge.

Next transaction is scheduled.

 

This Contract shall not be modified unless via mutual agreement of the principals hereto.

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

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