Contract No:

Seller’s Transaction Code:                                                                                                

Buyer’s Transaction Code :

 

SALES AND PURCHASE AGREEMENT FOR--------------------------------

This Agreement (“The Agreement”) made on this day xxx of 2008 by Seller  and Buyer

                                                    

SELLER

 

    Company Name:        

    Address:                  

    Country:

    Tel No.:                      +

    Fax No.:                     +

    Email:                        

    Represented By:      

    Designation:             

                                (Hereinafter referred to as “Seller”)

 

And:

 

BUYER

                                         

     Company Name:         

     Address:                                                              

     Country:               

     Tel No.:                  +

     Fax No.:                 +

     Email:                   

     Represented By: 

     Designation:        

 

                                     (Hereinafter referred to as “Buyer”)

 

(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”)

 

Whereas, the parties mutually accept to refer to the General Terms and Definitions, as set out by the INCOTERMS Edition 2000 with latest amendments, having the following terminology fully understood and accepted:

 

 

DEFINITIONS

Metric Ton                 A measure of weight equivalent to one thousand kilogram mass (1,000 Kg)

Commodity      Is “Russian origin Heavy Fuel Oil Mazut—100,GOST 10585/99”  or 10585/75 elsewhere is this Agreement also referred to as “Product” or “M-100”, the specifications for which appear in Annex A attached and by this reference confirmed an integral part of this Agreement.

 

Day             Means a Calendar day, unless differently specified.         

 

Month           Means a Gregorian calendar month.

 

Calendar quarter       Period of three (3) consecutive months — 1st January, 1st April, 1st

                                    July or 1st October.

 

ASTM                         American Society for Testing and Materials, is the institute, internationally recognized, that approved all Standards, Tests and Procedures used in the Oil Industry and to be referred in The Agreement to the latest revised edition with amendments in force to date.

 

Out-turn                     The quantity and quality of the product ascertained, according to the ASTM procedures, on completion of the discharge operations. The so determined out-turn 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      The official document, issued at the load port after completion of the loading operations, stating, among other things, the ship’s loaded quantity, expressed in Cubic Meters (M3) and in Metric Tons (MT) per the definitions herein. This document has to be signed in original by the ship’s Master and made out in accordance without the instruction hereinafter specified in The Agreement.

 

Discharge                  The safe port/berth designated by the Buyer as final receiving destination.    

Terminal             

 

CIF                              Cost, Insurance and Freight strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.

 

Banking Day             Any day on which the bank opens for business in jurisdiction where the SELLER and BUYER is located.

 

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 the Buyer’s designated discharge terminal facilities. Under INCOTERMTM 2000

 

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.

 

Proof of Product      Documentation to be provided by the Seller to the Buyer through

                                    refinery holding bank.

 

Whereas, the parties mutually desire to execute The Agreement which shall be binding upon, and to the benefit of, the parties, successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon.

 

International              # SGS Societe Generale de Surveillsnce #

In dependent                                                                            

Laboratory

 

CLAUSE 1 -               SCOPE OF THE CONTRACT

 

Seller 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

 

--------- GOST ----------- or -------------- having the contractual minimum guaranteed specifications as per Annex “A” herewith attached as an integral part of The Agreement.

                                                                                                        

CLAUSE 3     -          QUANTITY

3.1          The total contractual quantity of the commodity sold and purchased under this agreement is 0,000,000 Metric Tons (with a variation of plus minus (5%) five percent at Seller’s option. This specified quantity is equivalent to one month’s supply to be repeated up to twelve (12) consecutive calendar months whole contract will be

------------- Tons (00,000,000) METRIC TONS

 

3.2       Seller and Buyer hereby agree to deliver and accept the above quantity in partial shipments, with reference to provisions set out in clause 8.

 

3.3       Immediately upon receipt of the By a Conditional Swift Verbiage Documentary Bank

            MT103/Field 23 issued by a Prime top 25 Bank acceptable by Seller payable 100% at sight at counter of the seller’s bank against the shipping documents.

(Format to be pre-approved), the Seller within seven international Banking days hereby undertake to provide the Buyer with a Refinery Letter allocating the Mazut M-100 to the seller as a proof of product.

 

 

3.3.1    That the contract quantity of One Million Metric Tons (1,000,000 metric tons) per month shall be delivered monthly in accordance with the delivery schedule.

 

3.3.2    That the first delivery will be as per delivery schedule and ending on the conclusion of the contract, and the subsequent delivery schedules is approved by the loading terminals(s) on a quarterly basis.

 

3.3.3    That the validity of the allocation assignment, as reported in the above clauses 3.2 is subject to the acceptance by the Seller of the Buyer’s financial instrument.

 

3.3.4    As an absolute condition of this Contract, buyers bank issue  SBLC  to the seller’s bank, SELLER shall submit to BUYER the document constituting PROOF OF PRODUCT, as stipulated and set forth in Annex” C” attached to and incorporate in this Contract.

 

CLAUSE 4     -          TIME PERIOD

4.1       The duration of this contract is for a period of Twelve (12) consecutive calendar months.

 

4.2       The first delivery shall take place within Thirty (30) calendar days from the date accepted Buyer’s financial instrument.

 

4.3       The time period for the conclusion of each monthly supply shall terminate once the final batch of 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 Agreement, the Seller guarantees that the quality of the product sold will conform to the guaranteed specifications as reported on “Annex A” which constitutes an integral part of this Agreement.

                                                                                                             

CLAUSE 6     -          PRICE

6.1       The price for one metric ton is understood in US Dollars per metric ton. The Price for

           each metric ton of Fuel Oil M-100 shall be fixed at USD-------------

 

6.2       The Buyer undertakes to nominate the discharge port(s) as to any Safe world Port, but believes this product will be discharged at safe China Main Port

 

6.3       The price referred to throughout this agreement to be paid in US Dollars.

                                                                  

CLAUSE 7 - PAYMENT & BANKING PROCEDURES

7.1          Both Parties hereto hereby agree that the Payment terms for the shipment of the total

Consignment of Heavy Fuel Oil Mazut-100 GOST 10585/99 or 10585/75 under this SPAC shall be as follows:

7.1.1      By an Irrevocable, Confirm, Unconditional Stand By Letter of Credit (SBLC)  payable 100% at sight at counter of the seller’s bank against the shipping documents. The draft SBLC is required to be approved by the seller

 

7.2        Payment for every shipment delivered shall be by BANK TO BANK SWIFT TRANSFER

            TO SELLER’S BANK

7.3        Upon signing of this draft contract by both parties, Buyer’s bank shall issue RWA via

            SWIFT MT799 to Seller’s bank that they are Ready, Willing and Able to issue funds

            and Seller’s bank shall issue RWA via SWIFT MT799 to Buyer’s bank that they are

            Ready, Willing and Able to issue PBG 2% and Proof of Product (POP).

7.4        Buyer’s bank shall  SWIFT an Non-Operative Stand By Letter of Credit (SBLC) within

            10 (Ten) banking days to Seller’s bank after signing the Hard copies of Sales And

            Purchase Agreement.

7.5        The Stand By Letter of Credit to be issued by the BUYER’S Bank to the SELLER’S Bank

            shall be that which is acceptable to the SELLER’S Bank and to the satisfaction and

            comfort of the SELLER hereto.

7.6        Seller’s bank shall SWIFT a 2% Performance Bond and Proof of Product (POP)

            within 10 (Ten) banking days to Buyer’s bank to activate the Non-Operative  Stand By

            Letter of Credit.

7.7        Currency. Both Parties hereto hereby agree that the currency for the Payments of goods

            under this SPAC shall only be that of the United States Dollars Currency. 

 

7.8       Delivery commence as per Contract.

 

7.9       The Seller will provide the following documents as POP:

   -  Copy of license to export, issued by the ministry of energy.

   -  Copy of approval to export, issued by the ministry of justice.

   -  Copy of statement of availability of the product.

   -  Copy of the refinery commitment to produce the product.

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

 

CLAUSE 8 -               DELIVERY

8.1The Seller warrants performing delivery of the transacted Commodity on CIF 

        inside customs — outturn quality and quantity basis, to the Buyer’s designated

        discharge port(s) CHINA PORTS, the Shipping Contract Confirmation in Annex

        E, the Destination Port(s) Confirmation in Annex F.

 

8.2The first loading shall take place within THIRTY (30) to FORTY FIVE (45) 

        working days from acceptance date of BUYER’S financial statement accordance

        with Clause 7.3

 

8.3   Buyer shall specify the discharge port(s) in accordance with the approved quarterly delivery schedule.

 

8.4   In accordance with provisions set out in the above Clause 3, the Seller and Buyer 

       hereby acknowledge to performing the delivery of monthly lots in batches to 

       conclude the total amount of not less than 50,000 Mts. (Fifty Thousand Metric   

       Tons) every shipment.

 

8.5   Buyer will have the option to change his designated discharge port, provided that a written notice is given, to the Seller, of at least twenty one (21) calender days prior to the estimated ship’s arrival at the former scheduled nominated discharge port.

 

8.6   Seller to notify the Buyer of the full-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.

 

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

         approved schedule.                                       

 

 8.8  Vessels chartered by Seller shall in all respects meet port rules and regulations in terms seaworthiness, fire and common safety, ballast operations, and discharging rates, otherwise, or and any damages caused by non-compliance with such rules and regulations shall be imposed on the Seller.

 

8.9 Vessel(s) to be acceptable by Buyer and such acceptance shall not be unreasonably   withheld. However, the Seller’s chartered vessel shall comply with the three Major Oil Company’s requirements and shall be TOVALOP/PANDI or equivalent registered.

 

8.10  Seller’s chartered vessel(s) shall arrive at the loading port with her tanks in a prepared state for fitness and cleanliness inspection.

 

8.11  The vessel’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, draughts on board quantities, and actual Time of arrival 48, 36, 24, and 12 hours before her arrival to the discharge port.

 

8.12  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 of slops segregated from the incoming cargo. In the event of any LOT procedure, Seller will arrange that said tanks containing the slops would be sampled separately.

 

CLAUSE 9             INSPECTION QUANTITY I QUALITY DETERMINATION

9.1   Seller and Buyer mutually agreed that an internationally recognized first class Independent Surveyor Company SGS shall be appointed at both designated loading and discharge ports, to assess the quality and quantity of the cargo according fee, the inspection costs to be shared 50% Seller and 50% Buyer as per the surveyor’s invoice. (INSPECTION AT LOADING PORT SHALL BE DEEMED FINAL)

 

9.2      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.

       

9.3   For converting volumes, from observed to standard temperature, and volumes to weight, ASTM tables, latest revised edition, have to be used.

 

9.4   The assessed quantity will be used for computing the amount to be paid to the Seller, applying the price as per the contract.

 

9.5     In the event of 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) then manual shore tank measurement shall be applied. If the Surveyor has reason to believe that the shore tanks are not calibrated in accordance with the ASTM Standards and procedures, then ship’s figures TCV (Total Calculated Volume); applied with a valid V.E.F. (Vessel Experience Factor) shall be used to compute the delivered quantity of the current batch. In the event that the Surveyor reports from the loading port do not agree with the surveyor from the discharge port (per Clause 9.1 herein), the Buyer and Seller shall appoint an independent Surveyor at the expense of the Buyer.

 

CLAUSE 10 -            INSURANCE

10.1   The Seller with full corporate authority, under the penalty of perjury, certifies and warrants, and makes an irrevocable firm commitment to sell and deliver 500,000 Metric Tons per month.

 

10.2   Seller, 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. The insurance policy will cover all risks of loss or damages to said cargo, including war, hijacking, explosion etc. from the time the cargo has passed the ship’s manifold flanges at the loading port. A copy of the said policy to be submitted to BUYER.

 

10.3   Marine Insurance will cover all risk, of loss or damage to said cargo, including war, hijacking, explosion etc. until cargo commences to pass the ship’s manifold flanges at the discharge port.

                                                                    

CLAUSE 11 -            PERFORMANCE BOND (PB) AS PER ANNEX B

11.1     The Seller’s Bank, in accordance with the provisions set out, will post into the beneficiary’s bank account nominated by the Buyer. Performance Bond to cover the 2 % (Two Percent) of the face value.

 

11.2     The format of the Performance Bond shall be in accordance with the latest UCP 500 (Uniform Customs and Practice for Documentary Credits, 1999 revision, ICC Publication No. 500 & 2000) as per “Annex C”.

 

11.3     In the event of Non-performance by the Seller, the Seller’s PB will be called up by the Buyer and the seller will instruct his bank to issue a new PB within a period of 24 (twenty-four) 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 a time that the new PB has been placed.

 

CLAUSE 12           NON-PERFORMANCE

12.1     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 declare non-performance against the defaulting party.

 

12.2     Failure by either party to take against the other, in case of the other party’s non-compliance with obligation or conditions set forth with this contract, shall not of the same or other obligations or conditions.

 

CLAUSE 13           CLAIMS.

13.1     Any claims that either party may have, due to an occurrence, has to be submitted to the other party with in a period of two (2) months from the date of that occurrence

 

13.2     In the event that the quality of any one of the delivered batches fails to comply with the contractual specification, then the Buyer shall have the option to accept the said batch at a lower price being negotiated and accepted by the buyer, prior to the commencement of the discharge operations.

 

13.3     If within Thirty - (30) calendar days from date of 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 the Seller will accept no claim.

 

13.4     All claims will be executed in writing and both parties agree to acknowledge such claims by written acceptance thereof.

                                                                  

CLAUSE 14 -             TAXES, OBLIGATIONS AND IMPORT

14.1     The Seller shall pay all and any taxes, duties, related to the performance of this contract and incurred up to the nominated discharge port.

 

14.2     The buyer shall pay all and any taxes, duties, related to the performance of this contract and incurred beyond the discharge port.

 

CLAUSE 15 -             LIABILITY EXEMPTIONS

15.1     Neither the Parties shall be liable for failure to perform, any or all of the provisions set out in this Agreement if the performance has been delayed, hindered or prevented by any reason outside the control of the defaulter even though the responsible party exercised due diligence.

 

15.2     When such failure, or delay, is caused by force Majeure being any event, occurred by circumstance reasonably beyond the control of that party, including without prejudice to generality of the forgoing failure or delay caused by or resulting from Acts of God, strikes, Fire, Floods, Wars (whether declared/undeclared), riots, destruction of embargoes, accidents, restrictions, quotas on by any Governmental authority (including allocation, requisitions, quotas and price controls).

 

15.3     No reduction or suspension in the deliveries or receipt of Heavy Fuel Oil Mazut-100 due to any of the reasons set forth above, shall extend the term of this contract or terminate the same. However, any of the aforementioned circumstance(s) persist for more than thirty (30) days

 

15.4     The certificate issued in original by the competent recognized authority should be deemed as sufficient proof for the claim force Majeure and duration.

 

CLAUSE 16 -             APPLICABLE LAW

16.1     This Agreement shall be interpreted in accordance with the law and in the event of any dispute incapable of amicable solution, the dispute shall be submitted to the International Chamber of Commerce London, England, and the Geneva High Court will make the final judgment. Costs and attorney’s fees to be born by the losing party.

 

CLAUSE 17                                                   BREACH.

17.1    Subject to clause 15 herein, In the event failure by the seller or Buyer to comply with any of the obligation assumed under this contract, shall entitle the other party, without prejudice to any other or recourses available to it, to consider such failure as breach of this contract and to 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 contract.

                                                                                                                         

CLAUSE 18 -             ARBITRATION.

18.1     All disputes arising in connection with the present contract shall be settled in an amicable way firstly. Should the parties reach no agreement, and then the case shall be brought for final settlement under the rules of Conciliation and Arbitration of the International Chamber of Commerce in London, England, by one or more arbitrators appointed in accordance with the said Rules

 

18.2     Each Party shall appoint one court. 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 by the Arbitrator(s) may entered in any Court having jurisdiction hereof.

 

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

            performed in pursuant to this contract even though a dispute may have been arisen and proceeded into arbitration.

 

18.4     Finding as assessed by the designated third Arbitrator, without any possibility of recourse, will final and binding on both parties.

 

CLAUSE 19           SPECIAL CONDITION

19.1     Buyer warrants that it has exerted and shall continue to exert its best efforts to avoid any action, which might be in any manner detrimental to Seller’s interest in the negotiation, execution and performance of this contract.

 

19.2     The parties hereby agree that all terms, which are not specifically confirmed and agreed upon in this contract, have to be referred to the general rules of the ICC INCOTERMS Edition 2000 with latest amendments.

 

19.3     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.

 

19.4     CONFIDENTIALITY NON-DISCLOSURE/ NON-CIRCUMVENTION

19.4.1  The undersigned Parties do hereby accept and agree to the provisions of the International Chamber of Commerce for Non-Circumvention and Non-Disclosure with regards to all and anyone of the Parties in this transaction.

 

19.4.2  To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees, and all intermediaries party to this agreement/contract.

                                                                                                                                  

19.4.3  This agreement shall be kept in the strictest confidence between them for at least Five (5) years from the date hereof.

 

19.4.4  Neither party is entitled to transfer their rights and/or obligations under this contract to a third party with exceptions of Financial Agent of the Seller/Buyer, as it is provided in appendix No3 of the present contract, and except where the third party is an entity whose majority ownership is the same as the original ownership contract partner. In any case the transferring party will notify the other party in writing (Including Telex). After signing the present contract all previous negotiations and correspondence between the Parties in this connection will be considered null and void. If the Seller ceases the Contract for any reason or fails to comply with the conditions thereof, Performance Bond shall enter into force.

 

19.5     DOCUMENTS

19.5.1    A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Lading made out “Clean on Board” marked “Freight Pre-Paid”. The B/L to be signed in original by the ship’s Master and “bank” issued or endorsed for the destination, identification of the loaded cargo with quantity.

 

19.5.2  Original quantity and quality certificates plus two (2) copies as issued at loading port by an Independent Surveyor Company SGS.

 

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

 

19.5.4  Signed commercial invoice based on the delivered quantity/quality as determined by clause 9.4 of this contract.

 

19.5.5  Any other documents pertaining or related to the current trip duly signed by the authorized persons, including certificate of Insurance, (1 original plus 3 copies), confirmed original SGS report at loading port and details including loaded quantity, quality, and B/L date will be faxed directly to the Buyer prompt after completion of loading from loading port. All documents from the third party accepted by the Buyer for full payment to Seller

 

CLAUSE 20 -             LAYCAN-LAYTME-DEMURRAGES

20.1.    LAYCAN

20.1.1  Seller and Buyer hereby agree on a quarterly delivery schedule specifying the Laycan’s at Buyer designated discharge port(s) per each single batch to be delivered.

 

20.1.2  Each fifteenth (15th) day of the third (3rd) month of the current quarter, the next quarterly delivery schedule shall be agreed upon by parties.

 

20.1.3  Laycan’s at Buyer’s designated port(s) to be fixed with three (3) days range.

 

20.2     LAYTIME

20.2.1  Buyer warrants that Seller’s nominated vessel(s) will be allowed to discharge her cargo within seventy-two (72) free running hours SHINC’ plus six (6) hours NOR, and however, maintaining at the ship’s manifolds an average discharge pressure of not more than ten (10) kilograms per square centimeter (kg/cm2).

 

20.2.2  Notice of readiness (N.O.R) shall be given, on ship’s arrival at the Buyer’s designated discharge port(s), by the ship’s master to Buyer and/or Agent, by radio, cable or by hand, at any time including Saturdays, Sundays and holidays.

 

20.2.3  Playtime 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.

 

20.2.4  Time spent for customs/health/port authority formalities, pilot age from anchorage area to berth, mooring, or crossing river mouth, shall not to count as playtime.

 

20.3     DEMURRAGES

20.3.1  Demurrages at both load and discharge ports, if any and if not caused by Buyer’s nominated discharge terminal, will be paid by the Seller to the Buyer at sight, at first and simple written request. Conversely, if demurrages have been caused by the Buyer’s discharge terminal, then the corresponding amount shall be borne by the Buyer to be paid to the Seller at sight, at first and simple written request. Time shall not count against playtime or if the vessel is on demurrage, or demurrage when spent or load.

 

20.3.2  Demurrages amount shall be computed at the Chartered party rate. For this purpose, Seller shall provide the Buyer with a copy of the original Charter Party.

                                                                                                                

20.3.3  Demurrages will be based on daily rate or pro-rata thereof.

 

20.3.4  If the vessel arrives at the discharge terminal ahead of the range of days in accordance with clause 20.1.3, such notice shall only be effective as from 00.01 hours on the first of these days, unless the discharge terminal will use its best efforts to minimize the delay of discharge. In the case of the vessel arriving later than the range of days accepted, the discharge terminal will use its best efforts to minimize the delay to discharge. However, in such cases, LAYTIME will only start to count upon the vessel being all-fast in berth.

 

CLAUSE 21 -             LETTER OF INDEMNITY (AS PER ANNEX C)

21.1     In case the Seller is not able to deliver to the Buyer in due time the set of original bills of lading of each cargo’s batch, and then the Seller has to provide the Buyer with a hard-copy of letter of indemnity to temporarily missing original bills of lading.

 

21.2     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.

 

21.3     In the event of unusual circumstances, which prevent the Seller from presenting to the Buyer the original bills of lading within a sixty (60)day 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 22 -             ASSIGNMENT.

22.1     Seller/Buyer may at any time assign this contract or its total or partial performance hereof to any other Company, which assumes the obligations of the Seller/Buyer under the terms of the assignment. Formal notice of the assignment shall be rendered to the other party.

 

22.2.1  The Buyer/Seller, express indicating thereon the assignee’s address. The assigning party must have written permission from the assigned party approving the new partner.

 

CLAUSE 23 -             GENERAL

23.1     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.

 

23.2     This agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed to be an original.

 

23.3     The article and other headings in this agreement are for convenience only and shall not be interpreted in any way to limit or change the subject matter of this agreement.

                                                                                                                                       

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

 

23.5     With the exception of cases specifically mention in the present contract, neither party may be held liable for indirect limited losses resulting from non performance of the obligations hereunder.

 

23.6     Conditions that have not been specified in the present contract shall be governed by INCOTERMS and subsequent amendments related to CIF basis to discharge ports.

 

23.7     EDT (Electronic document transmission) shall be deemed to be valid and enforceable in respect of the provisions of this contract. Either party shall be in a position request a hard copy of any previous electronic transmitted document.

 

23.8     Both parties agree that the signed and sealed fax or EDT copies of the contract are fully binding and enforceable until the hard copy of contract will be exchanged courier.

 

23.9     Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.

 

23.10   Any information contained herein shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way, except to third parties who are necessary to the implementation of The Agreement.

 

 

CLAUSE 24 -             PARTIES LEGAL ADDRESSES

 

SELLER

 

Company Name:              

Address:                       

Country:                       

Tel No.:                          +

Fax No.:                         +

Email:                            

Represented By:          

Designation:                 

 

AND

 

BUYER

 

Company Name:              

Address:                                                                   

Country:               

Tel No.:                      +

Fax No.:                      +

     Email:                   

     Represented By: 

     Designation:        

    

CLAUSE 25 -             BANKING DETAILS

 

25.1 BUYER BANK:

Bank Name:

 

Bank Address:

 

Account Name

 

A/C Number:

                                                            

Swift Code

 

Bank Officer

 

Bank Tel No.

 

Bank Fax No.

 

 

25.2 SELLER BANK

Bank Name:

 

Bank Address:

 

Account Name

 

A/C Number:

 

SWIFT Code:

 

Bank Officer

 

Bank Tel No.

 

Bank Fax No.

 

 

                                                                                                             

 

 

 

SELLER:__________________                                         BUYER:_____________________

NAME:                                                                                  NAME:

PASSPORT NO:                                                                  PASSPORT NO:

DATE:         , 2008                                                                DATE:   , 2008

 

 

 

 

 

 

                                                                   Annex “A”

                                                     Guaranteed Specification

 

 

                                                  

 

SPECIFICATION OF THE PRODUCT

 

                             ANNEX A

 

 

Specification of -----------------------

GOST ---------------

 

COMPONENT

RESULT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

<=1.6

 

 

 

 

 

                                                             ANNEX B

 

                                     PERFORMANCE BOND (SAMPLE)

                                       

TO                               :   (THE BUYER’S BANK)

BENEFICIARY

WE ARE INFORMED THAT M/S      (HEREINAFTER CALLED THE SELLER) HAS

ENTERED INTO A CONTRACT WITH YOUR CLIENT M/S (HEREINAFTER CALLED THE BUYER), DATED ( xxxxxxx)  2008, CONTRACT NUMBER xxxxxxxxx FOR THE SUPPLY OF M100 AND THAT A PERFORMANCE GUARANTEE OF TWO (2) PERCENT IS REQUIRED, IN THE SUM OF US DOLLARS .. .000,00 (                                              US DOLLARS) FOR

SHIPMENTS OF           METRIC TONS PER MONTH (+ 5 %), REVOLVING FOR THE ENTIRE DURATION OF THE CONTRACT AGREEMENT.

 

THEREFORE, WE, BANK          , HEREBY ISSUE OUR GUARANTEE NO                    AND

 UNDERTAKE TO PAY YOU ANY SUM OR SUMS NOT EXCEEDING IN AGGREGATE

 USD     000,00 ON RECEIPT BY US OF YOUR FIRST DEMAND IN WRITING

ACCOMPANIED BY YOUR  SIGNED DECLARATION STATING THAT THE AMOUNT

CLAIMED IS DUE BY REASON OF THE SELLER HAVING FAILED TO FULFILL HIS

OBLIGATION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE

ABOVE CONTRACT.

OUR GUARANTEE IS VALID UNTIL        , 200x  AND THEREAFTER AUTOMATICALLY

 REINSTATED FOR THE SAME PERIOD AGAINST SIMULTANEOUS RECEIPT OF

 REINSTATED MONTHLY LETTERS OF CREDIT FOR THE EACH FOLLOWING

MONTH  AND IS AVAILABLE BY PAYMENT AT OUR COUNTERS. ANY CLAIMS MUST

BE  RECEIVED BY US ON OR BEFORE THAT DATE, AFTER WHICH OUR LIABILITY TO

YOU UNDER OUR GUARANTEE WILL CEASE AND OUR GUARANTEE WILL BE OF NO

FURTHER EFFECT.

 

OUR GUARANTEE IS GOVERNED BY THE LAWS OF           

 

YOURS FAITHFULLY,

SIGNATURE                                                                         COUNTER SIGNATURE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                  ANNEX C

 

LETTER OF INDEMNITY(SAMPLE)

 

WE REFER TO CARGO OF _________ METRIC TONS OF _____________ DISCHARGED ON BOARD THE VESSEL __________AT THE PORT OF ____________ (DESTINATION PORT, COUNTRY)

PURSUANT TO BILL OF LADING DATED ______________

 

ALTHOUGH WE HAVE SOLD AND TRANSFERRED THE SAID CARGO TO YOU, WE HAVE BEEN UNABLE TO PROVIDE YOU WITH THE FULL SET ORIGINAL BILL OF LADING AND OTHER SHIPPING DOCUMENTS COVERING THE SAID SALE.

 

IN CONSIDERATION OF __________ PAYING FOR YOUR ACCOUNT TO US THE FULL PURCHASE AMOUNT OF USD ___________ (UNITED STATES DOLLAR _________________), WE HEREBY EXPRESSED WARRANT THAT WE HAVE MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ENCUMBRANCE TO SUCH MATERIAL AND THAT WE HAVE FULL RIGHT AND AUTHORITY TO TRANSFER SUCH TITLE AND EFFECT DELIVERY OF SUCH MATERIAL TO YOU.

 

WE FURTHER AGREE TO MAKE ALL REASONABLE EFFORTS TO OBTAIN AND SURRENDER TO YOU AS SOON AS POSSIBLE THE FULL SET ORIGINAL BILL OF LADING AND OTHER SHIPPING DOCUMENTS, AND TO PROTECT, INDEMNIFY AND SAVE YOU HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS AND EXPENSES WHICH YOU MAY SUFFER BY THE REASON OF THE ORIGINALS BILL OF LADING AND OTHER SHIPPING DOCUMENTS REMAINING OUTSTANDING, OR BREACH OF THE WARRANTIES GIVEN ABOVE INCLUDING, BUT NOT LIMITED TO ANY CLAIMS AND DEMANDS WHICH MAY BE MADE BY A HOLDER OR TRANSFEREE OF THE ORIGINAL BILL OF LADING AND OTHER USUAL SHIPPING DOCUMENTS, OR BY ANY OTHER THIRD PARTY CLAIMING AN INTEREST IN OR LIEN ON THE CARGO OR PROCEEDS THEREOF.

 

THIS INDEMNITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE ENGLISH LAW AND ALL DISPUTES, CONTROVERSIES OR CLAIMS ARISING OUT OR IN RELATION TO THIS INDEMNITY ENGLISH COURTS THEREOF SHALL DECIDE THE BREACH, TERMINATION OR VALIDITY.

 

THIS LE1TER OF INDEMNITY SHALL BE EXPIRE UPON TENDERING THE ORIGINAL BILL OF LADING AND OTHER SHIPPING DOCUMENTS ISSUED IN CONFORMITY WITH THE TERMS AND CONDITIONS OF LETTER OF CREDIT NUMBER ISSUED FROM _________________________

 

YOURS SINCERELY,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                        ANNEX D

                                                                                                                                               

MT 760 - SBLC

Standard Format

 

 

20                 TRN

21                 RELATRD TRN

 

79                 NARRATIVE

 

ATTENTION : ………………………

 

OUR STANDBY LETTER OF CREDIT NO.  ………………………….

AMOUNT – USD ……… (UNITED STATE DOLLARS ……….. ONLY)

EFFECTIVE DATE - ………………………………..

EXPIRY DATE - ………………………………

 

 

IN CONSIDERATION OF YOU GRANTING CERTAIN CREDIT FACILITY TO

  .………………………, “THE ACCOUNT PARTY” , WE HEREBY ISSUE TODAY OUR CONFIRM,IRREVOCABLE CLEAN UNCONDITIONAL STANDBY LETTER OF CREDIT NO. ………….. IN YOUR FAVOUR FOR AMOUNT NOT TO EXCEED UNITED STATE DOLLARS …..…………

(USD ……………) VALID FROM ……………… TO ……………. AND PAYABLE AT OUR COUNTER AGAINST YOUR AUTHENTICATED SWIFT CERTIFYING THAT THE ACCOUNT PARTY HAS FAILED TO REIMBURSE YOU IN DUE COURSE WHETHER FOR PRINCIPAL, INTEREST, OR OTHERWISE WITH RESPECT TO THE SAID CREDIT FACILITIES.

 

ALL PAYMENTS UNDER THIS STANDBY LETTER OF CREDIT SHALL BE MADE FREE AND CLEAR OF ANY DEDUCTION OR WITHOLDING WHATSOEVER, AND SHALL BE PAID IN THE CURRENCY AS SPECIFIED ABOVE.

 

PARTIAL DRAWINGS ARE PERMITTED.

 

ALL BANKING CHARGES AND COMMISSIONS EXCEPT ISSUING BANK’S CHARGES ARE FOR ACCOUNT OF BENEFICIARY.

 

AMOUNT PAYABLE TO YOU UNDER THIS STANDBY LETTER OF CREDIT SHALL BE PAYABLE ON FIRST DEMAND VIA AUTHENTICATED SWIFT DRAWING(S)

 

WE HEREBY UNDERTAKE TO HONOUR YOUR AUTHENTICATED SWIFT DRAWING(S) WITHIN THE PRESENT STANDBY LETTER OF CREDIT VALIDITY AND IN STRICT COMPLIANCE WITH THE ABOVE TERMS AND CONDITIONS.

 

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE  PUBLICATION NO. 500, EXCEPT ARTICLE 18 (c) .

 

FOR AND ON BEHALF OF

BANK ……..…………………

………………………………

 

 

SPECIMEN TEXT OF BANK GUARANTEE

 

BANK GUARANTEE NUMBER: _____________________________

CURRENCY: United States Dollars

AMOUNT: ___________________________

BENEFICIARY: 

DATE OF MATURITY: _______________________________________

REF. PAYMENT NO.:   _______________________________________

 

WE, (NAME OF BANK ) , HEREBY ISSUE IN YOUR FAVOR OUR confirm IRREVOCABLE, UNCONDITIONAL, FIRST DEMAND GUARANTEE NO. ____________FOR____________ (USD), WITH ACCRUED INTEREST AND CHARGES.

 

WE HEREBY UNDERTAKE TO PAY YOU IRREVOCABLY AND UNCONDITIONALLY ON YOUR FIRST DEMAND, MADE BY TESTED TELEX OR FAX AND WITHOUT REFERENCE TO OUR PRINCIPALS OR ANY OTHER PARTY, ANY AMOUNT UP TO____________________ UNITED STATES DOLLARS (USD$___________ ), PLUS ACCRUED INTEREST AND CHARGES, NOT WITHSTANDING ANY CONTENTION OF ANY NATURE WHATSOEVER, BY OUR PRINCIPAL OR ANY OTHER PARTY, OR ANY OTHER LEGAL ACTION, INJUNCTION OR DEFENSE, ARISING FROM ANY PARTY, ALL OF WHICH ARE HEREBY WAIVED.

 

WE ALSO, HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO REIMBURSE YOU ON DEMAND ALL COST AND EXPENSE, INCLUDING LEGAL FEES, WHICH YOU MAY INCUR IN CONNECTION WITH THE ENFORCEMENT OF THIS GUARANTEE. THE GUARANTEE HAS BEEN INSURED IN ACCORDANCE WITH THE PREVAILING CONTROL REGULATIONS IN ______________ , WITHOUT CONTRAVENTION OF ANY OF IT’S RULES OR PROVISIONS AND IS VALID FOR ANY CLAIM(S) RECEIVED FROM YOU ON OR BEFORE (MONTH, DAY, YEAR)

 

THIS BANK GUARANTEE IS TRANSFERABLE, ASSIGNABLE AND DIVISIBLE. THIS GUARANTEE IS ISSUED AND SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES OF ICC 500. THIS BANK GUARANTEE EXPIRES AFTER ONE (1) YEAR AND THIRTY INTERNATIONAL BANKING DAYS ON THE (DAY) OF (MONTH) IN THE YEAR, AND AFTER THIS DATE BECOMES NULL AND VOID.

 

THIS GUARANTEE IS CLEAR OF ANY LIEN AND ENCUMBRANCES AND IS OF NON-CRIMINAL ORIGIN.

 

BY: _______________________________                                                               BY: _______________________________

AUTHORIZED BANK OFFICER                                                                    AUTHORIZED BANK OFFICER

 

NAME AND TITLE                                                                                           NAME AND TITLE

ID# _______________________________                                                               ID# _____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                       ANNEX E

 

Shipping Contract Confirmation

 

Shipping Contract Confirmation:

 

This is to certify that we __________________________ do have in place a contract of a freight agreement for the carriage and safe delivery of from per month with _________________________company ________________________________ to assist _____________to deliver in a timely and efficient manner from of ____________________________per month as specified in the sale and purchase contract No

(Transaction No            ) between                                  and (Buyer’s name).

 

 

 

                                                                      ANNEX F

 

 

Destination Port(s) Confirmation

From                               per month of                       for __________ (Country name). To be shipped

to the above port of destination by               Vessel minimum        metric tons per shipment.

 

Cargo split as follows:

Total                                        per month

 

To 1st Safe port, _________ (Country name)

 

To 2nd Safe port, _________ (Country name)

 

 

 

 

Always safely alongside & Always safely Afloat

(signature and seal)                                                                       (signature and seal)