TRANSACTION CODE:
BUYER’S REF.:
EFFECTIVE DATE: 00 DECEMBER 2008
DATE ISSUED:
DECEMBER 2008
CONTRACT NO- NG-1417-67
DIESEL FUEL GOST 305-82– 6.000.000 MT
The Company XXXXXXXXXXXXX, represented by General Director, Mr. XXXXXXXXXXXXXX
acting on the basis of Statute, hereinafter referred to as "Seller", on one
side;
AND FINAL BUYER
The Company XXXXXXXXX, represented by President Mr. XXXXXXXXXXXX, acting on the basis of the
Statute, hereinafter referred to as "Buyer", on the other hand, have concluded this Contract as follows:
WHEREAS Buyer has expressed an interest and a commitment to purchase DIESEL
FUEL GOST L0.2/62-D2 GOST 305-82.;
WHEREAS Seller is the lawful owner of the commodity, in the quantity and
quality hereunder specified, hereby with full corporate authority and legal
responsibility are ready willing and able to supply DIESEL FUEL GOST L0.2/62-D2
GOST 305-82;
WHEREAS, the parties mutually accept to refer to General Terms and Definitions,
as set out by the INCOTERM Edition 2000 with latest amendments, having the
following terminology fully understood and accepted. to execute this agreement
which shall be binding upon and inure the benefit of the parties, their legal
representatives, successor and assigns, in accordance with jurisdictional law
negotiated and fully executed contract with terms and provisions hereunder
agreed upon.
AND WHEREAS the Parties, having executed
contemplation of doing business together.
Confidentiality
Agreements
in
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements and obligations set out below and to be performed, the Parties agree
as follows:
DEFINITIONS
Metric Ton:
A measure
(1,000 kg)
Commodity:
Is referred to as being “Russian DIESEL FUEL GOST L0.2/62-D2
GOST 305-82.” elsewhere in this Agreement also referred to as
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weight
1
equivalent
to
one
thousand
kilograms
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DIESEL FUEL L0.2/62-D2 GOST 305-82
“product”, 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
October 11th 2008
Outturn:
(3)
consecutive
months,
commencing
on
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 2000 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 the
Buyer per fax about this date.
Proof of Product:
Documentation to be provided by the Seller to the Buyer
through Bank to Bank exchange.
Country of Origin: Seller’s exploration, treatment, supply and shipping state
of origin.
International banking days
Any day on which the banks are open for
business of the jurisdiction where the Seller and the Buyer are
located.
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International Independent Laboratory
1.
SGS. Société Générale de Surveillance.
SUBJECT OF THE CONTRACT
1.1. Seller and Buyer, under full corporate authority and responsibility,
respectively represent that the Seller is the lawful owner of the
commodity in quantity and quality as hereunder specified, and the Buyer
has the full capability to purchase the said commodity.
1.2. The Seller has sold, and the Buyer has bought, on basis on CIF; port of
discharge Any Safe World Port, DIESEL FUEL GOST L0.2/62-D2 GOST 305-82.
hereinafter named "Goods”, quality to conform to Appendix №1, in quantity
approx of SIX Million(500.000 x 12) MT per month for a total of SIX
Million (6,000,000) MT for 12 months from the effective date of signing
of the present contract with rolls and extensions up to 12 months to be
delivered in tanker lots to conform to (Appendix №2), deliveries starting
by mutual agreement of the seller, minimum cargo 50,000MT, 75,000MT,
125,000 MT in To be agreed (TBA) vessels.
First Shipment within 15 - 35 days of receipt of an operative instrument
1.3. For the Contract to enter into force, the following documents will be
attached and will be
considered an integrating, obligatory part
of the present Contract:
1.
2.
3.
4.
5.
6.
7.
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
Appendix
№
№
№
№
№
№
№
1
2
3
4
5
6
7
Certificate of quality.
Delivery Schedule
Price
Terms of Payment
Texts RDLC/MT103
Text Performance Bond
Proofs of Product Documents
1.4. Seller and Buyer hereby agree to deliver and accept the above quantity
set out in Clause 1.2 above, in partial shipments, with reference to
provisions set out in Clause 5 of this Contract.
1.5. The actual quantity of each shipment of the commodity shall be assessed
by the International Independent Surveyor, at the loading port and
discharge port on completion of each loading operation on the basis of
shore figures, or as otherwise stipulated in Clause 4.1 of this contract
.This assessed quantity shall be used for computing the amount to be paid
to the Seller.
1.6. That the first date Delivery will be mutually agreed by the Seller and
Buyer and the subsequently will follow the Delivery Schedules of the
Goods – Appendix No.2.
2.
TIME PERIOD
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2.1
The duration of this contract is for the period of twelve (12)
consecutive calendar months under the following terms and conditions,
with possible rolls and extensions up to 24 months.
2.2
The first delivery shall take place within Maximum of 45 days from Escrow
deposit / Operative Instrument in Sellers account.
2.3
The Contract 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 designated loading
terminal facilities.
2.4
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 of a particular monthly lot not to exceed
thirty (30) days.
3.
PRICE AND TERMS OF PAYMENT
3.1
The price and terms of payment are stipulated in Appendix No.3 and No.4
respectively.
4.
QUALITY
4.1. For the full duration of this contract, the Seller guarantees that the
quality of the product sold will conform to the guaranteed specifications
as reported on Appendix No.1 which constitutes an integral part of this
agreement
4.2. Determination of the quantity of the commodity of the assignment
delivered shall be made in accordance with the relevant international
standards namely (ASTM).
5.
INSPECTION – QUANTITY /QUALITY DETERMINATION.
5.1. Seller and Buyer mutually agree that an internationally recognized first
class independent Surveyor Company shall be appointed at both designated
loading and discharge ports, to assess the quality and quantity of the
cargo according to the provisions herein stated.
The Seller 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.
5.2. 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.
5.3. For converting volumes, from observed to standard temperatures, and
volumes to weights, ASTM tables, latest revised edition, must to be used.
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5.4. The quantity of each shipment of oil shall be assessed, by the surveyor
at the Buyer’s discharge port on completion of each loading operation on
the basis of shore figures.
5.5 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.
6.
INSURANCE
6.1
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.
6.2 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.
6.3
Marine Insurance, will cover all risks of loss or damages to said cargo,
including war, hijacking, explosion etc, until cargo commence to pass the
ship’s manifold flanges at the discharge port.
7.
DELIVERY AND ACCEPTANCE
7.1
The Seller warrants to perform delivery of the transacted Commodity on
CIF, inside customs outturn quality and quantity basis, to the Buyer’s
designated discharge port.
7.2
Buyer shall specify the port(s) of discharge in accordance
approved quarterly delivery schedule, as Appendix No.2.
7.3
In accordance with the provisions set out in the above Clause 1.2, the
Seller and Buyer hereby acknowledge that the quantity of delivery 500,000
MT per month in minimum tanker lots of 50,000MT, 75,000MT, 125,000MT per
shipment (+/-5%) per month.
7.4
Buyer will have the option to change his designated discharge port,
provided that written notice is given to the Seller, of at least twenty
(21) calendar days prior to the estimated ship’s arrival at the former
scheduled and nominated designated discharge.
7.5
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
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least five (5) days prior to the Seller’s vessel nomination, so as to
assure compliance at the Buyer’s discharge port.
7.6
Seller shall ensure timely arrival of the ship to the discharge port in
conformity with the approved schedule set out in Appendix No.2.
7.7
Vessels chartered by Seller 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
Seller.
7.8
Vessel to be accepted 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 registered.
7.9
Seller’s chartered vessel(s) will arrive at the loading port with her
tanks in a prepared state for fitness and cleanliness inspection.
7.10 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.
7.11 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) of any LOT procedure, Seller will
arrange that said tanks containing the slops will be sampled separately.
One of the reasons to invoice at discharging Port based on real and
contracted quality/quality.
8.
PERFORMANCE GUARANTEE (PG)
8.1. The Seller’s Bank, upon receipt of Buyer’s Pre-Advised/non operative
letter of credit will issue a 2% Operative Performance Guarantee to
activate the RDLC.
8.2. The format of the Performance Guarantee shall be in accordance with the
latest UCP 458 (Uniform Rules for Demand Guarantees, 1992 edition, ICC
Publication No. 458).
8.3. In the event of non-performance by the Seller in accordance with Clause
13.4 and Clause 16 and non-payment by the Seller of damages there under
for any reason other than a good faith dispute, the Payment Guarantee may
be called upon and enforced by the Buyer. Following any such call, the
Seller will instruct its Bank to issue a new PG within a period of One
(1) Business Day, having the same tenor as the previous one. Until such
new PG has been issued, all payments due from the Buyer will be
suspended.
8.4. 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
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new PG 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 PG has been placed.
9.
CLAIMS
9.1. Any claims that either Party may have against the other Party, other than
demurrage claims, must be submitted to the other Party within a period of
two (2) Months from the date of the event giving rise to such claim,
along with supporting documentation reasonably requested by the other
Party. All claims, presented after the given date, will not be accepted
and the claimant will have no right to apply for Arbitration.
9.2. 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, failure of which, price shall be determined by an
independent firm of chartered accountants, prior to the commencement of
the discharge operations.
9.3
The claims on demurrage should be submitted to the Seller within thirty
(30) calendar days from the date of the Bill of Lading, otherwise the
claim will be considered void and shall be rejected. The demurrage shall
be considered and paid within thirty (30) calendar days from the date of
receipt from the Buyer of all documents, confirming the given claim. The
Buyer must present for claims’ consideration the following documents:
(a) Statement of Facts
(b) Notice of Readiness
(c) Two copies of the Bill of Lading
(d) Act of passage through the quantity meter
(e) And any other documents relevant to particular shipment signed by
Authorized persons.
9.4. All claims will be submitted in writing and include supporting
documentation reasonably requested by the other Party. Both Parties will
acknowledge such claims by written acceptance thereof.
9.5. In the event the Seller shall fail to remedy, in a timely manner, any
breach of its obligations hereunder, the Buyer shall have the right on
first demand to claim damages for cause, and receive payment equal to no
more than the sum equivalent to the amount of the Payment Guarantee.
10.
TAXES, OBLIGATIONS AND IMPORTS
10.1. The Seller shall pay all and any taxes, duties, related to the
performance of this contract and collected up to the nominated discharge
port.
10.2. The Buyer shall pay all and any taxes duties, related to the performance
of this contract and collected at the discharge port.
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11. LIABILITY EXEMPTIONS DUE TO FORCE MAJEURE
11.1. With regards to Force Majeure events and circumstances, this Agreement is
governed by the regulations of Part One CIF Deliveries of JT & C BP.
11.2. Neither one of the Parties shall be responsible for full or partial nonperformance of their obligations under the present Agreement if such nonperformance is a result of Force Majeure circumstances, such as: fire,
flood or adverse weather, strikes, disorders, perils of embargo,
destruction of the materials, delays of carriers due to break down,
wrecks, or adverse weather, restrictions entered by government authority
(including protectionism, quota introduction, price control) or any
event, occurrence or circumstances that is beyond the Parties control and
that is not caused by or contributed to by either of the Parties (each
being a “Force Majeure Event”).
11.3. If any of the Force Majeure Events directly affect fulfillment of the
obligations during the period determined by the present Agreement, the
time for obligations to be fulfilled will increase accordingly by the
duration of the Force Majeure Event. No reduction or suspension in the
deliveries or receipts of the Goods due to any of the above-mentioned
circumstances shall extend the term of this Agreement or terminate the
same.
11.4. However, if the Force Majeure Event lasts for more than 30 (thirty) days,
the Parties have the right to cancel the present Agreement partially or
completely, without prejudice to any sums owing by either Party to the
other Party for performance rendered hereunder. In such case, neither of
the Parties will have the right to claim for any reimbursement of
possible loss from the other Party.
11.5. Any Party claiming excuse by reason of Force Majeure shall deliver prompt
written notice to the other Party of the event or circumstance and the
expected duration of the Force Majeure Event. A certificate issued in
original by a competent recognized authority should be deemed as
sufficient proof for the claim of the existence of the Force Majeure
Event and for its duration.
11.6. With the exception of cases specifically mentioned in this Agreement, no
claims for special, indirect or incidental, punitive exemplary or
consequential damages of any nature or lost profits, or revenues or other
business interruption, or damages shall be made by either Party against
the other under this Agreement.
12.
APPLICABLE LAW
12.1. The validity, interpretation or performance of this Contract shall be
governed and adjudicated in accordance with The Russian federation Law ,
United kingdom state law and international chamber of commerce regulation
without regard to any other law, which may be imputed in accordance with
choice of law rules applicable in any jurisdiction. Neither Party shall,
however, be precluded from pursuing arrest, attachment and/or other
conservatory, interlocutory or interim action in any court or exercising
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any contractual rights in relation to the Product or Vessel provided for
elsewhere in the Contract.
12.2. If a dispute arises out of or relates to this Contract, or the breach
thereof, and if the dispute cannot be settled through negotiation, the
parties agree first to try in good faith to settle the dispute by
mediation administered by an agreed single mediator before resorting to
legal
arbitration,
litigation,
or
some
other
dispute
resolution
procedures.
12.3. Where any matter under this Contract is to be determined by a referee or
the Parties agree that any particular matter be so determined, the
referee shall be a person fitted by the possession of expert knowledge
for the determination of the particular matter in question. The referee
shall be nominated by agreement between the Parties or, in default of
such agreement, within 21 days of the date of the first nomination by
either Party to the other, by the President for the time being of the
Institute of Petroleum of the United Kingdom at the request of either
Party. The Parties shall furnish the referee with all information,
written or oral, and other evidence, which he/she may reasonably require
for his/her determination. The referee shall act as an expert not as an
arbitrator and his/her decision shall be final and binding on the
Parties. The costs of such referee shall be shared equally between the
Parties.
BREACH AND SANCTIONS
13.1. Notwithstanding Clause 11, “Liability Exemptions” hereinabove, in case of
failure of the Seller or the Buyer (the “Non-Performing Party”) to comply
with any of the obligations assumed under this Contract, the other Party,
without prejudice to any other recourse available to them, may consider
such failure as a breach of this Contract and terminate the same, or to
unilaterally suspend its performance until such failure is remedied, and
in any case may claim direct damages for the breach of this Contract from
the other Party, to the extent allowed by the terms and conditions set
forth herein.
13.2. In case the Seller delays delivery of the Goods according to the delivery
schedule agreed and authorized by both Parties (and set out in Appendix
No.3), the Seller will pay to the Buyer compensation at the rate of 0.1%
from the undelivered Goods cost for each delayed day, but which in total
shall not exceed 5% (five percent) of the value/price of undelivered
Goods lot. The payment of such compensation does not exempt the Seller
from the fulfillment of its obligations.
13.3. In case the Buyer delays payment according to payment terms agreed and
authorized by both Parties, the Buyer will pay the Seller compensation at
the rate of 0.1% of the unpaid amount per each day of delay, but which in
total shall not exceed 5% (five percent) of the unpaid amount. Payment of
such compensation does not exempt the Buyer from fulfillment of its
obligations.
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13.4. Failure by either Party to take action against the
other Party’s noncompliance with obligations or
within this Contract shall not be interpreted as a
for a subsequent non-compliance with the same or
conditions.
other in case of the
conditions set forth
waiver to take action
other obligations or
13.5. The Buyer warrants that the product will not be traded directly or
indirectly with or to any nation, entity or destination prohibited by the
United Nations.
14.
ARBITRATION
14.1. During loading of the tanker, arbitration samples are to be taken from
the auto sampler or flow meter. Sampling should be performed according to
the standard procedure currently accepted in Russia. Samples thus taken
shall be thoroughly mixed, put into bottles and sealed.
14.2. One part of these samples filled into not less than two bottles and
sealed by Seller or their appointed representative, is to be placed on
board the tanker under the care of the Captain for delivery to the Buyer
or their nominated representative at the discharge port. The other part
of the same samples, filled into not less than two bottles, is sealed by
the Captain, and delivered to the Seller.
14.3. The taken samples shall be considered as the only samples for
arbitration. If loading was made under the observance of the independent
Inspector, samples taken by this Inspector shall be considered as
arbitration samples.
14.4. Both Parties shall keep these samples within the duration
Contract, and in case of claims - till moment of settlement.
of
this
14.5. All disputes arising in connection with the present contact shall
settled in an amicable way firstly. Should no agreement be reached by
parties, then the case shall be brought for final settlement under
rules of Conciliation and Arbitration of the International Chamber
Commerce by one or more arbitrators in accordance with the said Rules.
be
the
the
of
14.6. 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.
14.7. Neither party shall fail to comply in a timely way with the obligations
of this part to be performed pursuant to this contract although a dispute
has arisen and proceeded to arbitration.
14.8. Findings as assessed by the designated third Arbitrator, without any
possibility of recourse, will be final and binding on both parties.
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15.
SPECIAL CONDITIONS.
15.1. 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.
15.2. 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.
15.3. 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.
15.5. CONFIDENTIALITY, NON- DISCLOSURE/NON CIRCUMVENTION:
15.5.1. 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.
15.5.2. To include but not limited to the buyer, seller, their agents, mandates,
nominees,
assignees
and
all
intermediaries
party
to
this
agreement/contract. Buyer & Seller whom formed the contract and changes
made only in writing by both parties.
15.5.3. This agreement shall be kept in the strictest confidence between them
for at least five (5) years from the date hereof.
15.6. DOCUMENTS:
15.6.1.A full set of 3/3 originals plus 3 Non-negotiable 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 Metric Tons.
15.5.2
Original quantity and quality certificates plus two (2) copies as
issued at loading port by an independent surveyor company nominated by
Seller.
15.6.3
Tanker allege report at loading port original plus2 (two) copies
with time log and Shipmaster report.
15.6.4. Certificate of Origin plus two (2) copies countersigned by a local
Chamber of Commerce.
15.6.5. Notice of readiness (NOR) lodged by Shipmaster at loading port
originals plus 2 (two) copies countersigned for acceptance by terminal’s
representative.
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15.6.6. Signed commercial invoice, based on the delivered quantity/quality as
determined by Clause 6.4 of this contract showing name of vessel date of
completion loading quantity and state of delivery.
15.6.7. Master sample receipt at loading port original plus 2 (two) copies.
15.6.8. Any other documents pertaining or related to the current trip, duly by
the authorized Buyer’s persons.
15.6.9. Certificate of Insurance Coverage with payment confirmation issued by
Insurance Company.
16.
LAYCAN – LAYTIME – DEMURRAGES
16.1. LAY-CAN
16.1.1.
Seller and Buyer hereby agree on a quarterly delivery schedule
specifying the lay-cans at Buyer’s designated discharge port(s) per
each single batch to be delivered.
16.1.2. Every fifteenth (15) day of the third (3rd) month of the current
quarter, next quarter delivery schedule shall be agreed upon by the
parties.
16.1.3. Lay cans at the Buyer’s designated discharge port(s) to be fixed with
(5) days’ range
16.2. LAYTIME
16.2.1.Buyer warrants the Seller’s nominated vessels (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) kilogram per
square centimeter (kg/m2)
16.2.2. 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.
16.2.3. 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.
16.2.4. 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.
16.3. DEMURRAGES
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16.3.1. Demurrages at both load and discharge ports, if any and if 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.
16.3.2. 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.
16.3.3. Demurrages will be based on daily rate of pro-rata thereof. As per
charter party
16.3.4.
If the vessel arrives at the discharge terminal ahead of the range
of days in accordance with Clause 17.1.3, such notice shall only be
effective as from 00.01 hours on the first of three days, unless the
discharge terminal begins to discharge the vessel before such time. In
the case of a vessel arriving later than the range of days accepted, the
discharge terminal will use his best efforts to minimize the delay to
discharge. However, in such cases, LAYTIME will only start to count upon
vessel being all fast in berth.
17.
LETTER OF INDEMNITY
17.1.
In case the Seller is 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.
17.2.
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.
17.3.
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.
18.
ASSIGNMENT
18.1. A Parties may assign this Contract or its total or partial performance
hereof to any other Company only with the prior written consent of the
other Party, such consent not to be unreasonably withheld if evidence
satisfactory to the other Party of the continual and timely performance of
this Contract is provided. The assignee will assume the obligations of the
assignor as if the assignee was an original party to this Contract. Formal
notice of the assignment shall be rendered to the Buyer or the Seller (as
the case may be), expressly indicating thereon the assignee's full Contact
particulars.
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19.
GENERAL
19.1. This Contract contains the entire understanding between the Parties with
respect to the transactions contemplated hereby and can only be amended
by a written agreement executed by both Parties. Any prior agreement,
written or verbal, shall be superseded by this Contract.
19.2. This Contract may be executed simultaneously in six (6) counterparts each
of which shall be deemed to be an original but all of which together are
to constitute a single instrument. The text of this Contract (Hard-copy)
is in English language only and is signed in six (6) originals, two (2)
of which for the Buyer, and four (4) for the Seller.
19.3. The clauses and other headings in this Contract are for convenience of
reference only and shall not be interpreted in any way to limit or change
the subject matter of this Contract.
19.4. All signed Appendices, Attachments, Annexes and Supplements form part of
this Contract and are integral parts of this Contract.
19.5. With the exception of cases specifically mentioned in the present
contract, neither party may be held liable for indirect limited or
consequential losses resulting from non-performance of the obligations
hereunder.
19.6. Conditions that have not been specified in the Contract shall be governed
by INCOTERMS™ 2000 and subsequent amendments related to CIF designated
discharge port on inside customs and outturn quantity/quality basis.
19.7. EDT (Electronics document transmissions) shall be deemed to be valid and
enforceable in respect of the provisions of this Contract. Either Party
may request hard copy of any document that has been previously
transmitted by EDT.
19.8. Both Parties agree that the signed and sealed fax or EDT copies of the
Contract are fully binding and enforceable as if they were the validly
executed original Contracts and they shall remain so until signed hard
copy originals of this Contract are exchanged by courier, at which time,
the hard copy originals of this Contract shall be the binding instrument.
19.9. Grammatical mistakes, if any, shall not be regarded as Contract errors or
omissions.
19.10.
Any information contained herein shall be kept confidential, and
shall not be subsequently disclosed to third parties or reproduced in any
way provided, however, that each Party may disclose such information to
the Party’s affiliates, agents, employees, lenders, counsel, accountants
or advisors who have a need to know such information and have agreed to
keep such terms confidential, or as may be required in order to comply
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with
any
law
or
government
regulations
requirements), court or regulatory proceeding.
(including
reporting
19.11.
Any changes to this Agreement must be brought forward and mutually
agreed upon and initialed.
19.12.
If the current supply of the commodity diminishes due to
circumstances beyond the seller’s control, the seller will immediately
search out other sources to fulfill Agreements commitments.
20.
DURATION OF THE CONTRACT
20.1. The present Contract comes into force from the date of its signing by the
Parties, complete with all appendixes, and will be valid till the moment
of complete fulfillment of deliveries and payments, which are compulsory
for both parties, their heirs, successors, assignees, principals and
agents.
21.
LEGAL ADDRESSES AND COMMUNICATIONS
21.1. SELLER
Buyers Company:
Buyers Reg. address:
Reg./Licenses’ №:
Board Members:
Telephone No:
Fax No:
Email:
Http.//website
BUYER
Buyers Company:
Buyers Reg. address:
Reg./Licenses №:
Reg./Lic.to import:
Board Members:
Telephone No:
Fax No:
Email:
Http.//website
22. BANKING COORDINATES
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22.1. Seller’s Fiduciary financial consultant Bank
(GOLDSTANDARD INVESTMENT COMPANY LIMITED);
BANK NAME
BANK ADDRESS
IBAN/ACCOUNT NO.
SWIFT CODE
BANK OFFICER
BANK PHONE NUMBER
BANK FAX NUMBER
ACCOUNT NAME
22.2. Buyer’s Bank
BANK NAME
BANK ADDRESS
ACCOUNT NO.
SWIFT CODE
BANK OFFICER
BANK PHONE NUMBER
BANK FAX NUMBER
Corresp.
Bank
xxxxxxxxxxxxxxx
Bank Address
of
S.W.I.F.T.
ACC.WITH CORRESP.BANK
23.
NCND AGREEMENT
Parties hereby confirm with full corporate responsibility, under penalty of
perjury, that the period of the present contract, shall be from the date of
11th, October 2008 to, 08th October 2009 (ICC 1983 EDITION Paris), of Non
Circumvention, and Non Disclosure Agreements. Parties are agreeing to help each
other, in any situation, and to issue all necessary information on time.
Parties hereby confirm that they are not to give any information to third
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Parties in regards to this present signed contract, for the contracted period.
Text of the NCND Agreement is provided.
24.
CONCLUSION
The Present Contract is compiled in containing (15) fifteen pages, and (7)
seven Appendices, all together the total Contract pages are (25) twenty five
pages. The Contract is in English; all concerned parties deem this
Electronically Transmitted Contract enforceable after being amended and signed
by the Buyer and Hard Copy of the Contract is requested by Buyer from the
Seller.
Appendices:
No.
No.
No.
No.
No.
No.
No.
1
2
3
4
5
6
7
–
–
-
Certificate of Quality
Delivery Schedule
Price
Terms of Payment
Text RDLC/MT103
Text Performance Bond
Proof of Product Documents
The Appendices form an integral and obligatory part of the Contract
Signed and sealed this 11TH day of October, 2008
SELLER
XXXXXXXXXX,
ORIGINAL SIGNATURE TO BE SIGNED ON AFFIVADITED (SOLICITED) COPY
----------------------------------------------------General.Director
Date: TH day of December, 2008
BUYER
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---------------------------------------------Mr.
General Director
TH
Date:
day of October, 2008
APPENDIX № 1
Certificate of Quality
Quality of D-2 DIESEL FUEL LO.2/62 delivered under the present contract should
meet to requirements of GOST 305-82, switching, but not being limited to the
requirements of the mentioned below specification.
COMPONENTS: THE AGREED TABLE FOR D-2 10.2/62
N
O
0
1
TEST
Density@15 ºC
METHOD ASTM /
IP
ASTM D 405296
ASTM D 129899
ASTM D 130098
ASTM D 86-00a
SPEC
RESULTS
25 Max
UNI
T
Kg/
L
Kg/
L
-
370 Max
ºC
365.7
1.5 –
5.8
0.020.04
Max
0.1 Max
cst
4.0(typi
cal)
0.02
REPORT
REPORT
0.8443
-
0
2
0
3
0
4
0
5
COLOUR
0
6
Carbon Residue (10%
Residue)
ASTM D 453000
0
7
0
8
Flash Point
ASTM D 93-00
60 Min
ºC
< 0.1
(typical
)
62.0 Max
Total Acid Number
ASTM D 974-97
0.25
Max
0
9
Strong Acid Number
ASTM D 974-97
Nil
1
Water by
ASTM D 95-99
Max
mgK
OH/
g
mgK
OH/
g
%
0.1
(typical
)
Nil
(typical
)
< 0.05
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Distillation @ 90%
Recovered
Kinematics Viscosity
@ 40 ºC
Sulphur
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ASTM D 445-97
ASTM D 262298
1
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Wt
%
Wt
1.10
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0
Distillation
0.05
vol
ASTM D 48200a
Max
0.01
%
wt
Cetane Index
ASTM D 976-00
47 Min
-
(typical
)
0.002
(typical
)
55
1
1
Ash
1
2
1
3
1
4
Pour Point
ASTM D 97-96a
( * )
ºC
-10 Max
Sediment by
Extraction
ASTM D 473-95
0.01
Max
Wt
%
< 0.01
(typical
)
1A
1
Copper Corrosion
ASTM D 130-94
1 Max
5
Summer from March to October
(PP -5.0'lC)
(CP 0'lC)
Winter from November to February
(PP -10.0'lC) (CP -5.0'lC)
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APPENDIX № 2
DELIVERY SCHEDULE
(Monthly quantities plus/minus 5% to be balanced to the grand total of
6,000,000
MT over the first 12-month-period of 500.000 MT x 12-months Delivery schedule)
500.000
500.000
500.000
500.000
500.000
MT
MT
MT
MT
MT
FEBUARY/2009
03/2009
04/2009
05/2009
06/2009
500.000 MT 07/2009
500.000 MT 08/2009
500.000 MT 09/2009
500.000 MT 10/2009
500.000 MT 11/2009
500.000 MT 12/2009
500.000 MT 01/2010
500.000 MT 02/2010
GRAND TOTAL 6,000 000
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000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
000.000/TX082BS
TBN
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
ROTTERDAM
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Appendix №3
1.
PRICE
1.1. Price is offered at USD $ 373 .00 Gross / USD $ 365 .00 Net per Metric
Ton as fixed price for the XXX monthly shipments of 500,000MT Metric Tons
per month.
1.2. Price is offered on a CIF; Basis.
1.3. The Buyer will issue a revolving irrevocable revolving documentary letter
of credit to seller’s bank upon PRESENTATION OF DOCUMENTS LISTED IN
CLAUSE 1.7. Appendix No.4 of this Agreement.
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Appendix №4
TERMS OF PAYMENT
1.1
Payment should be made by means of Irrevocable revolving documentary letter
of with the value of each shipment of 500,000 MT. This RDLC shall be
automatically revolving to the next month on draw down of the previous month
for the period of the contract plus any Rollovers or extensions.
1.2
Face value of the revolving irrevocable revolving documentary letter of
shall be sufficient to cover the amount in USD for the value of 1 (one)
shipment.
1.3
Seller’s invoice will be based on the independent international surveyor’s
certificate of quantity/quality at loading and unloading seaport.
1.4
All invoices shall be paid without offset, counterclaim or deduction at
sight after completion of discharge, upon presentation of the document
listed in Clause 1.7.
1.5
If payment due date falls on a banking holiday then payment shall be made on
or after the nearest preceding business day to the due date.
1.6
Settlement for any month’s shipment shall be made against presentation of
the following documents:-
1.6.1 Beneficiary’s signed commercial invoice in triplicate covering the Commodity
cost based on the weight/tonnage indicated in the Bill of Lading.
1.6.2 Full set of 3/3 original and 4 non-negotiable copies “Clean on Board” marine
Bill of Lading, issued or endorsed to the order of BUYER, signed by Captain
or shipping agent and indicating the following:
1.6.2.1
Quantity in MT and/or Cubic Meter (M3).
1.6.2.2
Port of Loading.
1.6.3.3 Product descriptions: RUSSIAN Diesel fuel L0.02-62, GOST 305-82
Specifications, as per ANNEX “A”.
1.6.3.4Certificate of Quality, issued or signed by the independent international
surveyor (“SGS” or equivalent) at the port of loading, quality conformity to
specifications, as per the RUSSIAN Diesel fuel L0.02-62, GOST 305-82
stipulated in ANNEX “A” hereto.
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1.6.3.5Certificate of Quantity issued or signed by independent international
surveyor (“SGS” or equivalent) at the port of loading and unloading,
indicating the quantity in metric tons and/or cubic meters.
1.6.3.6 Certificate of Origin, issued or signed by the Chamber of Commerce or
Customs Authorities, specifying the country of origin of the Commodity.
1.7 In the event of any difference between the total amount drawn from the
established bank instrument and the amount corresponding to the total value
of cargo effectively delivered as assessed at the unloading port, then such
difference shall be carried over to the next consecutive shipment, free
without cost to Buyer, otherwise deducted from the next month invoice to be
payable by Buyer’s Bank, with full consent of the Seller.
1.8
If the SELLER’S reasonable judgment, the Buyer’s financial capability has
become impaired or unsatisfactory, after suitable warning, the Seller may
call in the RDLC. The SELLER may then terminate the Contract and shall be
entitled to the remedies set forth in Clause “17”.
1.9. Banking Procedures
1.9.1. Within five (5) Business Days after the signing hardcopy of this Contract
by both parties, the Buyer’s bank shall transmit to the Seller’s bank, via
bank swift, facsimile or courier, a bank letter signed and sealed from a
bank officer confirming that a revolving IRREVOCABLE DOCUMENTARY LETTER OF
CREDIT will be opened in (5) Business Days after receiving; and confirming
buyer’s readiness to issue activate IRREVOCABLE DOCUMENTARY LETTER OF CREDIT
after receiving seller’s full proof of product.
1.9.2.The Seller’s bank, upon acceptance of the bank letter detailed in Clause
1.10.1 above, but no later than five (5) Business Days from receipt of the
bank letter, shall communicate with the Buyer’s Bank and agree on final
wording of final RDLC. Thereafter, Buyer’s bank shall SWIFT a Pre-Advice MT
760 to Seller’s Bank.
1.9.3. Seller’s bank shall swift to Buyer’s bank not later than five (5) Business
Days upon receipt of Buyer’s banking instrument set out in Clause 1.10.5 above, a
complete Proof of product.
1.9.3.1 Copy of Export License issued by Russian Ministry of Energy
1.9.3.2 Resource notice from Oil Company (Proof of Product) confirming
contractual volume of Goods to Seller, free for export
1.9.3.3Original quantity and quality certificates plus two (2) copies as issued
at loading port by an independent surveyor company nominated by Seller.
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1.9.3.4. Copy of the production or processing contract, showing the Exporter of
Records has current valid contract with refinery for production of gasoline
oil or has current valid supply crude oil contract with the refinery to cover
supply and delivery of quantity of Contract.
1.9.3.5 Notice of readiness (NOR) lodged by Shipmaster at loading port
originals plus 2 (two) copies countersigned for acceptance by terminal’s
representative.
1.9.3.6 Signed commercial invoice, based on the delivered quantity/quality as
determined by Clause 6.4 of this contract showing name of vessel date of
completion loading quantity and state of delivery.
1.9.3.7.A full set of 3/3 originals plus 3 Non-negotiable 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 Metric Tons.
1.9.3.8. Certificate of Insurance Coverage with payment confirmation issued by
Insurance Company.
1.9.3.9. Any other documents pertaining or related to the current trip, duly by
the authorized
Buyer’s representative.
2.1 .The Seller’s banks, upon acceptance of the bank letter detailed in Clause
1.9.2 above, but no later than five (5) Business Days from receipt of the
bank letter shall notify the Buyer’s Bank that they are ready to issue a
Performance Guarantee to the Buyer’s Bank.
2.2…Seller’s bank shall place in the Buyer’s bank a Performance Guarantee in the
amount of two (2%) percent of the value of one (1) month’s lifting of said
commodity.
2.3 Upon completion Clause 2.4 above, Buyer’s bank shall issue to the Seller’s
bank, an irrevocable revolving documentary letter of payable CIF. Delivery of
the Product which activates the Fully Operative Performance Guarantee in the
amount of two (2%) percent of the value of one (1) month’s lifting of said
commodity in FAVOUR of the Buyer. Should the Seller fail to supply the
product, this 2% Performance Guarantee will be paid to the Buyer and
intermediaries accordingly as compensation.
2.4. Within five (5) Business Days of receipt and verification of the Proof of
Product, the Buyer will send Seller notification of verification and
acceptance of Proof of Product.
2.5. Each Party hereto will bear its respective banking costs and charges.
2.6. Should any amendment to the irrevocable revolving documentary letter of be
requested once the same has been issued, then the Party requesting the
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amendment will be responsible for the payment of the related costs. Where
amendments are needed to ensure that the relevant instruments comply with the
provisions of this Contract, the Party responsible for arranging the relevant
instrument shall bear the full amount of the related costs.
Appendix № 5
SWIFT WIRE CONFIRMATION FORMAT
MT-760
DATE:
FROM:
BANK
BANK
BANK
BANK
BANK
TO:
ADDRESS
OFFICER
TEL & FAX
SWIFT CODE
BANK
BANK ADDRESS
BANK SWIFT CODE
BANK OFFICER
IBAN / ACCOUNT NR
ACCOUNT NAME (BENEFICIARY)
WE ----- Bank name------, REPRESENTED BY THE UNDERSIGNED OFFICERS, HEREBY CONFIRM
WITH FULL BANK RESPONSIBILITY AND LIABILITY THAT WE HOLD IN ACCOUNT NAME ------------------------------------ ACCOUNT NR-----------------------------CASH FUNDS VALUED AT -----USD / ----- (AMOUNT) ------. (AMOUNT IN WORDS) AS OF
THE DATE OF THIS TRANSACTION, IN FAVOUR OF THE ABOVE BENEFICIARY.
WE FURTHER CONFIRM THAT UPON INSTRUCTION FROM OUR CLIENT, WE HAVE BLOCKED THESE
FUNDS IN FAVOUR OF THE ABOVE BENEFICIARY FOR A PERIOD OF ONE YEAR AND ONE DAY
FROM THE DATE OF ISSUE OF THIS MESSAGE FOR THEIR FULL USE AND BENEFITS AT THE
DISCRETION AS THEY MAY DEEM FIT.
WE FURTHER CONFIRM THAT THESE FUNDS ARE GOOD, CLEAN, CLEARED, LEGITIMATELY EARNED
CASH OF NON-CRIMINAL ORIGIN AND THIS ACCOUNT IS FREELY UNENCUMBERED AND
AVAILABLE.
WE FURTHER CONFIRM THAT THE ORIGINAL HARD COPY OF THE SWIFT SHALL FOLLOW TO YOUR
BANKING COORDINATES WITHIN FIVE (5) BANKING DAYS.
THIS COMMUNICATION MAY BE VERIFIED ONLY ON A BANK TO BANK BASIS VIA SWIFT.
THIS IS AN OPERATIVE INSTRUMENT TRANSFERABLE AND ASSIGNABLE.
BANK OFFICER’S NAME
OFFICER’S NAME
TITLE & NUMBER
TITLE & NUMER
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Documentary letter of Credit
(Final text to be agreed upon between Buyer’s and Seller’s Banks)
WE HEREBY ISSUE OUR IRREVOCABLE REVOLVING DOCUMENTARY CREDIT
N U M B E R
: LCIM
BY ORDER
FOR ACCOUNT OF
IN FAVOUR OF:
AMOUNTING TO: USD 00000,000,000.00 (UNITED STATES DOLLARS)
VALID UNTIL:
TBA, AT OUR COUNTERS IN…
AVAILABLE WITH US IN …
BY DEFERRED PAYMENT AT SIGHT AFTER BILL OF LADING
DATE (B/L DATE TO COUNT AS DAY ZERO) AGAINST PRESENTATION OF THE FOLLOWING
DOCUMENTS ISSUED IN ONE ORIGINAL PLUS THREE COPIES, UNLESS OTHERWISE STATED:
1) SIGNED COMMERCIAL INVOICE, SHOWING B/L QUANTITY IN METRIC TONS, B/L DATE AND
EVIDENCING FULL PRICE CALCULATION.
2) 3/3 ORIGINAL CLEAN ON BOARD OCEAN / MARINE BILLS OF LADING ISSUE OR ENDORSED
TO THE ORDER OF(OPENING BANK) MARKED 'FREIGHT PAYABLE AS PER CHARTER PARTY'
PLUS 3 NON-NEGOTIABLE COPIES. EACH ORIGINAL TO BE ORIGINALLY SIGNED BY MASTER
OR VESSEL'S AGENTS.
3) CERTIFICATE OF QUALITY ISSUED AT LOADING INSTALLATION
4) CERTIFICATE OF QUANTITY ISSUED AT LOADING INSTALLATION.
4) CERTIFICATE OF ORIGIN.
5) TIME SHEET AND/OR STATEMENT OF FACTS.
6) ULLAGE REPORT.
7) MASTER'S RECEIPT FOR DOCUMENTS.
8) MASTER'S RECEIPT FOR SAMPLES.
9) TANKS' CLEANLINESS CERTIFICATE OR TANKS' INSPECTION CERTIFICATE.
10) CARGO MANIFEST.
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DIESEL FUEL L0.2/62-D2 GOST 305-82
COVERING:
MONTHLY QUANTITIES OF 500,000 (XXXXX) METRIC TON OF Diesel fuel L0.02-62, GOST
305-82 AS PER APPENDIX NO. 1 TO CONTRACT NO.NG1417-67 (COPY OF APPENDIX NO. 1
ATTACHED HERETO); TOTAL CONTRACT QUANTITY BEING OF 6,000,000 METRIC TONS TO BE
DELIVERED OVER A PERIOD OF 12 MONTHS WITH ROLLS AND EXTENSIONS UNTIL, 200( X ).
FIXED PRICE :( PLATTS OIL GRAM PRICE REPORT, PRODUCT PRICE ASSESMENTS. CARGOES
C.I.F USD TBA PER METRIC TON EUROPE MARKETS CANWIRE PUBLICATION WITH” AGAINST
Diesel fuel L0.02-62, GOST 305-82. Any Safe World Port.
SPECIAL CONDITIONS:
--------------------------------A) PARTIAL SHIPMENTS ARE ALLOWED.
MINIMUM SHIPMENT PER VESSEL X 50,000 MT (FIFTY THOUSAND)
FIVE PERCENT).
+/- 5% (PLUS/MINUS
B) BUYER’S ACCOUNT, ALL OTHER CHARGES ARE FOR BENEFICIARIES' ACCOUNT, EVEN
UTILIZED OR NOT.
C) DOCUMENTS PRESENTED LATER THAN 21 DAYS AFTER BILL OF LADING DATE BUT STILL
WITHIN THIS CREDIT VALIDITY ARE ACCEPTABLE.
D) CHARTER PARTY BILLS OF LADINGS ACCEPTABLE.
E) IF PAYMENT DUE DATE FALLS ON A SATURDAY OR A BANK HOLIDAY IN NEW YORK OTHER
THAN MONDAY, THEN PAYMENT TO BE MADE THE PREVIOUS BANK WORKING DAY. IF PAYMENT
DUE DATE FALLS ON A SUNDAY OR A MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT SHALL
BE MADE THE FOLLOWING BANK WORKING DAY.
F) L/C AMOUNT TO AUTOMATICALLY FLUCTUATE UP OR DOWN IN ORDER TO COVER VALUE OF
THE TWO-MONTHLY QUANTITY CALCULATED AS PER ABOVE PRICE CLAUSE, WITHOUT
FURTHER AMENDMENT ON OUR PART.
G) PHOTOCOPIES AS COPIES ARE ACCEPTABLE
H) SHIPPING DOCUMENTS BEARING THE DATE EARLIER THAN THE L/C DATE ARE ACCEPTABLE.
STANDARD LEGAL CLAUSES FOR DOCUMENTARY L/C’S
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Appendix № 6
PERFORMANCE BOND
FROM:
TO:
OUR PRINCIPALS (SELLER) XXXXXXXXXXXX GROUP MOSCOW. RUSSIA, (HEREINAFTER CALLED
THE SELLER) INFORMS US THAT (BUYER) XXXXXXXXX, HAVE CONCLUDED A CONTRACT DATED 11
OF XXXXXX, 2008 WITH, FOR THE SUPPLY OF 500 000 METRIC TONS PER MONTH AND GRAND
TOTAL OF 6,000 000, OF DIESEL FUEL L0.2/65 305-82 FOR SIX MONTHS PERIOD.
AT THE PRICE: USD GROSS $ 373.00/NET $ 365.00 with USD$ 8.00 for commissions
COMMISIONS TO BE SPLIT BETWEEN SELER AND BUYER SIDE CONSULTANTS AND FACILITATORS.
SELLER SIDE USD $4,00 /MT (CLOSED)
BUYER SIDE USD $4,00/MT (1,00 USD JUAN SOTO) 3,00 SIDE BUYER
AS PER CONTRACT IN USD PER METRIC TON FOR DELIVERY C.I.F.C/F
ACCORDING TO THE ABOVE CONTRACT, SELLER AGREES TO FURNISH YOU, THE BUYER, WITH A
PERFORMANCE BOND OF THE AMOUNT OF USD 000,000,000.00 (UNITED STATES DOLLARS)/ FOR
TWELVE CALENDER MONTHS.
THIS BEING STATED, WE,CAJA MURCIA BANK(SELLERS BANK), IRRESPECTIVE OF THE
VALIDITY AND THE LEGAL EFFECTS OF THE ABOVE MENTIONED CONTRACT AND WAIVING ALL
RIGHTS OF OBJECTION AND DEFENCE ARISING THEREFROM, HEREBY ISSUE OUR IRREVOCABLE
REVOLVING RDLC, AND HEREBY UNDERTAKE TO PAY YOU ON FIRST DEMAND ANY AMOUNT
UP TO THE MAXIMUM AMOUNT OF RDLC
0000,000,000.00 USD (UNITED STATES DOLLARS)
UPON RECEIPT OF YOUR DULY SIGNED REQUEST STATING THAT THE “SELLER” HAVE FAILED TO
FULFIL THEIR CONTRACTUAL OBLIGATIONS AS FOLLOWS:
QUOTE
WE, XXXXXXXX PAYMENT OF USD (INSERT AMOUNT CLAIMED) IN CONSIDERATION THAT MESSRS
XXXXXXXXX MOSCOW RUSSIA HAS NOT PERFORMED THEIR CONTRACTUAL OBLIGATIONS.
THIS PERFORMANCE BOND SHALL ENTER INTO FORCE ONLY UPON RECEIPT OF A BANKABLE
IRREVOCABLE; REVOLVING RDLC ISSUED BY A FIRST RATE BANK FOR THE AMOUNT OF USD
0000,000,000.00 USD
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(UNITED STATES DOLLARS) ADVISED THRU US TO THE SELLER SHOULD WE NOT BE IN
POSSESSION OF SUCH REVOLVING SBLC UNTIL 9 BANKING DAYS AFTER THE DATE OF RECEIPT
OF THIS PERFORMANCE BOND BY YOU?
SHOULD WE NOT BE IN POSSESSION OF SUCH RDLC UNTIL (BEING NINE BANKING DAYS AFTER
THE DATE OF YOUR ADVICE OF THIS GUARANTEE TO YOU), THIS GUARANTEE WILL BE NULL
AND VOID WITH IMMEDIATE EFFECT.
ONCE IN FORCE, OUR GUARANTEE IS VALID UNTIL AUGUST, 2009 AND EXPIRES IN FULL
AND AUTOMATICALLY, SHOULD YOUR WRITTEN /REQUEST FOR PAYMENT OR TELEX/SWIFT NOT
BE IN OUR POSSESSION AT OUR ABOVE ADDRESS ON OR BEFORE THAT DATE; REGARDLESS
OF SUCH DATE BEING A BANKING DATE OR NOT.
OUR PERFORMANCE BOND WILL BE REDUCED BY EACH PAYMENT MADE BY US AS A RESULT OF A
CLAIM.
Appendix № 7
Proof of Product Documents
1.1 Copy of Export License issued by Russian Ministry of Energy
1.2 Resource notice from Oil Company (Proof of Product) confirming contractual
volume of Goods to Seller, free for export
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1.3
Original quantity and quality certificates plus two (2) copies as issued
at loading port by an independent surveyor company nominated by Seller.
1.4. Copy of the production or processing contract, showing the Exporter of
Records has current valid contract with refinery for production of gasoline
oil or has current valid supply crude oil contract with the refinery to cover
supply and delivery of quantity of Contract.
1.5
Notice of readiness (NOR) lodged by Shipmaster at loading port originals
plus
2
(two)
copies
countersigned
for
acceptance
by
terminal’s
representative.
1.6
Signed commercial invoice, based on the delivered quantity/quality as
determined by Clause 6.4 of this contract showing name of vessel date of
completion loading quantity and state of delivery.
1.7 .A full set of 3/3 originals plus 3 Non-negotiable 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 Metric Tons.
1.8. Certificate of Insurance Coverage with payment confirmation issued by
Insurance Company.
1.9. Any other documents pertaining or related to the current trip, duly by the
authorized Buyer’s representative.
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