CRUDE OILCONTRACT CRUDE OIL SALE PURCHASE CONTRACT

Transcription

1 CRUDE OILCONTRACT CRUDE OIL SALE PURCHASE CONTRACT

2 THIS AGREEMENT CONTRACT FOR THE SALES AND PURCHASE OF NIGERIA LIGHT CRUDE OIL IS MADE AND ENTERED INTO ASTQ HoldingsCorporation - Canada REPESENTED BY: xxxxx TITLE: President BY AND BETWEEN [HEREINAFTER CALLED THE SELLER] AND COMPANY: ADDRESS: REPESENTED BY: TITLE: HEREINAFTER CALLED THE BUYER] CONTRACT FOR SALES AND PURCHASE AGREEMENT FOR NIGERIA BLEND CRUDE OIL [CIF DELIVERY] THIS CONTRACT AGREEMENT MADE ON THIS 30TH DAY OF AUGUST, 2010 BETWEEN SELLERS COMPANY NAME: ASTQ Holdings Corporation PAGE 2

3 The company incorporated under The International Business Companies Act Chapter 270 of the Laws of Belize, Revised Edition 2000, hereinafter called the SELLER, which expression where the context so admits, shall include their personal representatives, Heirs, Successors-In Title and Assign on the one part: AND BUYERS COMPANY NAME: The company incorporated under the laws of the Company registered under the laws of the, hereinafter called the BUYER which expression where the context so admits, shall include their personal representatives, Heirs, Successors-In Title and Assign on the other part. RECITALS: WHEREAS The Seller with full authority, hereby agrees to supply and deliver the herein mentioned crude oil and fulfill all the requirements referenced to herein and shall provide the referenced crude under the terms and conditions and at the time so agreed by both Parties. WHEREAS The Seller makes an irrevocable and firm commitment to sell and deliver and the Buyer also makes an irrevocable and firm commitment to purchase and take delivery of the said product DEFINITIONS: Except where the context otherwise indicates, the following terms shall have the meaning as described to them in this paragraph 1, and shall include plural as well as singular. NNPC: API: ASTM: Commodity: Agreement: Barrel: Cargo: Day: Loading Port: Shall mean Nigerian National Petroleum Corporation. Shall mean American Petroleum Institute. Shall mean American Society for Testing and Materials. Shall mean and refers to as being Nigerian Light Crude Oil, elsewhere in this Agreement referred to as Product which specifications are detailed herein. Shall mean the Crude Oil Sales / Purchase Contract of which these specific provisions agreed between Buyer and Seller form the conditions of Sales and Purchase. Shall mean a volume of forty-two (42) US gallons corrected for temperature to (60) degrees Fahrenheit. shall mean any particular quantity of the oil loaded into vessel as set out in this agreement includes Part Cargo. Shall mean calendar day Shall, in respect of a cargo, mean the port(s) nominated by Seller for loading of such cargo in accordance with the agreement. PAGE 3

4 Dollars or USD: Grade: Lay Time: Month: Oil: Party: Parties: Quarter: Bill Of Lading: Vessel: Shall mean dollars of the United States of America. Shall mean any grade of the oil specified in the agreement. Shall have the meaning as that given to it in paragraph 13 of this agreement. Shall mean a calendar month. Shall mean Nigeria Light Crude Oil specified in this agreement. Shall mean either Seller or Buyer. Shall mean Seller and Buyer jointly. Shall mean a period of the three (3) consecutive months commencing on first (1 st ) January, or first (1 st ) April or first (1 st ) July or first (1 st ) October, etc. Shall mean the official document, issued at the Load Port after completion of the loading operations, stating the ships loaded quantity, expressed in Cubic Meters [cub meters], in Metric Tons [MT] expressed as per the above definitions. This document has to be signed in original by the ship master and made out in accordance with the instruction hereinafter specified in this Agreement. Shall mean the ship whether owned or chartered or otherwise obtained by Buyer and employed by Buyer to receive the oil at the loading port. COMMODITY: Nigerian Petroleum Product Specific Gravity at 150c, kg/1 ASTMD1298/P API at 60 Degrees F ASTM Table Salinity ASTMD 4006/1P Degrees F Color Dark Brown BS & W Content [Vol. %] ASTMD 473/1P Average Sulfur %WT ASTMD 0.14% wt Pour Point Degrees F ASTMD 97/1P.15 40º[F] Degrees F Water Content: 0.2% Vol. Max REIB Vapour Pressure: 6.52PSIG QUANTITY AND DURATION: Shipment of 2 Million US barrels +/-05% with possible rolls and extension at both parties discretion, per month for 12 months total 20milion, Barrels in a year. DESTINATION: PAGE 4

5 CIF Client Port PRICE: The price for each Barrel of Bonny Light Crude Oil delivered out-turned barrels shall be Dated Brent on the date of Bill of Lading as published by McGraw Hill market wire less discount of $2.00USD par barrel net TO BUYER. DETERMINATION OF QUALITY AND QUANTITY PAYMENT: Quantity & Quality to be ascertained by an independent Inspector appointed by the Buyer at the Loading point. His certificate of quality and quantity should be judged as the final quantity and quality of the oil delivered in to the buyer s port and the payment will be issued according to it. In U.S Dollars-Irrevocable Once Transferable Standby Letter of Credit (SBLC). Final payment is made by swift transfer immediately. DOCUMENTS: 1) Clean Ocean Bill of Lading, One (1) Original and three (3) copies 2) Seller s Commercial Invoice, One (1) Original and three (3) copies 3) SGS/Saybolt Certificate of Quality and Quantity, One (1) original and three (3) copies. 4) Certificate of Origin issued by NNPC, One (1) Original and three (3) copies 5) Certificate of Authenticity issued by NNPC, One (1) original and three (3) copies 6) Master s receipt for Samples 7) Master s receipt for Documents 8) Cargo Manifest PROOF OF PRODUCT REFERENCE No: COSD/S.T/ 58 PROOF OF PRODUCT/CARGO REF: Nº: COMD/EXP.T/28/VOL.4/2191 EXPORT PERMIT LICENCE NO: EXP.T/28/VOL.4/2191 BULK APPROVED MPR REF Nº: DPR/DS/CTO/2018.VOL.86/083 QUANTITY: 20,720,700 MILLION BARRELS TO BE LIFTED FROM 1 ST (TBA) PROCEDURE: PAGE 5

6 1. Buyer and seller sign the Sales/ Purchase Contract Agreement with Banking coordinates. 2. Seller releases loaded cargo documents for Buyer's independent verification. 3. Buyer's bank places a non-operative Letter of Credit to Seller's bank to be activated by Seller's 2% performance bond (LC must be in the format specified below). 4. Seller issues ATB to Buyer's independent inspectors. 5. Buyer's inspectors go on board vessel within 72 hours after the confirmation of the buyers LC and placement of 2% PB by the seller, to conduct Q & Q, inspection report made available to Buyer. 6. Re-assignment of cargo is done in buyer's name and CPA issued, signed by Buyer and returned to the Seller within 4 working days of receiving a positive Q & Q report. All Original documents handed over to the buyer s bank. 7. Buyer s Super cargo goes on board within 3 days after the re-assignment and CPA signed. 8. Payment via swift made to the accounts in the SPA within 72 hours of Super cargo going on board and Vessel arrived to client port. BERTH CHARGES, DUTIES AND TAXES AT DISPORT The Buyer shall be responsible for all duties and taxes levied on cargo by the authorities of the country of discharge. Title shall pass from Seller to Buyer when the complete discharge of cargo is made to the Buyer. APPLICABLE LAW: Any dispute arising during the execution of this contract shall be settled amicably. If parties fail to do so, they shall accept as final the decisions of the court of arbitration of the International Chamber of Commerce, Swiss Law to apply. Expedite procedure format and all proceedings are to be continued in English and shall be settled by arbitration in accordance with the laws of Nigeria, Switzerland and/or England as the case may be. FORCE MAJEURE: PAGE 6

7 Neither party to this agreement shall be responsible for breach of contract cause by acts of God, insurrection, and breakdown of refinery operations or supplies to the seller, civil war, military operations, and national or local emergencies. The parties hereby accept the international provisions of Force Majuro and hardships published by the International Chamber of Commerce. NON-CIRCUMVENTION/NON DISCLOSURE: The undersigned parties do hereby accept and agree to fulfil obligations due to agents and facilitators. In the event of direct, or even indirect circumvention through a third party, the circumvented party shall be entitled to legal monetary award equal to the maximum service fees it should have realized from the transaction. LANGUAGE AND SIGNING: The terms and conditions of this contract are accepted and binding on all parties to this contract. The parties confirm that each has read and understood the terms and conditions as written. If any term and condition of this contract be held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the contract shall remain in full force and effect and shall in no way be affected, impaired and invalidated. Both parties having understood all the terms and conditions of the above sale and purchase agreement hereby agree to honour all clauses with all privileges, rights and immunities pertaining herein, making this agreement effective on the date of signing by all parties and is executed in multiple copies to the parties hereto represented, each of which is equally effective. BANKING CO-ORDINATES FOR THIS TRANSACTION: BUYER AND SELLER MAY ONLY CHANGE THEIR BANKS, SUBJECT TO PRIOR NOTICE GIVEN TO THE OTHER PARTY AND PROVIDED THESE BANKS ARE ACCEPTABLE TO THE OTHER PARTY. THERE SHOULD BE NO CONTACT EITHER WITH SELLER S OR BUYER S BANK WITH OUT PRIOR WRITTEN PERMISSION. SELLER S BANKING COORDINATES: BANK NAME United Overseas Bank, Singapore BANK ADDRESS UOB MAIN 80 Raffles Place # UOB Plaza 1 Singapore BANK SWIFT CODE UOVBSGSG ACCOUNT NUMBER ACCOUNT NAME ACCOUNT OFFICER TELEPHONE MOBILE NUMBER FAX PAGE 7

8 BUYER S BANK COORDINATES: BANK NAME BANK ADDRESS BANK SWIFT CODE ACCOUNT NUMBER ACCOUNT NAME ACCOUNT OFFICER TELEPHONE MOBILE NUMBER FAX CORRESPONDENT BANK NAME BANK ADDRESS BANK SWIFT CODE ABA ROUTING NUMBER ACCOUNT NUMBER ACCOUNT NAME DECLARATION: The undersigned declare that the foregoing instrument fully sets forth the entire agreement between the parties and that the signatories below have been fully and duly authorised to enter into and bind each representative company to the contract. ATTESTATION: The above-mentioned transaction between Buyer(s) and Seller(s) involving the purchase of 2,000,000 BARRELS of BONNY LIGHT CRUDE OIL with possible rollovers and extensions. The following will set out the Protection of Fees, should a contract be executed and consummated under the terms and conditions mutually agreed upon by the Principles or their mandate Agents. PAGE 8

9 THE UNDERSIGNED HAS EXECUTED THIS AGREEMENT ON THIS 13TH DAY OF August, IN WITNESS WHEREOF the parties hereto declare that they have read and understood this Contract and are fully aware of the interpretation of all the provisions, terms and conditions herein and further that they have signed by their hand below, and have accepted and approved all covenants, terms and conditions of this Contract. We, SELLERS COMPANY NAME hereby with full corporate responsibility and with the power vested in its Officer, accept, confirm and agree to abide by this Contract. COMPANY NAME: ASTQ Holdings Corporation ADDRESS: Represented Legally By: xxxxxxxxxxx Date xxxxxxxxxx BUYER AND SELLER ATTESTS THAT THESE ELECTRONIC SIGNATURES ARE RATIFIED AND VALID FOR THIS TRANSACTION. For and on behalf of Buyer: COMPANY NAME: ADDRESS: Represented Legally By: Date Hereby with full corporate responsibility and with the power vested in its Officer, accept, confirm and agree to abide by this Contract. Witness Signed by: CORPORATE SEAL For and on behalf of Buyer PAGE 9

10 BUYER AND SELLER ATTESTS THAT THESE ELECTRONIC SIGNATURES ARE RATIFIED AND VALID FOR THIS TRANSACTION. ANEXO A LETTER OF CREDIT (ON ISSUING BANKS LETTERHEAD) ISSUER: [Buyer s Bank] LETTER OF CREDIT NUMBER: DATE OF ISSUE: DATE OF MATURITY: DATE OF EXPIRATION: BENEFICIARY: [Seller] We, [Buyer s Bank] hereby open our unconditional, irrevocable transferable confirmed, Letter of Credit, valid at your counters in favor of [Seller] for the amount of $[Amount provide] U.S. Dollars. Payment will be at sight of Q and Q report and the bill of lading from the Date of Issue (The Maturity Date). Payment is available by the Beneficiary's First written demand via Bank Wire System. Demand Hereunder must be marked drawn under Letter of Credit No: Dated [Date provided]. We hereby engage with you that the draft or proceed drawn under and in compliance with the terms of this Letter of credit is subject to Uniform Customs and Practices for Standby Credit (1996 revision) I.C.C. Publication No. l00/500. This swift automatically becomes an operative instrument upon confirmation receipt of receiving bank s 2% performance bond. All bank charges in connection with this Letter of Credit are for the account of the applicant. Letter of Credit Expires on, [Buyer s Bank] NAME AND TITLE OF AUTHORIZED BANK OFFICER ABA/SWIFT: Account #: Account Holder: SEAL SWIFT TEXT: : 40B FORM OF DOCU: IRREVOCABLE WITH CONFIRMATION : 45B/SHIPMENT OF: ISRI [Product] at [Price] per MTW under (CIF) terms. :46B/DOCUMENTS REQUIRED: SIGNED COMMERCIAL INVOICE ISSUED BY SELLER IN ONE ORIGINALS AND 3 COPIES, DESCRIPTION OF GOODS, BILL OF LADING NUMBER, PIECES OF BUNDLES OF GOODS, UNIT PRICE, TOTAL AMOUNT, GROSS/NET WEIGHT OF THE GOODS + A FULL SET (3/3) STANDARD OCEAN BILLS OF LADING, MADE OUT TO ORDER, BLANK ENDORSED, MARKED FREIGHT PREPAID. PAGE 10

11 (Authorized signature from Buyer s bank). ANEXO B BANK PERFORMANCE BONDS To: (Buyer s Bank) Attention: For the account of: (name and address of Buyer) With reference to the contract concluded with (name of Buyer) on referenced as Contract, with (name of Seller), for the purchase of a quantity of... Mt of... Crude Oil. The agreement prescribes that the SELLER will release a 2% performance bond, issued by a first class International Bank. We, (name of Seller s bank), in consideration of the above, hereby establish our irrevocable confirmed bond in favor of (name of Buyer), for the amount of US $... (US Dollars...). This bond covers the due execution and proper performance of the contract by (name and address of Seller). We hereby consider ourselves engaged unconditionally and irrevocable to pay to you forthwith, as a consequence of one or more requests of payment for non performance of the above mentioned contract substantiated by documentary evidence, within the limit of this bond, at your simple first demand (either by telex or by letter) and notwithstanding any exception and/or contestation by (name of Seller) and or any other party whatsoever, by waiving the benefit of the previous request/s of payment/s of the principal debtor, any amount that you will specify us as due to you in reference to the above mentioned sales/purchases agreement up to and not exceeding this sum. Our bond in your favor shall remain valid for a period of 3 months from the date hereof. Should we receive no claim from you up to the date of expire of this letter of bond, our liability will become null and void. This bond is governed by International laws (Authorized signature of Seller s bank) PAGE 11