Represented by:
Together shall be referred to in this contract as «Party», «Parties»
1. AGREEMENT CLAUSES
The Parties mutually desire to execute this Agreement which shall be binding upon and for the benefit of the Parties, their successors, heirs and assigns, in accordance with the jurisdictional law of the negotiated and fully executed Agreement with terms and provisions hereunder agreed upon.
2. SCOPE OF AGREEMENT
The Seller hereby confirms with full legal responsibility and under penalty of perjury that the Seller is the owner of the Commodity in quantity and quality as hereunder specified, and is ready, willing, and able to enter into this Agreement for the purpose of selling the Commodity.
The Buyer hereby confirms with full legal responsibility and under penalty of perjury that the Buyer is ready, willing, and able to enter into this Agreement for the purpose of buying the Commodity in quantity and quality as hereunder specified.
3. DEFINITIONS
Barrel: A measurement of liquid mass equal to 42 U.S. gallons, (7.68 bbls equals 1,000 kg or 2,204.62262 lbs).
Commodity: Referred to as being Russian origin, JET A1 –AVIATION KEROSENE, the specifications for which appear in ANNEX A – PRODUCT SPECIFICATIONS attached hereto, and, by this reference confirmed as an integral part of this Agreement.
Day: BANKING DAY whereupon Buyer’s & Seller’s Banks are both open for business, means a bank Calendar day, unless differently specified.
Month: Means a Gregorian calendar month.
Calendar Quarter: Period ofthree (3) consecutive months commencing on the following date – January 1 – April 1 – July 1 – October 1.
Bill of Lading (B of L): 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 “m/t” per the definitions herein. This document has to be signed in original by the ship’s Master and made out in accordance with the instructions hereinafter specified in this Contract.
Delivery Date: The date mutually accepted by both Seller and Buyer as the date after which the nominated international Surveyor Company has ascertained the quantity and quality of the product on board the delivery vessel and Buyer has assumed title to the Commodity on board the delivery vessel.
Execution Date: Shall be considered the “Effective” date stated below in this Contract.
CIF: “Cargo, Insurance, Freight” – prepaid at Port of Loading, as defined under INCOTERMS 2000 (as amended in 2010).
Port of Destination: The Port of Destination in this Contract shall be Rotterdam, Netherlands or equal safe world port.
Loading Port: The ports of loading in this Contract shall be identified in advance for the delivery of the Commodity under the terms hereof.
4. QUANTITY
………………. million barrels (…,000,000) total delivered over 12 months, @ …..000,000 bbls monthly for twelve months (12) with rolls and extensions up to 60 months.
The Parties hereby acknowledge use of multiple ocean vessels in Bulk loads, of a minimum of 50,000 m/t ± 5% vessel loads, CIF (Cargo, Insurance, Freight, prepaid) for delivery to Rotterdam, Netherlands.
5. QUALITY
THE SELLER OBTAINS A QUALITY CERIFICATE ISSUED BY SGS and hereby guarantees that the quality of the Commodity sold will conform to the guaranteed specifications below for the duration of the Contract. As per specification in ANNEX A attached hereto.
6. TIME PERIOD; TERMS OF DELIVERY:
The time period for this Contract shall be for a period of twelve (12) months of product deliveries with rolls and extensions to 60 months, to commence according to a mutually agreed lifting schedule (ANNEX B) as arranged by the Seller, CIF, INCOTERMS 2000 latest edition, to be paid for upon arrival at Destination Port. Bulk loads, in 50,000 m/t minimum vessel loads, from the Russian seaport of Novorossiysk, Primorsk Terminals 5,6,7,8.
7. PRICE:
The price for the first 12 months will be (Platt’s North West European cargoes FOB NWE ROTTERDAM). Platts less DISCOUNT: Gross: USD $30.00 per Barrel, Net USD $25.00 per Barrel. Thereafter the price calculation is computed based on “Platt’s European Marketscan” quotations for A1 Jet Fuel, average of two days mean (means of the daily low and the high assessment) sequential quotations centred on Bill of Lading date (quotations immediately preceding the day of the delivery, the quotation of the day of the delivery and the quotation, under headings: “Cargoes FOB ROTTERDAM Discount NWE”
The price formula referred to throughout this Contract is to be calculated by rounding numbers to three (3) decimal places, and stated in US Dollars (USD) and shall remain fixed for the duration of this Contract
8. CONSULTING FEES AND COMMISSIONS: five US dollars (US$5.00) per Barrel. 50% Buyers side, 50% Sellers side.Two separate fee pay agreements to be endorsed and stamped by Buyers bank, 50% of commission Buyers side 50% of commission Sellers side, to be paid monthly for the duration of the contract/per lift, with all Rolls and Extensions.
9. PAYMENT:
Within three (3) days after arrival at destination port (delivery), successful arrival inspection/test results and receipt and verification of the full product loading documentslisted below, Buyer will pay by cash wire SWIFT MT103 per vessel load in accordance with Seller’s invoice.
• SGS quality and quantity inspection certificate/report
• Signed Seller’s commercial invoice,
• Vessel manifest, (packing list)
• Export permit from Russian Ministry of Energy,
• Certificate of origin,
• Charter party agreement,
• Vessel transport 110% insurance certificate,
• Bill of lading marked “freight pre-paid,
• Refinery issued transferrable performance bond (BG)
10. PROCEDURES:
10.1 Buyer requests product, (provides full company name, address and bank name)
10.2 Seller issues a “draft” contract. Buyer reviews, confirms bank information, delivery port, signs and returns to Seller.
10.3 Buyer’s Bank provides an operative Documentary Letter of Credit (ICC-600) via SWIFT MT700 or operative payment guarantee(SBLC or BG) via MT760 from a top world commercial bank, equal in US Dollar amount to one month’s delivery cost, valid for the term of the contract (twelve months:12) to Seller’s facilitating bank within 2/3 bank working days after signing and sealing the contract. (Please send copy of financial instrument bank transmission to Seller).
10.4 Seller’s bank provides a financial non-performance guarantee in the form of a Bank Guarantee (BG) to buyer equal in US Dollar amount to 2% of the Buyer’s operable financial instrument amount within 3 business days of required financial instrument issued. The Seller’s Bank Guarantee (BG) valid for the duration of the contract as mutually agreed and signed. (Please send copy of performance guarantee BG bank transmission to Buyer).
10.5 Seller, (if product is available at delivery port) provides complete product documentation package within 5 business days or less of issue of Buyer’s financial instrument. If product is not available at delivery port, Seller provides refinery issued proof of product in the form of a vessel Q88 and laycan date within ten (10) business days or less of issue of Buyer’s financial instrument followed by a complete loading document package after vessel loading including, but not limited to: SGS quality and quantity inspection certificate/report, signed commercial invoice, vessel manifest (packing list), export permit, certificate of origin, charter party agreement, insurance certificate, bill of lading marked “freight pre-paid and refinery issued performance bond within fourteen business days (14) or less of issue of Buyer’s financial instrument.
10.6 Buyer pays for product per vessel load via MT 103 wire transfer within 3 business days after arrival at destination port, inspection and vessel load product document package.
11. DELIVERY: If product is available at destination port, Seller will provide a complete and current vessel load document package within 5 business days of issue of Buyer’s financial instrument. If product is not available at destination port, document package and first shipment begins within fourteen (14) business days or less from receipt of Buyer’sfinancial instrument. (all remaining deliveries shall follow weekly until total contact amount is delivered, (see ANNEX- B, delivery schedule). Seller loading ports shall be Black Sea port Novorossiysk, Primorsk terminals 5, 6, 7, 8.
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. Non-compliance-Default action shall be declared by the Buyer against the Seller on the 31st day after receipt of Buyer’s financial instrument.if product vessel load documents are not provided.
12.2 Failure by either party to take action against the other, in case of the other party’s non-compliance with obligation or conditions set forth with this contract, shall not negate obligations or conditions of the contract.
12.3 Should non-performance be declared against the Seller, Buyer is eligible for immediate payment against the 2% financial guarantee issued by Seller’s bank and Seller shall immediately return the Buyer’s financial instrument..
12.4 Should Buyer fail to pay for product in the agreed timeframe, Buyer shall pay to Seller 2% financial fee calculated on the amount of the Buyer’s financial instrument
13. SELLER’S BANKING INFORMATION:
Bank Name: JP Morgan Chase Bank
Address: 875 N. Michigan Ave, Chicago, Illinois 60611
Account Name:
Sub Account:
Account No:
Routing No:
SWIFT Code: CHASUS33
Banker: ………… Business Banking
Telephone: 312-280-3858
Fax: 18665113380
e-mail: ………..@chase.com
14. BUYER’S BANKING INFORMATION:
BANK NAME :
BANK ADDRESS :
TELEPHONE NUMBER :
FAX NUMBER :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT :
BANK OFFICER(S) :
NO DIRECT SELLER OR BUYER BANK CONTACT WITHOUT PRIOR WRITTEN NOTIFICATION.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISION OF THIS CONTRACT.
Should either Party fail to comply with any of their obligations to the other Party related to this Contract, then the contract is null and void and the parties have the right for any actual incurred damages. The Seller and the Buyer commit to pay for any damages incurred for any and all substantial financial and product expenses incurred beyond ordinary office expenses for the issuance of the contract documentation and telephone, internet, and fax expenses incurred, and beyond normal/ ordinary travel and entertainment expenses.
15. INSPECTION
The quality and the quantity of the products shall be ascertained and certified by SGS/Saybolt at transshipment port at Seller’s cost. Four bottles/samples are collected and sealed by SGS independent inspection company at transshipment port. Two samples are given to ship’s master against a receipt for delivery to Buyer. Two other bottles/samples are kept by Seller. Samples shall be retained by theindependent inspection and transportation companies as well as the Seller/Owner and the Buyer.
16. TAXES AND OBLIGATIONS
The Seller shall pay all and any taxes, duties, related to the performance of this contract and collected up to delivery port.
17. APPLICABLE LAW
The Laws of State of Texas, U.S.A. shall govern all matters relating to the validity, interpretation or performance of this contract without regard to conflict of laws provisions.
18. ABRITRATION
All disputes arising in connection with the present contract shall be settled in an amicable way firstly. Should no agreement be reached by the parties, then the case shall be brought for final settlement under the current rules of conciliation and arbitration of the International Chamber of Commerce State of Texas, United States of America by one or more arbitrators in accordance with the said rules. The place of arbitration shall be Dallas, Texas, USA, or any other mutually agreeable venue.
In the event of Arbitration, each Party shall appoint one arbitrator, with a third appointed by an independent party. Nothing in the Contract 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 this section.
Neither Party shall fail to comply in a timely way with the obligations of this part to be performed in pursuance to The Contract although a dispute has arisen and proceeded to arbitration.
Findings as assessed by arbitration will be final and binding on both Parties without any possibility of recourse.
19. ASSIGNMENT
Buyer and Seller have the right to assign their interests in this contract to a financial Operator.
20. CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION
All parties related to this contract accept and agree to the internationally accepted I.C.C. provisions for non-circumvention and non-disclosure with regard to all and every one of the parties involved in this transaction and contract, and any additions, renewals and third party assignments, with full reciprocation for a period of Five (5) years of the execution of this contract.
21. FORCE MAJEURE
Except as otherwise set forth herein, neither the Seller nor the Buyer shall be liable for failure to perform any of their respective obligations under this Agreement, or for any delay in fulfilling any such obligations; during the time and to the extent such performance has been extraordinarily, materially delayed, hindered or prevented by an Event of Force Majeure.
An “Event of Force Majeure” shall mean an extraordinary event beyond the reasonable control of and unforeseeable by the party obligated to perform the relevant obligation, or which, if foreseeable, could not be avoided in whole or in part by the exercise of due diligence, including but not limited to acts of God, wars, insurrections, force majeure leading to the destruction of the Product or damage to the pipelines or to the port installations, floods or other natural disasters.
Should Force Majeure condition last more than 60 days, one or both parties shall have the right to cancel this contract provided that the accounts between parties are reconciled. In this case, neither of the Parties shall have the right to claim any compensation from the other Party for possible losses.
22. CONCLUSION
22.1. The present Contract is compiled in 4 (Four) copies containing 9 pages including two (2) Annexes, which are an integral part of the contract.
22.2. The contract is in English Language; all concerned Parties deem this transmitted contract enforceable after signature. Hard copies of the contract may be requested from the Seller should it be required.
23. 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 authorized to enter into and bind each representative company to the contract.
WITNESS WHEREOF; THE PARTIES HERETO SET THEIR HANDS AND ARE WITNESSED WITH SEALS UPON THIS FULL RECOURSE, COMMERCIAL COMMODITY CONTRACT, EFFECTIVE AS OF THE 16TH DAY OF OCTOBER, 2012.
THE SELLER:
…………………………… INC.
___________________________________seal:
………………….. Chairman of the Board
Passport No: ……………….. (USA)
THE BUYER:
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