SALES AND PURCHASE AGREEMENT GAS OIL D2 GOST 305-82

CONTRACT NUMBER I.T.C S.A./061.212.002 500K/MTx12

This Agreement (“The Agreement”), Made on the 02 of January, 2013 by Buyer (xxxxxxxxxxxxxxxxxxxxxxxxxxx ) and Seller (

BUYER COMPANY:

REPRESENTED BY:

TITLE:

ADDRESS:

IRVING ;

PHONE:

FAX or E-FAX:

E-MAIL:

Hereinafter referred to as the “BUYER”

And

SELLER COMPANY: I

REPRESENTED BY: Mr

TITLE: President

PASSPORT NUMBER: 601160463

ADDRESS: C

Hereinafter referred to as “SELLER”

Buyer and Seller shall hereinafter 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.

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

Execution Date: The date on which the Seller and the Buyer receive their respective copies of this agreement, or as may be indicated otherwise in The Agreement.

Proof of Product (POP): Documentation to be provided by the Seller to the Buyer through refinery holding bank.

International Independent Laboratory: # SGS — Society General de Surveillance #

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.

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.
The Seller sells and the Buyer buys on basis FOB the D2 GOST 305-82, hereinafter named “the goods with quality conforming toAppendix “A”
The following Appendices will be considered as integral and compulsory parts of the present Contract:
1.3.1. Appendix “B” – Delivery Schedule

1.3.2. Appendix “C” – Performance Bond Text

1.3.3. Appendix “D” – Non Circumvention & Non Disclosure Working Agreement

CLAUSE 2 — COMMODITY

2.1 Russian Gasoil D2 GOST 305.82 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 500.000 (Five hundred thousand) Metric Tons per month (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 12 (Twelve) consecutive calendar months, for a total quantity of 6.000.000 (Six million) MT to be delivered over such 12 (Twelve) months period.

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 4.

3.3 That the validity of the allocation assignment, as reported in the above clauses 3.1 is subject to the acceptance by the Seller of the Buyer’s financial instrument.

CLAUSE 4 — TIME PERIOD

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

4.2 The first delivery shall take place within 30 (Thirty) calendar days from the date of issue of the Buyer’s financial instrument, issued in conformity with the stipulations of Annex C of this Agreement.

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 unit price for monthly shipment of 500.000 (Five hundred thousand) MT, shall be Gross price U$D 885 (Eight hundred and eighty five US Dollars) and Net price U$D 875 (Eight hundred and seventy five US Dollars), per MT FOB Rotterdam

CLAUSE 7 – PAYMENT AND BANKING PROCEDURES

Total Quantity

: 6.000.000 (Six million) MT (+/- 5%)

Shipment Quantity
Lif table:

: 500.000 (Five hundred thousand) MT (+/- 5 %) per month
: 50.000 MT — ROTTERDAN

Price per MT

: U$D 885 (Eight hundred and seventy five US Dollar) FOB Rotterdam

Contract Duration

: 12 MONTHS

Total Contract Value

: U$D 5.310.000.000 (Five billion three hundred and ten million, US Dollars)

Monthly Shipmentvalue

: U$D 442.500.000 (Four hundred and forty two million five hundred thousand, US Dollars)

Payment
Performance Bond

: Swift payment MT-103 With a Pre Advice to the sellers Bank
: 2.0 % (Two Percent) of the value of the MT 103 issued and acceptable to Seller (+/- 5%).

PROCEDURES :

Buyer issues Irrevocable Corporate Purchase Order (ICPO) addressed to the Seller Refinery.

Issue Draft SPA for all parties to review and endorsed along with the NCNDA/IMFPA, buyer sign and send back with letter of acceptance.

7.3Seller sends to Buyer for Verification the PPOP documents via E-mail, Product Passport (Dip-Test-Origin), Vessel Tanker Details for the lift able quantity /Certificate of Origin of the Product/Transaction Passport Certificate/statement of product availability/ Company Export License.

7.4. Upon Buyer’s verification of the product availability, Within 48 hours of receiving all the stated documents.

7.5. Buyer bank Swift to Seller Bank issue MT 103-23 or Conditional, After Seller Bank send Buyer Bank Full PROOF OF PRODUCT (POP).

7.6. Upon verification of FULL POP, Buyer makes payment for the 100% left able product cost by MT103/SBLC for rest contract to the seller’s Bank

7.7. Buyer release payment to seller bank after inspection at destination port.

7.8. Seller pays the commission to all Agents and Mandates as per signed IMFPA.

7.9. DISCHARGING RATE: BUYER’S COST /PORT OF DISCHARGE (DESTINATION PORT CIF ASWP

7.10. LOADING PORT: VLADIVOSTOK

7.11. LOADING AND DISCHARGING TERMS:

CLAUSE 8 – PERFORMANCE BOND

8.1 The Seller’s Bank, in accordance with the provisions set out, will post into the beneficiary’s bank account nominated by the Buyer, a Revolving Performance Bond to cover the 2% (two percent) of the face value of each opened revolving operative RLDC amount.

8.2 The format of the Performance Bond shall be in accordance with the latest ICC URDG458 (International Chamber of Commerce Uniform Rules for demand Guarantee).

CLAUSE 9- CLAIMS.

9.1 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

9.2 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.

9.3 All claims will be submitted in writing and include supporting documentation reasonably requested by the other Party. Both Parties will such claims by writing acceptance thereof.

CLAUSE 10 — TAXES, OBLIGATIONS AND IMPORT

10.1 The Seller shall pay all and any taxes, duties, related to the performance of this contract and collected up to the nominated load 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.

CLAUSE 11 — LIABILITY EXEMPTIONS

11.1 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.

11.2 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).

11.3 No reduction or suspension in the deliveries or receipt of Gasoil due to any of the reasons set forth above shall extend the term of this contract or terminate the same, unless any of the aforementioned circumstance(s) persist for more than thirty (30) days.

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

CLAUSE 12 — APPLICABLE LAW

This Agreement shall be interpreted in accordance with the laws of the England and Wales.

CLAUSE 13 — BREACHES & PENALTY

13.1 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.

13.2 All provisions listed under Clause 17 are subject to application of Clause 15.

CLAUSE 14 — ARBITRATION

14.1 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

14.2 Each Party shall appoint one Arbitrator who in turn will appoint a third 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 by the Arbitrator(s) may entered in any Court having jurisdiction hereof.

14.3 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 proceed into arbitration.

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

CLAUSE 15 — SPECIAL CONDITION

15.1 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.

15.2 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.

15.3 CONFIDENTIALITY NON-DISCLOSURE/ NON-CIRCUMVENTION

15.3.1 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.

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

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

15.3.4 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.

CLAUSE 16 — GENERAL

16.1 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.

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

16.3 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.

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

16.5 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.

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

16.7 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.

16.8 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.

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

16.10 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: BUYER & SELLER COORDINATES

BUYER COMPANY:

REPRESENTED BY:

TITLE:

ADDRESS:

IRVING ;

PHONE:

FAX or E-FAX:

E-MAIL:

Hereinafter referred to as the “BUYER”

And

SELLER COMPANY:

REPRESENTED

Hereinafter referred to as “SELLER”

CLAUSE 25 – BANKING DETAILS

BUYER’S NOMINATED BANK

BANK NAME:

BANK ADDRESS:

ACCOUNT HOLDER:

BANK ACCOUNT NO:

BANK OFFICER NAME:

SWIFT CODE:
BANK-CODE:

BANK TEL:

BANK FAX

SELLER’S NOMINATED BANK

Name:

Bank Name:

HSBC

Bank Address:

Country:

MEXICO

Account Name Beneficiary:

Account Number:

SWIFT–ID:

ABAN NIB:

Bank Officer:

Phone / fax Number:

E-mail

Beneficiary:
Paymaster

E-Mail:

Account Signatory: LUIS ABASCAL CRUZ

25.3 ATTACHMENTS OF THE CONTRACT.

ANNEX A — Specification of the product Russian GOST 305-82

ANNEX B — Schedule of the deliveries of the goods

ANNEX C – Text format of Documentary Letter of Credit

ANNEX D – Text format of Performance Bond

ANNEX H – Non –Circumvention & Non-disclosure Working Agreement

CLAUSE 27: CONCLUSION.

The Agreement is compiled in 8 (Eight) originals of 13 (thirty) pages including 11 (eleven) ANNEXES, with each parties retaining 4 (Four) originals. Until the exchange of originals, the Parties agree the signed stamped copies of the Agreement will be in full force and effect. Parties hereby confirm and accepted that the Contract sent by facsimile or by scanned e-mail, accepted as an original.

IN WITNESS HEREOF: IN WITNESS HEREOF:

SELLER: BUYER:

ANNEX “A”

SPECIFICATIONS FOR RUSSIAN ORIGIN

RUSSIAN GAS OIL D2 GOST 305-82

COMPONENT

UNIT

MIN

MAX

Density@ 20 deg C

Kg / m³

0.870
0.840 (China Market)

Colour

2.0

Flash point, PMCC

Deg C (°C)

Kinematic viscosity @20 deg C

C ST

3.0

6.0

Pour point

Deg C (°C)

(*)

-10.0

Cloud point

Deg C (°C)

(*)

-5.0

Mercaptan sulphur

0.01

Acidity, mg / 1000 cm³

Lodine number

g/100g

Ash

%wt

0.01

Total Sulphur

%wt

0.02

0.05

Copper corrosión

3hrs@50 deg C

(typical)

1 A

CCR on 10% Residues

%wt

0.20

Cetane index

Distillation range :

— 50% Recovered Volume

deg C (°C)

280

— 90% Recovered Volume

deg C (°C

360

— Bacteria MBC

Fibre / it

500

— Bacteria CFU

Fibre / it

1000

(*) Summer from March to October (PP – 5.0 degrees C)

Summer from March to October (CP – 0.0 degrees C)

Winter from November to February (PP – 10.0 degrees C)

Winter from November to February (CP – 5.0 degrees C)

ANNEX “B”

Delivery Schedule

FOR THE FIRST 12 MONTHS

To be agreed between the parties

Month

Year

Destination Port

Qty

Total Qty

January

2013

ROTTERDAMM

500.000

February

2013

ROTTERDAMM

500.000

March

2013

ROTTERDAMM

500.000

April

2013

ROTTERDAMM

500.000

May

2013

ROTTERDAMM

500.000

June

2013

ROTTERDAMM

500.000

July

2013

ROTTERDAMM

500.000

August

2013

ROTTERDAMM

500.000

September

2013

ROTTERDAMM

500.000

October

2013

ROTTERDAMM

500.000

November

2013

ROTTERDAMM

500.000

December

2013

ROTTERDAMM

500.000

TO BE MUTUALY CONFIRMED BY BOTH PARTIES

ANNEX “C”

Sample Text of Performance Bond to be send by MT760 or MT790 — (Final text to be agreed upon between Buyer’s and Seller’s Banks)

From: (Seller’s Bank)

To:

500.000 (Five hundred thousand) MT D2 GAS OIL per Month

We hereby issue our irrevocable, divisible, transferable and assignable and automatically revolving 11 times Letter of Credit No. ______ as follows:

Applicant

Beneficiary:

Amount:2% of FOB Value on Platt’s delivery Basis.

Validity: ______ at our bank counters in available bank

This Revolving Letter of Credit is available at our bank counters in available bank against presentation of the following documents:

Beneficiary’s written request for payment.
Beneficiary’s written confirmation of applicant having failed to deliver the goods under Contract N° I.T.C./061.212.003/500K/MTX12, or did not deliver the goods as per the terms of Contract N I.T.C./061.212.003/500K/MTX12