SOFT CORPORATE OFFER

All our products are Russian Origin with available lift able supply within 8/7 working days period.

COMMODITY GROSS
PRICE NET
PRICE COMM.
(*) Fee to “IHL” under Cooperation Agreement
DIESEL GASOIL D2 (0,02% — 0.05% (L0.2/62 GOST 305/82) US$ 710.00 US$ 700.00 US$ 10.00 $80

MINIMUM QUANTITY IN MT 50.000
(*) Commission is in 50%-50% basis between BUYER and SELLER side (close)
(**) All prices are FIX in CIF or FOB basis ASWP.
(***)The prices is possible to change without previous notification.

ANNEX 1

DELIVERY TERM: 12 Months Contract or Spot (with possible R&E)

QUANTITY TO SUPPLY AND LIFTABLE QUANTITY: According to the buyer capacity and the logistic, where the minimum vessels will be 25,000 up to 50,000 MT and the maximum according to the buyer capacity and logistics.

PAYMENT: Revolving and Conditional MT 103 or MT 103/72 (Payment against documents and DIP TEST at the loading port)

LOADING PORT: Vladivostok and/or Novorossiysk

FOB TERMS: Vladivostok and/or Novorossiysk

NOTE: Upon the bank have been confirmed the receipt of the financial instrument, the documents will be legalized and the product ready in the tanks for the inspection, within 8/7 banking days.

PROCEDURES:

The procedures hereunder are not negotiable:

1. Buyer issues ICPO with full contact and bank details, WITH OFFICIAL CONFIRMATION FROM THE BUYER’S BANK THAT EXIST THE MT 103 CONDITIONAL or MT103/72 CONDITIONAL.

2. Supplier issues draft CONTRACT AND PROFORMA INVOICE for negotiation. Buyer and seller sign and seal after mutual agreement. (The contract and the invoice signed and sealed are sent to the banks).

3. Upon signature of the FINAL CONTRACT and PROFOMA INVOICE with transaction code product reference number, Buyer’s Bank issue for each cargo one MT 103 CONDITIONAL (to check and verify the documents and the product, including the Dip Test Authorization) and REVOLVING.
Buyer will send via Swift to the supplier’s bank, with copy to supplier’s secure E-mail address with the copy stamped on top of the Swift page or Bank Letter headed paper with the same coordinates as the Swift document.

Upon confirmation of the MT 103 CONDITIONAL OR MT 103/72 the Supplier Issue All the documents regarding to the product at following::

a) The Dip Test Authorization, tank storage, receipt and survey report made by SGS or IASC
b) Tanker Ullage report at loading port, with time log and Shipmaster report.
c) Certificate of Origin, countersigned by a local Chamber of Commerce.
d) Notice of readiness (NOR) lodged by Shipmaster at loading port, countersigned for acceptance by terminal’s representative.
e) Signed commercial invoice, based on the delivered quantity/quality, showing name of vessel date of completion, loading quantity and state of delivery.
f) Master sample receipt at loading port.
g) Any other documents pertaining or related to the current trip, duly by the authorized Buyer’s persons.
h) Certificate of Insurance Coverage with payment confirmation issued by Insurance Company.
i) Plus all the documents that may be require by the buyer.

POP Documents

• Copy of license to export issued by the Ministry of Energy.
• Copy of registration with Ministry of Justice — Export Duty Control.
• Copy of statement of allotment availability of the product by the refinery.
• Copy of the refinery commitment to produce the product.
• Copy contract to transport the Product to the Port.
• Copy of the Port Storage agreement.
• Copy of the charter party agreement(S) to transport the product to the discharge port.
• Assignment of ownership documents.
Seller issues SGS Q/Q certification, Tank Storage Receipts and Dip Test etc.

5. Buyer will receive within a short time, all relevant documents of the POP after the confirmation of the Conditional MT103. Once the buyer has received all the documents, he has 7-8 banking days to check and verify the product and all the documents (Including the DIP TEST IN THE VESSEL).

6. Once the DIP TEST is done successfully, the supplier issues COMMERCIAL INVOICE to the buyer. When the Buyer approves all the documents the product will be loaded into the vessel.
Buyer receives the Charter Party agreement with the shipping company, the insurance (110% of the value of the product) and the Q88 of the vessel.

7. Supplier issues Bill of lading within 24 hours upon completion of vessel loading.

8. After the vessel is completely loaded and before the vessel undocks the port, Buyer instructs his bank to release the payment (the MT 103 CONDITIONAL or the MT 103/72).

9. The title is issued to the name of the buyer, BANK TO BANK.

NOTE: Seller will not provide any partial or full POP before the buyer send the CONDITIONAL MT 103 FOR THE FIRST TRIAL SHIPMENT.

MT 103 CONDITIONAL OR MT 103/72 EXAMPLE MODEL (FOR BANK) AND REVOLVING.
This sample is subject to bankers approval and mutually agreed by both parties

++QUOTE

MT103(CONDITIONAL – REVOLVING) VERBIAGE:
To: Bank Name:
S.W.I.F.T:
Account Number:
Account Holder:
FROM:
Bank Officer:
Phone Number:
Fax Number:
S.W.I.F.T.:
Account Number:
Account Holder:
By the order of:
Contract Transaction code:
Supplier code:

WE, _____________, HEREBY PRESENT OUR IRREVOCABLE, DIVISIBLE, ASSIGNABLE, AND
CALLABLE CASH BACKED S.W.I.F.T.MT103CONDITIONAL (CONDITION: Payment against documents and product at the loading port) IN YOUR FAVOR FOR THE ACCOUNT OF (________________) IN THE AMOUNT OF ____________ USD$ FOR THE PURCHASE OF _____________ PRODUCT HEREIN DESCRIBED BY VERIFICATION FOR THE FOLLOWING DOCUMENTS.
LIST OF THE DOCUMENTS:
The Dip Test result occurred by the buyer inspection
Tank storage official receipts/numbers and survey report and result made by SGS or IASC
Tanker Ullage report at loading port with time log and Shipmaster report
Certificate of Origin, countersigned by country of product origin Chamber of Commerce
Notice of readiness (NOR) lodged by Shipmaster at loading port, countersigned for acceptance by terminal’s representative
Signed commercial invoice, based on the delivered quantity/quality, showing name of vessel date of completion, loading quantity and state of delivery
Master’s sample receipt at loading port
Certificate of Insurance Coverage with payment confirmation issued by Insurance Company
Titles of product ownership in the name of buyer
POP DOCUMENTS
Copy of license to export issued by the Ministry of Energy from the country of product origin
Copy of registration with Ministry of Justice -Export Duty Control
Copy of statement of allotment availability of the product by the refinery
Copy of the refinery commitment to produce the product
Copy of the contract to transport the Product to the Port
Copy of the Port Storage agreement
Copy of the charter party agreement(s) to transport the product to the discharge port
Assignment of ownership documents
Q88 of vessel
SGS Q/Q certification issued by seller as well as Tank Storage Receipts and Dip Test result
THIS S.W.I.F.T. IS CONDITIONAL UPON CERTIFICATION OF THE ABOVE DOCUMENTS.
WE HEREBY CONFIRM THAT THE FUND IS CLEAN, CLEAR AND NON-CRIMINAL ORIGIN AND FROM A LEGAL SOURCE.
THIS IRREVOCABLE S.W.I.F.T. IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE CASH PAYMENT AGAINST CONDITIONAL THE VERIFY OIL PRODUCT DOCUMENTS OUR ACCEPTANCE FOR THE PURCHASE AND DELIVERY.
INSTRUMENTS: CURRENCY: UNITED STATES OF AMERICA DOLLARS
TERM: OIL PRODUCT _________________________________________
THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, AND CALLABLE CONDITIONAL S.W.I.F.T. WIRE TRANSFER IS VALID FOR TEN (10) BANKING DAYS FROM ____ DAY OF ________ 2014 AND UNTIL THE ____ DAY OF _______ 2014 17: 00 HRS CENTRAL EUROPEAN TIME.
THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM
COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS.

BANK OFFICER BAN K OFFICER
NAME / TITLE NAME / TITLE

With revolving added the formula “the value of this instrument will be re-open every month till the end……..»

SIGN & SEAL
SELLER (DETAILS) ( BUYER (DETAILS)

++UNQUOTE

NOTE:1) That the MT 103 Conditional or MT 103/72 send to our bank must be DIVISIBLE, because this condition allow the partial payments for vessel

NOTE:2) Supplier will not provide partial or Full POP before the buyer send the MT 103 CONDITIONAL OR MT 103/72 CONDITIONAL.

ANNEX 2

Legal Report MT103/72 CONDITIONAL & MT 103 CONDITIONAL

I am pleased to submit to you my opinions and recommendations related to the referenced case, in concrete conclusions. Please have in mind that the procedure herein described and the referenced documents constitute the normal and usual business process applied worldwide in the trade of hydrocarbons, which we hereby describe as follows:

1. Basic Concept: The above mentioned definitions, they all refer to the same financial or bank instruments which in different countries are described under the following descriptions:

• MT 103 CONDITIONAL,
• MT103/72 CONDITIONAL

2. The bar 72″/ 72 is the ‘conditional factor’, where the text sets forth the “Code” of the type of instrument based on the following principle: to verify that product is loaded with the corresponding product documentation and thereby release of payment.

3. It is VERY IMPORTANT to have in mind that this is a conditional transfer, not a TT: Only the Buyer can release the payment when the condition from the Seller is met, which in this case is: “CONDITION: Payment is released only against documents and product being properly delivered and loaded at the loading port.

4. The payment is NEVER released before verification by The Buyer of all product documentation, and that the product loaded on the ship.

5. Therefore: The Money is always under the control of The Buyer. The Seller on his part, accepts withholding of the money by Buyer for 10 days, in those 10 days all documentation including DIP TEST and SGS, must be verified by the Buyer who will receive the BILL OF LANDING verifying that (i) the product being delivered meets all the technical specifications of The Buyer; and (ii) that the product is loaded on the vessel, and ready to go, free and clear.

6. Be advised that, this is the only way to release the payment, that is: that product is verified by The Buyer and title over the product if transferred to The Buyer and that the Vessel leaves the port of destination, free and clear.

7. Finally, another point to review that must be clarified to the Buyer, is that The Buyer has the right, and so we recommend, to have a representative at the site of the Loading Port, so that Buyer can complete inspection of the product at his full satisfaction, and verifying that product is loaded into the Vessel, to the effects of verifying that all steps previously described are completed, before releasing the payment, and make sure that this is done under total security and safety.

8. In order to formalize what has been explained under point No. 7, be advised that along with the Contract of Sale, at the moment of signature, the Buyer may issue a formal written request on his own letterhead duly sealed, requesting that the Buyer or Buyer’s representative may be at The Loading Port of shipment, so the Seller may manage and issue the appropriate authorization to the Buyer or his representative, to be on the Loading dock, in situ, at the precise moment that product is being delivered and loaded into the Vessel, has been described above in this report, before the payment of the product is released by The Buyer. In this way, with this authorization, it will be possible for The Buyer or his representative to make direct verification with their own eyes, that all conditions of validity of the product and loading process are completed before the release of the payment.

9. All aspects of the issuance of the documents for the product and the MT 103 CONDITIONAL (or equivalent document as defined above) must be issued and verified with the person you mentioned to me (Miss or Mr) and the release of payment be ordered after or against the product being fully loaded into the ship.

10. As a Final Conclusion: the application of this process means that payment is never released and is under complete control of the Buyer until the product is finally released to the full satisfaction of the Buyer (applying formalities of the above described financial documents MT103 CONDITIONAL, or 103/72 CONDITIONAL.