CONTRACT CODE:
BUYER CODE:
SELLER CODE:
-1141111414/RU
SALES AND PURCHASE AGREEMENT
THIS AGREEMENT MADE ON xxTH THIS DAY OF MAY, 2015
Between
HEREINAFTER REFERRED TO AS THE SELLER:
COMPANY NAME:
ADDRESS:
TELEPHONE NO.:
E – MAIL ADDRESS:
REPRESENTED BY:
TITLE:
AND
HEREINAFTER REFERRED TO AS THE BUYER:
COMPANY NAME:
ADDRESS:
TELEPHONE NO.:
E – MAIL ADDRESS:
REPRESENTED BY:
WHEREAS:
SELLER AND BUYER, EACH WITH FULL CORPORATE AUTHORITY, CERTIFIES, REPRESENTS AND WARRANTS THAT EACH CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND RESPECTIVELY PROVIDE THE PRODUCTS AND THE FUNDS REFERRED TO HEREIN, IN TIME AND UNDER THE TERMS AGREED TOHEREAFTER; AND
WHEREAS:
THE SELLER & BUYER HEREBY AGREE AND MAKE AN IRREVOCABLE FIRM CONTRACT TO SALE/BUY MAZUT 100 GOST–10585-75 ON CIF TERMS THE CONTRACT IS VALID FOR SPOT, EXTENDABLE WITIH OPTION OF POSSIBLE ROLLOVERS
WHEREAS:
SELLER AND BUYER BOTH AGREE TO EXECUTE AND FINALIZE THIS CONTRACT UNDER THE TERMS AND CONDITIONS HEREINAFTER SET FORTH:
NOW THEREFORE:
IN CONSIDERATION OF THE MUTUAL PROMISES, AGREEMENTS, TERMS & CONDITIONS OF THIS AGREEMENT, ASSERTIONS AND COVENANTS HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATIONS, THE RECEIPTS OF WHICH IS ACKNOWLEDGED HEREBY, THE PARTIES HERE TO MUTUALLY AND VOLUNTARILY AGREE AS FOLLOWS:
TERMS AND CONDITIONS:
BOTH SELLER AND BUYER ARE KNOWLEDGEABLE AND AWARE OF INTERNATIONAL LAWS, THE RULES OF INDUSTRY, INTERNATIONAL JOINT VENTURE PURPOSE, BANKING PROTOCOL & SENSITIVITIES, NONCIRCUMVENTION & NON- DISCLOSURE, GOVERNMENTS RULES AND REGULATIONS AND FULLY AGREE TO RESPECT, HONOR, ADHERED TO AND COMPLIED WITH, IN ALL RESPECT AND FORMS WITH FULL CORPORATE AND PERSONAL RESPONSIBILITY UNDER PENALTY OF PERJURY.
CLAUSE 01 – RELATION
THE BASE OF THIS CONTRACT IS A BUSINESS DEAL BETWEEN BOTH COMPANIES IN ORDER TO ACQUIRE xxxx AT CIF UNDER THE TERMS AND CONDITIONS HEREINAFTER DESCRIBED AND SETTLED.
CLAUSE 02 – PRODUCT
COMMODITIES UNDER SALE:
CLAUSE 03. Hereinafter jointly referred to as the “Goods”
CLAUSE 04 COUNTRY OF ORIGIN: RUSSIAN
CLAUSE 05 – INSPECTION
FINAL INSPECTION AT PORT OF DISCHARGE BY SGS OR CIQ FOR QUALITY, QUANTITY, PHOTO FULLY AT BUYER’S EXPENSE. LOAD PORT INSPECTION BY SGS AT SELLER’S EXPENSE.
IF THE SGS ANALYSIS OF THE PRODUCT WHEN DOWNLOADING DEMOSTRATES THAT THE PRODUCT DOES NOT CORRESPOND WITH THE SGS ANALYSIS WHEN LOADING A SHIPMENT OF xxx IT IS CAUSE ENOUGH TO RETURN THE SHIPMENT AND DEMAND THE DEVOLUTION OF THE PAYMENT.
CLAUSE 06 – DESTINATION / PRODUCT DISCHARGE / SHIPMENT / CARGO
DESTINATION PORT SHALL BE CIF/ xxx THE BASIS OF SHIPMENT SHALL BE VESSELS MONTHLY UNTIL FINAL OF DELIVERY. THE SHIPMENTS SHALL BE DONE IN CIF 7-15 DAYS (+/-3 LABOUR DAYS) DAYS AFTER RECEIPT AND CONFIRMING BY SELLER´S FINANCIER BANK ISSUED BY BUYER’S BANK).
THE DATE OF BILL OF LADING SHALL BE CONSIDERED AS THE DATE OF SHIPMENT.
CLAUSE 07– DELIVERED QUANTITY
THE TOTAL AND FINAL QUANTITY OF SHIPMENT / LOAD SHALL BE DETERMINED BY THE CERTIFICATIONS OF WEIGHT ISSUED BY THE INSPECTION SGS AUTHORITY. ORIGINAL INSPECTION & LOADING DOCUMENTS ARE DEEMED FINAL.
IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO THE INSPECTION CERTIFICATE(S) ISSUED AT THE PORT / DOCKS OF LOADING AND DESTINATION, IT IS HEREBY AGREED THAT ARBITRATION SHALL BE EMPLOYED TO DETERMINE THE APPROPRIATE JUDGMENT. BOTH PARTIES AGREE TO BE BOUND BY THE ARBITRATOR’S DECISION FOR OR AGAINST EITHER BUYER OR SELLER.
CLAUSE 08 -LOADING/DESTINATION PORTS
LOADING PORT:
RUSSIAN FEDERATION / VLADIVOSTOK SEA PORT
DESTINATION PORT CIF: BUYER OPTION/ xxx
CLAUSE 09 – LANGUAGE USED
THE ENGLISH LANGUAGE SHALL BE USED.
CLAUSE 10 – PACKING
BULK/TANKER
CLAUSE 11 – PRICE PER METRIC TON
USDxxx$/MT
Commission: $10.00 MT split $5Seller side and $5Buyer side
CLAUSE 12 – QUANTITY:
100.000MT FIRST TRIAL LIFTABLE SPOT
AND 500.000.00MT FOR 12 MONTHS SHIPMENTS
CLAUSE 13 – PERFORMANCE BOND: 2% BY SELLER FOR 13 MONTH CONTRACT ONLY
CLAUSE 14– INSURANCE: CARGO INSURANCE 110% BY SELLER
CLAUSE 15 – SPECIFICATIONS
SPECIFICATIONS, QUALITY AND STANDARD: xxxx
PRODUCT SPECIFICATION / RUSSIAN ORIGIN
CLAUSE 16 – PAYMENT TERMS
TRANSACTION PROCEDURES: 100% Non-Negotiable
BANK OPERATIONAL PROCEDURE (100% NOT NEGOTIABLE )
1. Buyer issue ICPO + NCNDA/IMPFA+ Company Profile to:
2. Seller issue SPA with draft MT799 for approval by Buyer and issue assurance letter to Seller
via email that they are willing and ready to send Operative POF Via swift MT799 of the first
shipment value upon receive copy of POP documents as stated below within 96hrs. If Buyer
fails Seller reversed the right to impose the damages cost of 69,999USD on Buyer and
Buyer agreed to remit this amount within 48hrs to enable Seller extent the product
allocation for buyer.
3. Seller send to Buyer official Email address directly copy of Partial POP Including
Copy of Export/license permit certificate
Copy of Statement/Commitment of Availability of the product
Copy of Certificate of origin
Copy of Certificate of Analysis of Product by Lab
Copy of Commercial Invoice with Bank details to receive the POF outside Russia
Copy of Refinery affidavit letter
4. Buyer issue POF via swift MT799 to Seller sister specialist/Financier company bank
account Outside Russia and send to Seller copy of the issued swift MT799.
5. Seller Obtain POF Verification Result and move product from Storage facility to loading Port and
issue Dip Test Authorization Letter(DTA), Fresh SGS, Tank receipt, Transaction passport
On FOB basis:
6.Buyer conduct dip test on the product at port and Seller Transfer product to Buyer farm tank or Ship all title ownership documents to buyer via bank to bank.
Buyer make payment via T/T to Seller Bank account for liftable quantity.
On CIF basis:
7.Seller start loading and issue shipping documents and title ownership documents to buyer and
Buyer contact the captain onboard to confirm the estimated time of arrival (ETA) and current of the said vessel.
Upon arrival of the vessel at discharge port after SGS or CIQ conducted at discharge port then Buyer
make payment via T/T to Seller bank account for cargo quantity
8.Seller Pay Commission to all Parties against IMFPA agreement.
FOR MONTLY DELIVERY:
9.Seller Open 2% PB for 12 Months deliveries shipment and Buyer Open RDLC to seller for 12 Months shipment.
10.Delivery Commences as Per Contract and Buyer release payment to seller bank after inspection at
discharge port 100% payable for each shipment within 7 banking days upon the cargo passed SGS or
CIQ and receipt of all the relevant payment documents for cargo at discharge port.
11.Seller Pay Commission to all Parties against IMFPA agreement.
CLAUSE 17 – CONTRACT PERIOD:
SPOT DEAL AND CONTRACT FOR 12 MONTHS ONLY
(By mutual agreement between the buyer and seller may increase the quantity of DELIVERY)
CLAUSE 18 – DELIVERY TERMS: FIRST SHIPMENT TO REACH DISCHARGE PORT WITHIN CIF 7-15 DAYS LABOUR DAYS AFTER RECEIVING THE CONFIRMED PAYMENT OPERATIVE TRANSFERABLE MT799 IN OUR SISTER FINANCIER BANK ACCT.
CLAUSE 19– PROOF OF PRODUCT (POP)/PRODUCT DOCUMENTATION PER VESSEL
A. 3/3 SET OF BILL OF LADING, “CLEAN ON BOARD” AND MARKED “FREIGHT PREPAID” (3 ORIGINALS + 3
COPIES).
B. CERTIFICATE OF WEIGHT, QUANTITY AND QUALITY ISSUED BY SGS INSPECTION ON BUYER’S CHOICE.
C. CERTIFICATE OF ORIGIN, ISSUED BY THE CHAMBER OF COMMERCE.
D. ALL ADDITIONALLY REQUIRED CERTIFICATES TO BE ISSUED BY SGS.
E. INSPECTION CERTIFICATE FOR THE VESSEL / TRANSPORT VEHICLE
F. SIGNED COMMERCIAL INVOICE ISSUED BY SELLER
G. FULL SET OF INSSURANCE POLICY FOR THE 110% OF CARGO COST ISSUED TO BUYER’S BANK FAVOUR.
H. LICENSE OF THE FIRM AND FORM A, REFINERY COMMITMENT OF SUPPLY, TANK RECEIPT, Q88, AFFIDAVIT FROM MINISTRY TRANSACTION PASSPORT, STATEMENT OF AVAILABILITY OF PRODUCT, TRANSPORTATION CONTRACT AGREEMENT, SHIPMENT SCHEDULE, DTA, PACKING LIST
CLAUSE 20 – DEMURRAGE
AT THE LOADING PORT IT IS ON SELLER’S ACCOUNT. AT THE DISCHARGING PORT IT IS ON BUYER’S ACCOUNT.
CLAUSE 21 – IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES
ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION HAVING ANY EFFECT ON THIS CONTRACT ARE ON THE BUYER’S ACCOUNT AND HIS SOLE RESPONSIBILITY. BUYER MUST HAVE ALL IMPORT PERMISSIONS AND PERMITS IN WRITING, AND COPY SENT TO SELLER AND THE BUYER BEARS THE SOLE RESPONSIBILITY OF SECURING ALL PERMITS, LICENSES OR ANY OTHER DOCUMENTS REQUIRED BY THE GOVERNMENT OF THE IMPORTING NATION.
SELLER WILL BEAR NO RESPONSIBILITY TO PROVIDE SUCH DOCUMENTATION. BUYER WILL BEAR ALL COSTS
ASSOCIATED WITH SECURING SUCH DOCUMENTS AND WILL ALSO BEAR ALL COSTS AND PENALITIES IF SUCH
DOCUMENTS ARE NOT SECURED.
CLAUSE 22 – FORCE MAJEURE
NEITHER PARTY TO THIS CONTRACT SHALL BE HELD RESPONSIBLE FOR BREACH OF CONTRACT CAUSED BY AN ACT OF GOD, INSURRECTION, CIVIL WAR, WAR, MILITARY OPERATION OR LOCAL EMERGENCY.
THE PARTIES DO HEREBY ACCEPT THE INTERNATIONAL PROVISION OF “FORCE MAJEURE” AS PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA, SWITZERLAND, AND AS DEFINED BY I.C.C. RULES UNIFORM CUSTOMS AND PRACTICE.
CLAUSE 23– DISPUTES AND ARBITRATION
THE PARTIES HEREBY AGREE TO SETTLE ALL DISPUTES AMICABLY. IF SETTLEMENT IS NOT REACHED, THE DISPUTE IN QUESTION SHALL BE SUBMITTED AND SETTLED BY ARBITRATION AT THE I.C.C. HELD IN PARIS CITY BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES.
A. THE CONTRACT IS SUBJECT TO I.C.C. RULES AND LAWS OF CHAMBER OF COMMERCE PARIS.
B. THE SELLER AND BUYER WILL TRY TO SETTLE ALL DISPUTES AMICABLY. EITHER PARTY MAY SERVE NOTICE ON THE OTHER REQUIRING ANY DISPUTE TO BE SETTLED WITHIN 10 (TEN) DAYS AFTER SUCH NOTICE AND, IF NOT SETTLED TO REFER IT TO ARBITRATION IN ACCORDANCE WITH THIS CONTRACT UNLESS BREECH OF PAYMENT OCCURS BY THE BUYER.
C. THE ARBITRATION WILL BE HEARD BY ONE OR MORE ARBITRATORS APPOINTED MUTUAL AGREEMENT OF THE PARTIES AND IN ACCORDANCE WITH THE RULES AND THE ARBITRATION ACT 1996. THE SEAT OF ARBITRATION SHALL BE IN CHAMBER OF COMMERCE PARIS. THE AWARD SHALL BE ENFORCEABLE IN ANY COUNTRY.
CLAUSE 24 – AUTHORITY TO EXECUTE THIS CONTRACT
THE PARTIES TO THIS CONTRACT DECLARE THAT THEY HAVE FULL AUTHORITY TO EXECUTE THIS DOCUMENT AND ACCORDINGLY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS.
CLAUSE 25– EXECUTION OF THIS CONTRACT
THIS CONTRACT MAY BE EXECUTED SIMULTANEOUSLY IN TWO OR MORE COUNTERPARTS VIA TELEX, E-MAIL OR FACSIMILE TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINALS AND LEGALLY BINDING.
CLAUSE 26 – GOVERNING LAW
THIS CONTRACT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, 1980 (CISG).
CLAUSE 27 – ASSIGNMENT
THIS AGREEMENT IS ASSIGNABLE BY THE SELLER OR LEGAL REPRESENTATIVE ONLY, WITH PRIOR INFORMATION AND WRITTEN PERMISSION OF THE OTHER PARTY.
CLAUSE 28 – PENALTY
IN CASE OF NON-ACCOMPLISHMENT CONTRACT EITHER FROM BUYER OR THE SELLER, THE 3% OF THE DIFFERENCE BETWEEN THE TOTAL AMOUNT OF THE CONTRACT AND THE DELIVERED QUANTITY WILL BE CHARGED TO THE FAULTY COMPANY.
CLAUSE 29– NON-CIRCUMVENTION AND NON-DISCLOSURE
THE PARTIES ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE, GENEVA, SWITZERLAND FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO ALL AND EVERYONE OF THE PARTIES INVOLVED IN THIS TRANSACTION AND CONTRACT, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS, WITH FULL RECIPROCATION FOR A PERIOD OF (1) ONE YEAR FROM THE DATE OF EXECUTION OF THIS CONTRACT.
CLAUSE 30- CONTRACT VALIDITY
THE DRAFT CONTRACT IS VALID FOR FIVE DAYS.
WE, THE BUYERS ALSO CONFIRM THAT SAID FUNDS ARE GOOD CLEAN, CLEARED UNENCUMBERED,
LEGITIMATELY EARNED AND OF NON CRIMINAL ORIGIN.
ANY MATERIAL MIS REPRESENTATION BY THE BUYER SHALL MAKE THIS CONTRACT NULL AND VOID.
ANY CHANGES MADE IN THE CONTRACT THAT ARE NOT INITIALED WILL MAKE THE CONTRACT NULL AND VOID.
CLAUSE 31 – BANKING DETAILS
BUYER’S BANKING INFORMATION:
ACCOUNT NAME:
BANK NAME:
BANK ADDRESS:
ACCOUNT NUMBER:
SWIFT CODE:
CURRENCY ACCOUNT:
TELEPHONE:
FAX:
SELLER’S NOMINATED BANK: FOR T/T ONLY
Beneficiary Bank Name:
Bank Address;
Account Name: PROTON LLC
Account No.:
Swift Code:
Telephone: Tel/Fax +
SELLER SISTER COMPANY (PARTNER) NOMINATED BANK:FOR MT799 (OUTSIDE RUSSIA)
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME :.
ACCOUNT NUMBER:
BANK AGENCY:
BANK OFFICER :
BANK TEL
CLAUSE 32 – Text format of POF VIA SWIFT MT799 (sample):
WE HAVE PROVIDE FINANCIER COMPANY THAT WILL RECEIVE THE MT799 OUTSIDE RUSSIA
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME :
ACCOUNT NUMBER:
BANK AGENCY:
BANK OFFICER :
BANK TEL:+ ------SWIFT MESSAGE TEXT------VERBIAGE AS BELOW:APPENDIX NO. 2
APPENDIX NO. 2
Final Approved Verbiage for MT799 POF
This is to inform that we can only accept and verify Proof of fund based on this below verbiage/Text.
It must be 100% same as below otherwise it will be rejected if any change or amendment to below verbiage/Text.
APPENDIX I
SENDER:
BANK:
ADDRESS:
SWIFT INPUT: MT-799 BLOCK FUNDS
ACCOUNT NAME:
BENEFICIARY:
ACCOUNT NUMBER:
SWIFTBIC:
IBAN NUMBER:
BANKING OFFICER:
Email:
RECEIVER:
BANK NAME:
BANK ADDRESS:
CCOUNT NAME :
ACCOUNT NUMBER:
BANK AGENCY:
BANK OFFICER :
BANK TEL:+
CURRENCY/AMOUNT: US DOLLARS/$XXXXXXX MILLION
------SWIFT MESSAGE
TRANSACTION CODE:
TRANSACTION REFERENECE:
WE, ______, REPRESENTED BY THE UNDERSIGNED OFFICERS,
HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND LIABILITY ON BEHALF
OF OUR ACCOUNT HOLDER MR ______CASH FUNDS IN THE AMOUNT
OF LAWFUL ______CURRENCY ______($000,000,000.00) IN ACCOUNT
NUMBER ______.
THE SAID FUNDS ARE RESERVED AND BLOCKED IN FAVOUR OF xxxxxx.) AND ASSIGN AND WILL NOT BE CHANGED, ALTERED, AMENDED OR PLEDGED FROM THE DATE OF THIS TRANSMISSION.
WE HEREBY IRREVOCABLY CONFIRM THAT THESE FUNDS PRESENTED TO BE GOOD, CLEAN AND CLEAR FUNDS AND FREE OF NON-CRIMINAL ORIGIN AND LEGALLY EARNED. THESE FUNDS ARE FREE FROM ANY LIENS AND ENCUMBRANCES OF ANY KIND AND ARE FREELY AVAILABLE TO THE BENEFICIARY NAMED HEREIN.
THIS SWIFT MT-799 FOR ______CURRENCY XXXXX MILLION ____ (00,000,000.00)
IN ACCOUNT NUMBER ______IS AN OPERATIVE, FULLY CONFIRMED,
TRANSFERABLE, DIVISIBLE AND MAY BE VERIFIED ON A BANK-TO-BANK BASIS.
THIS AN OPERATIVE INSTRUMENT VERIFIABLE BY RESPONSIBLE BANK INQUIRY AND IS CALLABLE, FULLY ASSIGNABLE, TRANSFERABLE, AND DIVISIBLE IN ACCORDANCE WITH THE UNIFORM CUSTOMS AND PRACTICE FOR SUCH CREDIT INSTRUMENTS AS PUBLISHED BY THE I.C.C. PUBLICATION PARIS (LATEST