SELLER CODE: AAK/12/2012/010
BUYER CODE: HFB2512-2012-01
DATE: 28 DECEMBER 2012
SALE AND PURCHASE AGREEMENT (SPA) CONTRACT
BITUMEN 60/70 & 85/100 CIF
Sale and Purchase Agreement for Bitumen on CIF ASWP basis,
Consigned to Seller and re-assigned to final Buyer
BASIC INFORMATION;
PRODUCT: / BitumenORIGIN: / Iraq
QUALITY: / 60/70 & 85/100
QUANTITY: / 6,000,000 ( Six Million ) Metric Ton
QUANTITY PER MONTH: / 500,000 (Five Hundred Thousand ) Metric Ton
CONTRACT DURATION: / 12 (Twelve) months with extensions to 12 months
FIRST DELIVERY: / One month after receipt and activation of financial instrument
SPECIFICATIONS: / See that in attachment
PAC ING: / Bulk Container Or New Steel Drums
DESTINATION PORT: / Tianjin port – China
CIF PRICE: / Weekly Average of Dubai Market Price
DISCOUNT: / $US 20-18$US PER MT (from weekly report of Dubai Market Price).
PORT OF LOADING: / Um Gasser Port - Basra – Iraq
INSPECTION: / Quantity and Quality by SGS
PAYMENT DOCUMENT: / Irrevocable,Revolving, Transferable and Confirmed Documentaryat sight Letter of Credit issued by a top 25 world bank
PERFORMACE BOND: / 2% in favor of DLC amount in favor of Buyer
NOT TO THE AVERAGE AGREEMENT AMOUNT / The CIF Dubai Market Price at Sign This (SPA) Between Two Parties is around $610 USD/MT.
THIS AGREEMENT (THE "AGREEMENT") is entered into this the ---- day of January 2013. This Sale and Purchase Agreement (SPA) of 16 pages including Appendices under the Transaction Codes as confirmed in this contract under Article 25, is made and entered into this --- day of January 2013.
THE SELLER:
Company Name: De
Address: Avenue Cardinal –
Country: Switzerland
Represented by: Mr.
Title: President/ CEO
Telephone:
Mobile:
E-MAIL:
Hereinafter referred to as “SELLER”
THE SELLER PARTNER AGENT:
Company Name:.
Address: Dammam – KSA
Country: King Saudi Arabia
Represented by: Mr.
Title: President/ CEO
Telephone:
Mobile: 00966 50
Hereinafter referred to as “SELLER PARTNER AGENT”
AND BETWEEN
THE BUYER:
Company Name:
Address:
Country:
Represented by:
Title:
Telephone:
Fax:
Email:
Hereinafter referred to as “BUYER”
WHEREAS, the seller with full corporate authority makes a firm irrevocable commitment to sell and deliver commodity and the buyer hereby agreed and makes an irrevocable firm commitment to purchase the said commodity as specified herein
ARTICLE 1: COMMODITY:
1.1BITUMEN (60/70 & 85/100) of IRAQ Origin, as per the specifications in Clause/Article: 3.
ARTICLE 2: QUANTITY:
2.1(20) TWENTY cargos of (25,000) Twenty Five Thousand Metric Tons each per month (totaling 125,000 MT per week), with the possibility of rollovers and/or extensions. Minimum total quantity for the 12 month contract period is 6 Million Metric Tons.
2.2TERMS OF THE CONTRACT:Delivery on acceptance of procedures as per articles 24. The quantity of BITUMEN sold under this contract shall be determined by ASTM measurement of farm tanks before and after loading by the relevant agents and shall compute the net quantity per shipment.
ARTICLE 3. QUALITY:
Conforming to «Company Name" (SOMO) normal export standard grade as listed as follows below, and as confirmed in the independent SGS reports issued as per Article 9.
PENETRATIONBITUMEN60/70
SPECIFICATION / TESTMETHODSpecificGravity@25/25˚C / 1.01/1.06 / D-70
Penetration@25˚C / 60/70 / D-5
SofteningPoint˚C / 49/56 / D-36
Ductility@25˚C / 100min / D-113
LossonHEATING(wt)% / 0.2max / D-6
DropinPenetrationafter Heating% / 20max / D-6&D-5
FlashPoint˚C / 250min / D-92
SolubilityinCS2(wt)% / 99.5min / D-4
Spottest / NEGATIVE / *A.A.S.H.O.T.102
PENETRATIONBITUMEN85/100
SPECIFICATION / TESTMETHODSpecificGravity@25/25˚C / 1.01/1.05 / D-70
Penetration@25˚C / 85/100 / D-5
SofteningPoint˚C / 45/52 / D-36
Ductility@25˚C / 100min / D-113
LossonHEATING(wt)% / 0.5max / D-6
DropinPenetrationafter Heating% / 20max / D-6&D-5
FlashPoint˚C / 225min / D-92
SolubilityinCS2(wt)% / 99.5max / D-4
OrganicMatterInsolublein CS2(wt)% / 0.2max / D-4
Spottest / Negative / *A.A.S.H.O.T.102
ARTICLE 4.DELIVERY/DESTINATION:
4.1The terms of the delivery for this agreement shall be on a FOB inside customs out turn MT basis X-TANKS Buyer's Loading Port. Any terms not covered by this agreement shall be covered by INCOTERMS Contracts. Delivery shall be accomplished in a vessel of 25,000 MT per delivery, 20 deliveries per month.
4.2 The parties also hereby agree that the Seller shall notify the Buyer with the entire necessary vessel’s information that will enable the Seller to confirm after programming for loading in a timely manner by keeping contact with the vessel and knowing its exact ETA.
4.3 Destination Port is Tianjin Port in China.
ARTICLE 5. TIME PERIOD:
5.1 The duration of this contract is for a twelve (12) months period, and thereafter should it be decided, with possible rolls and extensions, the terms and conditions shall be mutually agreed upon.
5.2 The first loading shall take place within ONE Month from receipt and activation of Buyer's financial Instrument.
5.3 The time period for the conclusion of each supply shall terminate upon unloading at the Destination port.
ARTICLE 6. SHIPMENTS:
6.1 Seller will deliver to the Buyer’s Destination Port, 20 (Twenty) shipments of (25,000) Twenty Five Thousand MT of BITUMEN, plus or minus 10 (ten) percent, per shipment, each month, for a minimum of 12 months, with possible rolls and extensions.
ARTICLE 7. PRICE:
7.1 The price shall be the Weekly Average of Dubai Market Price, based on the day before, the day of and the day after discharge.
7.2 Discount less Gross: US$20 (Twenty) / UD$18 (Eighteen) Dollars per MT delivered at the Buyer’s nominated discharge port.
ARTICLE 8. PAYMENT AND DELIVERY DOCUMANTHS:
8.1Payment shall be made with a Documentary, Irrevocable, Transferable, Conferrable and Auto-Revolving Letter of Credit in accordance with terms and conditions of this Agreement upon presentation of the complete set of documents made out in favor of the Buyer, at the counter of the Buyer’s bank, (with copies transmitted by facsimile to Buyer) following delivery and receipt thereof, and after certificate by SGS as to quantity and quality as per each shipment.
8.2Seller’s signed invoice evidence price and quantity as per the contractual terms in one original plus three copies.
8.3 Seller’s signed packing list as per each shipment as per the contractual terms in one original plus three copies.
8.4 Full set of bill of lading and signed by the vessel master and made out or endorsed to the Buyer, evidence (25,000) +/- 10% MT per shipment of BITUMEN from loading Port to the destination plus three copies;
The Bill of Lading will evidence the following;-
(a) B/L Number, date and place of issue.
(b) Designated destination Port.
(c) Proof of shipment from Loading Terminal.
(d) The master of the nominated vessels must manually sign all Bill of Lading
8.5Certificate of Origin authenticated by local chamber of commerce in one original and three copies.
8.6 Certificate of Title in one original plus three copies.
8.7Cargo manifests one original plus three copies.
8.8 Certified Copy of Insurance Policy for 110%
8.9 Master’s receipt for samples taken on board in one original plus three copies.
8.10 Certificate of Quantity and Quality by SGS it will be cerates in the discharge port by the Buyers.
ARTICLE 9. INSPECTION:
9.1 To be performed by SGS. Inspection at out-turn to be used to determine invoiced Quantity and Quality of product.
9.2 Seller pay inspection at loading Port and Buyer pay inspection at discharge Port.
ARTICLE 10. COUNTERPARTS:
10.1 This agreement may be signed in counterparts and when signed by all the parities hereto shall be Binding. The parties shall sign (all pages of this agreement).
ARTICLE 11. OCEAN FREIGHT AND MARINE INSURANCE:
11.1 The Seller shall provide an Freight and Insurance Policy. The Freight and Insurance Policy cost is for the account of the Seller.
ARTICLE 12. LEVIES, TAXES AND DUTIES:
12.1The duties, taxes and other direct expenditures levied in relation to the BITUMEN importation into the buyer’s destination port are for the account of the Buyer.
ARTICLE 13. CONFIDENTIALITY:
13.1 The parties agreed and understood that the entire operations under this contract is strictly confidential, consequently no part of this contract should be made known to the third parties, except contract related service suppliers (i.e. surveyor, shipper, ship, broker, customs agent etc.) that shall receive information strictly related to their task.
ARTICLE 14. NON-CIRCUMVENTION AND NON-DISCLOSURE:
14.1 The non-circumvention and non-disclosure provisions as set forth by the International Chamber of Commerce, London ICC/400/500 or latest revision covering trace transactions will be binding all the parties to this and future transaction between the parties concerned for a minimum period of no less than 3 years.
ARTICLE 15. LAY-TIME:
15.1Time allowed for discharge: the time allowed for discharge of the vessel shall be 36 running hours, Lay-time shall be to run six (6) hours N.O.R when the vessel is fast at berth, which ever occurs first, and notice has been tendered by the master of the vessel. Except that: Sunday and holidays, unless used, would not count, n or would weather prevented loading/discharging delaying count as time during this discharge could not be executed, owing to technical and other conditions depending on the tanker, and such events or occurrence are not to be included in the Lay time.
15.2 Discharge shall be deemed to have been completed upon disconnection of hoses.
ARTICLE 16.STAND - BY TUG BOAT:
16.1 It is the Seller’s obligation to provide tug boat(s) at it cost during the entire time the ship is berthed at the apex’s sea berth at lifting.
16.2 All relevant expenses (i.e. Pilot-age, towage, launching tugs and stand - by tug boats, agency, quay dues, port workers dues, any other expenses due, such as taxes, relevant to vessel and or cargo, etc.) are for the Buyer’s account, at lifting.
16.3 Buyer’s obligation at the discharge port shall be for those expenses incurred to facilitate and accommodate the discharge at Buyer’s shore tanks.
ARTICLE 17.DEMURRAGE:
As per charter party terms and conditions, charter party will allow minimum of 36 (thirty six) hours “shins” 6 (six) hours “NOR” for discharge at destination. In any event lay time is not commencing until composite cargo samples are taken by the independent inspectors at discharge port are analyzed and differential will exist, but must conform within acceptable market limits. However, demurrage shall be calculated at the market rate for the size of the vessel used.
ARTICLE 18.APPLICABLE LAW:
This agreement shall be governed by English law. Further the parties agree the arbitration proceeding shall be conducted in English. The arbitration decision per International Chamber of Commerce shall be accepted as final and binding. Venue for the arbitration shall be in London.
ARTICLE 19.TITLE AND RISK:
Title of each cargo and risk of loss of the BITUMEN shall be passes from the seller to the buyer when the cargo passes the flange connection between seller’s tanker and buyers discharge facilities. All losses, damages or risk thereafter shall be the Buyer’s responsibility.
ARTICLE 20.FORCE MAJEURE:
Neither party shall be liable for and delay in fulfillment of or failure to fulfill its obligations under this contract for any losses, the results of accident, breakdown of plants, force majeure, war invasion, riot rebellion, civil commotion, insurrection or judgment order junction of any court granted in any legal proceedings, interference by labor strikes, lockouts or act of God.
ARTICLE 21. EXTENSION:
This agreement may be extended by mutual agreement in writing to cover additional supplies of the BITUMEN for quantity and duration to be acceptable to all parties. Any additional supply agreement is to be agreed between the parties prior to 30 days before the termination of this agreement.
ARTICLE 22. ASSIGNMENT:
Buyer may at any time assign this contract or its total or partial performance hereof to any other affiliate company, which assumes the obligations of the Buyer under the terms of the assignment. Formal notice of the assignment shall be rendered to the seller expressly indicating thereon the assignee’s address.
ARTICLE 23. AGREEMENT AND FACSIMILE DOCUMENTS:
This agreement with all amendments, its obligations and covenants herein shall bind the parties hereto and warrant their respective rightly and authority in executing this agreement. Facsimile copies of signed documents shall be considered original documents, until such time as Hard copies are or maybe requested and issued.
ARTICLE 24. PROCEDURE:
24.1.1Seller and Buyer execute this Agreement by Facsimile transmission and Hard Copies shall be sent within 48 hours. Facsimile transmissions shall be deemed as originals, bearing the same force and function. Buyer and Seller will lodge the Agreement with their respective banks.
24.1.2 Buyer Bank Issue MT999 (RWA) by SWIFT to Seller
24.1.3Within Ten (10) banking days Seller’s Bank will issue partial POP and 2% Non-Operative PB to Buyer’s Bank after signed the contract.
24.1.4 After receiving full set POP and 2% Non-Operative PB Within five (5) banking days Buyer’s bank will issueIrrevocable,Revolving, Transferable and Confirmed Documentary at sight Letter of Creditissued by a top 25 world bankto Seller’s Bank in an amount sufficient to cover the estimated purchase cost of the first month delivery of the commodity. The letter of credit is issued to the Seller’s Bank account. And that Operative DLC shall activate the 2% PB.
24.1.5Seller shall supply to the Buyer the name and description of the tanker lifting the cargo and notification of estimated time of arrival (ETA) to the Buyer’s Designated Discharge Port.
24.2 PAYMENT PROCEDURE;
24.2.1In US Dollars, by a Irrevocable,Revolving, Transferable and Confirmed Documentaryat sight Letter of Credit issued by a top 25 world bank, payable 100% at the Buyer’s Destination port and on presentation of documents at the counters of the Buyer’s bank, covering the value of each cargo shipment in volume of Bitumen, in favor of Seller, and provided for each shipment until completion of the contracted quantity has been delivered.
24.2.2Each payment by SWIFT MT103 shall cover the amount in US dollars corresponding for each cargo delivery of volume of Metric Ton of BITUMEN. Payment for the cargo value to be made available 100% without deductions on Seller’s documents within a maximum of three (3) banking days after the following complying full documents have been presented at Buyer’s bank counters.
-Signed Commercial Invoices.
-Signed Packing List.
-The Bill of Lading will evidence the following:
(e) B/L Number, date and place of issue.
(f) Designated Destination Port.
(g) Proof of shipment from loading Terminal.
(h) The master of the nominated vessels must manually sign all Bills Of Lading.
-Certificate of Origin authenticated by local chamber of Commerce.
-Certificate of Title.
-Cargo manifests.
-Certified Copy of Insurance Policy for 110%
-Master’s receipt for samples taken on board.
-Certificate of Quantity and Quality by SGS it will be come from Buyer at destination port.
The Seller and Buyer each shall be responsible individually for their banking charges relating to this Contract Agreement.
ARTILCE 25. CONTRACT REFERENCE NUMBERS:
25.1This Contract cargo shall be completed under the following codes:
CONTRACT Nº: BITUMEN 12/2012/010
SELLER CODE: AAK/12/2012/010
BUYER CODE: HFB2512-2012-01
25.2. - APPENDIX Reference:
APPENDIX “A”: BANKING COORDINATES OF SELLER, BUYER & P. BOUND
APPENDIX “B”: APPENDIX PERFORMANCE BOND TEXT
APPENDIX “C”: TEXT OF DOCUMENTARY LETTER OF CREDIT
APPENDIX “D”: SHIPPING SCHEDULE
APPENDIX “E”: IRREVOCABLE CREDIT PAY ORDER
By signing this agreement in the places provided herein following and on each page, the seller and the buyer agree to be bound by the contract provisions hereof.
In witness thereof, both parties hereof have signed and dated this contract with the corporate sealing respectively below:
PARTY A:
SIGNED, AGREED AND ACCEPTED ON BEHALF OF SELLER:
BY THE:HOLDING SA
NAME: MR.
TITLE: PRESIDENT/ CEO
STAMP:
SIGNATURE:
PARTY A PARTNER AGENT:
SIGNED, AGREED AND ACCEPTED ON BEHALF OF SELLER:
BY THE:
NAME: MR.
TITLE: PRESIDENT/ CEO
STAMP:
SIGNATURE:
PARTY B:
SIGNED, AGREED AND ACCEPTED ON BEHALF OF BUYER:
BY THE:
NAME:
TITLE:
STAMP:
SIGNATURE:
APPENDIX “A”
BANKING COORDINATES OF SELLER, BUYER, and PERFORMANCE BOND;
1) Seller Banking Coordinates;
Name of Bank:Address:
Account Holder:
Account Number:Bank Officer:
Bank Telephone
SWIFT Code:
2) Buyer Banking Coordinates;
Name of Bank:Address:
Account Holder:
Account Number:Bank Officer:
Bank Telephone
SWIFT Code:
APPENDIX “B”
PERFORMANCE BOND
TO BE OPEN AS A TESTED TELEX AND TO BE CONFIRMED BY A TOP 50 WORLD BANK.
ISSUING BANK INFORMATION:
Bank Name :
Account Holder :
SWIFT Code :
Bank Officer :
Telephone :
Facsimile :
RECEIVING BANK INFORMATION:
Bank Name:
Address :
Account Holder:
SWIFT Code :
Bank Officer :
Telephone :
Facsimile :
WITH REFERENCE TO CONTRACT NUMBERS------MADEBETWEEN ------(SELLER) AND ------ (BUYER) RESPECTIVELY, SELLER HEREBY GUARANTEES THE GOOD PERFORMANCE OF THE OBLIGATION ASSUMED TOWARD BUYER IN ACCORDANCE WITH THE ABOVE MENTIONED CONTRACTS.
BANKER CONFORMATION 1; BANKER CONFORMATION 2;
APPENDIX “B” – CONTINUED
PERFORMANCE BOND
IN CASE THE SELLER FAILS TO CARRY OUT AND FULFILL THEIR OBLIGATION OF THE DELIVERY OF BONNY LIGHT CRUDE OIL ASSUMED UNDER CONTRACT NUMBER:______, WE IRREVOCABLY UNDERTAKE TO HOLD AT YOUR DISPOSAL FREE OF INTEREST AND FEES AND PAYABLE IN CASH AT YOUR COUNTERS ON YOUR FIRST WRITTEN TELEX AND/OR CABLE DEMAND AND NOT WITHSTANDING ANY CONTESTATION BY THE SELLER THE SUM COVERING 2% OF THE AMOUNT OF ISSUED LETTER OF CREDIT.
THIS PERFORMANCE BOND WILL BECOME EFFECTIVE UPON ESTABLISHMENT OF THE BUYERS
BANK LETTER OF CREDIT FOR THE VALUE OF THE CARGO PURSUANT TO THE TERMS OF CONTRACT.
OUR PERFORMANCE BOND SHALL BE VALID FROM ISSUANCE OF THE BUYERS BANK GUARANTEE UNTIL 30 (THIRTY) DAYS OF THE EXPIRATION OF THE CONTRACT, BY WHICH DATE CLAIMS, IF ANY HAVE TO BE RECEIVED BY US. UPON EXPIRATION THIS GUARANTEE WILL BE CONSIDERED NULL AND VOID.
THIS PERFORMANCE BOND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM.
BANKER CONFORMATION 1; BANKER CONFORMATION 2;
APPENDIX "C"
Text of Documentary Letter of Credit
For Deliveries of BITUMEN;
CONTRACT No: ………………..
L/C Contract No.: ......
Date:
From:
To:
Attn:
Documentary Service / Mp Our Reference Doc. No.:
We Hereby Open Our Irrevocable,Revolving, Transferable and Confirmed Documentaryat sight Letter of Credit
Number ______as Follows:
By Order and For Account Of:
In Favor Of:
Until ______at Our Counter In______
Available at our counters in three days after discharge against the presentation of the following documents in Three (3) Original And Three (3) Copies.
1)Signed Commercial Invoices.