SOFT OFFER FOR BLCO SPOT
We, Orgeat Trading Limited represented by Mr. Victor Utkin, CEO, hereby
irrevocably issue this Soft Offer with full responsibility and ability
to sell on behalf of the consignee of BLCO with following terms and
conditions:
COMMODITY:
BLCO Standard Specs (Annex 1)
QUANTITY:
6,000,000 BBLS SPOT
DESTINATION:
TRANSSHIPMENT (vessel to vessel)
PRICE:
The price for
each barrel of Bonny Light Crude Oil loaded into Buyer’s vessel shall be
“Dated Brent” on the date of Bill of Lading, as published by McGraw Hill
Market-wire, less a gross discount of US $8:00 per barrel, Net to the
Buyer US $4:00 per barrel.
MODE OF PAYMENT:
In United States Dollars (USD) per barrel by
confirmed, irrevocable, Letter of Credit or Bank guarantee from a prime
United States/European Bank in favour of the Seller, made mature for
payment within 24 (Twenty four) hours, after effective loading of
Buyer’s vessel. The Buyer by Swift Wire Transfer KTT shall make cash
payment directly to all nominated bank accounts in the sums stipulated.
All cash payment are simultaneously.
Procedure:
1.
The Buyer signs the
contract with banking details, and forward copies to Seller for
verification.
2.
The
Buyer places a Bank Payment Undertaking (BPU) in favour of the Seller.
3.
The Buyer releases
his vessel particulars, CPA and authority to load vessel to the Seller.
4.
The Seller signs the
contract and return to the Buyer.
5.
The Seller confirms buyers vessel, establish
contact with the Buyers vessel by sending NOR and both vessels exchanges
ETA, and agree on the point of the transshipment.
6.
The Seller’s vessel,
long sides with buyer’s vessel at a safe and secured discharge Point, as
agreed by both masters.
7.
Buyer’s inspectors get on board for Q and Q, and
transshipment follows suit.
8.
Upon verification of Q & Q report, after
transshipment, Payment is released within 48 hours by KTT (swift
transfer) on out-turn barrels
Please initial
this Offer and send back if the Offer is accepted.
PAYMENT UNDERTAKEN
We bank . Write with full corporate responsibility that company . Is our
customer of repute and is financially capable of purchasing the said
product (Low Pour Fuel Oil) with specification as it is contained in the
SPA
We therefore
undertake to place a confirmed irrevocable letter of credit / Bank
guarantee to the seller, on behalf of our customer, upon confirmation of
the Q & Q by our customer s independent inspection company. And finally
make payment immediately after transshipment and receipt of the shipping
document as it s contained in the SPA
It must be duly signed by the Bank authority
Note: this is a guide
line to what is required. Bank is at liberty to write a standard BPU
with this detail.
Please
Note: that this letter is just a bank assurance that the buyer is
capable to perform
SALES & PURCHASE AGREEMENT
(TRANSSHIPMENT)
BETWEEN
BENEBO OIL AND GAS LTD.
No 9 EHIWUREM STREET.MGBOBA PORT-HARCOURT, RIVERS STATE.NIGERIA
(Hereinafter referred to
as Seller)
AND
(Hereinafter referred to as Buyer)
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
US Barrel: The unit of
volume measured at standard temperature of 60 degrees Fahrenheit and
equals to 42 US Gallons.
GALLON: A unit of volume equivalent to 231 cubic inches or 0.3785
Cubic meters all measured at 60 degrees F.
Metric Ton: A measure of
weight equivalent to one thousand kilogram mass (1,000kg).
Commodity: Referred to
as being "Bonny Light Crude Oil", elsewhere in The Agreement also
referred to as "Bonny Light", which specifications, as specified by NNPC
and will be furnished by the Seller and added as Appendix “A” to this
contract.
Day: Means a
calendar day, unless differently specified.
Month: Means a Gregorian
calendar month.
Bill of
Lading: 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 (MT)
or barrels per the definitions herein. This document has to be signed in
original by the ship's Master and made out in accordance without the
instruction hereinafter specified in The Agreement.
T.T.T: Strictly as referred to in the
interpretations defined by the INCOTERMS, Edition 2000 with latest
amendments.
Loading
Date: The date mutually accepted by both the Seller and the Buyer as the
date on which the nominated international Surveyor Company has
ascertained the quantity and quality of the product pumped into the
Buyer’s designated vessel.
PLATT'S: Platt's McGraw Hill, London is the
organization, internationally recognized and accepted; who publish
official market scans of petroleum products Mediterranean on a daily
basis
Execution Date:
The date on which the Seller and the Buyer receive their respective
faxed copies of this agreement, or as may be indicated otherwise in The
Agreement.
API/ASTM: API/ASTM Standards
referenced in this Agreement are those in effect as at July 1st 1993. In
the event that such Standards are subsequently revised or modified, or
new Standards are issued, the new, revised or modified Standards will
apply.
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
1.1 The Seller
and the Buyer, under full corporate authority and responsibility
respectively represent that the Seller is a lawful owner of the
commodity, in quantity and quality as hereunder specified, and the Buyer
has the full capability to purchase the said commodity.
1.2 The Buyer desires to
purchase Crude Oil (hereinafter called “Product”) of Nigerian Origin.
1.3 The Seller has the
independent capacity and ability to purchase the product from the
Nigerian National Petroleum Corporation (NNPC) or its official lifters
and re-sell same to the Buyer.
1.4 The Seller has accepted to procure the crude
oil from the appropriate authorities and re-sell same to the Buyer, and
the Buyer has accepted to take delivery of products from and make
payments to the Seller for crude oil received, in pursuance of the
realization of the objectives of this Agreement.
CLAUSE 2 QUANTITY
2.1 The total contractual quantity of the
commodity sold and purchased under this Agreement is 6,000,000 barrel,
with a variation of +/-10% (plus/minus ten percent).
2.2 Without prejudice to
the foregoing, the Buyer shall accept any additional shipment/delivery
of product should availability of products sustain such additional
consignment.
CLAUSE 3
DELIVERY TERMS
3.1 The
contracted quantity is 6,000,000 barrel on shipments of 2,000,000
barrels, +/- 10% (plus/minus ten percent) per shipment at sellers’
option.
3.2.1 The
delivery scheduled, commencing as quickly as possible upon mutual
agreement Between the Buyer and the Seller.
CLAUSE 4 TIME PERIOD
4.1 The duration of this contract is for 30 Days
shipments of or 6,000,000 barrels, +/- 10%, unless extended by an
agreement by both parties.
4.2.1 Lifting shall commence within 14
(fourteen) calendar days of execution of this Contract and placement of
banking instruments in favour of the Seller.
4.3 CLAUSE 5 QUALITY
5.1 The Seller guarantees that the quality of
the product sold will conform to the guaranteed specifications
CLAUSE 6 PRICE
6.1 The price for each
barrel of Bonny Light Crude Oil loaded into Buyer’s vessel shall be
“Dated Brent” on the date of Bill of Lading, as published by McGraw Hill
Market-wire, less a gross discount of US $8:00 per barrel, Net to the
Buyer US $4:00 per barrel.
6.2 The price referred to throughout this
Agreement to be paid in US Dollars (USD) and is fixed for the duration
of this Agreement.
6.3.1
The commissions to be paid as follows, and indicated as specific
instructions in the Irrevocable, Letter of Credit.
CLAUSE 7 PAYMENT
7.1 In United States
Dollars (USD) per barrel by confirmed, irrevocable, Letter of Credit or
Bank guarantee from a prime United States/European Bank in favour of the
Seller, made mature for payment within 24 (Twenty four) hours, after
effective loading of Buyer’s vessel. The Buyer by Swift Wire Transfer
KTT shall make cash payment directly to all nominated bank accounts in
the sums stipulated. All cash payments are simultaneous.
7.2. Payment shall be
the full amount in US Dollars, corresponding to the total value of one
shipment nominated quantity.
7.3 Quantity, as assessed at the point of
loading, and price as determined as per the Agreement, will be used to
compute the Seller’s invoice.
7.4 The value of the Transferable, Irrevocable,
Documentary, Letter of Credit shall be determined by the price and
quantity of the shipment.
7.5 The Seller and Buyer each shall be
responsible for their bank charges.
RECLAUSE 8 PROCEDURE
1) The Buyer and the Seller sign/seal the
contract with banking details, exchange by electronic mail, and forward
copies to their respective banks, for verification.
2) Buyer places a Bank Payment Undertaking (BPU)
in favour of seller.
4) Buyer releases his
vessel particulars, CPA and authority to load vessel to seller.
5) Seller confirms buyers vessel, establish
contact with buyers vessel by sending NOR and both vessels exchanges
ETA, and agree on the point of the transhipment
6) Seller’s vessel, long sides with buyer’s vessel at a safe and secured
discharge Point, as agreed by both masters.
7)
Buyer’s inspectors get on board for Q and Q.
8)
Upon verification of Q and Q, Buyer places irrevocable divisible,
transferable letter of credit in favour of seller before transhipment.
9) And transhipment follows suit.
10) Immediately after transhipment, Payment is
released within 48 hours by KTT (swift transfer) on out-turn barrels
DECLARATION.
I am either
the seller or the seller’s mandate for petroleum product. I understand
that you have a buyer who is considering executing an SPA with my
company.
I hereby
declare that when the SPA is executed by both sides, the procedures are
no longer flexible or under negotiation. I understand that neither the
seller’s mandate nor the seller may add nor delete procedures from the
SPA. I understand that it is expected and I affirm that I shall do each
and every step identified in the executed SPA in order, without further
negotiation, provided the buyer does their prior step as required in the
SPA.
I understand and
agree that the SPA is a legally binding contract and that we both will
follow the promises embodied in that contract. Deviations from the SPA
can only be considered in cases of acts of God, War, or other
Catastrophe. By executing the SPA, I warrant that I will completely and
faithfully fulfill my requirements under the SPA. I further agree that I
will NOT execute any SPA that I cannot comply with.
AUTHORITY TO EXECUTE
THIS CONTRACT:
Each of
the parties hereto represents that he / she has full authority to
execute This Agreement and accordingly, be fully bound by the terms and
conditions Therein. Facsimile or electronic copies of this contract
shall be valid and have the same legal force. The contract is ruled by
INCOTERMS 2000 and TRANSSHIPMENT terms shall apply. Either party shall
be in a position to request a hard Copy of the contract and any previous
electronically transmitted document.
CLAUSE 9 DELIVERY
9.1 The Seller warrants performing delivery of
the transacted commodity, on T.T.T-basis.
9.2 In accordance with provisions set out in the
above Clause 3, the Seller and the Buyer hereby acknowledge to
performing the delivery of shipment/s which shall be in lots of
2,000,000 (two million) barrels, plus or minus 10%.
CLAUSE 10 INSPECTION -
QUANTITY & QUALITY DETERMINATION
10.1 The Parties mutually agree that an
internationally recognized first class independent Surveyor Company
shall be appointed at the designated loading port to assess the quality
and quantity of the cargo according to the provisions herein stated. The
Seller will pay the inspection fee at loading as per the surveyor’s
invoice.
10.2.1 Quantity
and quality assessments, conducted by the appointed Surveyor Company
shall be in accordance with methods and procedures usually used in the
oil industry practice, and shall at all times strictly comply with the
revised ASTM/IP International Standards and procedures in force, on the
date of compliance.
10.3
The quantity of each shipment of oil shall be assessed by the surveyor
at the loading port on completion of the loading operation on the basis
of shore figures. This assessed quantity shall be used for computing the
amount to be paid to the Seller, applying the price as per Annex “A “,
“Payment Terms” in the contract.
10.4 Sampling of cargo for Quantity and Quality
shall be carried out as mutually agreed by both the Buyer and the
Seller, in accordance with the ASTM (10) standard.
CLAUSE 11 APPLICABLE LAW
The English law shall
govern all matters relating to the validity, interpretation or
performance of The Agreement.
CLAUSE 12 BREACHES
Notwithstanding Clause 13 herein, in case of
failure of the Seller or the Buyer to comply with any of the obligations
set forth in The Agreement, said non-compliance shall entitle the other
Party, without prejudice to any other recourse(s) available to them, to
consider such failure as a 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, to the extent allowed by the terms and conditions of The
Agreement.
CLAUSE 13
ARBITRATION
13.1 All
disputes arising in connection with The Agreement shall firstly be
settled amicably. 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 an independent party. 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 (or to be commenced) pursuant to this
section. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court having jurisdiction hereof.
13.3 Neither Party shall fail to comply in a
timely way with the obligations of this part to be performed in
pursuance to The Agreement 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.
CLAUSE 14 SPECIAL
CONDITIONS
14.1 The
Parties having exerted and continue to exert their best effort to avoid
any action, which might be in any manner detrimental to the interest of
either Party in the negotiation, execution and performance of The
Agreement.
14.2.1 The
Parties hereby agree that any conditions that might arise which are not
specifically stated in the agreement will be referred to the general
rules of the ICC INCOTERMS, Edition 2000 with latest amendments.
14.3.1 The delivery
schedule must include the dates of shipments, name of the vessel and the
Quantity of the commodity to be loaded.
CLAUSE 15 DOCUMENTS
15.1 Documents to be
provided by the Seller to the Buyer or Buyer’s Captain, who signs for
receiving them, are as follows:
(a) 3 original and 3 copies of commercial
invoice.
(b) Full set of 3 original and
non-negotiable copies of bill of lading.
(c) 1
original and 3 copies of Certificate of Quantity.
(d) 1 original and 3 copies of Certificate of
Quality.
(e) 1 original and 3 copies of
Certificate of Origin.
(f) 1 original and 3
copies of master’s receipt of samples.
(g) 1
original and 3 copies of master’s receipt of each one-copy document
except commercial invoice.
(h) 1 original
haulage report issued at loading terminal.
(i) 1
original and 3 copies of cleanliness report at loading port and lines,
countersigned by the inspector at loading port.
(j) Certificate of Ownership
15.2.1 Any other documents pertaining or related
to the current trip, duly signed by the authorized persons, and as
required by the Documentary Letter of Credit.
CLAUSE 16 DEFICIENCIES
If the amount paid under the Letter of Credit is
less than the total price shown on seller’s commercial invoice presented
to the Buyer’s bank, the Buyer shall pay Seller immediately on demand
any such amount herein that are outstanding by drawn Letter of Credit.
CLAUSE 17 RISK OF TITLE
Delivery shall be deemed
completed and title of Cargo shall pass to the Buyer immediately after
tanker-to-tanker loading and vessels are disengaged. At this point, the
Seller’s responsibility shall cease and the Buyer shall assume all risk
of losses.
CLAUSE 18
FORCE MAJEURE
Neither
party of this Contract shall be responsible for breach of contract
caused by acts of God, insurrection, civil war, and military operations,
national or local emergencies. The parties hereby accept the
international provision of force majeure and hardships published by
International Chamber of Commerce (ICC).
CLAUSE 19 AUTHORITY TO EXECUTE THIS CONTRACT
Each of the parties
hereto has full corporate legal authority to execute this Contract and
accordingly, be fully bound by the terms and conditions therein.
INCOTERMS 2000 rules the Contract and EDT (Electronic Document
Transmission) is legally binding. The Terms shall apply and be deemed to
be valid and enforceable by either party and be in a position to request
a hard copy of the Contract of any previous electronically transmitted
copy.
CLAUSE 20
INDEMNITY
Seller
expressly declares and warrants that all products sold and delivered to
the Buyer under this Agreement are free from all encumbrances, and not
derived from Illegal/Criminal sources.
CLAUSE 21 NOTICES
The parties hereby agree that except otherwise
notified, all notices, consent, designations and communications between
the parties under this Sales Agreement shall be in writing, and shall be
delivered in person (through an internationally recognized courier
service such as Federal Express or DHL), by telex, or facsimile
(provided the original thereof is promptly delivered in person as above
provided), in the following manner.
CLAUSE 22 AMENDMENTS AND WAIVERS
24.1 This Agreement
shall not be amended or modified or any provision thereof waived, except
in writing and accepted by both parties.
24.2.1 Any provision of this Agreement, which is
declared unlawful or unenforceable by Court of competent jurisdiction,
shall not affect any other provision herein.
CLAUSE 23 NON-CIRCUMVENTION AND NON-DISCLOSURE
Both parties agree not
to circumvent each other and to abide by the standards of International
Chamber of Commerce (ICC) regarding Non-circumvention and
Non-Disclosure.
CLAUSE
24 ASSIGNMENTS
26.1 The
Seller/Buyer may, at any time, assign this Crude Oil Supply Contract in
total or in portions thereof to any other Company, which can adequately
assume the financial requirements and obligations of the Seller/Buyer,
under the terms of the Assignment.
26.2.1 A Formal Notice of the Assignment shall
be submitted to the Buyer/Seller, which will contain the Assignee’s
Company Name, Company Address, and Company Spokesperson/Official to
contact and their telephone and telefax numbers.
The Nigerian Bonny Light Crude Oil shall comply
with the following Nigerian National Petroleum Corporation (NNPC)
Official Technical Specifications:
CLAUSE 25: PRODUCT SPECIFICATIONS:
1. Specific Gravity @
60F/15.55C 0.8387 - 0.8498
2. API Specific Gravity @ 60F/15.55C 35.0 -
37.0Max
3. Density at
60F/15.55C-Cg-CM-MAC: 0.85Max
4. Pour Point: <40F/4.44C
5. Sulphur Content Wt,
Pct (%): 0.14Max
6.
Colour: DARK BROWN
7.
Salinity: TB at 0.10%/BS 47.0Max
8. Acid Number: 0.39Max
9. Reid Vapour Pressure: 6.52psig Max
10. Water & Sediment
Content, Pct (%) 1.00%Max
11. Iron Wt, ppm 1.00Max
12. Nickel Wt, ppm 4.00Max
13. Vanadium Wt, ppm
2.00Max
CLAUSE 26
BANKING
COORDINATES
SELLER’S BANKING COORDINATE
Bank Name: UNITED BANK
FOR AFRICA PLC NEW YORK
Bank Address: 40 East
52nd Street, 20th Floor New York.NY10022
ABA NO:
026000110
Swift Code: UNAFUS33
FOR FURTHER CREDIT TO: UNITED BANK FOR AFRICA
PLC Lagos
SWIFT CODE: UNAFNGLA
FCD A/C NO. 10012-071
BENEFICIARY: BENEBO OIL AND GAS LTD
ACCOUNT
NUMBER: 01040030091066
BRANCH: OLU OBASANJO 2,8B
OLU OBASANJO ROAD PORT-HARCOURT
ACC. Officer:
Vivian Ezijiji
BUYER’S
BANKING COORDINATE
Bank
Name:
Bank Address:
ABA
NO:
Swift Code:
FOR
FURTHER CREDIT TO:
SWIFT CODE:
FCD A/C NO.
BENEFICIARY:
ACCOUNT NUMBER:
BRANCH:
ACC. Officer:
BUYER’S AGENT BANKING COORDINATE DETAILS $ 1:50
USD
Name of Bank:
Address:
Credit to:
Account #:
Swift Code#: CLOSSED
Further Credit to;
Account Name:
Phone #:
Fax Number:
BUYER’S
FACILITATOR BANKING DETAILS $ 1:00 USD
Name of
Bank:
Address:
Credit
to:
Account #:
Swift
Code#: OPEN
Further Credit to;
Account Name:
Phone #:
Fax Number:
SELLER’S AGENT BANKING DETAILS $ 1:00 USD
Name of Bank:
Address:
Credit to:
Account #:
CLOSSED
Swift Code#:
Further Credit to;
Account Name:
Phone #:
Fax Number:
SELLER’S FACILITATOR
BANKING DETAILS $ 0:50USD
Name of Bank:
Address:
Credit to:
Account #:
Swift Code#:
CLOSSED
Further Credit to;
Account Name:
Phone #:
Fax Number:
NOTE: NO CONTACT WITH THE SELLER’S OR BUYER’S
BANK WITHOUT A WRITTEN APPROVAL OF THE PARTY CONCERNED. SUCH VIOLATION
WILL RENDER THIS CONTRACT NULL AND VOID.
CLAUSE 27 CONCLUSIONS AND DECLARATION
IN WITNESS WHEREOF, the
parties have understood all of the terms and conditions of this Sales
agreement hereby agree to honor all clauses with the privileges, right
and immunities pertaining therein, making this Sales/Purchase Agreement
effective on and as of the Effective Date upon signing by all parties.
This Agreement is executed in multiple counterparts. Facsimile copies of
the signed Sales/Purchase Agreement are hereby accepted as originals,
and will be deemed to be valid and effective for all purposes. The
Parties will distribute the original copies among themselves promptly.
The Agreement is compiled in three originals of
8 (eight) pages, plus 1 (one) Appendix - Product Description - Bonny
Light Crude, totaling 9 (nine) pages. The Parties agree the signed
stamped EDT copies of The Agreement will be in full force and effect
until hard copies can be exchanged.
BUYER: SELLER:
SIGNATURE: SIGNATURE:
SEAL: SEAL:
DATE: DATE
CLAUSE 28 PARTIES’ LEGAL ADDRESSES
SELLER 1:
COMPANY NAME: BENEBO OIL AND GAS LTD.
ADDRESS: No 9 EHIWUREM
STREET.MGBOBA PORT-HARCOURT, RIVERS STATE.NIGERIA
REPRESENTED BY: BEN EZE
BUYER:
Company:
Address:
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