Oman origin Crude oil SALES AND PURCHASE AGREEMENT (SPA) CONTRACT LIGHT CRUDE OIL THIS AGREEMENT (THE AGREEMENT) is entered into this XXXthday of July, 2014. This Sales and Purchase Agreement (SPA) of12 pages including Appendices under the Transaction Codes as confirmed in this contract under Article 25, is made and entered into this XXXth day of July, 2014. THE BUYER: Company Name: AS L.L.C C/O. LTD. Address: XXXXXXX Country: Oman Represented by: Mr. Title: Chairman Telephone: + E-MAIL: Hereinafter referred to as “BUYER” AND BETWEEN THE SELLER: Company Name: C/O Allocation No.: Address Germany: Country: Germany / Oman Represented by: Mr. Title: General Manager Telephone: +49 211; +49 173; +968 2823 Email: Hereinafter referred to as “SELLER”. Sale and Purchase Agreement for Light Crude Oil on CIF Malaysia, South Africa and Europe and eventually Fujairah (NPL, International Sea Zone), delivered to Buyers Port. BASIC INFORMATION PRODUCT: LightCrude Oil COUNTRY OF ORIGIN: PG Region QUALITY: Light Crude Oil Export Quality QUANTITY: Min. two (2) million for the first month; Four (4) million barrels for the second month; and Min. six (6) to eight (8) million for subsequent months. With understanding of increasing it gradually. CONTRACT DURATION: Twelve (12) months with a twelve (12) month extension. Terms and conditions of the contract will be reviewed yearly and adjusted accordingly. DESTINATION PORT: Fujairah (NPL), Malaysia, South Africa and European Ports as per Buyer’s monthly shipping schedule. CIF PRICE: OSP Platt Price minus USD 5.00 (Five USD) per Barrel. Note: If delivery is at Fujairah (NPL, International Sea Zone), all shipping costs including STS are on Seller’s account and will be expected minus USD 7.00 (Seven USD)/ Barrel the price as FOB. PAYMENT TERMS: for eachshipment, the buyer opens a non-operative 75 days LC,with the condition that the LC is operating immediately when the ship arrives at thedestination port. This condition will be confirmed by the bank.The customer may, after the operation of LC, instead of paying with an Operative LC, paid with a 70 day Bank Guarantee. Hereinafter the Buyer and the Seller are individually referred to as “PARTY” and collectively as “PARTIES”. 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 1.1 Light Crude Oil, as per the specifications in Appendix B. ARTICLE 2: QUANTITY 2.1 A minimum of two (2) million barrels for the first month, a minimum of four (4) million barrels for the second month and a minimum of six (6) to eight (8) million barrels of cargo for subsequent months, with the possibility of rollovers and/or extensions. The minimum total quantity for12 months contract period is 66 to 86 Million Barrels. 2.2 TERMS OF THE CONTRACT: Delivery on acceptance of procedures as per articles 23. The quantity of Crude Oil sold under this contract shall be determined by ASTM measurement of farm tanks/dip test/ullage measurements appropriate by the relevant agents and shall compute the net quantity per shipment. ARTICLE 3: QUALITY 3.1 Conforming to specifications as specified in Appendix B. ARTICLE 4: DELIVERY/DESTINATION 4.1 The terms of the delivery for this agreement shall be on a CIF Fujairah, Malaysia, South Africa or European Port inside double-hull certified vessels provided by the Seller. The vessels used shall also comply with the regulations at the destination ports. Any terms not covered by this agreement shall be covered by INCOTERMS 2010 for CIF Contracts. 4.2 The parties also hereby agree that the Seller shall notify the Buyer all necessary vessel’s information to enable Buyer to confirm and program for loading in a timely manner by keeping contact with the vessel and knowing its exact ETA. The loading program is specified in Appendix C Shipping Schedule. 4.3 The Seller will pay the total inspection fees at the loading portand the Buyer pay the total inspection fees at the destination port (SGS). 4.4 Destination PortsareMain Fujairah (NPL, International Sea Zone), Malaysia, South Africaor European Port and other destination as per Buyer’s monthly Shipping Schedule. 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 rollovers and extensions, the terms and conditions shall be mutually agreed upon. 5.2 The first loading shall take place within 15 days from receipt of Buyers financial Instrument. ARTICLE 6: SHIPMENTS 6.1 Cargo is sold on CIF basis and shipping schedule will be provided by Seller and co-ordinated by Buyer. ARTICLE 7: PRICE 7.1 The price shall be the average of Official Publication of OSP Platt Price of Loading Land, based on the dates of discharge to Buyer’s vessel, a day before and a day after. For the purpose of price calculation, the start of discharge shall not exceed 24 hours after arrival. 7.2 Discount: US$5.00 (Five US Dollars) per barrel delivered at the Seller’s nominated Ship / Tanks. 7.3 The Commercial invoice to be issued USD and effectedpreferably in EURO. ARTICLE 8: PAYMENT 8.1 Payment to be effected through anon-operative LC, with the condition, that the LC is operating immediately when the ship arrives atdestination Port. This condition will confirm the bank of Buyer,Paymentprocedure as per Article 23.2 ARTICLE 9: INSPECTION 9.1 To be performed by SGS or equivalent. Inspection to be used to determine invoiced Quantity and Quality of product, Seller pay inspection at loading Port and the SGS Reports will be binding. Note:Another independent inspection shall be carried out at the destination port before discharging the cargo. If there is any discrepancy in quantity and/or quality, the independent surveyor’s report at the destination port shall be used for invoicing purposes and this cost pay the Buyer. 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 on all pages of this agreement. ARTICLE 11: OCEAN FREIGHT AND MARINE INSURANCE 11.1 All freight and insurance costs are for Seller. ARTICLE 12: LEVIES, TAXES AND DUTIES 12.1 The duties, taxes and other direct expenditures levied in relation to the crude oil 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.) who 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: LAYTIME 15.1 Lay time shall be effected on discharge port for Buyer’s account. ARTICLE 16: DEMURRAGE 16.1 Demurrage at destination port is for the account of Buyer and shall be subject and limited to the charter party agreement. ARTICLE 17: APPLICABLE LAW 17.1 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. ARTICLE 18: TITLE AND RISK 18.1 Title of each cargo and risk of loss of the crude oil shall pass from the Seller to the Buyer when the cargo passes the flange connection between Seller’s loading port or vessel (STS) and Buyer’s Tanker vessel. All losses, damages or risks thereafter shall be the Buyer’s responsibility. ARTICLE 19: FORCE MAJEURE 19.1 Neither party shall be liable for and delay in fulfilment of or failure to fulfil 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 labour strikes, lockouts or act of God. ARTICLE 20: EXTENSION 20.1 This agreement may be extended by mutual agreement in writing to cover additional supplies of the crude oil for quantity and duration to be mutually agreed by both parties. Any additional supply agreement is to be agreed between the parties prior to 30 days before the termination of this agreement. ARTICLE 21: ASSIGNMENT 21.1 Buyer may at any time assign this contract in total or partial performance hereof to any other affiliate company, subject to Seller’s approval 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 but overall the Buyer will remain responsible for full payments under his obligations. ARTICLE 22: AGREEMENT AND EDH 22.1 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. EDT copies of signed documents shall be considered original documents, until such time as Hard copies are or maybe requested and issued. ARTICLE 23: PROCEDURE 23.1 Seller and Buyer execute this Agreement by EDT transmission and Hard Copies shall be sent within 72 hours. EDT transmissions shall be deemed as originals, bearing the same force and function. Buyer and Seller will lodge the Agreement with their respective banks. 23.2 PAYMENT PROCEDURE. 23.2.1 Payment to be effected in manners, as described below: 1. Foreach shipment, the Payment to be effected through a Non-Operative Documentary Letter of Credit (NO-DLC). According to the witness of the Port arrival ofVessel, the Buyer’s Bank activates automatically the NO-DLC and it will be operative for payment in 75 Days. First Shipment of commodity commences shall commence within 15Days after receipt of NO-DLC. 2. At Buyer’s option, instead of issuing a Non-Operative LC, Buyer may issue a Bank Guarantee with a value of 10% of one (1) shipment as security for Buyer’s purchase. Within 3 working days after vessel arrival at destination port, Buyer shall submit to Seller a 75days Documentary Letter of Credit or 75 Days Bank Guarantee for the said shipment. 3. Full set of Shipping Documents shall be submitted to Buyer through Seller as per agreement. 4. The Buyer shall be responsible individually for their banking charges relating to this Contract Agreement and pay 12.5 Cent per Barrel for Sellers cost. Note: The 10% SecurityBank Guarantee (BG) is as indicated in Appendix “D”. 23.2.2 The following is considered as Shipping Documents: Seller’s signed invoice evidence price and quantity as per the contractual terms according to SGS Quantity and Quality Report in one original plus three copies. 1. Full set of clean on board bill of lading /received from vessel. 2. 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 vessel. (d) The master of the nominated vessels must manually sign all Bill of Lading (e) Quantity loaded (f) (Editor’s Comment: Specification of goods cannot be inserted, item 6 in this subsection is certifying the Spec by SGS) 3. Certificate of Title issued by Seller in one original plus three copies. 4. Certificate of Origin authenticated by local chamber of commerce in one original and three copies. 5. Certificate of Quantity by SGS one original plus three copies. 6. Certificate of Quality by SGS one original plus three copies 7. Master’s receipt for samples taken on board in one original plus three copies. 8. Cargo manifests one original plus three copies. 9. Quantity Report in one original plus three copies issued by SGS. Note: Bs/L are issued by vessel nominated by the Buyer, any discrepancies therein shall not influence payment/banking procedures. Note:Above documents will be provided by the seller with close co-ordination of the buyer. Note: If there is any discrepancy between the surveyor’s report at loading port and the subsequent survey done on Seller’s vessel at the destination port, the result of the second survey shall prevail and Seller’s final invoice shall be adjusted accordingly. ARTILCE 24: CONTRACT REFERENCE NUMBERS 24.1 This Contract shall be completed under the following codes: CONTRACT Nº: IPA/AN/112 SELLER CODE: AST/ASI/27 BUYER CODE: XXXXXXXX 24.2. - Reference: APPENDIX “A”: BANKING COORDINATES OF SELLER and BUYER, APPENDIX “B”: SPECIFICATIONS OF LIGHT CRUDE OIL APPENDIX “C”: SHIPPING SCHEDULE APPENDIX “D”: Documentation for Security Payment of BG 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: DATE: SIGNED, AGREED AND ACCEPTED ON BEHALF OF SELLER: Co. L.L.C Commercial Manager General Manager Mr. A A PARTY B: DATE: SIGNED, AGREED AND ACCEPTED BY BUYER: L.L.C .LTD. Commercial Manager xxxxxxManager Mr. Mr. XXXXXXX APPENDIX A BANKING COORDINATES OF SELLER, BUYER Seller Banking Coordinates. Name of Bank: BANK Bank Address: P.O. Box: SWIFT Code: IBAN (USD): Account Holder: L.L.C Account Number: Bank Officer: Mr. A. Bank Tel.: +968 Bank Fax: +968 E-Mail: m@bank Buyer Banking Coordinates. Name of Bank: Bank Address: Account Holder: Account Number: SWIFT Code: Bank Officer: Mr. Bank Telephone: + Bank Fax: + E-Mail: APPENDIX “B” Specifications of Light Crude Oil The Light Crude Oil shall comply with the following Official Technical Specifications: SPECIFICATION RESULT TEST METOD SPECIFIC GRAVITY @ 15.56 °C 0.8579 ASTM D-4052 API 33.4 – 34.1 ASTM D-1298 SUPHUR CONTENT WT% 1.1 - 1.36 ASTM D-2622 H2S CONTENT PPM 50 RIPI NITROGEN CONTENT WT% 0.26 ASTM D-4629 BASE SEDIMENT & WATER VOL% TRACE < 0.05 ASTM D-1796 WATER CONTENT VOL% 0.02 - 0.05 ASTM D-4006 SALT CONTENT PTB 16.0 ASTM D-3230 KINEMATIC VISCOSITY @ 10 °C mm2/Sec 15.97 ASTM D-445 KINEMATIC VISCOSITY @ 20 °C mm2/Sec 10.43 ASTM D-445 KINEMATIC VISCOSITY @ 40 °C mm2/Sec 5.838 ASTM D-445 POUR POINT °C -8 ASTM D-5853 RVP PSI 8.90 ASTM D-323 ASPHALTENES WT% 1.20 -1.45 IP-143 WAX- CONTENT WT% 5.7 BP-237 DROP MELTING POINT OF WAX °C 57 IP-133 CARBON RESIDUE CONRADSON WT% 3.67 – 3.95 ASTM D-189 ACIDITY TOTAL MGKOH/GR 0.11 UOP-565 NICKEL CONTENT PPM
Posted on: Wed, 29 Oct 2014 08:05:27 +0000
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