AND (P O G .) : Ower IL AND AS
AND (P O G .) : Ower IL AND AS
REG.C 0004522540
TIN. CS 549692015
AND
(POWER OIL AND GAS.)
REPRESENTED BY:
TITLE :
ADDRESS :
GPS ADDRESS :
(HEREINAFTER SHALL BE REFERRED TO COLLECTIVELY AS “PARTIES” OR SINGULARLY AS “PARTY”)
DEFINITIONS
WHEREAS THE PARTIES MUTUALLY ACCEPT TO REFER TO THE GENERAL TERMS AND DEFINITIONS,
AS SET OUT BY THE INCOTERMS E DITION 2010 WITH LATEST AMENDMENTS , HAVING THE
FOLLOWING TERMINOLOGY FULLY UNDERSTOOD AND ACCEPTED :
SELLER
IS THE BASIS ON WHICH THE AMOUNT WILL BE COMPUTED FOR THE PAYMENT OF THE PRODUCT
EFFECTIVELY DELIVERED TO THE BUYER.
BILL OF LADING: IS THE OFFICIAL DOCUMENT, ISSUED AT THE LOAD PORT AFTER COMPLETION OF
THE LOADING OPERATIONS , STATING THE SHIP’S LOADED QUANTITY EXPRESSED IN CUBIC M ETERS
(CUB. METERS) AND/OR BARRELS (MT) EXPRESSED AS PER THE ABOVE DEFINITIONS . THIS DOCUMENT
HAS TO BE SIGNED IN ORIGINAL BY THE SHIPS M ASTER AND MADE OUT IN ACCORDANCE WITHOUT THE
INSTRUCTION HEREINAFTER SPECIFIED IN THIS AGREEMENT .
1.1 THE SELLER HAS SOLD AND THE BUYER HAS BOUGHT BASED ON CIFASWP THE COMMODITY
HEREIN SPECIFIED , HAVING A MINIMUM GUARANTEED S PECIFICATIONS AS PER THE LIBERIA
SPECIFICATION “GOST” OFFICIAL STANDARD AND DELIVERED IN UNIFORM LOTS DURING THE TERM OF
THIS CONTRACT .
CLAUSE 2 - COMMODITY:
2.1 AGO/PMS L IBERIA ORIGIN SPECIFICATIONS , AS PER ANNEX “A” AND HAVING THE
CONTRACTUAL MINIMUM GUARANTEED SPECIFICATIONS AS PER THE LIBERIA SPECIFICATION “GOST”
OFFICIAL S TANDARD HEREWITH ATTACHED AS AN INTEGRAL PART OF THIS CONTRACT .
1.1 THE SELLER HAS SOLD, AND THE BUYER HAS BOUGHT PMS LIBERIAN ORIGIN SPECIFICATIONS ,
HEREINAFTER REFERRED TO AS THE GOODS ORIGINATED IN THE LIBERIA SPECIFICATION
FEDERATION, QUALITY WHEREOF TO CONFORM TO LIBERIA SPECIFICATION NO. 1 TO THE PRESENT
CONTRACT, TO BE DELIVERED ON TERMS CIF-LIBERIA THE SHIPMENT WILL BE MADE FROM
NIGERIA LAGOS PORT SEA PORT, D ECIDED BY THE SELLING/BUYING PARTIES.
1.2 TOTAL QUANTITY OF THE GOODS SOLD AND PURCHASED UNDER THIS CONTRACT CONSTITUTES
1.3 QUANTITY OF THE GOODS DELIVERED ON TERMS OF CIF- LIBERIA
1.4 THE PARTIES HEREBY ACKNOWLEDGE USE OF VESSELS OF TONNAGE NOT LESS THAN BARREL
FOR THE LIFTING OF THE PRODUCT .
1.5 THE FOLLOWING DOCUMENTS SHALL BE CONSIDERED AN INTEGRAL PART OF THE PRESENT
CONTRACT:
SELLER
1.7 THE PARTIES AGREE THAT SOLELY FOR THE PURPOSE OF THE CONTRACTUAL TOTAL VALUE ,
CALCULATION OF DELIVERY
GOODS SHALL BE DETERMINED AS $885/10 NET
1.8 THE SHIPMENT OF 10,000 MT-15,000 MT PAID WITHIN 72HOURS AFTER QNQ.
2. QUALITY:
2.1 THE QUALITY OF THE GOODS DELIVERED UNDER THIS CONTRACT SHALL MEET THE SPECIFICATION
INDICATED IN APPENDIX NO.1 TO THE PRESENT CONTRACT .
2.2 THE PARTIES AGREE THAT AN INDEPENDENT SURVEYOR, SGS, ACCORDING TO THE TERMS STATED
HEREIN, SHALL CONDUCT QUALITY AND QUANTITY INSPECTION OF THE GOODS ONBOARD OF THE
VESSEL AT THE LOADING PORT.
2.3 THE PARTIES AGREE THAT INSPECTION COSTS AS SHOWN IN THE SURVEYOR’S INVOICE IN THE PORT
OF LOADING SHALL BE BORNE BY THE SELLER .
3. DELIVERY TERMS:
3.1 DATE OF THE BILL OF LADING FOR THE GOODS DISCHARGED SHALL BE CONSIDERED AS THE DATE
OF DELIVERY OF THE GOODS.
3.2 THE TANKERS LOT OF THE GOODS IS 10,000 MT-15,000 MT
4. PRICE AND TERMS OF PAYMENT: USD$ 885/5,000
COMMISSION- SELLER SIDE USD $5.00 CLOSE
- BUYER SIDE USD $5.00 OPEN
4.1 THE SHIPMENT OF 10,000 MT-15,000 MT PAID WITHIN 72 HOURS AFTER Q&Q ( QUALITY AND
QUANTITY ) AT THE DELIVERY PORT MONROVIA
4.2 THE TOLERANCE OF QUANTITY BETWEEN SGS INSPECTED AT LOADING PORT AND CIQ AT THE T
DISCHARGE PORT SHOULD BE LESS THAN 0.15% ( ZERO POINT ONE FIVE PERCENT ), THE FINAL
QUANTITY WILL BE BASED ON THE B/L (SGS INSPECT QUANTITY ). IF THE TOLERANCE IS OVER 0.15%,
BOTH SIDES WILL NEGOTIATE FIRST , OTHERWISE , THE FINAL QUANTITY SHOULD BE RE-INSPECTED BY
THE 3RD INDEPENDENT INSPECTION ORGANIZATION NOMINATED BY BOTH PARTIES AND THE RESULT
WILL BE THE FINAL AND THIS RESULT WILL BE USED AS THE PAYMENT ’S CALCULATED TO THE SELLER .
4.3 EXECUTING BANK UNDER THE NONTRANSFERABLE NON-DIVISIBLE 60 DAYS BANK COMFORT
LETTER WOULD BE THE BANK OF THE BUYER
SELLER
QUANTITY: 10,000 MT-15,000 MT
. IMPORTANT NOTICE: THIS CONTRACT IS VALID FOR 3 WORKING DAYS AS PRICE AND PROCEDURE MAY
CHANGE WITHOUT NOTICE
1.Buyer & Seller Signs & Seals Contract and exchange the signed copy by electronic mail. The electronically
signed copy by both Parties is considered legally binding and enforceable.
2. Seller releases pregnant vessel details, by given product bill of laden to buyers bank (vessel locations as well)
for tracking and confirmation.
Upon confirmation and proper tracking of the pregnant vessel, per information on the bill of laden.
3 a. Buyer Pays for the PMS within 30 days less the logistics and commission payments after QnQ.
4. Upon the confirmation of the BANK COMFORT LETTER seller the Vessel Captain will issue
NOR/ATB/ETA and then the boarding Clearance will be given for buyer to board the Vessel in Liberia.
5. Immediately after the attestation, buyer shall pay the USD 1 million dollars for the logistics and
documentation fees while the supercargo team still onboard conducting the QnQ.
6. After Q&Q report issued by the inspectors to both parties, Seller shall issue commercial invoice to cover the
total quantity as per the QnQ REPORT.
7. After confirmation of full payment and commission to all agents, seller releases all the original documents to
the buyer through his bank electronically, and the hard copies send to the buyers’ bank through DHL/FEDEX which
takes about 5 banking days to arrive, and introduce the new owner to the vessel handler for the birth of the product or
re-charter to the point of delivery
5.1 DELIVERY AND ACCEPTANCE OF QUANTITY OF THE GOODS SHALL BE EXECUTED IN ACCORDANCE
WITH THE REQUIREMENTS OF THE PRESENT CONTRACT THROUGH TRANSFER OF THE BILL OF LADING
TO THE BUYER.
5.2 THE QUALITY OF THE GOODS DELIVERED UNDER THE PRESENT CONTRACT SHALL BE INDICATED IN
THE QUALITY CERTIFICATE ISSUED BY AN INDEPENDENT SURVEYOR (SGS) AT THE PORT OF LOADING .
5.3 QUANTITY AND QUALITY ASSESSMENTS OF THE GOODS BY THE APPOINTED SURVEYOR COMPANY
SHALL BE CARRIED OUT BY THE APPOINTED SURVEYOR IN ACCORDANCE WITH METHODS AND
PROCEDURES COMMONLY USED IN THE OIL INDUSTRY PRACTICE AND ACCEPTED AT THE PORT OF
LOADING , AND, HOWEVER , AT ALL TIMES , SHALL STRICTLY COMPLY WITH THE REVISED ASTM/IP
INTERNATIONAL STANDARDS AND PROCEDURES.
5.4 LATEST REVISED EDITION OF ASTM TABLES SHALL BE USED FOR CONVERSION OF OBSERVED
VOLUMES OF THE GOODS TO THE VOLUMES AT THE STANDARD TEMPERATURE AND FOR CONVERSION
OF VOLUMES TO WEIGHT.
SELLER
5.5 EACH TANKER LOT OF THE GOODS SHALL BE ACCOMPANIED WITH THE FULL SET OF 3/3 CLEAN
ON-BOARD BILL OF LADING MARKED: “FREIGHT PAYABLE AS PER CHARTER PARTY”. EACH
ORIGINAL TO BE HAND SIGNED BY MASTER OR VESSEL ’S AGENT AT THE PORT OF LOADING .
5.6 AT THE TIME OF THE VESSEL LOADING INSPECTED SAMPLES SHALL BE TAKEN FROM THE AUTO
SAMPLER OR FLOW -METER. S AMPLING SHALL BE PERFORMED ACCORDING TO THE STANDARD
PROCEDURE ACCEPTED AT THE GIVEN PORT. S AMPLES TAKEN IN SUCH MANNER SHALL BE
THOROUGHLY MIXED, PUT INTO BOTTLES AND SEALED .
5.7 ONE PART OF EACH OF THESE SAMPLES FILLED INTO NOT LESS THAN TWO BOTTLES AND SEALED BY
THE SELLER OR THEIR APPOINTED REPRESENTATIVE , SHALL BE PLACED ON BOARD OF THE TANKER
UNDER THE CARE OF THE VESSEL M ASTER FOR DELIVERY TO THE BUYER OR HIS NOMINATED
REPRESENTATIVE AT THE PORT OF DISCHARGE . THE OTHER PART OF THE SAME SAMPLES FILLED INTO
NOT LESS THAN TWO BOTTLES SHALL BE SEALED BY THE VESSEL M ASTER AND DELIVERED TO THE
SELLER WHICH WILL BE SENT TO THE BUYER.
5.8 THE SAMPLES TAKEN IN BOTH SUCH MANNER SHALL BE CONSIDERED AS THE INSPECTED SAMPLES
AFTER THE LOADING .
6. INSURANCE:
6.1 SELLER, AT HIS OWN EXPENSE, SHALL PROCURE A POLICY WITH A FIRST-CLASS MARINE
INSURANCE INSTITUTE TO COVER THE 110% ( ONE HUNDRED AND TEN PERCENT ) OF THE VALUE OF THE
CARGO . THE INSURANCE POLICY WILL COVER ALL RISKS OF LOSS OR DAMAGES TO SAID CARGO ,
INCLUDING WAR, HIJACKING , EXPLOSION , SHORTAGE ETC. F ROM THE TIME THE CARGO HAS PASSED
THE SHIPS MANIFOLD AT THE LOADING PORT. A COPY OF THE SAID POLICY IS TO BE SUBMITTED TO
BUYER .
6.2 MARINE INSURANCE WILL COVER ALL RISK, OF LOSS OR DAMAGE TO SAID CARGO, INCLUDING WAR,
HIJACKING , EXPLOSION AND A GOODS NOT ARRIVING AT THE BUYER ’S DESIGNATED PORT ETC. UNTIL
CARGO COMMENCES TO PASS THE SHIP’S MANIFOLD FLANGES AT THE DISCHARGE PORT.
7. CLAIMS:
7.1 IF THE QUALITY OR QUANTITY OF THE GOODS AT THE DISCHARGING PORT INSPECTED BY CIQ DOES
NOT CONFORM TO THE CONTRACT SPECIFICATION , CLAIMS FOR QUALITY OR QUANTITY SHALL BE
SUBMITTED TO THE SELLER WITHIN 3 (THREE) WEEKS OF THE DATE OF DELIVERY . ANY CLAIM
MADE AFTER THAT THE S ELLER SHALL NOT ACCEPT DATE, AND THE BUYER SHALL HAVE NO RIGHT TO
RESORT TO ARBITRATION .
7.2 ANY PENALTIES STIPULATED IN THE PRESENT CONTRACT IMPOSED ON ONE OF THE PARTIES SHALL
BE PAID TO THE DAMAGED P ARTY WITHIN 5 (FIVE ) INTERNATIONAL BANKING DAYS OF THE DATE OF
ACKNOWLEDGED INSTANCE OF ACCORDING CONTRACT BREACH .
8. FORCE – MAJEURE:
8.1 AS REGARDS THE TERMS OF DELIVERY OF THE GOODS UNDER THIS CONTRACT, THE REGULATIONS
OF THE INTERNATIONAL CHAMBER OF COMMERCE , P ARIS , F RANCE SHALL APPLY TO F ORCE -MAJEURE
CIRCUMSTANCES .
8.2 NEITHER OF THE PARTIES SHALL BE LIABLE FOR COMPLETE OR PARTIAL NON-PERFORMANCE OF
OBLIGATIONS , IF SUCH NON -PERFORMANCE RESULTED FROM F ORCE -MAJEURE CIRCUMSTANCES SUCH
AS FIRES , FLOODS , STRIKES , WARS (WHETHER WARS DECLARED OR UNDECLARED ), RIOTS , EMBARGOES ,
ACCIDENTS , RESTRICTIONS IMPOSED BY ANY GOVERNMENTAL AUTHORITY (INCLUDING PROTECTION ,
QUOTAS , PRIORITIES , REQUISITIONS AND PRICE CONTROL ) AND ANY OTHER CIRCUMSTANCES WHICH
SELLER
ARE BEYOND CONTROL OF THE CONTRACTING P ARTIES AND HAVE ARISEN AFTER CONCLUSION OF THE
PRESENT CONTRACT .
8.3 IF ANY OF ABOVE-MENTIONED CIRCUMSTANCES DIRECTLY AFFECTS PERFORMANCE OF THE
OBLIGATIONS IN THE PERIOD OF TIME DETERMINED BY THE PRESENT CONTRACT , THE TIME FOR
PERFORMANCE OF OBLIGATIONS SHALL BE EXTENDED CORRESPONDINGLY BY THE PERIOD FOR WHICH
SUCH F ORCE -MAJEURE CIRCUMSTANCES PERSISTED .
8.4 IN THE CASE THE FORCE-MAJEURE CIRCUMSTANCES PERSIST FOR MORE THAN 60 (THIRTY) DAYS,
THE P ARTIES SHALL HAVE THE RIGHT TO CANCEL THIS CONTRACT PARTIALLY OR COMPLETELY . IN
THIS CASE NEITHER OF THE P ARTIES SHALL HAVE THE RIGHT TO CLAIM ANY COMPENSATION FROM
THE OTHER P ARTY FOR POSSIBLE LOSSES .
8.5 A CERTIFICATE ISSUED BY THE CHAMBER OF TRADE AND COMMERCE OF THE CORRESPONDING
COUNTRY SHALL SERVE AS A SUFFICIENT PROOF OF APPROACH AND DURATION OF THE F ORCE -
MAJEURE CIRCUMSTANCES .
9. ARBITRATION:
9.1 THE PRESENT CONTRACT IS A PURELY COMMERCIAL DEAL CONCLUDED IN ACCORDANCE WITH
INTERNATIONAL RULES RELATED TO PREPARATIONS , INTERPRETATION, EXECUTION OF LEGALITY AND
ANY OTHER ISSUES REGARDING PERFORMANCE OF THE PRESENT CONTRACT INCLUDING CUSTOMARY
NORMS OF HONESTY , CONFIDENTIALITY ADOPTED BY THE INTERNATIONAL CHAMBER OF COMMERCE
(ICC), P ARIS, AS WELL AS TEMPORARY SUSPENSION OF DELIVERIES DUE TO FORCE-MAJEURE
CIRCUMSTANCES . S HOULD THE P ARTIES FAIL TO REACH AN AGREEMENT AS REGARDS ANY ASPECT OF
PERFORMANCE OF THE PRESENT CONTRACT THE P ARTIES AGREE TO SUBMIT THE MATTER TO
ARBITRATION COURT?
9.2 ALL DISPUTES OR CONTROVERSIES WHICH MAY ARISE OUT OF THE PRESENT CONTRACT SHALL BE
SETTLED AT THE ARBITRATION COURT IN ACCORDANCE WITH THE RULES AND PROCEDURES OF THE
STATED ARBITRATION COURT .
9.3 DECISION OF THE STATED ARBITRATION COURT SHALL BE FINAL AND BINDING UPON BOTH
PARTIES.
10.1 THE PROPERTY AND RISK ON THE PRODUCT SHALL PASS TO THE BUYER AS THE PRODUCT PASSES
VESSEL'S FIRST (1ST) PERMANENT HOSE CONNECTION AT LOADING PORT.
10.2 THE PARTIES MAY ASSIGN THEIR RIGHTS AND RESPONSIBILITIES UNDER THE PRESENT CONTRACT
TO THIRD PARTIES ONLY UPON WRITTEN APPROVAL OF THE OTHER P ARTY.
11.1 THE PARTIES HEREBY AGREE THAT ALL TERMS, WHICH ARE NOT SPECIFICALLY CONFIRMED AND
AGREED UPON IN THIS CONTRACT , HAVE TO BE REFERRED TO THE GENERAL RULES OF THE ICC
INCOTERMS EDITION 2010 WITH LATEST AMENDMENTS.
12.1 THE PRESENT CONTRACT COMES INTO FORCE ON THE DAY OF ITS SIGNING BY THE PARTIES AND
SHALL REMAIN VALID UNTIL FULL SETTLEMENT IN RESPECT TO THE CONTRACTUAL PAYMENT .
SELLER
13.1 AFTER THE PRESENT CONTRACT SIGNING ALL PREVIOUS NEGOTIATIONS AND CORRESPONDENCE
BETWEEN THE P ARTIES SHALL BECOME NULL AND VOID.
13.2 ANY WRITTEN ALTERATIONS AND APPENDICES TO THIS CONTRACT SHALL BE VALID ONLY IF THEY
ARE SIGNED BY BOTH P ARTIES .
13.3 ALL SIGNED APPENDICES AND ADDITIONS ARE AN INTEGRAL PART OF THE PRESENT CONTRACT.
13.4 EXCEPT FOR THE CASES, EXPRESSLY STIPULATED IN THE PRESENT CONTRACT, NEITHER OF THE
PARTIES SHOULD BEAR RESPONSIBILITY FOR INDIRECT LOSSES, WHICH HAVE ARISEN AS A RESULT OF
PERFORMANCE (NON -PERFORMANCE ) OF THE OBLIGATIONS UNDER THE PRESENT CONTRACT .
13.5 THE ORIGINAL OF THIS CONTRACT EXISTS IN ENGLISH AND RUSSIAN LANGUAGES IN SIX COPIES,
THREE FOR THE BUYER, AND THREE FOR THE SELLER , ALL HAVING EQUAL LEGAL POWER.
13.6 COORDINATION OF TERMS OF THE PRESENT CONTRACT MADE IN WRITING AND VERIFIED BY
SIGNATURES AND SEALS OF THE P ARTIES ' REPRESENTATIVES SHALL BE ACCEPTABLE .
13.7 ANY INFORMATION CONTAINED HEREIN CONSTITUTES A COMMERCIAL SECRET, SHALL BE KEPT
CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY THE P ARTIES .
SELLER'S BANKING DETAILS TO RECEIVE NET PAYMENT OF USD $870/5MT FOR FULL CARGO VIA MT103/TT:
RECEIVING BANK NAME: REPUBLIC BANK GH. LIMITED
FINAL CREDIT TO CS PLUS COMPANY LIMITED
NUMBER: 0322000210027 ($)
ADDRESS: GHANA
SWIFT CODE: HFCAGHAC
BANK OFFICERS NAME: SYLVESTER GHARTEY
BANK OFFICER TEL: +233 243450109, +233 244 340 612/613,
BANK OFFICER’S EMAIL [email protected],
ACCOUNT No 203323859210
SELLER
BANK OFFICER EMAIL [email protected]
BANK TELEPHONE & FAX 231888649417
BUYER SIDE:
BUYERS BANKING DETAIL TO MAKE FULL CARGO AND COMMISSION PAYMENTS OF 870/5 VIA LC 60DAYS AFTER
RECEIVING QNQ REPORT:
CORRESPONDING BANK:
SWIFT CODE
ROUNTING
ACCOUNTS NUMBER
BENEFICIARY BANK
SWIFT CODE
FINAL CREDIT TO
ACCOUNTS NUMBER
ADDRESS:
BANK OFFICER’S NAME
NOTE:
ALL COMMUNICATIONS MUST BE STRICTLY BANK-TO-BANK. AND EITHER OF THE PARTIES CAN CHANGE BANKS WITH
WRITTEN NOTICE TO THE OTHER PARTY. HOWEVER, ALL THE PAYMASTERS/BROKERS MUST BE NOTIFIED
<<ANNEX A>>
SELLER
SELLER REPRESENTED BY;
CS PLUS COMPANY LIMITED: FOR AND ON BEHALF OF THE SELLER.
SIGNED BY DR. KWAME SARPONG FARIED
SELLER
BUYER - PASSPORT
BUYER- CERTIFICATE
SELLER