CIF BLCO BLCO

**Admin** Fri Feb 22, 2013 5:07 pm

SALES AND PURCHASE AGREEMENT
FOR
Bonny Light Crude Oil
(Generic-Bonny Light)

JOINT VENTURE CIF CONTRACT
BETWEEN
NIGERIAN NATIONAL PETROLEUM CORPORATION
SHELL/AGIP- JV OPRS /
Bonny Terminal, Nigeria.

(HEREINAFTER) REFERRED TO AS “THE SELLER”, REPRESENTED BY ENGR. XXXXXXXXXxx ., WHICH EXPRESSION SHALL WHERE THE CONTEXT SO ADMITS INCLUDE ITS HEIRS, SUCCESSORS-IN-TITLE AND ASSIGNEES, ON THE ONE PART

AND
…………………………………………………….
…………………………………………………….

(HEREINAFTER) REFERRED TO AS THE “BUYER”, REPRESENTED BY……………………………………..WHICH EXPRESSION SHALL WHERE THE CONTEXT SO ADMITS INCLUDE ITS HEIRS, SUCCESSORS-IN-TITLE AND ASSIGNEES, ON THE OTHER PART

WHEREAS THE SELLER IS WILLING TO SELL AND TO DELIVER TO THE BUYER A MINIMUM TOTAL QUANTITY OF FORTY EIGHT MILLION (48,000,000) BARRELS OF NIGERIAN . CRUDE OIL OVER TWELVE MONTHS, FOUR MILLION BARRELS PER MONTH TWO MILLION BARRELS PER SHIPMENT. BUYER MAY INCREASE PURCHASE QUANTITIES TO 10 MILLION BARRELS MONTHLY AFTER THREE MONTHS OF PURCHASES HEREUNDER.

THE BUYER WILL PURCHASE AND TAKE DELIVERY OF THE SAID CRUDE OIL, PLUS OR MINUS (+/-) TEN PERCENT (10%) IF THE NOMINATED TANKER (S) HAVE THE CARGO CAPACITY TO LOAD ADDITIONAL QUANTITIES OR MINUS TEN PERCENT (10%) IN THE SELLER’S OPTION.
:

1.0 PRODUCT/PROOF OF PRODUCT
1.1 BONNY LIGHT CRUDE OF INTERNATIONAL STANDARD EXPORT QUALITY OF THE FOLLOWING SPECIFICATION:

1.2 Specific gravity (API) = 35.7
Density at degrees Cg-Cm max = 0.45
Sulphur content WT, PCT, Max = 0.14
Colour = Dark Brown
Salinity PTB @ 10% BSW = 47 Max
Acid Number = 0.49
Reid Vapour = 6.25MAX
Water and sediment content = 0.2%
PCT Max = 1.0
Iron WT, PPM = 1.0
Vanadium WT, PPM = 2.0
Nickel WT, PPM = 4.04

1.3 QUANTITY:
2 FORTY EIGHT MILLION MINIMUM (48,000,000) BARRELS. THE EACH SHIPMENT SHALL BE 4,000,000 -10,000,000 BARRELS

1.4 DESTINATION:
ANY SAFE WORLD PORT. BEFORE COMPLETION OF LOADING

1.5 PRICE BASIS/DELIVERY: THE NOMINAL PRICE PER BARREL, DELIVERY EX-SHIP, CARGO INSURANCE & FREIGHT (CIF) BASIS TO ANY SAFE WORLD PORT (1.4 ABOVE) SHALL BE THREE (3) DAYS AVERAGE (YES) UPON DATED BRENT (DTD) PLATTS OIL GRAM REPORT VALID THE DAY BEFORE DELIVERY DATE, THE DAY OF DELIVERY, AND THE DAY AFTER DELIVERY, LESS A GROSS DISCOUNT OF USD $XX :00 AND A NET OF $X.00 THE PRICE QUOTED WILL REMAIN UNCHANGED DURING THE TERMS OF THIS CONTRACT, WHICH WILL ALSO INCLUDE COMMISSIONS FOR ALL PARTIES INVOLVED IN THE TRANSACTION.(THE PRICE WILL NOT CHANGE UNTILL THIS OFFER EXPIRES ALONGSIDE WITH THE COMMISSIONS)

2.0 DETERMINATION OF QUALITY:
2.1 AS PER INSPECTION CERTIFICATE ISSUED AT THE DISCHARGE PORT BY SAYBOLT OR S.G.S, WHICH SHALL BE FINAL AND BINDING UPON THE SELLER. (AFTER COMPILATION OF LOADING)
3.0 ORIGIN
3.1 THE ORIGIN OF THE PRODUCT IS (NIGERIA NATIONAL PETROLEUM CORPORATION) FEDERAL REPUBLIC OF NIGERIA.

6.0 DELIVERY:
6.1 THE SELLER WILL GIVE TO THE BUYER NOTICE OF THE VESSEL (S) COMPLETION OF LOADING AND SAILING FROM THE PORT. THE SELLER WILL NARROW THE ABOVE PERIOD TO THREE (3) DAYS DEFINITE NOTICE OF CARGO DELIVERY AT BUYER’S NOMINATED DISCHARGE PORT.(AFTER COMPLETION OF CARGO AND THE NARROW ABOVE PERIOD MEANS IS TO LET THE BUYER HAVE THE CARGO FULL INFORMATION ON TIME)

6.4 IN THE EVENT THAT THE BUYER DECLARES HIS OPTION TO DISCHARGE THE CARGO AT ANY OTHER ACCEPTABLE PORT WITHIN THE PERMITTED RANGE, THE BUYER SHALL BEAR THE FREIGHT DIFFERENCE ACCORDING TO THE AFRA LIST FOR SUCH ACTIONS. (ANY SAFE WORLD PORT)

7.0 PRICE: $X/ $X
7.1 THE PRICE FOR THE PRODUCT SHALL BE BASED ON THE DATED BRENT THREE (3) DAYS AVERAGE. IF THIS DATE FALLS ON SATURDAY, SUNDAY OR ANY OF THE PUBLIC HOLIDAYS, THE PRICING PROPOSED SHALL BE BASED ON THE FOLLOWING PUBLISHING DAY. THIS BASE PRODUCT PRICE FORMULAR IS FLOATING AND IS TO BE APPLIED TO EACH CARGO LIFTING. TOTAL DISCOUNT OF $XX.00 DOLLARS, THE DISTRIBUTION OF THE DISCOUNT IS AS FOLLOWS: USD $XX.00 NET TO BUYER AND USD $X.00 TO SELLER’S/BUYER`S AGENT/BROKERS/TERMINAL LOADERS.

8.0 PROCEDURES / PAYMENT INSTRUMENT:
NOMINATIONS, SHIPMENT & PROCEDURES

I. BUYER & SELLER SIGN AND SEAL THIS CONTRACT AND EXCHANGE THE SIGNED COPY BY ELECTRONIC MAIL. THE ELECTRONIC SIGNED COPY BY BOTH PARTIES IS CONSIDERED LEGALLY BINDING AND ENFORCEABLE.

(A) BUYER’S BANK ISSUES CONFIRMED, IRREVOCABLE, UNCONDITIONAL, DIVISIBLE, TRANSFERABLE, SB LC BY SWIFT IN FAVOR OF THE SELLER.
(SOFT COPY OF THE SBLC MUST BE RETURNED WITH SIGNED AND SEALED SPA).

II. SELLER ENSURES THAT THE CARGO BE REGISTERED AND PROGRAMMED IN BUYER’S NAME. SELLER ISSUES FULL LOADING DOCUMENTS FOR BUYER’S VERIFICATION, COST OF REGISTRATION OF CARGO ON BUYER’S NAME IS ON ACKNOWLEDGEMENT OF INSTRUMENT. UPON VERIFICATION, AND CARGO CONFIRMATION:

III. SELLER CONDUCTS INSPECTION AND RELEASE TO BUYER SGS REPORT/CPA OF THE VESSEL
IV. VESSEL SAILS TO PORT OF DISCHARGE.

V. WITHIN 72 HOURS AFTER DISCHARGE OF CRUDE OIL AT BUYER’S PORT OF DESTINATION THE BUYER PAYS FOR THE CRUDE OIL AS PER THE FINAL Q & Q REPORT ISSUED BY INDEPENDENT INSPECTOR AT THE PORT OF DISCHARGE.
PAYMENTS ARE MADE BY SWIFT WIRE TRANSFER DIRECTLY TO THE SELLER’S AUTHORIZED BENEFICIARY NOMINATED BANK ACCOUNTS AND COMMISSION AGENTS AS STIPULATED IN THE MFPA IN THIS CONTRACT WITHIN 48 HOURS AFTER
PRODUCT DELIVERY TO BUYER’S NOMINATED PORT OF DISCHARGE AGAINST PRESENTATION OF STATED SHIPPING DOCUMENTS, Q& Q REPORTS, COMMERCIAL INVOICE ETC (NON-NEGOTIABLE COPIES) AT BUYER’S BANK.
VI. THE SIGNATORIES OF THIS CONTRACT FOR THE BUYER/SELLER, WHO APPEARS ON EACH PAGE, MEANS TO ACCEPT ALL CONTRACT CONTENT FOR QUANTITY, DISCOUNT AND PROCEDURES.
VII. THIS CONTRACT CONSISTS OF 23 PAGES ALL OF THEM SIGNED BOTH BY SELLER AND BUYER, IN ORDER TO GIVE FAITH OF ALL ITS CONTENT AND TO AGREE AS EXPRESSED IN THE CONTRACT.
VIII. THE BUYER GIVES FAITH OF WHICH THE ABOVE-MENTIONED CONTRACT HAS NOT BEEN MODIFIED NOR ALTERED BY THIS PERSON IN ANY PARAGRAPH.

AGENTS’ COMMISSIONS WILL BE PROVIDED SIMULTANEOUSLY IN THE FORM OF PAY ORDERS, WHICH WILL BE IRREVOCABLE, THROUGH THE BANKS FOR THE BENEFIT OF THE FOLLOWING AGENTS AND BROKERS/CONSULTANTS WHO ARE TO BE PAID SIMULTANEOUSLY WITH PAY.

BUYER’S AGENT/BROKERS:……………………USD$X.00
SELLER’S AGENT/BROKERS……………………USD$ZX.00
TERMINAL LOARDERS......................................USD$X.00

9.0 RISKS AND TITLE:
9.1 THE SELLER’S RESPONSIBILITY ENDS WITH THE PASSING OF THE CRUDE OIL FROM THE SHIP’S UNLOADING FLANGE INTO THE BUYER’S DISCHARGE PORT FOR THE DELIVERY OUTSIDE CUSTOMS, AND THEN THE BUYER SHALL ASSUME ALL RISKS OF LOSS, SPILLAGE OR DETERIORATION OF THE COMMODITY IF ANY.

9.2 ALL CUSTOMS DUTIES, FEES OR EXPENSES PAYABLE IN ORDER WITH THE EXPORT OF THE PRODUCT IN THE COUNTRY OF ORIGIN UNDER THE PRESENT CONTRACT SHALL BE FOR THE ACCOUNT OF THE SELLER.

9.3 ALL CUSTOMS DUTIES, FEES OR EXPENSES PAYABLE RELATED TO THE IMPORT OF THE PRODUCT INTO THE BUYER’S COUNTRY SHALL BE FOR THE ACCOUNT OF THE BUYER.
(THE BUYER PAYS FOR THE COST AT HIS DISCHARGE PORT)

10.0 PORT OF DISCHARGE, LAYTIME AND DEMURRAGES:

10.1 NOTICE OF READINESS (NOR) DISPORT AS FOLLOWS: SEVEN (7) DAYS/FIVE (5) DAYS/THREE (3) DAYS/FORTY EIGHT (48) HOURS/TWENTY FOUR (24) HOURS. (IS AN OPTION TO CHOOSE BY THE BUYER)

10.2 LAYTIME IS THIRTY SIX (36) HOURS SHIN PLUS SIX (6) HOURS FROM NOTICE OF READINESS (NOR) OR COMMENCEMENT OF DISCHARGE, WHICHEVER IS EARLIER.

10.3 BUYER TO GUARANTEE DEMURRAGE IF BUYER’S FAULT, AS PER CHARTER PARTY.

11.0 SHIPMENT:
11.1THE SELLER GUARANTEES TO COMMENCE DELIVERY OF THE PRODUCT UNDER THIS CONTRACT WITHIN FIVE WEEKS, BUT THE FIRST SHIPMENT SHALL BE FOUR (4,000,000) MILLION BARRELS OR AS MAY BE COVERED WITH THE FIRST LETTER OF CREDIT. THIS TWO (4,000,000) MILLION BARRELS SHALL BE DELIVERED AS SOON AS THE SHIPPING AGREEMENTS ARE CONCLUDED. SUBSEQUENT SHIPMENTS SHALL BE IN FOUR (4,000,000) MILLION BARRELS PER MONTH DEPENDING ON THE AVAILABILITY OF SUPER TANKERS.

12.0 TANKER NOMINATION:
12.1 THE SELLER SHALL NOTIFY TO THE BUYER, VESSEL (S) NAME, FLAG, CALL SIGNS, AND OTHER COMMUNICATION SYSTEMS ON BOARD, GROSS AND NET TONNAGE CARGO CAPACITY, NUMBER OF TANKS, PUMPING CAPACITY, AND GIVE NOTICE OF EXPECTED ARRIVAL AT PORT OF DESTINATION AS EARLY AS POSSIBLE AND SEVENTY TWO (72), FORTY EIGHT (48) AND TWENTY FOUR (24) HOURS NOTICE OF VESSEL (S) ARRIVAL. LAYTIME SHALL BE THIRTY SIX (36) HOURS SHIN COMMENCING SIX (6) HOURS AFTER NOTICE OF READINESS (NOR) HAS BEEN TENDERED OR COMMENCEMENT OF DISCHARGE WHICHEVER IS EARLIER.

13.0 NOTICE:

13.1 FOR EFFECTIVE AND FLUID COMMUNICATION THAT ALL COMMUNICATION SHALL BE MADE BY MEDIUM OF FACSIMILE, CABLE OR OTHER MEANS OF DATA TRANSMISSION.

13.2 VESSELS: VESSELS WILL GIVE NOTICE UPON COMPLETION OF LOADING, IF APPLICABLE, AND THEN 72/48/24 HOURS PRIOR TO THE ARRIVAL AT THE ANTICIPATED PORT OF DISCHARGE.

14.0 DOCUMENTS:
14.1 THE FOLLOWING DOCUMENTATION SHALL BE PRESENTED BY THE SELLER’S BANK TO THE BUYER’S BANK. (OK)

14.2 ONE ORIGINAL AND THREE (3) NON NEGOTIABLE COPIES OF THE FOLLOWING:
A. CLEAN ON BOARD OCEAN BILL OF LADING. THESE DOCUMENTS MUST BE ISSUED OR ENDORSED TO THE ORDER OF THE BUYER’S BANK AND MARKED “FREIGHT PAID PRIOR TO BREAKING BULK”. THE BILL MUST ALSO EVIDENCE THE SHIPPING DATE, INTENDED DESTINATION, SHIPMENT FROM BONNY TERMINAL NIGERIA AND NAME OF PRODUCT AND MUST BE MANUALLY SIGNED BY THE MASTER OF THE VESSEL.
B. CERTIFICATE OF QUANTITY ISSUED BY INDEPENDENT INSPECTORS AT THE PORT OF LOADING IN ORIGINAL AND THREE (3) SIGNED COPIES.
C. CERTIFICATE OF QUALITY ISSUED BY THE INDEPENDENT INSPECTORS AT THE
PORT OF LOADING IN ORIGINAL AND THREE (3) COPIES.
D. CERTIFICATE OF ORIGIN IN ORIGINAL AND THREE (3) COPIES.
E. CERTIFICATE OF AUTHENTICITY IN ORIGINAL AND THREE (3) COPIES.
F. TANKER ULLAGE REPORT IN ORIGINAL AND THREE (3) COPIES.
G. TANKER TIME REPORT IN ORIGINAL AND THREE (3) COPIES.
H. CARGO MANIFEST IN ORIGINAL AND THREE (3) COPIES.
I. SELLER’S COMMERCIAL INVOICE BASED ON OUT-TURNED BARRELS IN ORIGINAL AND THREE (3) COPIES.
J. MASTER’S RECEIPT OF NON-NEGOTIABLE DOCUMENTS AND SAMPLES.
K. (ALL NECESSARY DOCUMENT WILL BE GIVEN TO BUYER FOR PAYMENT INCLUDE REPORT ISSUED BY THE INDEPENDENT INSPECTOR)

14.3 ORIGINAL ONLY OF THE FOLLOWING: CERTIFICATE BY SELLER OF THE APPROPRIATE PLATT’S CRUDE OIL MARKET WIRES USED TO ESTABLISH THE PRICE OF THE CRUDE OIL AND THE AMOUNT OF THE INVOICE.

14.4 LATEST DAY DOCUMENTS (L.D.D.) PRESENTATION: TEN (10) HOURS/A.M. STANDARD EASTERN TIME THREE (3) WORKING DAYS PRIOR TO THE PAYMENT DATE, OTHERWISE PAYMENT WILL BE EFFECTED THREE (3) WORKING DAYS AFTER THE PRESENTATION OF DOCUMENTS (L.D.D.)(THIS IS INTERNATIONAL STANDARD)

15.0 PAYMENT TERMS:
15.1 THE BUYER’S PAYMENT INSTRUMENT, IRREVOCABLE, TRANSFERABLE, UNCONDITIONAL, DIVISIBLE, CONFIRMED, STANDBY LETTER OF CREDIT FROM A TOP 25 WORLD BANK IN FAVOUR OF THE SELLER, SHALL ENSURE FULL AND COMPLETE PAYMENT AGAINST THE INITIAL SHIPMENT, WHICH SHALL BE NOT LESS THAN TWO (2,000,000) MILLION BARRELS. SUCH QUANTITY SHALL BE SOLD AND PURCHASED FROM THE TWENTYFOUR MILLION BARRELS, WHICH IS THE SUBJECT OF THE CONTRACT PAYMENT TO THE SELLERS NOMINATED BANK ACCOUNT SHALL BE EFFECTED, NO LATER THAN 3 (THREE) BANKING DAYS, ONLY AFTER THE COMPLETION OF DISCHARGE AT THE BUYER’S NOMINATED PORT OF DISCHARGE, UPON THE PRESENTATION OF ALL THE SHIPPING DOCUMENTS AS IN 15.2 ABOVE.

15.2 (ANY ACCEPTED LAW COURT)

16.0 EFFECTIVENESS:
16.1 THIS CONTRACT DULY SIGNED BY THE SELLER AND THE BUYER AND TRANSMITTED BY FACSIMILE OR EMAIL SHALL BE REGARDED AS VALID DOCUMENTS. THIS AGREEMENT SHALL BE BINDING EVEN IF SIGNED IN COUNTERPARTS AND IF COPIES OF THIS AGREEMENT ARE SIGNED AS WELL. SIGNATURES SENT BY FAX OR EMAIL SHALL BE DEEMED AS ORIGINAL AND LEGALLY VALID.

16.2 THE TERMS AND CONDITIONS OF THIS CONTRACT ARE VALID BETWEEN THE SELLER AND BUYER