D2 FOB ports Riga, Ventspils, Klaipeda

buys in February 2013 – January 2014 on the terms FOB (ports Riga, Ventspils, Klaipeda



https://www.dropbox.com/sh/i3bra34uov354fc/H9G_YKQ8gQ


Supply CONTRACT № 2013/25-01
Moscow «25» January 2013

This Contract is concluded between « Interna Group Ltd», hereinafter referred to as the «Seller» represented by President Mr. Ni enko ., acting on the basis of the Charter and «____________», hereinafter referred to as the «Buyer», in the _______ Mr. ___________operating on the basis of the __________ following:

1. SUBJECT MATTER OF THE CONTRACT
1.1. The Seller sells, and the Buyer buys in February 2013 – January 2014 on the terms FOB (ports Riga, Ventspils, Klaipeda – according to Annexes), motor diesel fuel EN590, grade F, type I produced by OJSC NAFTAN refinery, hereinafter referred to as the «Goods» in the total contract quantity of 600.000,00 (Six hundred thousand) metric tons with a tolerance +/-2 % in the Seller’s option free of charges to Buyer by the vessel to be nominated or substituted by Buyer and further accepted by Seller.

1.2. The Goods shall be delivered by agreed lots in total quantity of 50.000 (Fifty thousand) metric tons per month with a tolerance +/-2 % in the Seller’s operational option unless agreed otherwise by the Parties. Loading periods of the Goods under the present Contract shall be determined by Parties in the agreed Schedule per every month. The Seller shall narrow the loading range to a 2-days loading window 10 days before the first day of the agreed ten days loading range.
1.3. The Bill of Lading (Bills of Lading) date is the date of delivery of the Goods on terms port (Riga, Ventspils, Klaipeda – according to Annexes).
1.4. Goods quantity, not delivered for any reasons within the specified period of delivery, shall be delivered later within the period of validity of the Contract as agreed by the Parties.
1.5. Should it be impossible to deliver the Goods for the reasons beyond the Seller’s control or should the terms of payment or terms of the Contract signing be breached by the Buyer, the Seller has the right to decrease the Goods quantity agreed for delivery. The Seller at the same time shall undertake all possible efforts to provide the delivery of the full quantities of the agreed Goods lots. The period of the Goods delivery and the validity period of the Contract can be prolonged till the delivery of the total quantity of the Goods under the Contract is fulfilled in full as agreed by the Parties.

2. TERMS OF DELIVERY, QUANTITY AND QUALITY OF GOODS
2.1. The Goods shall be delivered by agreed lot in the Seller’s option unless agreed otherwise by the Parties; on the basis FOB (ports Riga, Ventspils, Klaipeda – according to Annexes) by one or several lots per calendar month as a full or partial cargo in the Buyer’s option, subject to be loaded on board the vessels nominated (or replaced) by the Buyer and accepted by the Seller.

2.2. The delivery period of the Goods under the present Contract shall be February 2013 – January 2014.
2.3. The deadline for approval of a monthly instalment of the Goods for the forthcoming month shall be the 25th (twenty fifth) day of the current month.
2.4. The quality of the Goods delivered under the present Contract shall be in full conformity with the quality of GOST or TU of refinery. Each lot of the Goods shall correspond to the quality certificate issued by the Producer.
2.5. The Goods are considered delivered by the Seller and accepted by the Buyer:
a) in respect of quantity – as per Bill of Lading quantity in metric tons that shall be final and binding for both parties.
b) in respect of quality as per quality stipulated in the clause 2.4 and defined at loadport by mutually agreed independent inspector, based on shore tank composite sample.
2.6. The expenses for the inspection incurred as per clause 2.5 above are to be borne by the Parties in equal shares.
2.7. The date of the delivery of the Goods under the present Contract shall be the Bill of Lading date.
2.8. If the Parties do not reach an agreement on delivery period prolongation, the Buyer shall accept the Goods volumes actually dispatched hereunder without claiming from the Seller the deliveries of the Goods quantity in full as stipulated in sub-clauses 1.1, 1.2 hereunder.

3. THE PRICE AND COST
3.1. The price for the Goods sold under the present Contract is understood as price on FOB conditions and determined in the Annexes hereof.

4. VESSEL NOMINATION AND TERMS OF GOODS LOADING
4.1. The Buyer duly and as per order established hereunder nominates the vessel and the Seller accepts or declines the vessel for the Goods loading. The acceptance of the nomination could not be unreasonably delayed by the Seller and the nomination can not be declined by the Seller without sufficient grounds.

4.1.1. Unless agreed otherwise the Buyer not later than 5 (five) calendar days prior to the first agreed loading range shall advise the Seller on the name and deadweight of the nominated vessel and the expected time of its arrival to the loading port, as well as inform the Seller on any other vessel data necessary for the Contract to be fulfilled. The Seller is entitled either to decline any vessel nominated by the Buyer or to reject the acceptance of the vessel for loading on some sufficient grounds stating the reasons therefore, by submitting an official notification within 24 (twenty four) hours from the moment of the vessel nomination receipt. Should the vessel be declined the Buyer shall promptly nominate another vessel to be accepted or declined in the same order by the Seller; should the latter be the case the Parties shall negotiate on a mutually acceptable vessel nomination.
Buyer’s nomination shall be consistent with the loading port authority requirements and shall include, among others, the vessel’s name, flag, crew nationality, capacity, length, beam, summer deadweight and draught together with the quantity and quality of the grade(s) of oil products to be loaded. If any of this information is unknown at the time of nomination then such missing information shall be advised no later than three (3) calendar days prior to the first day of the agreed loading date range.
4.1.2. The Buyer may, or if necessary to perform its obligations hereunder must, with Seller’s prior written agreement, substitute any vessel by another vessel which is similar in all material respects to the vessel so replaced. The Buyer may also, with Seller’s prior written agreement and by giving to the Seller a reasonable notice, amend in other respects any vessel nomination or series of vessel nominations. If such amendment is rejected by Seller, the Parties shall negotiate a mutually acceptable alternative vessel nomination. The Buyer shall not, unless otherwise agreed, be relieved of its responsibility to perform the agreed loading.

4.1.3. The Buyer hereby warrants and undertakes:
- to comply with the latest vessel size restrictions, including but not limited to, deadweight, draught, beam and overall length limitations of the loading port and will not nominate a vessel exceeding such limitations;
- to comply with, and shall cause the vessel to comply with, all applicable regulations in force at the loading port, including, but not limited to, those relating to fires on board vessels; and
- to procure that each vessel nominated hereunder shall, at the time of loading:
a) comply with all applicable rules, regulations and directions of governmental, local and port authorities (and of the loading terminal) and shall conform in all respects to all relevant international regulations and agreements;
b) have hull, machinery, boilers, tanks, equipment and facilities which are in good order and condition, in every way fit for the service required and fit to load and carry the cargo specified;
c) have a full and efficient complement of master, officers and crew; and
d) be owned or demise chartered by a member of the International Tanker Owners Pollution Federation Limited (ITOPF).
If Buyer’s vessel does not meet any of the above mentioned requirements the Seller or Seller’s suppliers may refuse to berth or load or continue to load the vessel with the scheduled loading.
4.2. The Buyer not later than 2 (two) working days before the vessel approaches the destination port is to provide the Seller with following information:
- laycan, that could not be longer than 2 days;

- vessel deadweight capacity
- the volume of the Goods to be loaded (only one volume is to be provided)
- the distance between the loading manifold and the water surface at the time the vessel arrives for loading
- vessel draught at full load, length and width of vessel, description of freight of 3 foregoing trips.
- laytime as per «Charter Party»;

- ship agent of the vessel for the voyage;
- loading conditions: full cargo/part cargo/fraction cargo, segregation conditions
- all other necessary information for the Seller in respect of nominated vessel;
- no changes or amendments will be accepted less than one working day before vessel`s loading.
If, while the Vessel nominated by the Buyer is approaching, entering or departing from the loading Terminal, or is present in the Loading Terminal, the length, draught or other dimensions of such Vessel shall exceed the length, draught or other dimensions so ascertained for the Loading Terminal in question for whatever reason, the Seller shall not be liable for any loss or damage caused as a result thereof and the Seller shall not be obliged to commence or continue loading.
4.3. Except for unfavourable weather the Buyer is responsible for the vessel departure from the berth within 4 (four) hours after the loading is accomplished (the countdown starts after the loading time given in TIME SHEET/STATEMENTS OF FACTS to be signed by authorized representative of the vessel, agent and terminal shift foreman) or earlier, if Seller requires, due to objective cause provided the ship master obtained the set of transport documents.

4.4. Should the payment conditions and (or) due date stipulated in the present Contract or the time of additional agreement signing be violated the tanker nominating period is postponed in proportion to the time transfer of the final performance of obligations by the Buyer.

4.5. Should Buyer may need to change the time of vessel approach and/or port/terminal/berth in lieu of agreed, this is to be agreed by Parties, all the incurred costs hereto (including but with no limitation for shipment and transhipment) are to be at Buyers’ expense.

4.6. All duties, fees, taxes, quay dues and other charges, whether similar to the foregoing or not and without limitation, due in respect of the Vessel as well as pilotage, mooring and towage expenses incurred at the Loading Terminal shall be borne by the Buyer.

5. LAYTIME AND DEMMURAGE
5.1. Laytime starts in six (6) hours after the master of the ship submits a notice on readiness for loading (N.O.R.) received by the Seller or the third party appointed by the Seller (N.O.R. can only be submitted after the vessel’s arrival to a usual berth or waiting place of the nominated port) or from the time of berthing whichever occurs first. The Buyer shall ensure that by no later than 24.00 (local time) on the last day of the Loading range:


1) the Vessel nominated by the Buyer hereunder shall arrive at port, complete all formalities and is all fast alongside berth; and
2) Valid NOR has been tendered.
5.1.1. If the vessel arrives before the first day of the agreed 2 days loading range, laytime shall not commence until 06.00 a.m. on the first day of the agreed loading date range or the time loading commences whichever is the earlier; or

5.1.2. If the vessel arrives after the last day of the agreed 2 days loading range, laytime shall commence at the time loading commences.
If the rules and procedures of the port stipulate observance of special requirements for vessel entering the port, piloting or similar actions, the laytime starts from berthing.
If the vessel is loaded with several lots, apart from the Seller’s lot the laytime for the Buyer starts/stops with the beginning/completing of loading the Goods from the Seller.
5.2. The time to process the tanker loaded under the present Contract with the Goods volume up to 20.000 metric tons is restricted with 36 (thirty six) hours proportional to the cargo parts in excess of 20.000 metric tons, (in favourable weather conditions, Sundays and days off inclusive provided that the loading on the above mentioned days is not statute-banned or prohibited by norms and regulations at the loading port); for the purpose of all reports a full cargo shall be considered a total amount loaded on board the vessel as per Bill of lading.
Should the loading be suspended due to unfavourable weather the suspended time is not included to laytime.

5.3. If the whole vessel is loaded with goods, purchased from the Seller, laytime shall cease on disconnection of cargo hoses on completion of loading. In case of multiple or part cargo loading laytime shall cease on the completion of loading of the Seller`s parcel.

5.4. The demurrage of the vessel shall be paid by the party responsible for appearance thereof on a basis of rates of charter-party of the vessel to be shipping the Goods. Should the demurrage rate be not set in charter-party, the demurrage shall be calculated on a basis of London Tanker Brokers’ Panel (LTBP), that should correspond to vessel shipping the Goods hereunder. The appraisal cost of LTBP is to be paid by the Buyer.
5.5. Time shall not count against laytime, or if the vessel is on demurrage, for demurrage when spent or lost:
- on an inward passage moving from her waiting place to the loading place of the port nominated by Seller; or
- whilst the vessel is handling or preparing to handle ballast or bunkers, unless this is carried out concurrent with loading or other normal cargo operations such that no loss of time is involved, or is carried out to comply with shore restrictions; or

- by any delay due to fault, failure or inefficiency of the vessel; or
- awaiting tide, tug boats, pilot, daylight or moderation of weather prior to berthing, ice, immigration, customs or practique, unless any or all of these delays are occasioned by shifting berth for Seller’s account; or


- as a result of strike, lockout, stoppage or restraint of labour.
- time lost inspecting the vessel, surveyor and cargo calculations or as a result of vessel's preparing to loading or for its failure to load the Goods with prompt loading rate and efficiency including delays arising from any breakdown or incapacity of vessel's facilities;
- prohibition of night time loading or berthing due to Buyer’s or vessel owner’s instructions or port and terminal regulations.
5.8. If the laytime allowance as provided hereunder is exceeded the Seller shall, except as hereinafter provided in this Clause, pay to the Buyer demurrage for all such excess time at the full rate specified in Clause 5.4 hereunder.
If however all or part of such demurrage is incurred due to force majeure circumstances, the rate of demurrage shall be reduced to one half of the established demurrage rate.
5.9. A demurrage claim will only be considered by Seller provided that a fully documented claim submitted together with the following documentation:

a) Buyer’s invoice for demurrage;
b) Buyer’s detailed calculation of the amount claimed;
c) Copy of statements of facts/time sheet;
d) Copy of C/P or freight agreement
is received (or if all documents are not available to Buyer notice of formal claim is advised by Buyer with an estimate of the amount if requested) within 60 (sixty) days from the date on which notice of readiness to load (N.O.R.) is given.
5.10. If the vessel concerned loads oil products purchased by Buyer from Seller as well as other oil products at the same loading port, the Seller’s liability to the Buyer for demurrage under the foregoing provisions shall be limited by the demurrage, actually caused by the Seller.

5.11. Payment of agreed costs arising in connection with Clause 16.1 and of due demurrage shall be made on Buyer’s demand and shall be paid in EURO to Buyer’s account with a bank nominated by the buyer or in such other manner as may be agreed between Seller and Buyer.
5.12. Any claim to the Seller in connection with damage caused to the terminal equipment at the loading port due to the vessel’s fault as nominated by the Buyer shall be for the Buyer’s account.

6. RISK AND PROPERTY
6.1. The risk and property in the Goods supplied under the terms of the Contract shall pass to Buyer at the loading port as the Goods pass the loading vessel’s permanent hose connection for FOB delivery. Any loss of or damage to the Goods during loading, if caused by the vessel or her officers or crew, shall be for the account of Buyer. And on the date on ITT Act issuance for ITT delivery.

7. TERMS OF PAYMENT
7.1. The payment of the preliminary cost of the agreed Goods lot shall be effected to the Seller’s bank account by a telegraphic transfer within 2 (two) banking days from the date of the invoicing, and receipt of the confirmation of resource (with the date of the tanker nomination in a certain port) issued by the oil concern or refinery to the Seller and the contract signed by both Parties.
7.2. Should final cost of the shipped Goods be less or more than the sum of the payment, received by the Seller the Parties shall effect final settlement by bank remittance within 2 banking days from the date of invoicing with specifying the final price and the cost of Goods – provided the Reconciliation report signed by Parties is available. Reconciliation report to be provided by the Seller not later than 5 (five) working days after last pricing date, or the last date of delivery, whichever occurs later.
7.3. All the penalties hereunder are to be paid by the Party in fault to the other Party within 10 (ten) banking days from the receipt of the claim (invoice).
7.4. The currency of payment is EURO.
7.5. All the bank fees, connected with execution of the present Contract, in the territory of the Seller are to be borne by the Seller, and by the Buyer outside the territory of the Seller.
7.6. The date of payment is the date of money receipt to the settlement account of the Seller or Buyer.
7.7. The payment amount is the amount received to the account of the Seller or the Buyer.
7.8. Final settlement for each cargo shall be made against presentation of the following documents:

- full set (3/3) of clean original Bills of Lading made out or endorsed to the order of Buyer or ITT Act;
- commercial invoice (fax or PDF acceptable) complying with the requirements of Clause 5 and 7; and
- Certificate of quality,
- Certificate of quantity,
- Certificate of origin Form A.
Buyer is obliged to pay under the present Contract observing Seller’s banking instructions as stipulated in the Sellers invoice and this contract.

Currency of payment: EURO.
7.9. It is a condition of the Contract that Buyer comply with their obligations under this Clause 7. Any failure either in whole or in part by Buyer to comply with any such obligations shall be a breach of condition. On the occurrence of such a breach and for as long as such breach is continuing Seller may at any time by notice to Buyer forthwith:

- terminate the Contract; and/or
- without prejudice to the right to terminate, suspend all or any supplies of petroleum products.
The Parties shall be liable for all losses suffered by any party as a result of other party’s breach. Termination hereunder shall be without prejudice to any right of action or claim accrued on or before the date of termination.

8. SUPPLY AND TEST METHOD
8.1. Method and Rate of Supply
The Goods shall be supplied by Seller to Buyer, free of expense, in bulk free on board vessel provided or procured by Buyer at a loading port(s) as agreed.

8.2. Measurement Sampling and Testing
An independent inspection shall be carried out at the loading port by an independent inspector who is mutually acceptable to both Buyer and Seller. Seller and Buyer shall jointly appoint an independent inspector and all inspection charges shall be shared equally by both parties and the inspector's report shall be made available to both parties.
The quantity of the Goods in each cargo shall be determined by measurement, sampling and testing in the manner customary at the loading port ex shore tanks. The quality to be based on samples drawn ex shore tanks.
The certificates of quantity and quality issued by the independent inspector with respect to the cargo loaded shall, except in cases of manifest error or fraud, be conclusive and binding on both parties for invoicing purposes but without prejudice to the rights of either party to file a claim for quantity and/or quality.

8.3. A sufficient quantity of the relevant representative samples shall be correctly taken at each loading port and kept in accordance with internationally recognized methodology and practice.

9. TAXES, DUTIES AND IMPOSTS
9.1. Clauses 9.2 and 9.3 shall apply only where the loading port is in the European Union (EU). Clauses 9.4, 9.5 shall apply regardless of the country in which the loading port is located.
9.2 Where VAT or a similar tax (VAT) becomes payable to Seller under the tax rules applicable at the loading port or discharge port, Seller shall issue an invoice, complying with the requirements of those tax rules, setting out the amount of VAT payable. Payment of such VAT shall be made by Buyer to Seller in addition to the contract price in the same manner and at the same time as payment of the said contract price.
A sale of product may be zero-rated for VAT provided that:
- if both the loading port and discharge port are within the EU, and zero-rating is possible under EU and/or national legislation, Buyer provide Seller on a timely basis with all the documents and information required to apply such zero-rating; or
- if the destination of the petroleum products is outside the EU, Buyer provide Seller within thirty (30) days of completion of loading of the petroleum products evidence satisfactory to the EU State of loading of receipt of the petroleum products by Buyer, or some other party acting on Buyer’s behalf, at a destination outside the EU.

If Buyer fails to comply with the above mentioned requirements within the allotted time frame or in the event of any fraud or misappropriation in respect of the petroleum products and/or the documents/information, Seller shall be entitled to issue a further invoice to Buyer for the amount of any VAT payable on the petroleum products (inclusive of excise duty or other tax if appropriate) together with interest, costs and penalties payable to the relevant tax authority at the rate/amount stipulated under the applicable VAT rules.
9.3. Excise duty or a similar tax («excise duty») will be payable in respect of the petroleum products on its leaving the tax warehouse at the loading port unless Buyer provides Seller on a timely basis with such documents and information as are required by the EU State concerned to facilitate an exemption or suspension of such duty.

If Buyer does not provide Seller with the above mentioned documents and information within the time limits laid down by the relevant EU and/or national legislation, or in the event of any fraud or misappropriation in respect of the petroleum products and/or the documents/information, Buyer shall indemnify and hold harmless Seller against all liabilities in respect of excise duty incurred by Seller and/or reimbursements of amounts equivalent to such duty made by Seller directly or indirectly to their suppliers or the owner of the tax warehouse from which the petroleum products were dispatched, including any interest, penalties and costs in respect thereof.
In addition, notwithstanding compliance with the above, Buyer shall remain directly liable for any excise duty or Mineral Oil Tax claimed by any relevant EU state in respect of discrepancies between the loaded and discharged quantities.

9.4. All taxes, duties and imposts levied in the country in which the port of loading is situated on or by reference to or payable in respect of the petroleum products or the vessel, whether retrospective or not, other than those covered under Clauses 9.2 and 9.3 above and those defined by worldscale as being for owners’ account shall be for the account of Seller.
9.5. If, pursuant to this Clause 9, an amount becomes payable in a currency other than the invoicing currency for the Goods, the invoice may be rendered in either local currency of the country in which the VAT, excise duty or other tax is payable or, at Seller’s option, in the invoicing currency for the petroleum products, converted at the appropriate exchange rate prevailing at the date of the tax point under the relevant tax rules.
Should the Buyer breach the terms and (or) conditions of payment stipulated in clause 6 of the present Contract, the Buyer shall pay to the Seller the fine in the amount of 0,2% of the cost of the outstanding Goods amount per each calendar day of the payment delay.
Should the Buyer breach the payment obligations for the period longer than 5 days, the Seller has the right to unilaterally reject the obligations hereunder for the supply of Goods with written notice to the Buyer.

10. EXCEPTIONS
10.1. Neither Seller nor Buyer shall be responsible for any failure to fulfill their respective obligations under the Contract (other than the payment of money, provision of security or their obligations under Clause 10) if fulfillment has been delayed, hindered, interfered with, curtailed or prevented,
10.1.1. by any circumstance whatsoever which is not within the control of Seller or Seller’s suppliers or of Buyer as the case may be; or
10.1.2. by any curtailment, failure or cessation of supplies of the Goods from any of Seller’s or Seller’s suppliers’ sources of supply (whether in fact sources of supply for the purposes of the agreement or not); or
10.1.3. by any compliance with any law, regulation or ordinance, or with any order, demand or request of any international, national, port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them; or

10.1.4. by any strike, lockout or labour dispute (whether or not Seller, Seller’s suppliers or Buyer as the case may be are party thereto or would be able to influence or procure the settlement thereof).
10.2. If by reason of any of the causes referred to in Clause 10.1 either the availability from any of Seller’s sources of supply of Goods, whether deliverable under the agreement or not, or the normal means of transport of such the Goods is delayed, hindered, interfered with, curtailed or prevented, then Seller shall be at liberty to withhold, reduce or suspend supplies hereunder to such extent as Seller in their absolute discretion may think fit, and Seller shall not be bound to purchase or otherwise make good shortages resulting from any such cause.

10.3. The performance of any obligation, whether arising out of any contract, arrangement or otherwise, by which any authority, agency, body or person is entitled to require and does require any motor diesel fuel by way of royalty in kind shall be deemed to constitute a compliance with an order or request as provided in Clause 10.1.3.

10.4. No curtailment or suspension of deliveries, or acceptance of deliveries, pursuant hereto shall operate to extend the term of the Contract or to terminate the Contract. Shipments of Goods or any portion thereof, the delivery or acceptance of which has been prevented by any of the causes referred to in Clause 10.1., shall be deducted from the amount required to be delivered and received hereunder unless otherwise agreed. Performance under the Contract shall resume to the extent made possible by the end or amelioration of the cause(s) referred to in Clause 10.1.

11. APPLICABLE LAW AND ARBITRATION
11.1. The laws of England shall govern this Contract and shall be used for resolving all claims or disputes arising out of or in connection with the Contract (whether based in contract, in tort or on any other legal doctrine). Any such claim or dispute not settled by negotiation shall be settled by arbitration in London by London Court of International Arbitration under the Rules of the LCIA. The arbitration shall be conducted in English, the seat of the arbitration shall be England and the arbitration award shall be final without appeal to the courts.

11.2. The UN Convention on Contracts for the International Sale of Goods (1980) shall not apply.
11.3. Nothing in this Contract shall be considered or construed as conferring any right or benefit on a person or a party to this agreement and the parties do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this agreement.

12. APPOINTMENT OF EXPERTS
12.1. Where pursuant to any provision in the Contract a matter is required to be determined by an expert, the expert shall be a person fitted by the possession of expert knowledge for the determination of the matter in question. The expert shall be appointed by agreement between Seller and Buyer, or, in default of such agreement, by the President for the time being of the Institute of Petroleum in London.
12.2. Seller and Buyer shall furnish the expert with all written or oral information which he may reasonably require for his determination.

12.3. The cost of the services of the expert, if appointed, shall be shared equally between Seller and Buyer.

13. ADDITIONAL CONDITIONS AND TERMINATION
13.1. If either party should go into liquidation (other than voluntary liquidation for the purpose of corporate reconstruction), or if a receiver or sequestrator of the undertaking and assets (or any part thereof) of either party should be appointed, or if either party should become bankrupt or insolvent, should enter into a deed of arrangement or a composition for the benefit of its creditors, or should do or suffer any equivalent act or thing under any applicable law, the other party may, by written notice, forthwith terminate the agreement without prejudice to any right of action or claim accrued at the date of termination.

13.2. The Seller and the Buyer are relieved from any responsibility for the partial or complete default of their obligations under the Сontract, if the circumstances for the default are the consequence of force-majeure circumstances beyond the Seller’s and the Buyer’s control arising after the Сontract is concluded and if the a. m. circumstances directly affect the full or partial fulfillment of the Сontract including but not limited to: war, military actions, blockade, strikes, earthquake, flood, fire and other natural calamities, actions of the government and concern Belneftekhim in case they directly or indirectly affect the activity of the Seller and the Buyer, as well as unplanned shutdown and servicing of OJSC NAFTAN OR facilities.


13.3. Should the force majeure circumstances prevent one of the Parties from performing its obligations under the Contract for a period exceeding 20 (twenty) days either Party is entitled to refuse the further performance of the present Contract after submitting to the other Party a written official notification thereupon.

13.4. Should the Parties reciprocally admit that for the reasons caused by the force majeure circumstances it is actually impossible or unsafe to further execute the present Contract, they shall immediately agree and make a corresponding decision on the further performance thereof. In such a case the decision on the contract termination shall be drawn by the Parties in writing.

14. LIABILITIES OF THE PARTIES
14.1 In case of infringement of agreed periods of tanker placing for loading, the buyer compensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in the tanks of the terminal and in tanks of park of Ministry of Railways, charges of the Seller for using an infrastructure of the railways, other connected with this charges.
14.2. Should the Seller breach the terms of delivery stipulated in the present Contract, demurrage and other losses relating to demurrage of the vessel in port are for the Seller’s account .
14.3 The Buyer shall exercise reasonable efforts to ensure that:
- for vessels carrying persistent oil products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and
- the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs.
- the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code).
14.4 The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).
14.5. The Buyer shall be obliged to reimburse the Seller for any and all costs, damages or expenses incurred by Seller as a result of Buyer’s failure to load the contractual quantity due to any of the above reasons and for all payments made by Seller in connection with oil products deliveries in incomplete contract volume or due to Buyer’s vessel being withdrawn by Buyer, arriving at the loading port after the last day of the agreed loading date range or being rejected by the load port authorities or by the Seller.

14.6. The Seller and the Buyer are relieved from any responsibility for the partial or complete default of their obligations under the Сontract, if the circumstances for the default are the consequence of force-majeure circumstances beyond the Seller’s and the Buyer’s control arising after the Сontract is concluded and if the a. m. circumstances directly affect the full or partial fulfillment of the Сontract including but not limited to: war, military actions, blockade, strikes, earthquake, flood, fire and other natural calamities, actions of the government and concern Belneftekhim in case they directly or indirectly affect the activity of the Seller and the Buyer, as well as unplanned shutdown and servicing of OJSC Naftan OR/Naftan facilities.

15. ASSIGNMENT
15.1. Either party shall, having obtained the prior written consent of the other party, have the right at any time to assign to another company all or part of the rights and obligations to sell and deliver or buy and receive the Goods in accordance with the terms of the Contract. The assigning party shall remain responsible for the fulfilment of the terms and conditions of the Contract in accordance with paragraph (2) of this Clause 15.
15.2. Any such assignment shall be effected by notice in writing from the assignor countersigned by the assignee to signify its acceptance of the obligations under the agreement. Upon the making of any such assignment, the assignor shall remain bound to perform or procure performance of the said obligations (as so accepted) by the assignee.

16. OTHER CONDITIONS
16.1. The validity period of the present Contract shall be from the date of signing till 31th December, 2013, and regarding the mutual settlements and claims – till a complete fulfilment of the obligations by both Parties to the present Contract.
16.2. All Additions are valid and form an integral part of the present Contract only if they are made in writing form and signed by both Parties.

16.3. After singing of the Contract all previous negotiations and correspondence between the Parties shall be considered null and void.
16.4. The present Contract and Additions thereto, and also invoices may be signed by the Parties by using of facsimile or e-mail communication, in this case such documents will have the same legal force with the originals. The following exchange of the document’s originals is indispensable.
16.5. The present Contract has been signed in two copies, one for each Party, in Russian and English.

17. ЮРИДИЧЕСКИЕ АДРЕСА СТОРОН

ПРОДАВЕЦ/SELLER:
«InterXXXXXXXXXX Ltd»
Office in Hong Kong, room 305, Bonham trade centre, №50 bonham strand, sheung wan, Hong Kong
BANK:BNP PARIBAS (SUISSE) SA,
Geneva, Switzerland
ACCOUNT NR:88
IBAN : CH91 0868 6001 08
SWIFT:BPPBCHGG
CORRESP.:BNP PARIBAS, Paris, France
SWIFT:BNPAFRPP




ПРОДАВЕЦ/SELLER:



________________________
Николаенко Егор