Offer BLCO 2 mil BBLS or 1 mil BBLS

Offer BLCO FOB 2 mil BBLS or 1 mil BBLS

Buyer’s Code:
Buyer’s Bank:


FREIGHT ON BOARD
CRUDE OIL CONTRACT

CRUDE OIL SALE


EDITION OF FEBRUARY 2013



CONTENT


Article I. DEFINITIONS: 2
Article II. RECITAL: 2
Article III. QUALITY AND GRADE: 2
Article IV. PRODUCT AND ORIGIN 2
Article V. QUANTITY 2
Article VI. PRODUCT QUALITY/SPECIFIACTION 2
Article VII. DURATION/TIME PERIODS 2
Article VIII. DELIVERY 2
Article IX. QUALITY AND QUANTITY INSPECTION 2
Article X. PRICING 2
Article XI. MODE OF PAYMENT 2
Article XII. DEFICIENCY 2
Article XIII. CONTRACTUAL PROCEDURES TTO 2
Article XIV. INDEMNITY CLAUSE 2
Article XV. DELIVERY 2
Article XVI. SEVERABILITY CLAUSE: 2
Article XVII. FORCE MAJEURE 2
Article XVIII. ASSIGNMENT 2
Article XIX. APPLICABLE LAW, LITIGATION, AND ARBITRATION 2
Article XX. GENERAL PROVISIONS 2
Article XXI. NOTICES 2
Article XXII. PENALTY 2
Article XXIII. INSURANCE: 2
Article XXIV. NON-CIRCUMVENTION AND NON-DISCLOSURE: 2
Article XXV. COMMUNICATION: 2
Article XXVI. TERMINATION: 2
Article XXVII. REFERENCE: 2

SALES AND PURCHASE AGREEMENT
NIGERIA LIGHT CRUDE OIL
This Agreement is made today

07/02/2013

BETWEEN

XXXXXXXXXXXXXXXXXXXXXx
XXXXXXXXXXXX
XXXXXXXXXXXXXX
XXXXXX
(Hereinafter referred to as the seller)

AND

(Hereinafter referred as the Buyer)


DEFINITIONS:

a. Barrel: A volume of forty-two (42) US gallons corrected for temperature to sixty (60) degrees Fahrenheit..
b. Bill of Lading: Is the official document, issued at the loading port after completion of the loading and Trans-Loading operations, stating the ships loading quantity expressed in US barrels (bbl). The ship’s master signs this document in the original.
c. Cargo: Any particular Quantity of the oil loaded into vessel as set out in this agreement includes Partial Cargo
d. Completion of Discharge: Shall, in respect of a cargo, mean the final disconnection of vessel’s discharge hose(s) following the discharge thereof.
e. Day: Calendar day
f. Dollars: Dollars of the United States of America.
g. Grade: Any grade of the oil specified in the agreement.
h. ETA: Estimated Time of Arrival
i. TTO: Tanker-Take-Over at the named port of shipment, strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.
j. Lay time: Shall have the meaning as that given to it in paragraph 13 of this agreement.
k. Loading Dates: The dates mutually accepted by both the Seller and the Buyer as the date on which the nominated International Surveyor Company has ascertained the Quality and Quantity of the product pumped into the buyer‘s designated vessel.
l. Loading Port: Shall, in respect of a cargo, mean the port(s) nominated by Seller for loading of such cargo in accordance with the agreement.
m. Metric Ton: Unit of weight equal to one thousand (1000) Kilograms, and 7.57 Barrels shall be equal to one (1) metric Ton, measured at 60 degrees Fahrenheit.


n. Month: A calendar month.
o. NNPC: Nigerian National Petroleum Corporation.
p. Oil: Crude oil specified in this agreement.
q. Out turn: Is the quantity and quality of product ascertained, according to the ASTM procedures, on completion of the discharge operations. The so determined outturn quality and quantity is the base on which the amount will be computed for the payment of the product effectively delivered to the Buyer.
r. Party: Either Seller or Buyer.
s. Parties: Seller and Buyer jointly.
t. Platt’s: Platt’s McGraw Hill, London is the organization internationally recognized and accepted who publish official market prices of petroleum products on a daily basis.
u. Quarter: A period of the three (3) consecutive months commencing on First (1st) January, or first (1st) April or first (1st) July or first (1st) October, etc.
v. SPA: Sales and Purchase Agreement
w. Vessel: The ship whether owned or chartered or otherwise obtained by Buyer and employed by Buyer to receive the oil at the loading port.
x. Year: A calendar year commencing on first (1st) January.
ARTICLE I. RECITAL:
WHEREAS, the seller, with full legal and corporate responsibility agrees to sell to the buyer, the herein specified product and the quantity indicated. The Buyer on the other hand also with full legal and corporate responsibility agrees and is irrevocably committed to purchase the said product in the amount and quality herein stipulated.

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.

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.

WHEREAS, the Seller has sold and the Buyer has bought Nigerian Bonny Light Crude Oil (hereinafter referred to as “Crude Oil”) with delivery Term of TTO at port of Loading.
ARTICLE II. QUALITY AND GRADE:
The quality of this product shall be regular NNPC standard and export grades of BONNY LIGHT CRUDE OIL.
NNPC TECHNICAL SPECIFICATIONS:
SPECIFIC GRAVITY: 0.8398
API AT 60 DEG. F: 37.00 +/- 5% (ASTM D-1298)
WATER CONTENT BY DISTILLATION: 0.2% (ASTM D-4006)
POUR POINT DEGREES F: BELOW 40 (ASTM D-97)
SULFUR WEIGHT %: 0.14 (ASTM D-139)
SALT CONTENT PARTS PER BILLION: 3.0 (ASTM D-526)
REID VAPOR PRESSURE (P.S.I.G.): 6.52 (ASTM D-529)
KINEMATIC VISCOSITY @ 30 DEG. C: 2.2 (ASTM D-523)
DISTILLATION INITIAL BOILING POINT (IBP): 35 DEG. C (ASTM D-86)
DISTILL TO 75 DEG. C VOL.%: 7.0
DISTILL TO 175 DEG. C VOL.%: 35.5
DISTILL TO 250 DEG. C VOL.%: 51.5
DISTILL TO 300 DEG. C VOL%: 60.5
COLOUR - Dark Brown

All Parties agree to a tolerance level of plus or minus -5% to -10%, with respect to the Quality Inspection, unless otherwise stipulated.


An independent inspection company such as SGS, SAYBOLT or Robinson’s shall conduct the verification as to quantity and quality.
ARTICLE III. PRODUCT AND ORIGIN
The product to be supplied under this agreement shall be Bonny Light Crude Oil (BLCO). The country of origin of the product is Nigeria
ARTICLE IV. QUANTITY
1. The quantity to be delivered shall be 2,000,000 barrels. Both parties may consider additional deliveries after successfully completing this first shipment.
2. Both parties accept a tolerance/variation in quantity of +/- 10% on each delivery.
ARTICLE V. PRODUCT QUALITY/SPECIFIACTION
1. The quality of the product to be supplied under this agreement shall be standard NNPC export specification for Bonny Light.
ARTICLE VI. DURATION/TIME PERIODS
There will be one initial delivery of 2,000,000 barrels with possible rolls and extensions.

ARTICLE VII. DELIVERY
TTO - The delivery will take place within Nigerian waters, or other points designated by the seller. The definite delivery point will be clearly communicated with the buyer and buyer’s logistic team in advance of the supercargo and inspection team boarding the vessel.

ARTICLE VIII. QUALITY AND QUANTITY INSPECTION
Quality and Quantity shall be determined by an independent inspection company such as Robinson International, SGS, Overseas Marine, Baltic or Saybolt, approved by the Buyer (the Inspection Company). Quantity shall be determined by the Inspection Company’s CONFIRMED barrels on board the vessel after adjustment by the Inspection Company for temperature corrections to 60 degree Fahrenheit, utilizing applicable volume correction tables by the Inspection Company, acceptable to both Buyer and Seller.

The inspection of the quality and quantity by the Inspection Company shall be arranged and approved by Buyer. Normal industry practices will be utilized as to de-escalation of price when applicable.

The quantity and quality is to be ascertained by the Inspection Company. The Inspection Company certificate of quality and quantity shall be conclusive as to quantity and quality of the Petroleum Product delivered to the Buyer and the payment by the Buyer shall be made according to such certificate.
ARTICLE IX. PRICING
Selling Price (Brent DTD Bonny Light), 3 days average of the date of the Invoice, the day before and the day after the vessel loaded with crude has been handed over to the buyer on (TTO basis) and full set of bill of laden other supporting documents.
DISCOUNT:
Gross: USD$12
Buyer Net: USD$7
COMMISSION:
US$4.00 per net OUT-TURNS Barrels to be paid by the BUYER, distributed as follows:
A. US$2 per net out-turn barrels to be paid to Seller’s Side
B. US$2 per net out-turn barrels to be paid to Buyer’s Side
C. US$1 per net out-turn barrels to be paid to Atty/consultants
ARTICLE X. MODE OF PAYMENT
1. Payment shall be made by SWIFT wire transfer for the total value of the shipment and issued by a first class bank in USA/EUROPE. The DLC shall be presented at the counter of the Buyer’s Bank, received and authenticated in accordance with the requirements of the operative, confirmed DLC against the following documents:
* Bill of lading with copies
* Commercial Invoices
* Certificate of Origin
* Certificate of quality and quantity.
* Tanker Time Sheet
* Certificate of ownership

2. Payment by the buyer’s bank shall be completed by KTT SWIFT transfer from the buyer’s bank to the seller’s bank within 24 hours, after effectively Transfer of Loaded vessel to Buyer and presentation and verification of the documents stated in article 8.1 above.
3. All commission due to the intermediaries/brokers and agents shall be transferred by the buyer’s bank at the same time and by the method stated above.
4. The buyer and the seller each shall be responsible for the bank charges relating to its side of the banking transactions.
ARTICLE XI. DEFICIENCY
If the amount paid each time, under the confirmed DLC via SWIFT transfer is less than the total value shown on seller’s commercial invoice presented to the buyer’s bank, the buyer shall pay the seller immediately on demand; any such amount that is outstanding by SWIFT wire transfer.

ARTICLE XII.
CONTRACTUAL PROCEDURES FOB

1. Buyer and seller sign the Sales/ Purchase Contract Agreement with
Banking coordinates and deposit signed SPA at their respective banks.
NOTE: The electronic signed SPA is legally binding to all parties involved.

2. Buyers nominates vessel and send the following documents to seller: Vessels CPA, Payment receipt of the pre-charter/charter & ATL (Authority to Load) of the vessel.

3. Seller’s confirms the nominated vessel documents and gives tentative loading date and time upon satisfactory confirmation.

4. Buyer’s bank swifts an MT760 of the full value of the product to be loaded in favour of the seller to Sellers bank upon verification of the nominated vessel documents by seller [Seller’s MT760 bank acceptable verbiage is at the last page of this document as ‘Annex A’] while seller issue terminal NOR to load the buyer’s chartered vessel into the terminal and load.

5. Buyers inspector conducts Q&Q on the loaded vessel.

6. Seller’s bank sends all the valid loaded vessel documents to Buyer’s bank within 3 working days of confirming the MT760.

7. Full payment via swift transfer made into the various accounts in the SPA and Vessel cleared and sails to destination afterwards.
All commissions due to the facilitators and brokers shall be paid at the same time and by the same method as for the invoice paid to the Seller.

The Seller and the Buyer each shall be responsible individually for their banking charges relating to this Contract Agreement.

Documents to be provided by the seller to the buyer or buyer’s who signs for receiving them, are as follows, among others:

Full set of 3 original and non-negotiable copies of Bill of Lading.
1 original and 3 copies of certificate of Quantity
1 original and 3 copies of certificate of Quality
1 original and 3 copies of certificate of origin.
1 original and 3 copies of master’s receipt of samples.
1 original and 3 copies of master’s receipt of each one-copy document.
1 original Ullage report issued at loading terminal.

ARTICLE XIII. INDEMNITY CLAUSE
Lay time allowed for completion of transaction is 72 hours after receipt of ATB.
ARTICLE XIV. DELIVERY
The Seller warrants performing delivery of the transacted commodity on TTO basis only.
In accordance with the set out conditions and provisions herein, the Seller and the Buyer hereby acknowledge covenant that the delivery of the loaded shipment shall be 1m/bbl, plus or minus 10%.
ARTICLE XV. SEVERABILITY CLAUSE:
If any provision(s) of this agreement is/are found and determined to be invalid or unenforceable by court of Competent Jurisdiction or appropriate arbitration tribunal, such ruling be final, binding and conclusive on all parties, but shall not affect the validity or enforcement of any clauses contained herein.

ARTICLE XVI. FORCE MAJEURE
Neither Seller nor Buyer shall be responsible for any failure to fulfill their respective obligation under the Agreement if fulfillment has been prevented or curtailed by any circumstances whatsoever which are beyond the reasonable control of Seller or Buyer as the case may be including without prejudice to the generality of the foregoing.
a. Compliance with any order, demand or request of any government or of any international, nation, port, transportation, local or other authority or agency or of anybody or person purporting to be or to act for such authority or agency.
b. Any strike, lockout or labor dispute.
c. Adverse weather, perils of the sea or embargos.
d. Delays of Vessel due to breakdown provided always that nothing contained herein shall relieve Buyer of any of its obligations to make payments due to Seller under the Agreement by the due dates or accordingly.

i. In case of circumstances of Force Majeure lasting more than ninety (90) days, the Buyer shall have the right to cancel the Contract, partly or in total. In such a case, none of the parties hereof shall have the right to any compensation for possible losses from the other party.

ii. The party seeking relief under (a) of this paragraph shall advise the other party as soon as practicable of the circumstances causing the failure to fulfill its obligations and shall thereafter provide such information as is available regarding the progress cessation of those circumstances.

iii. The certificate issued by the respective Chambers of Commerce in the country where Force Majeure arises shall be sufficient proof of such circumstances and their duration.

ARTICLE XVII. ASSIGNMENT
Neither Party shall assign any of its rights and obligations under this Agreement, in whole or in part without the prior written consent of the other party. The assigning party shall remain jointly and severally liable for the full performance by the assignee(s) of its / their obligation with regard to the agreement.

ARTICLE XVIII. APPLICABLE LAW, LITIGATION, AND ARBITRATION
The agreement shall be governed and construed in accordance with INCOTERMS & INTERNATIONAL COURT OF JUSTICE.
Any dispute or controversy that may arise in connection with or as a result of provision or provisions of this Sales/Purchase Agreement, which are not settled amicably between the parties, shall be resolved by arbitration in INCOTERMS & INTERNATIONAL COURT OF JUSTICE.
a. The proceeding shall be conducted by one (1) arbitrator in accordance with the rules for Arbitration of the International Chamber of Commerce ICC. The arbitration proceeding shall be conducted in the English language.
b. Any arbitral award shall be enforceable in accordance with the rules of the New York convention of 1958 on the recognition and enforcement of foreign arbitral awards. Judgment upon the awards rendered may be made to the said courts or other authority for a judicial acceptance to the award and an order of enforcement as the case may be.
c. After the court has rendered a verdict, this Contract can be terminated and the prevailing party will be compensated for costs and damages.

ARTICLE XIX. GENERAL PROVISIONS
a. The parties hereby agree that this Contract shall become valid and operational if and when signed and sealed in counterparts and until both parties have fulfilled their obligations.
b. The Agreement and all information obtained by one party from the other party shall be treated as confidential.
c. The headings appearing in the Agreement are for convenience only.
d. Any modification of addition to the Agreement shall be made in writing.
ARTICLE XX. NOTICES
Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given to either Party pursuant to the Agreement shall be sufficiently made if sent by post (by airmail if possible) postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission to the address of the party specified for this purpose in the Agreement.

ARTICLE XXI. INSURANCE:
Buyer, at his own expense, shall procure a policy with a first class Marine Insurance Institution to cover one hundred and ten percent (110%) of the value of the cargo. The insurance policy will cover all risks of loss or damages to said cargo, including war, hijacking, explosion etc, from the time cargo has passed the ship’s manifold flanges at the loading port.
ARTICLE XXII. NON-CIRCUMVENTION AND NON-DISCLOSURE:
The parties irrevocable agree not to circumvent, avoid, or by pass any of the brokers directly or indirectly, to avoid payment of fees or commissions in any product or services, any additions. Renewals, extensions, rollovers, amendments, negotiations, new contract or third party assignments thereof; The parties do hereby accept and agree to fulfill all obligations due to the brokers and intermediaries throughout the duration of this contract and subsequent transactions, renewals, rollovers and extension without variation or modification of the same.
In the event of direct circumvention through a third party, the circumvented broker shall be entitle to a legal monetary award equal to the maximum services it should have realized from the recovery of the funds, including but not limited to attorney fees, cost and disbursements as permitted by law, and statutory interest thereon.
The parties hereby agree that this contract and its content are confidential and shall be treated as such. Neither party shall disclose any information with regards to this contract to any third party unless necessary for the successful completion of this transaction, save as necessary within the law to do so.
ARTICLE XXIII. COMMUNICATION:
Both parties agree that any dissemination or communication of information required or allowed to be forwarded to either party shall be in writing (English language).


ARTICLE XXIV. TERMINATION:
Any of the parties may terminates this agreement by giving the other party seven (7) days notice in writing and such notice shall be deemed good notice if sent by fax or e-mail on receipt of proof of delivery.

REFERENCE:


petroleumproducts@outlook.com