Note: Failure by either party to default in performance after
an agreement to deal and execute (signing of contract) shall
attract a penalty of $**0,**0 or N*8 million. This contract must be
signed and returned within *2 hours of issuance from the
seller to the buyer for this mentioned penalty clause to be
effective, if not returned, the penalty clause is null and
void.
6.1. The price shall be determined by the average of the three
days around the Bill of Lading date (the day before the Bill of
Lading, the day of the Bill of Lading and the day after the Bill of
Lading) referred to in Platt's publication, heading: DTD BRENT.
Said gross discount per barrel from Platt’s Market Wire Dated Brent
average of the mean quotations for the day before the Bill of
Lading, the Bill of Lading date, and the day after the Bill of
Lading (“the pricing days”).
6.2. In the event that any of the “pricing days” falls on a
Saturday or bank holiday other than Monday, prices for that day
shall be taken from Platt’s published on the preceding bank
business day. If any “pricing day” falls on a Sunday or
Monday bank holiday, the prices for that day shall be taken from
Platt’s published on the next bank business day.
6.3. The discount shall be Seven United States Dollars
(US$7.*0) gross per barrel shall be applied to the price as was
determined by Clause 6.1 above /Four Dollars ($4.*0) net per
barrel. (With $4.*0 to be split equally between Seller’s and
Buyer’s Agents/Mandates/Brokers/Facilitators
respectively).
6.4. The price referred to throughout this agreement to be
paid in United States Dollars.
7.1. Payment shall be made by confirmed irrevocable, operative
MT***3/**0 for the total value of the cargo delivered, based on Q
and Q at discharge port.
7.2. Payment for the crude oil shall be made **0% within three
(5) banking days at the counters of the issuing bank against
presentation and acceptance of the documents identified and set
forth in article 8.6 as long as the issuing bank finds that the
documents are acceptable as presented.
7.3. The Quantity, as assessed at the discharge port by SGS or
Saybolt and price determined as per Clause 3 of this contract, will
be used to compute the Seller's invoice.
7.4. The amount of the Financial Instrument shall
automatically adjust to cover the total amount (in United States
Dollars) of the crude oil load.
7.5. If payment due date falls on a banking holiday then
payment shall be made on/or before the nearest preceding business
day to the due date.
•SGS/Saybolt Certificate of Quality and Quantity, One (1)
original and three (3) copies.
•Certificate of Authenticity issued by NNPC, One (1) original
and three (3) copies
1.Payment by the buyer’s bank through the MT **3 or Standby
Letter of Credit shall be from a Top *5 World bank in favor of the
seller and shall ensure full and completed IMMEDIATELY from the
Buyer’s Account to the Seller’s Account as agreed by both parties
within Three (3) Banking days after the delivery of the cargo based
on Q and Q at discharge port.
2.All commission due to the intermediaries/brokers and agents
shall be transferred simultaneously by the buyer’s bank to all
intermediaries’ nominated bank accounts.
3.The buyer and the seller each shall be responsible for their
bank charges relating to its side of the banking transactions
including all intermediaries/brokers and agents.
(OFFER 2)
SALES & PURCHASE
AGREEMENT
OF
NIGERIAN
LIGHT CRUDE OIL
NNPC EQUITY LIFTING / CARGO INFORMATION
PRODUCT: Nigerian Light Crude Oil
QUALITY: NNPC Export standard
QUANTITY: 2,**0,**0 Barrels, Bonny Light Crude
Oil
VESSEL TBA
PERIOD *2 Months with Possible Roll Over and
Extension
PAYMENT BY : DLC
DISCOUNT: US$6.*0 FIXED DISCOUNT BELOW PLATTS: $4.*0
TO BUYER, $2.*0 COMMISSION TO AGENTS/FACILITATORS
TRANSACTION: CIF ASWP
PERFOMANCE BOND: 2%
SUPPLIER: NNPC
*3 - PROCEDURES:
1. Seller releases this Sales and Purchase Agreement (SPA) via
electronic mail to the Buyer, duly signed and sealed by the
Seller.
2. Buyer signs and seals the Agreement and forwards a copy
electronically to the Seller. The electronic copy of this Sales and
Purchase Agreement duly executed by both parties is legally binding
and enforceable. Both parties deposit copies of the Agreement with
their respective banks.
3. Upon successful due diligence and confirmation that the
contracts are lodged with the respective banks, Seller shall cause
his designated Fiduciary Bank to transmit RWA to place 2%
Performance Bond via SWIFT MT**9 to the Buyer’s bank. Both banks
must be amongst the prime *0 world rated banks.
4. Buyer and his bank, within ****2hrs of receipt of RWA to
place the 2% Performance Bond from the Seller, SWIFT an
irrevocable, transferable Letter of Credit via MT**0 covering the
total cost of cargo (2MBBL) to the Seller’s designated Fiduciary
account.
5. Seller and his Fiduciary bank, within ****2hrs of receipt
of Buyer’s Letter of Credit, SWIFT the 2% operative Performance
Bond to the Buyer’s bank that shall activate Buyer’s
LC.
6. Seller immediately nominates Vessel and program Vessel with
NNPC for loading. Proof of Product (POP) documents to
include:
i. Bill of Lading
ii. Certificate of Quantity and Quality from SGS &
NNPC
iii. Master’s receipt for samples
iv. Cargo Manifest
v. Tanker Ullage Report
vi. Tanker Time Sheet
vii. Customs clearance certificate
viii. Charter Part Agreement for Nominated Vessel
ix. Q*8 of Chartered Vessel
7. Seller notifies Buyer with copies, within (*8 hours) after
complete loading of vessel from the NNPC Bonny Terminal.
8. Buyer confirms the vessel with the vessel owners/Managers
and opens full communication with the captain/Master, while cargo
sails to Buyer’s port of destination to discharge the
product.
9. After the vessel has discharged its cargo at Buyer’s
designated port outlined above and Buyer has received the Discharge
Report as shall be confirmed by the captain of the vessel,
including all relevant documents presented by the Seller after the
time of cargo delivery, Buyer must make payment by KTT wire
transfer to Seller’s Bank Account payable at it’s counter for this
transaction and to beneficiaries named in Master Fee Protection
Agreement in the contract for fees.
*0. Payments are made by Swift Wire Transfer directly to the
Seller’s bank accounts and commission agents as stipulated in the
MFPA in this contract within three (3) international banking days
after product delivery and discharge at Buyer’s nominated port of
discharge against presentation of stated shipping documents
(non-negotiable copies) at Buyer’s bank.
*1. The signatures on this contract by the Buyer and by Seller
means both accept all the content as for Quantity, Discount and
Procedures.
6 - PRICE
6.1. The price shall be determined by the average of the three
days around the Bill of Lading date (the day before, the day of the
Bill of Lading and the day after) referred to in Platt's
publication, heading: DTD BRENT.
6.2 In the event that any of the "pricing days" falls on a
Saturday or bank holiday other than Monday, prices for that day
shall be taken from Platt's published on the preceding bank
business day. If any "pricing day" falls on a Sunday or Monday bank
holiday, the prices for that day shall be taken from Platt's
published on the next bank business day.
6.3 The Buyer and Seller agree that the load port shall be
Bonny Terminal, Nigeria or as directed by DPR.
6.4. A gross discount of USD$6.*0 per barrel shall be applied
to the price as was determined by Clause 6.1 above. The Buyer shall
have USD$4.*0 net. The Seller and Buyer agents shall receive
USD$2.*0 to be shared equally between both sides.
6.5. The price referred to throughout this agreement to be
paid in U.S. Dollars.
7 - PAYMENT CONDITIONS
7.1. Buyer shall pay Seller in U.S. Dollars by a bank to bank
transfer, payable **0% by the Buyer’s bank, a prime bank to the
Seller’s account (payment upon presentation of documents and per
clause *9).
7.2. The Payment will be in U.S. Dollars shall correspond to
the value of said crude oil delivered on a load-to-load basis until
completion of the contract quantities.
7.4. Payment for the crude oil shall be made **0% within three
(3) banking days, in same day funds, at the counters of the
confirming bank, if the document is confirmed, or issuing bank,
against presentation of the documents identified and set forth in
article *8.5, provided the bank finds that the documents are
acceptable as presented.
7.6. The Quantity, as assessed at the discharge port by SGS or
Independent Inspector and price determined as per Item 6.4 of this
contract, will be used to compute the Seller's invoice.
7.7. The Payment shall automatically adjust to cover the total
amount (in US Dollars) of the scheduled crude oil load
7.8 If payment due date falls on a banking holiday then
payment shall be made on/or before the nearest preceding business
day to the due date.
7.9 In the event of any difference between the total paid and
the amount corresponding to the total value of the cargo
effectively delivered, as assessed at the loading port, the
difference shall be paid immediately by the buyer based on a
load-to-load basis until completion of the contract.
7.*0 On the last shipment and final delivery of the contract,
the above mentioned difference shall immediately be settled at
sight at the time of payment.
8 - DELIVERY
8.1. The Seller warrants performing delivery to Buyer of the
transacted Commodity on a C.I.F. basis at discharge port, inside
customs, out-turned barrels, X-tanks.
8.2. In accordance with the provisions set out in the above
Clause 3, the Seller and the Buyer hereby acknowledge to perform
the delivery of each lot in batches of not less than 2,**0,**0 (Two
Million) barrels each (+ - *0%).
8.3. The Seller to notify the Buyer of the chartered ship's
full particulars (general dimensions, cargo system arrangement,
maximum unloading capacity rate, cargo tanks capacities at
Ninety-eight percent (*8%) loaded, manifolds sizes and reductions
available on board). This information must be provided to the
Buyer, so as to assure compliance at Buyer’s discharge port..
8.6 The Seller shall ensure, subject to weather conditions,
the timely arrival of the ship(s) to the loading port(s) in
conformity with the approved schedule.
8.7 Vessels chartered by the Seller shall in all respects meet
the discharge port rules and regulations in terms of seaworthiness,
fire and common safety, ballasting operations, and discharging
rates. Otherwise, all and any damages caused by non- compliance
with such rules and regulations shall be imposed on the Seller.
8.8 The Vessel shall be acceptable by the Buyer and such
acceptance shall not be unreasonably withheld. However, the
Seller's chartered vessel shall comply with the port of discharge
requirements and shall be TOVALOP/P&I registered.
8.9 The ship's Master shall notify to the Buyer and the Ship
owner's Agent as well as the discharge port authority, the ship's
ETA **0 hours before her arrival, her name, tonnage, flag,
draughts, on board quantities, and actual time of arrival **0, *2,
*8, *4 and *2 hours before her arrival to the port of
discharge.
9 - INSPECTION - QUANTITY/QUALITY DETERMINATION
9.1. The Seller and the Buyer mutually agree that SGS or other
independent inspection company shall be appointed at designated
discharge port, to assess the quality and quantity of the cargo
according to the provisions herein stated.
9.2. The buyer will pay the total inspection fees at the
discharge port as per
Independent Inspection Company invoice.
9.3. The quantity and quality assessments, conducted by SGS or
independent inspection company, shall be in accordance with methods
and procedures usually used in the oil industry practice and, at
all times, shall strictly comply with the revised ASTM/IP
International standards and procedures enforced at the date of
compliance.
9.4. For converting volumes, from observed to standard
temperatures, and volumes to weights, the ASTM tables latest
revised edition have to be used.
9.5. In the event of there being an inaccuracy with the
devices used to measure the quantity received at the discharge port
(failure of flow meters, meter banks and/or other devices) th
