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BONNY LIGHT CRUDE OIL - TRADE TO PRICE

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BONNY LIGHT CRUDE OIL

Pétrole & Dérivés > Offres Pétroles
No: TTP
REFS: TTP/NNPC/BLCO/2MB/101

Date Validity

SALE AND PURCHASE AGREEMENT
BONNY LIGHT CRUDE OIL

“ContractNumber - BLCO-4BBL-20190601-A”
BONNY LIGHT CRUDE OIL
“Export Permit License Number - xxxxxxxxxxxxxxxxxxx”


This Sale and Purchase Agreement/Contract (Hereinafter referred as the "SPC" or Contract) is signed and executed on this October 13, 2019.
Between

Partner "A"  
Company name
ID-Number
Legal address  
Represented by

hereinafter referred to as "Buyer"

Partner "B"
Company name
ID-Number
Legal address
Represented by

hereinafter referred to as "Seller"

PROOF OF PRODUCT/CARGO INFORMATIONALLOCATION DETAILS:

The product offered by the Seller and accepted by the Buyer is BONNY Light Crude Oil,

LIFTING FROM QUARTER BULK APPROVED OF OUR MPR.
1. CONTRACT NO:
2. EXPORT PERMIT LICENSE NO:
3. MPR REF NO:
4. TRANSACTION CODE :
5. PRODUCT: NIGERIA BONNY LIGHT CRUDE OIL MINIMUM OF 280,000 M/TONS OR MINIMUM QUANTITY OF 2,000,000+/-5% BARRELS VOLUME AS CORRECTED TO PER-PT-(5).
6. QUANTITY: 115,600,000 MILLION BARRELS AVAILABLE TO BE LIFTED FROM FOUTH QUARTER 2019 /2020
7. PORT OF LOADING: BONNY TERMINAL BONNY
8. SUPPLIERS: NNPC JV OPERATORS, BONNYTERMINAL
9. CONSIGNEE: TO BE ADVISED (TBA)
10. VESSEL: TO BE NOMINATED (TBN)
11. PAYMENT OF PRODUCT: SHALL BE BY CONFIRMED BG VIA MT760/SBLC/MT799
12. INSPECTORS: S.G.S OR ITS EQUIVALENT – BONNY TERMINAL VIA PORT ……………..

 
 
QUALITY: NIGERIAN LIGHT CRUDE OIL OF STANDARD EXPORT GRADE.
 


 
This agreement is made on this October xxxxxx by and between:
 
 
COMMODITY PRODUCER:
 
Name:              ............................................................ (Commodity Supplier)
 
Address:           ............................................................. State, Nigeria.
 
 
JOINT VENTURE PARTNERS:
 
Address:
 
 
SELLER:
 





 
 
BUYER:
 






ORGANISATION STRUCTURE BETWEEN SELLER, FINANCIER AND THE BUYER CLARIFIED

Content:
I. Definitions.
 
I.        Scope of the Contract.                                                                                                         
 
II.      Recitals.                                                                              
 
III.    The product.                                                                          
 
IV.   Quantity.
 
V.     Quality.                                                                                                                         
 
VI.   Measurement & Samples.
 
VII. Delivery Terms.
 
VIII.     Title and Risk of Loss.
 
IX.   Indemnity.
 
X.     Price, Credit Period & Currency.
 
XI.   Payment Terms.
 
XII. Berth & Discharge Port.
 
XIII.     Vessel Nominations & Shipment.
 
XIV.    Warranties.
 
XV. Documents.
 
XVI.    Taxes, Duites and Charges.
 
XVII.  Force Majeure.
 
XVIII.Liability & Penalty.
 
XIX.    Assignment.
 
XX. Applicable Law, Litigation & Arbitration.
 
XXI.    General Provisions.
 
XXII.  Notices.
 
XXIII.Amendments and Waivers.
 
XXIV.                       Penalty.
 
XXV.  Insurance.
 
XXVI.                       Legal Addresses of the Parties.
 
XXVII.                     Non-Circumvention Non-Disclosure Confidentiality Agreement.
 
XXVIII.                   Conclusions Declarations and Signatures.

1. Definitions:
 
Except where the context otherwise indicates, the following terms shall have the meaning as described to them in this paragraph 1, and shall include plural as well as singular, capitalized or not.
 
 
Bill of Lading The official document, issued at the load port after completion of the loading operations, stating, among other things, the ship’s loaded quality, expressed in Cubic Meters (M3) and in Metric Tons (MT) or barrels per the definitions herein. This document shall be signed in original by the ship’s Master and made out in accordance with the instruction hereinafter specified in the agreement.
 
TTO” Strictly as referred to in the interpretations defined by INCOTERMS, Edition 2010 with latest amendments.Fully Funded BG MT 760 OR SBLC
 
 
Loading Date” The date mutually accepted by both the SELLER and the BUYER as the date on which the nominated international Surveyor Company has ascertained the quantity and quality of the product pumped into the Buyer’s designated vessel.                                                                                                   
 
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.
 
Execution Date” The date on which the SELLER and the BUYER receive their respective faxed copies of this agreement, or as may be indicated otherwise in The Agreement.

 
API/ASTM Standards referenced to this Agreement are those in effect as at July 1st1993. In the event that such Standards are subsequently revised, or modified or new standards are issued, the new revised or modified standards will apply. Each party must advise the other party to this Agreement, within three (3) months after such revision, new or modified Standards are introduced and until such these standards shall be used.
 
Affiliate” Shall mean any company or corporation of seller or buyer which owns directly or indirectly fifty (50) percent or more of the shares carrying voting rights of such party (party company) and any company or corporation other than such party of which such parent company or such party owns directly or indirectly fifty (50) percent or more of the shares carrying voting rights.
 
Agreement” Shall mean the Crude Oil Sales / Purchase Contract of which these specific provisions agreed between Buyer and Seller form the conditions of Sales and Purchase.
 
API shall mean
 
ASTMshall mean American Society for Testing and Materials.
 
“Barrel” shall mean a volume of forty-two (42) US gallons corrected for temperature to (60) degrees Fahrenheit.
 
Cargo shall meanany particular quantity of the oil loaded into vessel as set out in this agreement includes Part Cargo
 
Completion of Discharge shall, in respect of a cargo, mean the final disconnection of vessel’s discharge hose(s) following the discharge thereof.
 
Day” shall mean calendar day.
 
Discharge Port(s) shall, in respect of a cargo, mean the port(s) nominated by the Buyer and accepted by the Seller for discharge of such cargo in accordance with the agreement.
 
Dollarsor “USD” or “US Dollars” shall mean dollars of the United States of America.
 
Grade shall mean any grade of the oil specified in the agreement.
 
LAYTIME shall mean the time allowed for the vessel’s Cargo to be loaded /discharged without incurring demurrage.
 
Metric Ton shall mean 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.
 
Month shall mean a calendar month.
 
Oil shall mean crude oil specified in this agreement.
 
Port Cargo shall mean when a cargo is discharged in more than one Discharge Port or received by more than one receiver at the Discharge Port.
 
Party shall mean either Seller or Buyer.
 
Parties shall mean Seller and Buyer jointly.                                                                            
 
Quarter shall mean 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.
 
Transshipment shall mean the transfer of the oil from a vessel into another vessel.
 
Vesselshall mean the ship whether owned or chartered or otherwise obtained by seller and employed by seller to ship the oil to the discharge port.
 
Yearshall mean a calendar year commencing on first (1st) January.
 
Gallon” A unit of volume equivalent to 231 cubic inches or 0.3785 cubic meters, all measured at 60 degrees F.
 
Commodity Referred to as being BONNY Light Crude Oil, elsewhere in the agreement also referred to as BONNY Light, which Specifications, as specified by seller will be furnished by the SELLER and added as Appendix “A” to this contract agreements.


 
Additional Definitions for clarification:
 
 
1.       CRUDE OIL / COMMODITY SUPPLIER:
 
 
                              xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
 
                       Address:  xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx State, Nigeria
 
                              Represented By:

2. SELLER
/FINANCIER
Address:
Represented By:


2. Scope of the Contract:
a. The SELLER and the BUYER, under corporate authority and responsibility respectively represent that the SELLER is the lawful Alloteeof the commodity, in quantity and quality as hereunder specified, and the BUYER has the full capability to purchase the said commodity.

b. The BUYER desires to purchase Crude Oil (BONNY Light Crude Oil, hereinafter called PRODUCT) of Nigerian Origin.

c. The xxxxxxxxxxxxxxxx (SELLER) ............. (COMMODITY SUPPLIER) has sold, and the BUYER, has bought ontoBasis the total quantity of at least 2,000,000(Two) to 6,000,000 BBLS (Six) Million Barrels), +/-5%, of BONNY Light Crude Oil in lots of at least 6,000,000bbls (Six MillionBarrels) +/-5% per month, for 1(one) year, plusExtensions and Rollovers.





3. Recitals:

 
Whereas the Seller with Full Legal and Corporate Responsibility agrees to sell the herein specified product and the quantity as agreed, to the Buyer, 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.

 
The Parties mutually desire to execute The Agreement which shall be binding upon and to the benefit of the Parties, their successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon.
 
 
The Buyer shall issue BG VIA MT760/ SBLC, payable to the Seller’s Financier as a Payment Guarantee.
 
 
The Financier shall issue a ‘payment instrument of choice’ to suit commodity supplier’s (seller) requirements.
 
 The delivery of crude shall be directly from the SELLER (Commodity Supplier) and all documentation associated with the delivery such as Commercial Invoice, Charter party agreement, Bill of lading etc. shall be on the BUYER’s name issued directly by the SELLER (Commodity Supplier).

4. The Product:
The product offered by the Seller and accepted by the Buyer is BONNY Light Crude Oil (BLCO) that shall be lifted from NNPC equity agent’s share.

5. Quantity:
The Seller shall supply a quantity of about 2,000,000 to 6,000,000 BBLS (Two to Six Million Barrels) per month +/- 5% barrels monthly or more of crude oil. The shipment is monthly, and the duration of this contract is for a period of twelve months and can be renewed every year with mutual consent.
The assignment may be transferred, part, or the total number of barrels mentioned in the same, with only a written notification to SELLER asking them to make this re-assignment.

6. Quality:

The quality will be as per the SELLER export grade specification, only water and basic sediment (B.S&W) ascertained at the port of loading shall be deducted in computing the net quantity of the Crude Oil loaded and certified in the Bill of Lading, as per the inspection certificate issued at the supply Port by “SAYBOLT” or “SGS”, which shall be final and binding upon the parties.

7.  Technical Specifications:
All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of the quality inspection, unless otherwise stated.  The BONNY Light Crude Oil to be supplied under the present agreement shall be in conformity with the specification as stated, and the responsibility of the Seller and inspection at the port of loading.

If the specification of the product as per inspection for the SELLER Export Grade fails to conform with the BONNY light Crude Oil specification, as agreed to in the contract, the price per barrel shall decrease by USD 0.02 (two United States Cents) for each 1/10th (one tenth) of a percent above 0.15% wt., Sulphur for the Crude Oil.

Specific Gravity: 0.8459.
Water Content: 0.2% Vol. Max
BSW: 0.6% Vol., max.
Pour point: Below 40 Degree F. max
Salt: LB per 1,000 bbl., 12, max


Total Sulphur, wt. %: 0.14 max
Reid Vapor Pressure: 6.52 PSIG, max
Carbon Residue, wt.%: 1.0, max.
VINI, PPM w. t: 2.0
Vis, cst @ 37.8 Deg C.: 3.47, min.
Yield C1-C4 wt. %: 2.10

8.  Measurement and Samples:
Measurement of quantities and the taking of samples for the purposes of determining the quality of the product shall be carried out at the port of loading in accordance with the general practices, as accepted in the Oil industry, which SAYBOLT or SGS or any other licensed independent petroleum inspectors, mutually appointed by the Parties hereto shall adhere.

All product temperature corrections shall adhere to the latest revision of the table of measurement of the ASTM and API.  Invoice quantity shall be determined at the loading port from appropriate cargo hold measurement and shall exclude water and sediment, if any in excess of the maximum specification determined by ASTM methods.
Quantity and quality to be confirmed before discharging into the Buyer’s shore tank facilities.

9. Delivery Terms:
The terms of the delivery for this agreement shall be of TTO basis. Any terms not covered by this agreement shall be covered by INCOTERMS 2010 for TTO sales.

The Parties also hereby agree that the SELLER should notify the BUYER with the entire necessary vessel’s information that will enable him (the buyer) to keep contact with the vessel and knowing its exact ETA (AS MIGHT BE REQUIRED BY THE BUYER.)

10. Title and Risk of Loss:
Title and risk of loss or damage to the BONNY Light Crude Oil shall pass from Seller to Buyer at the discharging port when the last drop of the Crude Oil is loaded into the Buyer’s nominated Vessel/Storage and all connections to the Vessel/Storage have been removed.

11. Indemnity:
 
The SELLER expressly declares and warrants that all products sold and delivered to the BUYER under this Agreement are free from all encumbrances, and not derived from illegal/criminal sources.

12.  Price, Credit Period & Currency:
The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on standard barrels and under “Dated Brent”, as in the Platt’s Oil gram Report.  The applicable currency in respect of payment for the Cargo shall be United States Dollar (USD).  The price shall be calculated on the three (3) days average mean quotation, one day before the date of loading, the day of loading, and the day after day of loading.
The discount:
USD$12.00Gross/bbl.; $8.00 Net to Buyer. The Seller to payAgents/Consultants/Facilitators.
13. Payment Terms: NO BUYER OR BUYER’S BANK IS PERMITED TO CONTACT OR SEND ANY DOCUMENT TO THE SELLER’S BANK, WITHOUT AUTHORISED PERMISION FROM THE SELLER.  ANY BUYER THAT FAILS TO COMPLY WITH THIS POLICY WILL BE CHARGED WITH $1,000,000 (One million) USD PENALTY.  IN CASE BOTH PARTIES FAIL TO PERFORM AFTER SIGNING OF THE SPA, THE SELLER’S BANK WILL PAY A PENALTY OF $1,000,000 (One million) USD, TO THE BUYER, AND VICE VERSA.
a.       The Payment will be in US Dollars and a PAYMENT GUARANTEEshall be made by irrevocable, confirmed & cash backed MT103 from a prime Bank, in favor of the Seller (or through the Seller’s Authorized Financier), issued or confirmed by a top-rated bank in favor of the Seller, in the amount of US Dollars, corresponding to the total value of EACH SHIPMENT.
b.       The Quantity, as assessed at the Loading Port, by the independent Inspector or Surveyor Company, and the Price, as determined as per clause 5 of this Contract, will be used to compute the Seller’s Invoice.
c.       The Payment for the Cargo shall be made immediately AFTER 72 HOURS, THROUGH MT103 TO THE SELLER’S BANK ACCOUNT, after the cargo has been discharged into the Buyer’s Vessel/Storage Tanks at the unloading port from the Seller’s nominated Vessel/Terminal, and Quality & Quantity have been confirmed correct,as shall be confirmed by the Master of the Vessel AT SIGHT.
d.       In the event of payment due date falls on a Saturday or a New York Banking Holiday, then Payment shall be completed, on the next New York Banking Day.
e.       The Buyer shall instruct his or herBank to advise the Seller’s (Allottee’s) Bank, by SWIFT or Tested Telex,quoting the value date of the transfer, the amount, the invoice number and the clearing bank, if any. Such advice is to be sent in due time, to enable the Seller’s (Allottee’s) Bank to credit the Seller (the Allotee) with the value on the due date.
f.        All Payments are effectuated, according to the Contract agreement, agreed herein.
g.       The MT760 shall be in the form acceptable by the Seller (the Allotee) (or his or her appointed Financier) and shall meet international standards/requirements.
h.The Buyer shall be responsible for all the charges pertaining to the issuance of BG VIA MT760.

14.  Berth & Loading Port:
a.The Seller shall provide and make necessary arrangements at the loading port to enable the vessel reach
and leave safely.
b. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and
applicable regulations of governmental, local and port authorities at the loading port are executed accordingly;
(including pilotage, port authority payment, etc.,).
c.  The Buyer shall be responsible for their right of title to cargo reassignment/programming fee, to enable the
reflection of the Buyer’s lifting details, in the NNPC data base.

15. Nominations, Shipment &Procedure for:CIF ROTTERDAM:
a.The Seller shall provide and make necessary arrangements at the loading port to enable the vessel reach
and leave safely.
b. The Seller shall program, manifest, hire inspection agency, and assure that all necessary documents and
applicable regulations of governmental, local and port authorities at the loading port are executed accordingly;
(including pilotage, port authority payment, etc.,).
c.  The Buyer shall be responsible for their right of title to cargo reassignment/programming fee, to enable the
reflection of the Buyer’s lifting details, in the NNPC data base.

15. Nominations, Shipment &Procedure for:CIF ROTTERDAM:
1:  THE BUYER &THE SELLER SIGN AND SEAL CONTRACT AND EXCHANGE THE SIGNED
COPY BY ELECTRONIC MAIL. THE ELECTRONICALLY SIGNED COPY OF SPA BY BOTH
PARTIES IS CONSIDERED LEGALLY BINDING AND ENFORCEABLE.

2:THE BUYER SENDS BANK RWA of the total cost of the Cargo/NOR FORMAT, and THE
    BUYER’S duly completed CIS form.

3:  The Buyer’s Bank issues a PRE-ADVICE by SWIFT to the Seller’s designated Receiving Bank,
to notify readiness to deliver a Bank Guarantee via MT760, for full cargo; Verbiage shall be
mutually accepted by both Parties and hereto attached. The Seller’s Bank reply’s similarly,
via SWIFT, and confirms the Seller’s Readiness, Willingness and Ability (RWA) to receive
the MT760.

4:   The Buyer’s Bank will issue and SWIFT fully operative SBLC MT760,to the Seller’s
designated Receiving Banking co-ordinates; the copy of the delivered MT760 message will be
     forwarded, for the attention of the Seller’s Bank Officer in-charge, as the notification of SWIFT
delivery.

5:  The Seller's Bank, upon confirmation of the MT760, will, within 48 hours,issue the
2% PerformanceBond (PB) in favor of the Buyer.

6: Within Fourteen (14) banking days, the Seller issues the confirmable POP and PROVISIONAL
LIFTING RIGHT and NOMINATED VESSEL details in the Buyer’s name, for the one-way
voyage charter or full charter to the Buyer’s final Port of Discharge (POD).



7: Within Sixteen (16) banking days, the Seller furnishes the Buyer with CPA & Q88, and the
following documents are provided to the Buyer and/or the Buyer’s Bank:

i) Clean – on – Board Ocean Bill of Lading.
ii) Certificate of Quantity (SGS or equivalent).
iii) Certificate of Analysis (optional).
iv)Certificate of Origin.
v) Certificate of Quality.
vi) Seller’s Commercial Invoice.
vii) Vessel Ullage Report (optional).
viii) Receipt of Samples (optional).
ix) Cargo Manifest

8: After the Vessel has discharged its Cargo at the Buyer’s designated Port (as outlined above),
and the Buyer has received Port Discharge Documents,the Q & Q Report from SGS Inspectors, and all other relevant Documents presented by the Seller, and after the time of
Cargo delivery (as required by the Payment Instrument), then the Buyer must make the final
payment by MT103 or SWIFT Wire Transfer, to the Seller’s Bank Account,
for this
transaction to be completed. The Seller will proceed to pay all Payees named herein.

9: Payments are made via MT103 or by SWIFT WIRE TRANSFER, directly to the Seller’s Bank
    Account.  PAYMENTS ARE MADE TO ALL PARTIES AS STIPULATED, in this agreement,
within three (3) international banking days after product delivery and discharge at the Buyer’s
nominated Port of Discharge, against the presentation of the stated shipping Documents
(non-negotiable copies) at the Buyer’s Bank.
10. The next Commodity Shipment to follow, as per the Contract in the Sales and Purchase Agreement
(SPA) Document.

16.  Warranties:
The Seller warrants that it has the clear and qualified rights to sell or otherwise dispose of the Cargo as offered to him/her, by his/her suppliers, which is the subject matter of this Contract Agreement and that the Cargo is clear of all liens and encumbrances.

17.   Documents:
The documents as listed below will be handed over to the Buyer together with Invoice in Original and three copies for activating the PAYMENT.
a. Full set of 3 original and non-negotiable copies of Bill of Lading.
b. 1 Original and 3 copies of Certificate of Quantity.
c. 1 Original and 3 copies of Certificate of Quality.
d. 1 Original and 3 copies of Certificate of Origin.
e. 1 Original and 3 copies of Master’s Receipt of Samples.
f. 1 Original and 3 copies for Master’s Receipt of each one-copy document, except Commercial Invoice.
g. 1 Original Ullage Report issued at loading terminal.
h.   1 Original and 3 copies of Cleanliness Report at loading port.
Any other documents pertaining or related to the current transaction, duly signed by the authorized person(s) and as required by and specified.

18.  Taxes, Duties & Charges:
The Seller shall pay ordinary agency fees, towage, pilotage and similar port charges, port duties and after taxes against Vessel at the loading Port.
The Buyer is the importer of record and shall comply with all applicable government regulations governing said importation, procure all necessary licenses and permissions, and shall pay or cause to be paid all duties, Imports and taxes for its Importation.

19.    Force Majeure:
Neither the Seller nor the 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 the Seller or the Buyer as the case may be, including, without prejudice, to the generality of the
foregoing.
1.      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.
2     Any strike, lockout or labor dispute.
3.      Adverse weather, perils of the sea or embargos.

a. Delays of Vessel due to breakdown, provided always that, nothing contained herein, shall relieve the Buyer of any of its obligations to make payments, due to the Seller under the Agreement, by the due dates, or according to the provisions mentioned in this Agreement.
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.

b. 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 and or cessation of those circumstances.

c. The certificate issued by the respective Chambers of Commerce in the country where ForceMajeure arises, shall be enough proof, of such circumstances and their duration.

20. Liability and Penalty:
If there is any non-performance, or any unreasonable delay from the Seller, the Buyer has the right to claim the 2% Performance Bond (PB), without any further notice.
Except as expressly provided in the Agreement, neither the Seller nor the Buyer, shall be liable for any indirect/consequential losses, which may be suffered/alleged to have been suffered, by the other party.
The failure by either the Seller or the Buyer, will HOLD all the other Beneficiary Companies listed herein, and in the Irrevocable Master Fee Payment Agreement (IMFPA) associated with this SPA (bearing the same SELLER’s and Buyer’s codes), their officers, employees, agents, representatives harmless from claims, incidental or consequential damages or legal proceedings, arising out of the performance of this Contract.

.21  Assignment:
a)       Neither the Seller nor the Buyer may assign its rights on this Agreement, without the prior written consent of the other Party. The Buyer shall be entitled to assign its rights to an Affiliate or Joint Venture Partner with written consent of the Seller. No such assignment, shall relieve the assigning Party, of its obligations under this Contract. Notice of any such assignment shall be given promptly by the Party effecting the assignment to the other Party to this Contract. Any assignment not made in accordance with the forgoing provisions shall be void.
b)       If assignment is agreed, a Formal Notice of the Assignment shall be submitted to the BUYER / the SELLER, which will contain the Assignee’s Company Name, Company Address, Spokesperson / Official to contact and their telephone and Phone / fax numbers.

22 Applicable Law, Litigation and Arbitration:
 The agreement shall be governed and construed in accordance with NEW YORK, USA laws.

a. Each of the parties here, has full corporate legal authority to execute this Contract, and accordingly be fully
bounded to the terms and conditions therein. INCOTERMS 2010 rules that the Contracts (Electronic Document
Transmission) is legally binding. The Terms shall apply and be deemed to be valid and enforceable by either
    Party, and each Party, shall be, in a position to request a hard copy of the Contract or any previous electronically
transmitted copy.

b. If any dispute or controversy that may arise in connection with or as a result of provision or provisions of this
Sales and Purchase Agreement (SPA), which are not settled amicably by the Parties, it shall then be resolved
by the rules of Conciliation and Arbitration of the International Chamber of Commerce in New York, USA.

c. 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.

d. 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, maybe 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.

e. After the court has rendered a verdict, this Contract can be terminated, and the prevailing Party will be
compensated for costs and damages.

23. General Provisions:
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 airmail is 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.

24.  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 airmail is 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.

25.  Amendments and Waivers:
a) This Agreement shall not be amended, or modified, or any provision thereof waived, except in writing and accepted by both Parties.
b) Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect any other provision herein.

26.  Penalty
After this contract is signed by both the Seller and the Buyer, and copies exchanged electronically or otherwise by a delivery service, failure to follow the banking procedure in time, and form herein, is considered breach of this contract and puts the failing Party in default position to pay a onetime penalty fee of One Million US Dollars (USD$1,000,000.00) to the other Party, and a onetime service charge of five hundred thousand US dollars (USD$500,000.00) to the Payees stated in this contract and divided as per proportionate share of their payment.

27. Insurance:
The Seller, at his/her own expense, shall procure a policy with a first-class Marine Insurance Institute, 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 the Cargo has passed the ship’s manifold flanges at the loading port.


28.      Legal Addresses of the Parties:


....
For and on behalf of the Buyer:     
Signature
Corporate Stamp & Seal
Name:
Designation
Date:
SELLER’S COMPANY NAME:
……………………………….
Signature
Corporate Stamp &Seal
Name: …………………
CHAIRMAN/MD CEO

************************************ANNEX*********************
>>>END CONTRACT <<<








 
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