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THIS AGREEMENT IS MADE ON THE 16th DAY OF MAY 2011.
BY AND BETWEEN:
OWNER: NIGERIAN NATIONAL PETROLEUM CORPORATION [NNPC] SELLER: DEEPSTAR NIGERIA LIMITED LAGOS The company duly incorporated under the prevailing Laws of the Federal Republic of Nigeria, hereinafter called the “SELLER” which expression where the context so admits, shall include their personal Representatives, Heirs, Successors-In-Title, Agents and Assigns on the one part:
BUYERS: CY FAVOR INTERNATIONAL LIMITED The company legitimately incorporated in accordance with the existing Laws Republic of Ghana hereinafter referred to as the “BUYER” which expression where the context so permits, shall include their personal Representatives, Heirs, Successors-In-Title, Agents and Assigns on the other part. RECITALS: WHEREAS: The Seller with full corporate responsibility and authority do hereby agrees to source, procure and sell/deliver by means of Transshipment (TTT), the herein mentioned Petroleum Product and fulfill all the requirements referenced to herein and shall provide the referenced Product under the terms and conditions as shall be stipulated hereunder and at the time so agreed by both Parties. WHEREAS: In pursuance thereto, the Seller hereby makes an irrevocable and firm commitment to sell and deliver and the Buyer also makes an irrevocable and firm commitment to purchase and take delivery of the said Product by means of TankerTrans-shipment.
SELLER’S INITIAL BUYER’S INITIAL
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in pursuance of the realization of the objectives of this Agreement. WHEREAS: The Buyer desires to purchase Crude Oil of Nigerian Light specification [hereinafter called “Product”] of Nigeria’s Origin. Shall mean American Society for Testing and Materials. API: ASTM: SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 . The Seller has the independent capacity and ability to source. and The Buyer also expressly declares and warrants that the monies in payment for Products under this Agreement are free from all encumbrances and shall not rise to litigation thereafter. Shall mean the document of the Sales and Purchase Contract in which these specific provisions agreed upon between Seller and Buyer forms the terms and conditions of the Sales and Purchase. NNPC: Agreement: Shall mean Nigerian National Petroleum Corporation. in quantity and quality as hereunder specified and the Buyer has the full capability to purchase the said Commodity. WHEREAS: The Seller has accepted to procure/market the Crude Oil from the appropriate Authorities and re-sell same to the Buyer and the Buyer has accepted to take delivery of the Products from and make payments to the Seller for Crude Oil received.WHEREAS: The Seller and the Buyer. DEFINITIONS: Except where the context otherwise indicates. under full corporate authority and responsibility respectively represent that the Owner/Seller is a lawful owner of the commodity. Shall mean American Petroleum Institute. procure and/or market the Product from the Nigerian National Petroleum Corporation (NNPC or its official Lifters and to re-sell same to the prospective responsible and responsive Buyer of record under reference. INDEMNITY CLAUSE Seller hereby expressly declare and warrants that all Products sold and delivered to the Buyer under this Agreement are free from all encumbrances and not derived from any illegal/Criminal source. the following terms shall have the meaning as described to them in this paragraph and shall include plural as well as singular terms.
Shall mean Seller and Buyer jointly. Shall mean Dollars of the United States of America [US$] used for payment for Cargo supplied. mean the Port(s) nominated by Seller for loading of such cargo in accordance with the agreement. issued at the Load Port after completion of the loading operations. the Metric ton is used for calculation to arrive at the exact quantity traded on. Shall mean the Petroleum Product as specified in this agreement. Vessel: SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .Product: Cargo: Metric ton: Day: Month: Quarter: Loading Port: Loading Date: Currency: Grade: Oil: Party: Parties: Bill Of Lading: Shall mean and be referred to as the Nigerian Forcados Light Crude Oil and shall elsewhere in this Agreement be referred to as “Product” which specifications are as detailed herein. Shall. stating the ships’ loaded quantity. Shall mean a volume of forty-two (42) US gallons corrected for temperature to (60) degrees Fahrenheit. Shall mean the Ship whether owned or chartered or otherwise obtained by Buyer and employed by Buyer to receive the oil at the loading port. in Metric Tons [MT] expressed as per the above definitions. in respect of a cargo. Shall mean a period of the three (3) consecutive months commencing on first (1st) January. Shall mean any grade of the oil specified in the agreement. shall mean any particular quantity of the Product loaded into a vessel as set forth in this agreement which shall include “Part Cargo”. or first (1st) April or first (1st) July or first (1st) October. etc. This document has to be signed in original by the Ship Master and made out in accordance with the instructions hereinafter specified in this Agreement. whereas. Shall mean calendar day Shall mean a calendar month. expressed in Cubic Meters [cub meters]. 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. Shall mean either Seller or Buyer. Shall mean the official document.
25 Average ASTMD 0. The delivery is scheduled for immediate commencement subject however.52PSIG ARTICLE 2: QUANTITY AND CONVERSION RATE 2.2 Without prejudice to the foregoing.3 SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .PROOF OF PRODUCT/ALLOCATION DETAILS: The Product offered by the Seller and accepted by the Buyer is Nigerian low Pour Fuel Oil. CONVERSION RATE – 7.15 40º [F] Degrees F 0.8498 ASTM Table 51 34 . kg/1 API at 60 Degrees F Salinity Color BS & W Content [Vol.7P.1 The total contractual quantity of the Product to be loaded and delivered and to be purchased under this Agreement shall be a single shipment of between four thousand and twenty five thousand metric tons and/or more as may be required and affordable by Buyer. to the degree of readiness. %] Sulfur %WT Pour Point Degrees F Water Content: REIB Vapour Pressure: ASTMD1298/P 0. with a tolerable variation of +/-10% (plus/minus ten percent). 2.2% Vol.T.8397-9.33 bbls The Conversion rate shall be: QUANTITYin metric tons x 7. ARTICLE 1: PRODUCT SPECIFICATION/QUALITY ANALYSIS The Specification and Quality of the Product shall conform to the Standard Export Grade of Nigerian Low Pour Fuel Oil which shall include but not limited to the followings: Specific Gravity at 150c. the Buyer shall accept any additional shipment/delivery of Product should availability sustain such additional Consignment.14% wt ASTMD 97/1P.B @ 60 Degrees F Dark Brown ASTMD 473/1P 53 0. 2.33 bbls ARTICLE 3: DELIVERY TERMS The contractual quantity to be delivered shall be Between Five and twenty five Thousand Metric Tonnes +/-10% (plus/minus ten percent) or more shipment at Seller’s option. Max 6.37 ASTMD 4006/1P 358 4. willingness and ability [RWA] of the Buyer.
With the fulfillment of the above conditions by the Buyer. ARTICLE 7: RISK OF LOSS/DAMAGE AND TRANSFER OF TITLE Risk of Loss/Damage to Product and Transfer of Title shall be made in favour of the Buyer as soon as the Quantity and Quality Analysis Inspection is executed and Buyer makes full and final payment for Cargo and Commission to all Agents and Facilitators as contained in this Agreement. may enjoy a life span of 12 calendar months and with possible rolls and extension provided the spot transaction is smoothly and successfully consummated and confidence duly registered.2 The quantity and quality that appears on the Certificate so issued shall be judged as the final quantity and quality of the oil trans-shipped and the Seller shall use the same figures to prepare his Commercial Invoice or Payment Instruction for the full and final payment for Product and Commission respectively. the non-compliance shall entitle the other Party. in the case of failure of the Seller or the Buyer to comply with any of the obligations set forth in this Agreement. ARTICLE 5: BREACHES Notwithstanding the terms as contained in Articles 3 & 4. without prejudice to any other recourse available to them to consider such failure as a breach of this Contract and to terminate the same or to unilaterally suspend its performance until such failure or non-compliance is corrected and may give right to claim direct damages for the breach.1 Buyer’s duly nominated Inspectors shall come aboard the receiving pregnant Vessel either to carry out the Quantity and Quality [Q&Q] Analysis Inspection with a Certificate thereon and with cost to Buyer’s account. 6. reasonably to the extent allowed by the terms and conditions of the Agreement ARTICLE 6: DETERMINATION OF QUANTITY AND QUALITY 6. ARTICLE 8: INSURANCE NOT APPLICABLE SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .ARTICLE 4: CONTRACT DURATION This contract though spot. Seller’s title and responsibility shall automatically cease and Buyer assumes all responsibilities and title including but not limited to the attendant risks and/or damages to Product aboard.
divisible and irrevocable bank Guaranty by swift and drawn in favor of the Seller and made matured for payment within 48 (forty-eight ) international Banking hours from time of presentation of the discharge certificate & Quality and Quantity Certificate issued by the Buyer’s Inspection Agency.2 Payment shall be the full to the total value of the shipment and in the quantity as reflective on the discharge certificate & Q & Q Analysis Report Certificate issued by the Buyer’s Inspection Agency. ARTICLE 10: WARRANTIES Pursuance to the Indemnity as contained in Article 9 above. Quantity.4 ARTICLE 13: DEFICIENCIES If the amount paid under the Bank Guaranty is less than the total price shown on seller’s Commercial Invoice or Payment Instruction presented to the Buyer to attract payment for Product sold and delivered.3 12. transferable. 12. ARTICLE 11: PRICE [SUBJECT TO FLUCTUATION] The price of each shipment shall be Dated Platt less a discount of $25. buyer shall give to seller a fully funded Bank Guarantee covering the full amount which shall crystallize into cash upon transshipment. shall be used to compute the Seller’s Commercial Invoice or Payment Instruction for full and final payment.1 In USD Currency per bbl.ARTICLE 9: INDEMNITY 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. Seller further warrants that she has the clear and qualified rights to source. is the subject matter of this Agreement and that the Cargo is clear of all liens and encumbrances. the Buyer shall pay Seller immediately on SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 . All cash payments are simultaneous. ARTICLE 12A: PAYMENT AND PAYMENT TERMS 12. 12. as assessed at the discharge certificate and price as contained in this Agreement. by Confirmed. If payment is in naira. sell or otherwise dispose of the Cargo as offered to him by his Suppliers which. Cash payment shall be made by transfer directly to all nominated bank accounts in the sums stipulated therein.
parties fail to do so. 19 Buyers Supercargo confirms sellers product and remains with product 20 Transshipment take place offshore Tema and payment is made based on out turn quantity. If however. ARTICLE 17: FORCE MAJEURE SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 . ARTICLE 16: LANGUAGE AND APPLICABLE LAW This Sales and Purchase Agreement is written and interpreted in English language. In the event of any dispute arising during the execution of this contract which dispute is taken to a court of competent jurisdiction. 16 Seller gives cargo details to buyer. i.first demand. the decisions of the Court of Arbitration of the International Chamber of Commerce and Nigerian Law shall apply. The parties hereby confirm that they have read and understood the terms and conditions as contained herein and have accepted them as binding on all parties. the verdict of the Court shall be final and binding on all parties hereto. 17 Buyer issues a Bank promissory Note 18 Buyer gives receiving vessel details.e Q88. Any dispute arising during the execution of this contract shall be settled amicably. ARTICLE 14: BANK CHARGES The Seller shall be responsible for his bank charges and the Buyer. responsible for his Bank charges relating to this Agreement ARTICLE 15: TRANSACTION DYNAMICS 15 The Buyer and the Seller sign and seal contract and the electronic copy signed and exchanged are considered original and acceptable. they shall accept as final. any such amount herein that are outstanding by Nib’s transfer under advice.
the right reserved to do whatsoever he or she may deem fit to do in the circumstance for the survival of this transaction and this would not be considered a circumvention. THERE SHOULD BE NO CONTACT EITHER WITH SELLER’S OR BUYER’S BANK WITHOUT THE PRIOR WRITTEN PERMISSION OF THE OTHER PARTY. military operations and national or local emergencies. KUNLE AKANNI TBN Adekunle. In the event therefore. breakdown of refinery operations. ARTICLE 18: NON-CIRCUMVENTION AND NON DISCLOSURE The undersigned parties do hereby accept and agree to fulfil all obligations due to Agents and Facilitators. SELLER’S BANK DETAILS FOR RECEIVING BG Bank Name: Bank Address Beneficiary Bank Account No. ARTICLE 19: BANKING CO-ORDINATES FOR THIS TRANSACTION BUYER AND SELLER MAY ONLY CHANGE THEIR BANKS. In the event of direct or even indirect circumvention through a third party. shall automatically give the Principal Party[ies] to this agreement.akanni@zenithbank.Neither party to this agreement shall be responsible for breach of contract caused by acts of God. pertinent to place on record that the ultimate desire of the Principal Parties to this Agreement is to register a successfully closed transaction. any act of the Agent[s] and/or Facilitator[s] that is detrimental or capable of frustrating this transaction. Accounts Officer Tell: Email ZENITH BANK PLC TRINITY BRANCH APAPA LAGOS DEEPSTAR NIGERIA LIMITED 6213703369 MR. SUBJECT TO PRIOR NOTICE GIVEN TO THE OTHER PARTY AND PROVIDED THESE BANKS ARE ACCEPTABLE TO THE OTHER PARTY. civil war. insurrection. the circumvented party shall be entitled to a legal monetary award equal to the maximum service fees it should have realized from the transaction. It is however. The parties hereby accept the international provisions of Force Majeure and hardships published by the International Chamber of Commerce.com SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .
BUYER`S BANKING DETAILS NAME OF BANK ADDRESS ZENITH BANK GH LTD PMB CT 393 CONTOMENT ACCRA-GH Tel.Zenithbank.4545315 MOBILE PHONE AGENT/FACILITATOR NAME OF BANK ADDRESS ACCOUNT NAME ACCOUNT NO.com/ghana SWIFT CODE ACCOUNT NO BENEFICIARY BRANCH ACCOUNT OFFICIER ZEBLGHAC 7030600126 CY FAVOR INT`L LTD TUDU BRANCH ERNEST A + 233276063400 BANK DETAILS: : ZENITH BANK PLC : IKOTUN-IDIMU ROAD : AOINC NIGERIA LIMITED : 6214802123 : MISS OYINDAMOLA :+234 -01. ACCOUNT MANAGER MOBILE PHONE SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .gh www.com. ebusiness@zenithbank. +233 21 6798812 Email.
We DEEPSTAR NIGERIA LIMITED hereby with full corporate responsibility and with the power vested in its Officer. : MD/CEO : 16th May 2011. ADETUNJI A. accept. terms and conditions of this Contract. confirm and agree to abide by this Contract. SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .DECLARATION The undersigned declare that the foregoing instrument fully sets forth the entire agreement between the parties and that the signatories below have been fully and duly authorised to enter into and bind each representative company to the contract. and have accepted and approved all covenants. SEALED AND DELIVERED BY THE WITHIN-NAMED “SELLER” NAME OF COMPANY: DEEPSTAR NIGERIA LIMITED ADDRESS : NIGERIA SIGNATURE/CORPORATE SEAL NAME OF OFFICER DESIGNATION DATE : BARR. SIGNED. terms and conditions herein and further that they have signed by their hand below. IN WITNESS WHEREOF the parties hereto declare that they have read and understood this Contract and are fully aware of the interpretation of all the provisions.
confirm and agree to abide by this Contract. SIGNED. SEALED AND DELIVERED BY THE WITHIN-NAMED “BUYER” NAME OF COMPANY: CY FAVOR INTERNATIONAL LTD ADDRESS : HN S 60 COM 8 TEMA GH CORPORATE SEAL SIGNATURE NAME OF OFFICER DESIGNATION DATE : EGBOSI CYPRIAN FAVOUR : M/D : 17th May 2011 SELLER’S INITIAL BUYER’S INITIAL PAGE 14 of 14 .We CY FAVOR INTERNATIONAL LTD hereby with full corporate responsibility and with the power vested in its Officer. accept.
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