SALES AND PURCHASE AGREEMENT

CONTRACT 2,400,000 METRIC TONS CIF CIF VIETNAM/THAILAND

Ref No: VGNFT/VGB/9054334632/ULSD/CIF/RU

Contract No: VGNFT/VGB/005642793-ULSD/RU/AS//VT/TH

Buyer Ref No:

This Agreement is made on October 21st, 2019, between В ЛГ Г АД Е ЕБИЗ Е ,

Seller and PT ONESYED OIL SERVICES Buyer for the purchase of RUSSIAN DIESEL EN590
ULTRA LOW SULPHUR 10PPM

SELLER/EXPORTER FULL DETAILS BUYER/CONSIGNEE FULL DETAILS

ООО ВОЛГОГРАДНЕФТЕБИЗНЕС PT ONESYED OIL SERVICES,

400001, RUSSIA, VOLGOGRAD REGION, 7331 Jalan Jerudong Dendar Seri Begawan, Bg
3122 Negara Brunei Durassalam
VOLGOGRAD, STREET IM KALININ, 4.
MR. CHAPLYGIN V. NIKOLAEVICH, EXPORT DIRECTOR
Mr. Malai Anuar Bin Haji Malai Mashor
Phone: +7 (969)-043-18-82, +7 (969)-043-24-95 Phone: +639156042660, +639175491976
Email: onesyedgc@gmail.com;
Email: Export@volgogradneftebusiness.ru

OBJECTIVE
The Seller herewith will sell and the Buyer herewith will purchase in accordance with the terms,
conditions specifications and the quality described in this contract hereinafter called the
Goods

THE COMMODITY - RUSSIAN DIESEL EN590 ULTRA LOW SULPHUR 10PPM 200,000
METRIC TONS PER MONTH.
The specification of the goods is provided in Appendix No. 2 hereto. The Origin of the goods
will be Russia, CIS Seller s Option
Total Quantity 2,400,000 Metric Tons CIF based with possible rolls and extension.

PREAMBLE
Whereas, the Parties, each with full corporate authority, certify, represent and warrant that
each can fulfill the requirements of this SPA, and respectively shall provide the products and
the funds referred to herein, in time and under the terms agreed to hereinafter: and
Whereas, the Seller hereby agrees and makes an irrevocable firm commitment to sell and
deliver Fifty thousand Metric tons (200,000 MTS) of RUSSIAN DIESEL EN590 ULTRA LOW
SULPHUR 10PPM on a CIF basis per month with possible roll and extension. Whereas, the
Buyer agrees and makes an irrevocable firm commitment to purchase and pay for Fifty
thousand Metric tons (200,000 MT) of RUSSIAN DIESEL EN590 ULTRA LOW SULPHUR
10PPM), on a CIF basis per month with possible roll and extension. Now therefore, the parties
agree to finalize this Contract under the terms and conditions set forth herein as follows:

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DEFINITION
The definitions are set out in Annex-9, which is an integral part of the present Sale and Purchase
Agreement.

1. SUBJECT OF THE CONTRACT

Whereas: В Г Г АД Б legally represented by MR. CHAPLYGIN V.
NIKOLAEVICH Export Director, hereby undertake to transfer the Ownership of the
commodity and sell herein describe product, ONESYED OIL SERVICES Buyer in quantity
and quality specified in this agreement upon fulfilling our terms and conditions.

Product: RUSSIAN DIESEL EN590 ULTRA LOW SULPHUR 10PPM

Grade: Export Standard Blend

Shipment: 50,000 Metric tons x Four Shipments

Quantity: 200,000 Metric Tons monthly x 12 months with possible rolls & extension

Delivery: CIF via VIETNAM PORT/THAILAND PORT

Price: Gross Price US $320.00 per Metric Tons

Commission: US $5.00 by Buyer to Buyer’s Side and US $5.00 by Seller to Seller Side

Performance Bond Operative two (2) percent Performance Bond by Seller

Payment Terms: SBLC (Operative and Transferable) issued by Buyer - TT/ MT103 100%
Payable after CIQ/SGS at Discharge Port by Buyer’s Bank

Inspection: Inspection and quality certification by independent SGS Surveillance

with ICC International Standards

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 RUSSIAN DIESEL FUEL EN590 10PPM ULSD SPECIFICATION

TEST METHODS
CHARACTERISTICS UNITS LIMITS
EN STANDRADS UNE STANDARDS ASTM STANDARDS
Cetane number (4) minimum 51,0 EN ISO 5165 UNE-EN ISO 165

EN 15195 UNE-EN 15195 D 613

Cetane Index (4) minimum 46,0 EN ISO 4264 UNE-EN ISO 4264 D 4737

Density at 15°C kg/m' 820 to 845 (5) EN ISO 3675 UNE-EN ISO 3675 D 4052

EN ISO 12185 UNE-EN ISO 12185 D 1298

Polycyclic aromatic hydrocarbons (6) % m/m maximum 8 EN 12916 UNE-EN 12916

Sulphur content mg/kg maximum 10 EN ISO 20846 UNE-EN ISO 20846

EN ISO 20884 UNE-EN ISO 20884

Distillation (7):

cc minimum 250
maximum 350
65 % V/V collected
maximum 360
85 % V/V collected °C
Kinematic viscosity at 40°C mm2ls 2,00 to 4,50 EN ISO 3104 UNE-EN ISO 3104 D 445
95 % V/V collected cc EN ISO 3405 UNE-EN ISO 3405 D 86
Flash point °C higher than 55 EN ISO 2719 UNE-EN ISO 2719 D 93

Cold filter plugging point (POFF): Winter

16.11-28.02 - -20°C
Transitional 1.03-15.04; 1.10-15.11 - -10°C maximum -20°C
Summer – 16.04-30.09 - 20°C
°C maximum 10°C
Cloud point:
cc 20°C

maximum 0
Winter (1 October to 31 March) cc D 2500
maximum +6
Summer
Carbon (1 april
residue to 30
(on 10% september)
distillation residue) % m/m
cc maximum 0,30 EN ISO 10370 UNE-EN ISO 10370 D 4530
D 5772
Lubricity, corrected wear scar diameter pm maximum 460 EN ISO 12156-1 UNE-EN ISO 12156-1

(corrected WSD 1,4) at 60'C

Water content mg/kg maximum 200 EN ISO 12937 UNE-EN ISO 12937

Total contamination (Solid particles) mg/kg maximum 24 EN 12662 UNE-EN 12662

Ash content % m/m maximum 0,01 EN ISO 6245 UNE-EN ISO 6245 D 482

Corrosion to copper (3h at 50°C) ASTM scale maximum lb EN ISO 2160 UNE-EN ISO 2160 D 130

Oxidation stability glm3 maximum 25 EN ISO 12205 LINE-EN ISO 12205 D 2274

Oxidation stability (9) hours minimum 20 EN 15751 UNE-EN 15751

FAME Content (10) % VN maximum 0 EN 14078 UNE-EN 14078

Colour ASTM scale maximum 2 D 1500

D 6045
Transparency and gloss complies D 4176

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3. TRANSACTION PROCEDURES
1. Buyer confirms SCO and issue ICPO with banking details
2. Seller verifies and issue Draft Contract open for amendments to Buyer
3 Buyer review Contract signs and returns with Buyers international passport
4. Upon receipt of signed Contract Seller releases PPOP documents to Buyer

a. Statement of Availability of Product

b. Product Passport (Dip Test Result)
c Seller s Commitment to Supply
5. Buyer issues SBLC/BG from Top Prime Bank to Sellers designated/approved Bank.

6. Upon confirmation of buyer payment instrument, Seller Fiduciary bank issue 2% PB & Full
POP documents listed below to buyer bank; via SWIFT.
A. Copy of License to Export, Issued By the Department of the Ministry of Energy.
B. Copy of Approval to Export, Issued By the Department of the Ministry of Justice.
C. Copy of Statement of Availability of the Product.
D. Copy of the Refinery Commitment to Produce the Product.
E. Copy of the OJSC AK Transnet Contract to Transport the Product to the Port.
F. Copy of the Port Storage Agreement.
G. Copy of the Charter Party Agreement (S) To Transport the Product to Discharge Port.
H. Dip test Authorization,
I. Tank receipt
J. SGS report.
7. Operation for the cargo delivery and inspection
8. CIQ inspection
9. Payment for each shipment

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4. TIME OF DELIVERY
4.1 Delivery of Goods shall be executed within twelve (12) months by vessel lots pursuant to
the schedule of Delivery (Annex-4). The deadline for coordination of monthly delivery of
th
the consignment for the subsequent month is the twenty-fifth (25 ) day of the next
month.

4.2 The first delivery of the Goods shall be October 2019.

4.3 It is in the interest of both Seller and Buyer to ensure that the cargo is well protected
against in voluntary discharge into the sea to avoid pollution of the sea waters. Accordingly,
the Seller warrants that all vessels nominated to carry the cargo shall be enrolled in TOVALOP
and Sellers warrant that they are members of CRISTAL or, if not, that they will immediately
become members of CRISTAL.

5. OTHER CONDITIONS
5.1 The Parties shall not be entitled to assign its rights and obligations under the SPA to
the other parties without written approval of the other Party.
5.2 Each of the Parties saves strict confidentiality received from other Party of financial,
commercial and other information, including terms and conditions of the SPA.
5.3 Any changes and additions to the present SPA are valid only in the event that they are
accomplished in writing and are signed by the properly authorized Representatives of both
Parties.
5.4 The SPA is governed by the International trade rules INCOTERMS-2010 with the
subsequent additions, if other is not stipulated in the present SPA.
5.5 All attached Enclosures and Addendums duly signed make an integral part of this SPA.
5.6 With exception of the cases, especially stipulated in the given SPA, any of the Parties
does not bear the responsibility for the indirect losses which have arisen as a result of
performance (default) of the obligations under the present SPA
5.7 Grammar mistakes and slips, if they are present in this contract shall not be
considered as contradictions, the English version being the base accepted by both Sides.
5.8 The SPA comes into force after signing by the Parties by e-mail and in its electronic
form shall be valid until the hard copies of the SPA shall be exchanged between the Seller and
the Buyer.
5.9 The SPA shall remain valid and in force until completion of deliveries of Total Volume
5.10 of the Cargo (100%) and mutual calculations for Cargo has been carried out.
5.11 After the signing of this SPA all previous negotiations and correspondence between the
Parties in connection with this contract will be considered null and void.

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5.12 The SPA is signed in six (6) originals in English language, containing ten (10) pages, which
are an integral part of the SPA, all originals being equally authentic. Both Parties will be having
three originals of SPA
6. PRICE OF THE GOODS AND TERMS OF PAYMENT
6.1 The price per Metric Tons of the Goods on CIF terms is determined by the following fixed
price under the titles "Cargoes CIF US $320.00, which amounts to Sixty Four Million US Dollars
(US$64,000,000.00) for each Two Hundred Thousand Metric Tons(200,000 MT) CIF Shipment
(will be verified by dip test at Buyer s Cost at Discharge Port
6.2 N/A - In case when the Bill of Lading date coincides with a day when PLATT`S is not
published, then quotations from the nearest day before the Bill of Lading date will be used.

Escalation/De-Escalation:
A. Total demurrage costs incurred at port of loading shall be taken into account for the value
of consignment of the Goods against presentation of Seller s invoice by telex fax, stating the
actual demurrage calculation.
B. When the quality of the Goods, delivered on the terms CIF and ascertained by the
Independent Inspectors, will be actually below the Contract Specification for RUSSIAN DIESEL
EN590 ULTRA LOW SULPHUR 10PPM (Annex-2 of the present SPA), then an additional increase
of the base contractual price discount shall apply.
6.3 In the event of the actual quality of the Goods as proven by said Independent Inspectors
being lower than said base Contract Specification by more than ten percent (10%), then the
Seller shall undertake to unconditionally replace at its own account the off-spec product with
the Goods fully conforming to the base Contract Quality for RUSSIAN DIESEL EN590 ULTRA LOW
SULPHUR 10PPM Specification

5. DELIVERY SCHEDULE
The Goods shall be shipped in the following volumes and terms: Buyer will have the option to
change the designated discharge port, provided that written notice is given to the Seller at
least twenty (20) calendar days prior to the ship s ETA at the former nominated and scheduled
discharge port. Buyer to provide destination by month, the buyer has the right to object to
further supplies if the trial is not carried out in accordance with the contract terms of both
price and quality

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YEAR MONTH QUANTITY SHIPMENT DESTINATION PORT

2019 October 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 November 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 December 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 January 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 February 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 March 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 April 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 May 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 June 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 July 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 August 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

2019 September 200,000 MTS 50,000 X 4 MTS CIF VIETNAM/THAILAND PORT

Total – MT 2,400,000 MTS CIF VIETNAM/THAILAND PORT

В ЛГ Г АД Е ЕБИЗ Е , do further maintain our procedure, respect our contract

agreement, and standing ready and waiting to commence shipment as per the terms and
conditions in this agreement.

6. FORCE MAJEURE
1. The Seller and Buyer are released of the responsibility for partial or complete default of
the obligations under the present SPC if it was by a consequence of force majeure
circumstances.
2. Force majeure is understood as external and extreme events, which did not exist during
signing the SPA which has arisen beyond the control and will of the Seller and the Buyer,
approach and which action of the Party could not prevent with the help of measures and
means, which application in a concrete situation is fair to require and to expect from the
Party which has undergone an action of a force majeure.
3. For the purposes of this SPA a Force Majeure Event means any of the following events
provided they had a prolonged and severe effect: earthquake, flood, fire, epidemic,
failure on the transport, military actions, decree of Governments of countries on which
territory passes fulfillment of the SPC, directly influencing an opportunity, by the Parties
of the SPA.

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 4. The Party which has undergone a Force Majeure Event is obliged to immediately notify
the other Part b Electronic Mail of the kind of such Force Majeure event it s probable
duration, and any already known circumstances and obstacles to the fulfillment of its
obligations under the SALE and PURCHASE AGREEMENT.
5. A Force Majeure Event shall be confirmed by a certificate, to be issued by Chambers of
Commerce and Industry of country of the Seller or country of the Buyer.

6. In the event the Force Majeure Event lasts for a period shorter than thirty (30) days, and
only time is required for any Party which undergone a Force Majeure Event to fulfill its
obligations under this SPC, then, subject to compliance with Section 12.4 here above, the
time for the fulfillment of the obligations of any Party which undergone a Force Majeure
Event, shall be extended by a period reasonably required to overcome the consequences
of the Force Majeure Event.
7. If a Force Majeure Event lasts for a period of over thirty (30) days, Seller and Buyer shall
negotiate whether it is possible to follow the terms of this SPC. In the event no
understanding is reached, each Party shall be entitled to terminate the SPC, and both
Parties shall be discharged from their obligations under the SPC, other than with respect
to Cargo which has already been supplied to the Buyer.

9. DEFINITIONS
Metric Ton A measure of weight equivalent to one-thousand-kilogram mass (1,000 kg).
Commodity Is referred to as being RUSSIAN DIESEL EN590 ULTRA LOW SULPHUR 10PPM
else here in this agreement also referred to as Goods or RUSSIAN DIESEL EN590
10PPM (Russian Origin) as equivalent in this agreement.
Calendar Day Means a calendar day, unless differently specified.

Banking Day Means a banking day, unless differently specified.

Month Means a Gregorian calendar month.

Calendar Quarter Period of three (3) consecutive months begins on 1st of January 1st of April 1st of July
or 1st of October.

ASTM American Society for Testing and Materials, is the Institute, internationally recognized,
that approved all Standards, Tests and Procedures used in the Oil Industry and to be
referred to in this agreement to the latest revised edition with amendments in force to
date.
Bill of Lading Is the official document, issued at the loading port after completion of the loading
operations stating the Ship s loaded quantit e pressed as Cubic Meters m 3) and as
Metric Ton MT This document must be signed in original b the Ship s Master and
made out in accordance with the instruction hereinafter specified.

Terminal/Port of The Port of mooring/ loading specified by the Seller, as item of shipment.
shipment

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Discharge Terminal Is a safe port/berth, designated by the Buyer as final receiving destination.

Delivery Date The date mutually accepted by both Seller and Buyer as the date on which the
nominated first class independent inspector has ascertained the quantity and quality
of the product pumped into the Buyer s discharge terminal facilities.
PLATT`S Platt s McGraw Hill London is the organization internationally recognized and
accepted, who publish official price quotations of Petroleum products on d aily basis

Out-turn Is the quantity and quality of the product ascertained, according to the ASTM
procedures, on completion of the discharge operations? The ascertained out-turn
quantity and quality is the basis on which the amount will be computed for the
payment of the Product effectively delivered to the Buyer.

SELLER DESIGNATED BANKING DETAILS

Bank Name: SUMITOMO MITSUI BANKING CORPORATION
Bank Address: 2-1-1, Nihombashibakurocho, Chuo-Ku, Tokyo, 103-0002 Japan.
Account Name: Cotyledon Technology co., Ltd.
Account No.: 614 7355284
Swift Code: SMBCJPJT

BUYER DESIGNATED BANKING DETAILS

Bank Name:
Bank Address:
Account Name:

Account No.:
Swift Code:
Bank Officer & Phone/Fax No.:

Note: В Г Г АД Б has the right to nominate any company it wishes to

receive payments on its behalf with the understanding that the CEO will approve that company
and the buyer will be required to accept that company as long as the Buyer receives its Goods
as per the terms and conditions of this SPA.

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 CLOSING TERMS AND CONDITIONS

This Agreement is a Contract between the Seller of the Goods and the Buyer of the Goods
been hereby bound and enforceable in the law court in compliance with ICC and all
international regulations.
This Agreement is mutually signed by Seller and Buyer as proof of acceptance of all terms and
conditions of the transfer of title and property of the Goods herein specified.

SELLER S NAME SEAL SIGNATURE

А Б

MR. CHAPLYGIN V. NIKOLAEVICH, EXPORT DIRECTOR

21-10- 2019

BUYER S NAME SEAL SIGNATURE

ONESYED OIL SERVICES

Mr. Malai Anuar Bin Haji Malai Mashor

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