draft contract sample 1

Sales and PurchaseDatedGAS OIL D2, L-02-62, GOST 305-82BUYER’S CODE:SELLER’S CODE:

of 25SELLER: _________________ BUYER: _________________

SALES AND PURCHASE CONTRACT № - N-…………RUSSIAN GAS OIL D2, L-02-62, GOST 305-82

Is entered into this …………… of ………….., 2009 by and between:

Messrs, company …………………………, hereinafter referred to as the “SELLER”, represented byPresident …………………. acting on the basis of the Charter, from the one Party, and the company

, hereinafter referred to as the “BUYER”, represented by CEO acting on the basis of theCharter, from the second Party hereinafter collectively referred to as the “Parties”, have concludedpresent Contract as follows:


of 25SELLER: _________________ BUYER: _________________

INDEX1. SUBJECT OF THE CONTRACT ..............................................................................................................................4

2. TERM OF DELIVERY............................................................................................................................................... 4

3. PRICE AND TERMS OF PAYMENT........................................................................................................................4

4. QUALITY.................................................................................................................................................................... 4

5. DELIVERY AND ACCEPTANCE............................................................................................................................. 5

5.1 DELIVERY.................................................................................................................................................... 5NOMINATION ................................................................................................................................................................65.2 LAYCAN ....................................................................................................................................................... 65.3 LAYTIME......................................................................................................................................................65.4 DEMURRAGES .............................................................................................................................................7

6. INSPECTION – QUANTITY/QUALITY DETERMINATION.................................................................................8

7. INSURANCE............................................................................................................................................................... 8

8. SANCTIONS (NON PERFORMANCE) .................................................................................................................... 8

9. CLAIMS ...................................................................................................................................................................... 9

10. TAXES, OBLIGATIONS AND IMPORTS .............................................................................................................. 9

11. APPLICABLE LAW................................................................................................................................................. 9

12. FORCE – MAJEURE................................................................................................................................................9

13. ARBITRATION ......................................................................................................................................................10

14. ORDER OF ASSIGNMENT ................................................................................................................................... 10

15. NON-CIRCUMVENTION NON-DISCLOSURE CONFIDENTIALLY AGREEMENT .....................................10

16. OTHER CONDITIONS .......................................................................................................................................... 11

17. DURATION OF THE CONTRACT ....................................................................................................................... 12

18. BANKING & PARTY COORDINATES................................................................................................................ 12

SELLER`S BANK INFORMATION: ................................................................................................................................ 12BUYER’S BANK INFORMATION: ................................................................................................................................. 12

APPENDIX NO. 1 ......................................................................................................................................................... 14

APPENDIX NO. 2 ......................................................................................................................................................... 15

DELIVERY SCHEDULE .................................................................................................................................................. 15

APPENDIX NO. 3 ......................................................................................................................................................... 16

PRICE........................................................................................................................................................................16

APPENDIX NO. 4 ......................................................................................................................................................... 17

TERMS OFPAYMENT ............................................................................................................................................. 17

APPENDIX NO. 5 ......................................................................................................................................................... 19

PROCEDURES.......................................................................................................................................................... 19

APPENDIX NO. 6 DRAFT RWA................................................................................................................................. 21


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APPENDIX NO. 7 ......................................................................................................................................................... 23

PAYMENT GUARANTEE ........................................................................................................................................23

APPENDIX NO. 8 ......................................................................................................................................................... 25

PENALTY CLAUSE.................................................................................................................................................. 25


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1. SUBJECT OF THE CONTRACT

1.1. The Seller has sold and the Buyer has bought on basis CIF a portion of GAS OIL D2, L-02-62, GOST 305-82, hereinafter named "the Goods" with quality conforming to Appendix № 1 and in quantity of …………… ± 5% (plus/minus five percent) metric tons per month for a period of 12months with possible rolls and extensions and to be delivered in lots as set forth in Appendix № 2. 1.2. The following documents will be considered as integral and compulsory parts of the presentContract:

Appendix № 1 Quality of the GoodsAppendix № 2 Delivery ScheduleAppendix № 3 PriceAppendix № 4 Terms of PaymentAppendix № 5 ProceduresAppendix № 6 Draft RWAAppendix № 7 Format of Bank GuaranteeAppendix № 8 Penalty Clause

2. TERM OF DELIVERY

2.1. Delivery of Goods shall be executed within twelve (12) consecutive months by oil-tanker lotspursuant to the schedule of delivery (Appendix № 2).2.2. The first delivery shall take place within 30 - 45 days from the acceptance of the Buyer’s financialinstrument.2.3. The deadline for coordinating each month’s delivery of the consignment shall be the twentieth(20th) day of the preceding month.2.4 The delivery and acceptance shall be the date on which the nominated Surveyor has ascertained thequantity and quality of the Goods discharged at the discharge port, or the full discharge process hasbeen completed, whichever date is later.

3. PRICE AND TERMS OF PAYMENT

The price and the terms of the payment under this Agreement are stipulated in Appendices № 3, and № 4, respectively.

4. QUALITY

4.1. The quality of Goods sold under this Contract shall meet the specification indicated in Appendix№ 1.


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4.2. The quality of each delivered lot of Goods at the port of discharge shall be tested in the mannercustomary and consistent with International standards as shall be determined by “SGS” or“SAYBOLT.”

5. DELIVERY AND ACCEPTANCE

5.1 DELIVERY

5.1.1. Delivery and acceptance of goods (in quality and quantity) shall be executed in accordance withthe requirements of the present Contract and Appendix № 1 by transferring the Bill of Lading to theBuyer.5.1.2. The quality of Goods delivered by the Seller and accepted by the Buyer under this Contract shallbe defined as the quality indicated in the Certificate/s of Quality and Quantity issued by theindependent Surveyor “SGS” or “SAYBOLT” at the discharge port.5.1.3. The quantity of the Goods delivered by the Seller and accepted by the Buyer under this Contractshall be defined as the quantity indicated in the Certificate/s of Quantity and Quality issued by theindependent Surveyor “SGS” or “SAYBOLT” at the discharge port, which shall be final and used tocalculate the price.5.1.4. The quantity of the Goods should be determined according to the standards accepted indischarge port.5.1.5. The quantity of Goods delivered on CIF terms shall be confirmed by flow-meter readings aswell as by measurements of shore tanks. If the Surveyor has reason to believe that the shore tanks arenot calibrated in accordance with ASTM standards and procedures, then the vessel’s figures as TCV(Total Calculated Volume) applied with a valid VEF (Vessel Experience Factor) shall be used tocompute the delivery quantity of the current delivery. In the event that Surveyor reports from theloading port do not agree with the Surveyor of the discharge port, the Buyer and Seller shall appoint anindependent Surveyor at the shared expense of the Buyer and Seller.5.1.6. The Seller has the right to have present at port of discharge his representative, but not necessaryan independent inspector.5.1.7. During the loading of each vessel, the Surveyor shall take arbitration samples of the Goods fromthe auto sampler or flow meter. Sampling should be performed according to the standard procedurecurrently accepted in a given port. Samples thus taken shall be thoroughly mixed, put into bottles andsealed. One part of these samples filled into not less than two bottles and sealed by Surveyor, is to beplaced on board of the vessel under the care of the Captain or Master for delivery to the Buyer or hisnominated representative at the discharge port. The other part of the same sample, filled into not lessthan two bottles, is sealed by the Captain or Master and delivered to the Seller. The taken samples shallbe considered as the only samples for arbitration. Both parties shall save these samples within theduration of this Contract, and in case of claim/s till moment of their final settlement.5.1.8. The Seller warrants performing delivery of the transacted Goods on CIF aswp inside customs -outturn quantity and quality basis to the Buyer’s designated discharge port/s. Title to the Goods, andpossession and risk of loss thereof shall pass to Buyer from the moment the Goods pass through theflange connection between the delivery hoses and the vessel’s manifold at the loading port.5.1.9. Buyer shall specify the port/s of discharge in accordance with the approved monthly deliveryschedule, as Appendix № 2, and as otherwise provided herein.


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5.1.10. The Goods delivery should be performed during 2009 - 2010 years pursuant to the Schedule ofdelivery (Appendix №. 2). Additional deliveries should be corrected and are added as the Appendix tothe present Contract.5.1.11. Buyer will have the option to change his designated discharge port, provided that written noticeis given to the Seller, of at least thirty (30) days prior to the estimated ship’s arrival at the formerscheduled nominated discharge port.

Nomination5.1.12. Seller is to notify the Buyer of the chartered vessel particulars (general dimensions, cargosystem arrangement, maximum unloading capacity rate, cargo tanks capacities at ninety-eight percent(98%) loaded, manifolds sizes and reductions available on board, and any other information requestedby the Buyer). The Buyer shall advise acceptability of the vessel (however, such acceptance should notbe unreasonably withheld) at discharge port latest within 1 (one) working day. Seller’s chartered vesselshall comply with at least one Major Oil Company’s requirements, and shall be TOVALOP/PANDIregistered.5.1.13. Seller shall ensure timely arrival of the ship at the discharge port in conformity with the agreedschedule; the ship shall be in every respect ready to discharge the cargo for which it was nominated.5.1.14. Vessels chartered by Seller shall in all respects meet loading and discharge port rules andregulations in terms of seaworthiness, fire and common safety, ballasting operations and dischargerates. When non-compliance has been determined by the authorities at discharge port, all damages andcosts connected to such non-compliance shall be for Seller’s account.5.1.15. Vessel to be accepted by Buyer and such acceptance shall not be unreasonably withheld.5.1.16. Seller’s chartered vessel/s will arrive at the loading port with her tanks/cargo bays in a preparedstate for fitness and cleanliness inspection.5.1.17. The tanker’s Master shall advise the Buyer and Ship owner’s Agent at the port of discharge, theship’s ETA 120 hours before her arrival, her name, tonnage, flag, draught, quantity of clean or dirtyballast on board, on-board quantities and precise time of arrival 48, 36, 24,and 12 hours before herarrival to the port of discharge.

5.2 LAYCAN

5.2.1. Seller and Buyer hereby agree on a monthly delivery schedule specifying the LAYCANS atBuyer’s designated discharge port/s per each single lot to be delivered, or as otherwise agreed by theparties.5.2.2. No later than the fifteenth (15th) day of the month, the next discharge LAYCAN shall be agreedupon by the parties.5.2.3. LAYCANS at the designated discharge port(s) to be fixed within a range of 10 (ten) days.

5.3 LAYTIME

5.3.1 Buyer warrants the Seller’s nominated vessels will be allowed to discharge her cargo withinthirty six (36) free running hours SHINC, plus 6 (SIX) hours NOR.


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5.3.2 Notice of readiness (NOR) shall be given on ship’s arrival at the Buyer’s designated dischargeport/s by the ship’ Master to Buyer and/or Agent, by radio, cable or by hand, at anytime includingSaturdays, Sunday and holidays.5.3.3 LAYTIME shall commence upon the expiration of six (6) hours after tender of Notice ofReadiness, or upon vessel being all fast in berth, whichever is earlier.5.3.4 Time spent for port authority formalities, sanitary, border and customs inspection, pilot agefrom anchorage area to berth, mooring, or crossing river mouth, and time during which loading couldnot be made due to technical and other conditions, attributable to the tanker, will not be counted asLAYTIME.5.3.5. Time during which unloading may not be effected because of weather conditions will be countedas 50 pct of lay time always provided the berth available. Saturdays, Sundays and public holidays willbe included in the lay time calculation.5.3.6. However upon expiration of the lay time allowed for unloading the stormy weather timepreventing unloading shall be included in the lay time calculation.5.3.7. Agreed lay time for discharging of each parcel under this contract is 36 (thirty six) hours totalSaturdays, Sundays and holidays included. LAYTIME shall commence 6 hours after NOR is given(for one discharging port only) or immediately upon berthing of the vessel, whatever be first. Berthingshall mean the completion of mooring, the vessel being all fast alongside the berth. Discharging shallbe considered completed and lay time shall cease upon disconnection of delivery arms. All other termsand conditions shall be as per actual Charter Party.5.3.8. Discharging shall be considered completed and LAYTIME will cease upon disconnection ofdischarge hoses.

5.4 DEMURRAGES

5.4.1. Demurrages at discharge ports, if any and if not caused by Buyer’s nominated dischargeterminal shall be paid by the Seller to the Buyer at sight, at first and simple written request.Conversely, if demurrage has been caused by the Buyer’s discharge terminal, then the correspondingamount shall be borne by the Buyer to the Seller at sight, at first and simple written request.Demurrages shall be computed at the Charter Party Agreement rate. For this purpose, the Seller shallprovide the Buyer with a copy of the original Charter Party Agreement.5.4.2. Demurrages will be based on daily rate or pro-rata thereof per the Charter Party Agreement.5.4.3. If the vessel arrives at the discharge terminal ahead of the range of days, such notice shall onlybe effective as from 00.01 hours on the first of these days, unless the discharge terminal begins todischarge the vessel before such time. In the case of a vessel arriving later than the range of daysaccepted, the discharge terminal will use his best efforts to minimize the delay to discharge. However,in such cases, LAYTIME will only start to count upon vessel being all fast in berth.5.4.4. Each party shall in timely manner provide all such documents and information, signed orauthenticated by authorized persons, as may be reasonably required to settle requests for demurrage.5.4.5. Claims of demurrage should be submitted the Buyer within 90 (ninety) days from the day ofcompletion of discharge.


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6. INSPECTION – QUANTITY/QUALITY DETERMINATION.

6.1. Seller and Buyer mutually agree that an internationally recognized first class independentSurveyor Company, either “SGS” or “SAYBOLT” shall be appointed at both designated loading anddischarge ports, to act as “Surveyor” herein and assess the quality and quantity of the cargo accordingto the provisions herein stated. The Seller will pay the inspection fees and all related costs in the portsof loading. The Buyer will pay the inspection fees and all relevant costs in the port of discharge. TheBuyer has the right to appoint an additional Surveyor, acceptable to the Seller, however all coststhereof will be borne by the Buyer.6.2. Quantity and quality assessments, conducted by the Surveyor, shall be in accordance with methodsand procedures usually used in the oil industry practice and however, at all times shall strictly complywith the revised ASTM/IP International standards and procedures enforced at the date of compliance.

7. INSURANCE

7.1. Seller, at his own expense, shall procure a policy with a first class Marine Insurance Institute tocover the 110% (ONE HUNDRED AND TEN PERCENT) of the value of each cargo. The insurancepolicy will cover all risks of loss or damages to said vessel and cargo, including war, hijacking,explosion etc, from the time the cargo has passed the ship’s manifold flanges at the loading port untilfull closing of the unloading process.

8. SANCTIONS (NON PERFORMANCE)

8.1. Should either party fail to comply with any of their obligations to the other party related to thecontract, then the suffering party will have the option to the declare non-performance against thedefaulting party.8.1.1 In a case of incomplete delivery and/or termination of delivery of the Goods on fault of theSeller, the Seller is obliged to pay, in addition to any other rights or benefits otherwise provided in thisContract including but not limited to claims against the Seller’s Performance Bond, to the Buyer apenalty amount calculated at a rate of one-tenth percent (0.1%) of the value delayed for each delayedday from the sum of incomplete delivery of the Goods, but no more than three percent (3%) of the totalvalue of a delivery delayed.8.1.2. In case of delayed payment, the Buyer shall pay a penalty at a rate of one-tenth percent (0.1%)of the amount owed for each delayed payment, but no more than three percent (3%) of the total valueof a payment delayed.8.2. Failure by either party to take action against the other, in case of the other party’s non-compliancewith obligations or conditions set forth with this contract, shall not be interpreted as a waiver to takeaction for a subsequent non-compliance of the same or other obligations or conditions.8.3 After both Parties agreed all terms of this contract, and one of the parties don’t perform his partespecial the procedure out of this contract, this party has to pay a penalty. The penalty amount iscalculated at a rate of five percent (5%) of the value of the agreed BG.


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9. CLAIMS

9.1. Any claims that either party may have, due to an occurrence, has to be submitted to the other partywithin a period of one (1) month from the date of said occurrence provided, however, that saidoccurrence may not occur until inspections and other terms and conditions of this Contract have beenperformed and/or completed..9.2. In the event that the quality of any of the Goods shall not comply with the contractualspecifications, then the Buyer shall have the option, but not the obligation, to accept said Goods at adiscount or lower price being negotiated and accepted by the Buyer, prior to or after thecommencement of the discharge operations.9.3. If within thirty (30) days from date of the discharge of vessel the Buyer fails to inform the Sellerregarding non-compliance with the terms and/or conditions of this Contract, the Goods will be deemedto have been accepted by the Buyer and no claim will be accepted by the Seller.9.4. All claims will be done in writing and both parties agree to acknowledge such claims by writtenacceptance thereof.

10. TAXES, OBLIGATIONS AND IMPORTS

10.1. The Seller shall pay all and any taxes, duties, related to the performance of this contract, leviedand/or collected up to the ARRIVAL AT THE INTERNATIONAL MARITIME BOUNDARY /nominated discharge port, except as otherwise provided under the Port aswp term or other provision ofthis Contract.10.2. The Buyer shall pay all and any taxes duties, related to the performance of this contract andcollected at and beyond the point/s described immediately above.

11. APPLICABLE LAW

11.1 The English law, except for its provisions regarding Conflicts of Law, shall govern all mattersrelating to the validity, interpretation or performance of this contract.

12. FORCE – MAJEURE

12.1. This Contract is governed by the regulations of the International Chamber of Commerce,London, Great Britain, with regard to Force-Majeure circumstances.12.2. Neither of the Parties shall be liable for complete or partial non-performance of obligations fromsuch Force-Major circumstances such as acts of God, strikes, fires, floods, wars (whether warsdeclared or undeclared), riots, break-out, embargoes, accidents, restrictions imposed by anygovernmental authority (including protection, quotas, priorities, requisitions and price controls) andothers which are out of the control of the contractual Parties and have arisen after the conclusion ofthis Contract.


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12.3. If any of such circumstances directly affect the performance of the obligations in the time periodstipulated in the Contract, this time period for performance of obligations is to be extendedcorrespondingly for a period during which such circumstances last.12.4. Should the above circumstances continue to be in force for more than 90 (ninety) days, Partiesshall have the right to cancel this Contract completely or partially. In this case neither of the Partiesshall have the right to make a demand from the other Party for the compensation of any possible lossesexcept for financial calculations for already delivered Goods.

13. ARBITRATION

13.1. The present Contract is a full recourse commercial deal concluded in accordance withinternational rules of banking and financial activity and these rules are to be used for all questionsregarding preparations, interpretation, legal fulfillment, and any other questions in regard to thiscontract, including ordinary norms of honesty, confidentiality adopted by International Chamber ofCommerce in London, and also temporary suspension because of Force-Majeure circumstances. Incase of any differences regarding any aspect of the present Contract the Parties shall agree to pass thematter to Arbitration.13.2. All disputes or differences which may arise out of this Contract, or in connection with it, will besettled without recourse at the General Courts of Law, in the arbitration order by the Arbitration Courtin London, England, with full conformity to its rules and procedures.13.3. The verdicts of this Arbitration Court shall be final and binding upon both Parties.

14. ORDER OF ASSIGNMENT

14.1. The property and right to the Goods, responsibility, all risks of damage and/or loss of the goodswill pass from the Seller to the Buyer from the moment the Goods pass through the flange connectionbetween the delivery hoses and the vessel’s manifold at the loading port.14.2. Neither Party is entitled to transfer their rights and/or obligations under this Contract to a thirdparty without the other party's prior written (including telex) consent.14.3. Any such assignment shall be effected by notice in writing from the Assign or signed byAssignee who takes responsibility for the obligations under this Contract. The Party, which istransferring right, is appointed guarantor for fulfilling obligations taken by the Assignee.

15. NON-CIRCUMVENTION NON-DISCLOSURE CONFIDENTIALLYAGREEMENT

15.1. This Agreement and all documents related to this Agreement or otherwise obtained by one Partyfrom the other Party shall be treated as confidential. Such information shall be kept confidential, andshall not be subsequently disclosed to third parties or reproduced in any way; provided however, thateach Party may disclose such information to the Party’s affiliates, agents, employees, lenders, counsel,


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accountants or advisors who have a need to know such information and have agreed to keep suchterms confidential, or as may be required in order to comply with any law or government regulations(including reporting requirements), court or regulatory proceeding.15.2. Both parties agree that they are bound by any Non Circumvention Non Disclosure Agreementswhich they have entered into with regard to the above referenced transaction and shall not circumvent,avoid, bypass or obviate each other directly or indirectly to avoid payment of commissions or fees inany transaction pending, or in the future, for as long as this Agreement shall remain in force betweenthe two principles.15.3. This Agreement includes by reference and incorporates the customary practices of the Non-Circumvention and Non-Disclosure set forth in Article 6 & 7 of I.C.C Publication No. 619, 200015.4. The provisions of this Paragraph 28 shall be valid for Five years commencing from the date ofthe Agreement and shall expire in 2012.

16. OTHER CONDITIONS

16.1. After the signing of this Contract all previous negotiations and correspondence between theParties in such connection with this contract will be considered null and void.16.2. Any and all Addendums and additions to this Contract are valid only if they are made in writingand duly signed by both Parties.16.3. All attached Amendments and Addendums duly signed are an integral part of this Contract.16.4. Except as expressly provided in this Contract, neither the Seller nor the Buyer shall be liable forconsequential, losses damages of any kind arising out of, or in any way connected with theperformance or failure to perform this Contract, except as otherwise provided herein.16.5. All taxes, customs and other duties connected with the conclusion and execution of this Contractlevied before delivery to and acceptance by Buyer, except as otherwise provided herein, shall be paidby the Seller. All taxes and all duties levied thereafter will be paid by the Buyer.16.6. Terms and conditions, which have not been mentioned in the present Contract, are to beregulated by INCOTERMS 2000 with latest amendments, guidelines and standard practices for CIFdeliveries and all other terms, acts and/or omissions described therein, or otherwise by theInternational Chamber of Commerce, Paris, France..16.7. The text of this contract is in English and is signed in six (6) originals; four (4) for the Buyer, andtwo (2) for the Seller; all originals being equally authentic.16.8. Signed, sealed and certified agreements are allowed to be sent by email and/or facsimile. TheParties have the right to ask and receive originals of documents sent by Courier and/or post.16.9. Grammar mistakes and misspellings, alone, if they are present in this contract shall not beconsidered as contradictions.16.10. All information contained herein shall be kept confidential and is not to be reproduced in anymanner whatsoever.16.11. As agreed the bank of the Seller or the Buyer can be changed, but categories than in the presentContract, with registration of Addition signed by both Parties and assurance by seals of the Parties arenot lower.16.12. This contract consists of ( ) articles and ( ) appendices, on( ) pages in total.


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17. DURATION OF THE CONTRACT

17.1. The present Contract after being duly signed and sealed by both sides shall come into force fromthe moment financial guarantees have been established by the Parties and will remain valid and inforce until completion of deliveries and payments of the Goods, which are compulsory for bothParties, their heirs, successors, assignees principals and agents.

18. BANKING & PARTY COORDINATES

SELLER:Address:Tel:Fax:

SELLER`S Bank information:Bank:Bank Address:

SWIFT:Account number:Name:ABA/RT:Bank Officer:Tel:Fax:

BUYER:Address:Tel:Fax:_E-mail:

BUYER’S Bank information:Bank:Bank Address:SWIFT:Account number:Name:Bank Officer:


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Tel:Fax:

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


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Appendix No. 1

SPECIFICATION FOR RUSSIAN GAS OIL L0.2/62 HS-D2CETANE NUMBER GOST 3122 (*) 45 MINATMOSPHERIC DISTILLATION GOST 2177/A50 VOL PCT DGR C 280 MAX96 VOL PCT DGR C 360 MAXVISCOSITY AT 20 DGR C MM2/S GOST 33 3.0-6.0POUR POINT (UPPER) DGR C GOST 20287/B (*) -10 MAXCLOUD POINT DGR C GOST 5066/2 (*) -5 MAXFLASH POINT DGR C GOST 6356 62 MINSULPHUR MASS PCT GOST 51947 0.2 MAXMERCAPTAN SULPHUR MASS PCT GOST 17323 (*) 0.01 MAXHYDROGEN SULFIDE MASS PST GOST 17323 (*) ABSENCECOPPER CORROSION 3 HRS / 50 C GOST 6321 PASSWATER SOLUBLE ACIDS AND ALKALIS GOST 6307 ABSENCEGUM EXISTENT MG/100

CM3GOST 8489 (*) 40 MAX

ACIDITYMGKOH/100CM3

GOST 5985 (*) 5 MAX

IODINE NUMBER G12/100 G GOST 2070/A (*) 6 MAXASH MASS

PCTGOST 1461 0.01 MAX

CONRADSON CARBON RESIDUE GOST 19932ON 10% BOTTON MASS

PCT0.20 MAX

FILTRATION FACTOR GOST 19006 3 MAXMECHANICAL ADMIXTURES MASS

PCTGOST 6370 ABSENCE

WATER CONTENT VOL PCT GOST 2477 ABSENCEDENSITY AT 200C G/CM3 GOST 3900 0.860 MAXCFPP DGR C GOST 22254 (*) -5 MAX

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


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Appendix No. 2

Delivery schedule

Delivery time Quantity, MT

TOTAL CONTRACT QUANTITY: ………………. MT plus/minus Five Percent (+/-5%) withpossible rolls and extensions

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


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Appendix No. 3

PRICE

1. The price of GAS OIL L0,2- 62 (GOST 305- 82) , sold under this Contract on terms of CIF…………….. Port will be calculated as US Dollars per metric ton on the basis of the “mean” ofarithmetic average of 2 (two) successive quotations as published in "Platt's EuropeanMARKETSCAN" as an average from average values of quotations under the heading “CIF MED"for Gas Oil 0.2 one day before, one day following and the day of the date of the Bill of Lading, lessa discount 5% per metric ton to the BUYER.

The payment for the services of the Seller’s consultants must be made by the Seller (payer) to theconsultants at the same time in respective proportion to the payments according to the presentContract.

2. In the event that any of the dates defined above fall on a day on which «Platt’s EuropeanMARKETSCAN» is not published, the price formula above shall include the quotation publishedon the next nearest day prior to the date of the Bill of Lading.

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


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Appendix No. 4

TERMS OF PAYMENT

1. As a guarantee of payment of the Goods to be delivered by the Seller, the Buyer will issue BankGuarantee issued by the Buyer’s bank, for a period of 395 days with total value, covered minimumtwo (2) months delivery volume (……………. MT Goods). The text of the Bank Guarantee isagreed between the Seller and Buyer (Appendix № 7).

2. The payment to the Seller for each shipped quantity of the Goods shall be made within two (2)banking days, from date of each vessel’s completed discharge in the discharge port and of receiptby Buyer of the documents indicated below per shipment. This payment will be made as per theCommercial Invoice, issued by the Seller, from the Buyer’s account by direct TT payment to theSeller’s account.

3. The documents regulating delivery of the Goods; the Seller warrants delivering all below stateddocuments to the Buyer prior to payment:

A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Loading made out “Clean on Board”marked “Freight Prepaid”. The B/L to be signed in original by the ship’s Master and “blank”issued or endorsed for the destination or per Buyer’s order, identification of the loaded cargo withquantity expressed in metric tons and barrels.

Original certificates of quality and quantity plus two (2) copies as issued at both Loading Port andDischarge Port by an independent SGS certified Surveyor Company and/or Laboratory.

Original Certificate of Origin plus two (2) copies issued by the local Chamber of Commerce ofthe country of origin.

Signed Commercial Invoice, based on the discharged quantity in metric tons and barrels, andquality as determined in this contract, showing name of vessel, date of loading, date of discharge,with full calculations of the price in three (3) originals and three (3) copies:

Original Certificate of Insurance Coverage plus two (2) copies, issued by Insurance Company fora minimum of 110% of the CIF value of Goods on board each vessel, with payment confirmationissued by Insurance Company.

Third party documents except the invoice are acceptable.

4. The Seller shall deliver in a timely manner to the Buyer such other documents pertaining or relatedto each shipment, duly signed by the authorized persons or as otherwise required by this Contract,including but not limited to:

Loading & Discharge Time Sheets in one (1) original and one (1) copy, signed by Master, localagent and SGS certified inspector.

Certificate of Cleanliness in one (1) original and one (1) copy, of ship tanks, pumps and linesissued or countersigned by loading Port inspector.


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Ullage report in one (1) original and one (1) copy.

Master’s signed Receipt of Samples in one (1) original and one (1) copy, for each sample or set ofsamples taken per shipment.

Master’s signed Receipt of Documents in one (1) original and one (1) copy, evidencing receipt ofdocuments with the exception of the Commercial Invoice.

5. Upon completion of delivery of the Goods as per the present Contract the final settlement betweenthe Buyer and the Seller is made. Final mutual settlement between the Seller and the Buyer iseffected through their Banks on signing of the Report on Performance of Contract. The Report onfinal execution of the Contract, should be agreed, signed and submitted by the Parties to their Bankswithin fifteen (15) days from the date of delivery of the last tanker shipment of the Goods.

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


of 25SELLER: _________________ BUYER: _________________

Appendix No. 5

PROCEDURES

The Parties agreed the following procedure:

1. Seller and Buyer send some verifiable and confirmable information regarding each other'scompany as it pertains to oil trading activities and/or the Oil Sector

2. The contract will be signed electronically by Buyer (Account Signatory on Buyer's BankAccount) and Seller (Account Signatory on Seller's Bank Account). NO MANDATES. Afterboth parties agreed all the terms of this contract, and the Seller has send his signed copyelectronically to the buyer, the buyer has to sign the contract during three (3) days.

3. The Seller prepares 6 (six) hard copies of the contract, signs and seals them and sends thepackage by DHL or similar to Buyer for signing. The Seller provides the Buyer his contractand the contract with main supplier in Russia as partial POP. The Buyer can verify this contractusing the contract Nr. if the Seller has the capacity of the agreed volume. After receiving, theBuyer will sign and seal the contracts and lodged one copy in his bank and send 3 copies backto the Seller. Upon receiving the signed copies, the Seller will also lodge one copy with hisbank.

4. Buyer’s bank issues a banking reference letter (RWA) see Appendix 6 contains information asdescribed in attached letter, with reference to the signed contract, to sellers bank directly. TheRWA has to be singed and forwarded from the Buyer’s bank to Seller’s bank after signing thecontract latest two (2) banking days.

5. Within 24-48 hour after the receipt of the Seller’s documents the Buyer will issue a non-operative Bank Warranty Guarantee issued by the Buyer’s bank, for a period of 395 days withtotal value, covered two (2) months delivery volume (………….,000 MT Goods). Buyer’sbank issues the desired non-operative Bank Guarantee (MT 760) for on behalf of seller.

6. Seller’s bank will issue Performance Bond 2% from the value of the agreed BG. ThePerformance Bond activates the non-operative BG. Within 24-48 hour after the receipt of theBG Seller will issue the PB issued by the Seller’s bank, for a period of 395 days. Seller’s bankissues the desired PB on behalf of Buyer.

7. Seller issues Full POP. Full POP is understood as full set of non negotiable loading documentsprior to shipping, which are available at this time due to delivery status. Any further missingPOP documents (shipping documents) shall be submitted immediately upon completion ofaccording step of delivery.

8. Within 20 days after issuing of operative financial instrument, the Seller givesconfirmation from transportation Company concerning transportation of the Goods to the port


of 25SELLER: _________________ BUYER: _________________

of loading (routing telegram). Seller will issue Confirmation from port of loading aboutreadiness of transhipment and loading above mentioned goods.

9. The Seller informs the Buyer about readiness for monthly shipment delivery.

10. Both Seller and Buyer agreed upon the delivery schedule for subsequent month shipments. TheBuyer already informs the Seller about his destination ports changes, if any, at least thirty daysprior the next shipment.

11. Within 30 - 45 days the Seller makes the first delivery under the present Contract terms andconditions.

12. The Seller established payment documents for delivered volume of the Goods.

13. Payments for the shipped goods are made by the Buyer to the Seller according to conditionsspecified in the Appendix № 4 of the Contract.

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


of 25SELLER: _________________ BUYER: _________________

Appendix No. 6 Draft RWA

On letterhead of Buyer’s Bank(……………………………………………………….. )

To be conveyed by bank

SELLER:

SELLER`S Bank information:Bank:Bank Address:

SWIFT:Account number:Name:ABA/RTBank Officer:Tel:Fax:

Sales and Purchase Contract № N-……….., dated st of …………….., 2009GAS OIL D2, L-02-62, GOST 305-82BUYER'S CODE: ………………………SELLERS CODE:Total contract volume: …………………. MT

….., ..th of ……… ………..

Dear Sir,

we ………… herewith confirm, that our client ………………. represented by ………….., has thefinancial capability to complete the a.m. transaction of the purchase of ………..,000 MT of RussianD2 on a monthly basis. A payment instrument of a Bank Guarantee covering a two months deliveryvolume of ………….,000 MT of D2 shall not be an issue subject to presentation of partial Proof ofProduct.


of 25SELLER: _________________ BUYER: _________________

Within 24-48 hour after the receipt of the Seller’s documents we……………… will issue a non-operative Bank Warranty Guarantee issued by …………….., for a period of 395 days with total value,covered (two) months delivery volume (……….,000 MT Goods).(Maybe the bank adds a disclaimer)

For and on behalf of……………………….

BUYER`S Bank information:Bank:Bank Address:

SWIFT:Account number:Name:ABA/RTBank Officer:Tel:Fax:

(authorized signature) (authorized signature)Bank officer Second Bank OfficerID-No. ID-No.


of 25SELLER: _________________ BUYER: _________________

Appendix No. 7

PAYMENT GUARANTEE

THE NAME OF BANK AND THE ADDRESS OF BRANCH OR THE BRANCH WHICH HAVE ISSUED A GUARANTEE

BENEFICIARY: _________________ (the name and the address) ___________________________________DATE: ____________

PAYMENT GUARANTEE FOR WARRANTY OBLIGATIONS N _______

WE, ___________________, HAVE BEEN NOTIFIED THAT ________________ (HEREAFTER REFERRED TO AS THE"PRINCIPAL") HAS ENTERED INTO CONTRACT NO. N-…………., DATED ST OF ………………… 2009 WITHYOUR COMPANY FOR THE PURPOSE OF SUPPLYING TO OUR PRINCIPAL (quantity and name of the Goods).

BESIDES, WE HAVE UNDERSTOOD THAT ACCORDING TO TERMS AND CONDITIONS OF THIS CONTRACT, THEPERFORMANCE GUARANTEE FOR WARRANTY OBLIGATIONS IS REQUIRED.

AT THE REQUEST OF THE PRINCIPAL WE, ________ (the name of bank), HEREBY IRREVOCABLY UNDERTAKE TO PAYTO YOU ANY AMOUNT OR THE AMOUNTS NOT EXCEEDING IN TOTAL THE AMOUNT __________ ( in words)UPON RECEIPT BY US OF YOUR FIRST DEMAND IN WRITING AND YOUR WRITTEN STATEMENT SPECIFYING:

I) THAT THE PRINCIPAL HAS FAILED HIS OBLIGATION UNDER CONTRACT NO. N-………., DATED ST OF………….. 2009,

AND

II) THE SPECIFIC DETAILS REFERENCING THE PRINCIPAL ’S BREACH.

- In case of non-payment of the delivered goods during 15 (fifteen) days from the time of payment duedate according the contract terms.

YOUR DEMAND FOR PAYMENT MUST ALSO BE ACCOMPANIED BY THE FOLLOWING DOCUMENTATION:

AN OFFICIAL STATEMENT AND SUMMARY ISSUED BY YOUR BANK’S DETAILING AND CONFIRMING THEREQUESTED AMOUNT(Specify documents if those are available or cross out).

- Delivery-Acceptance Act (DAA) signed by the buyer and the seller.

- Ocean Bill of Loading made out “Clean on Board” marked “Freight Prepaid”. The B/L to be signedin original by the ship’s Master and “blank” issued or endorsed for the destination, identification ofthe loaded cargo with quantity expressed in METRIC TONS.

- Certificate of quality, issued and signed by the independent inspector at the port of loading

- Certificate of quantity, issued and signed by the independent inspector at the port of loading

- Certificate of Origin issued by a local Chamber of Commerce.

- Notice of readiness (NOR) lodged by Shipmaster at discharge port countersigned for acceptance by


of 25SELLER: _________________ BUYER: _________________

- terminal’s representative.

- Commercial invoice, based on the delivered quantity in metric tones, delivered quality as determinedin this contract, showing name of vessel, date of quantity discharge completion and state of deliverywithin full calculations of the price

THE VALIDITY OF THIS GUARANTEE EXPIRES LATER __________

IN CASE OF AN ARBITRARY NON-LOADING OF GOODS WITHIN 15 (FIFTEEN) DAYS UPON COMPLETION OF THEPERIOD OF LOADING THE PRESENT BANK GUARANTEE WILL BE IN VALID AUTOMATICALLY.DUE TO NON-DELIVERY BY FORCE MAJEURE THE PRESENT BANK GUARANTEE WILL EXTEND FOR THE TIME OFPERIOD OF THE CORRESPONDING CIRCUMSTANCES.

ACCORDING TO IT ANY DEMAND FOR PAYMENT UNDER THIS GUARANTEE MUST BE RECEIVED BY US IN THISBRANCH UP TO SUCH DATE ______________.

THIS GUARANTEE IS ISSUED SUBJECT TO THE UNIFORM RULES FOR PAYMENT GUARANTEES, BASED ON ICCPUBLICATION NO 458.

SIGNATURES:

BANK OFFICER BANK OFFICER

(Full name and title) (Full name and title)_____________________ _____________________

SIGNATURES:

SELLER: ________________________________

BUYER: ________________________________


of 25SELLER: _________________ BUYER: _________________

Appendix No. 8

ON BUYER’S LETTERHEAD

PENALTY CLAUSE

Sales and Purchase Contract № N-……, dated ____th of ______________, 2009GAS OIL D2, L-02-62, GOST 305-82BUYER'S CODE: _________________SELLERS CODE:Total contract volume:

Country__________, ____ of _________ 2009

Dear Mr. …………….

We, (Name of Buyer) hereby warrant and irrevocably confirm, that once point 5 of the procedure(appendix no. 5) has been fulfilled by (Name of Buyer), we will execute and fulfil without let orhindrance point 6 of the procedure.The requested non operative bank guarantee will be issued by our bank within 24 to maximum 48hours (2 banking days). This bank guarantee shall automatically become operative upon receipt of the2% Performance Bond (point 7 of procedure – appendix no. 5).

In case of non-performance of point 6, we hereby warrant and irrevocably confirm to pay animmediate monetary penalty in the amount of 5% (in words: five percent) of the 2 months shipmentvolume (……,000 MT of D2) in order to cover your costs of your contractual obligations and theresulting costs of our non-performance.

Sales and Purchase Contract № N-………, dated _____th of ______________, 2009,BUYER'S CODE: _________________SELLERS CODE:and shall be declared as additional attachment to the a.m. contract.

For and on behalf of (Name of Buyer)

(authorized signature)Printed NameTitle

draft contract sample 1

Documents

inspection

simple written

bank officer

lay time calculation

buyers bank

abart bank

months delivery

operative