ARA Oil, Ltd, Alexei Tchounaev (
alexei@ara-leasing.com). Дата: 25.08.08 02:53
вот вам вариант на спот Д2 на английском
ц уважением Алексей
SALES AND PURCHASE AGREEMENT
“SPOT PURCHASE”
Dated – August 19, 2008
SELLER’S TRANSACTION CODE:
BUYER’S TRANSACTION CODE:
From:
This is a Sales and Purchase agreement for one time, spot buy 250.000 (Two Hundred Fifty Thousand) metric tons (MTs) Low Sulphur Gasoil Diesel (D2) L-0.02-62, GOST 305-82.
Delivery: FOB ROTTERDAM PORT
This agreement is made on this Day of 2008 and entered into between:
1 Seller:
Hereinafter referred to as "Seller"
2. Buyer:
Hereinafter referred to as "Buyer"
Hereinafter together shall be referred to as "Party" "Parties"
AGREEMENT CLAUSES
The Parties mutually desire to execute this Agreement which shall be binding upon and inure to the benefit of the Parties, their successors and assigns, in accordance with the jurisdictional law of the negotiated and fully executed Agreement with terms and provisions hereunder agreed upon.
SCOPE OF AGREEMENT
The Seller hereby confirms with full legal and corporate responsibility and under penalty of perjury that the Seller is ready, willing, and able to enter into this Agreement for the purpose of selling the Commodity.
The Buyer hereby confirms with full legal and corporate responsibility and under penalty of perjury that the Buyer is ready, willing, and able to enter into this Agreement for the purpose of buying the Commodity.
COMMODITY
In this document “Commodity” shall be understood to be low sulphur content "Russian Gasoil Diesel (D2) L-0.02-62, GOST 305-82."
QUANTITY
The total contractual quantity of the Commodity sold and purchased under this Agreement is 250.000 mt (Two Hundred Fifty Thousand metric tons).
QUALITY
The Seller hereby guarantees that the quality of the Commodity sold will conform to the guaranteed specifications below.
SPECIFICATIONS: As per specification in annex A attached hereto.
DELIVERY: F.O.B. PORT ROTTERDAM 250,000 MT (Two Hundred Fifty Thousand METRIC TONS) at once.
PAYMENT: 1. VIA MT 103 OR VIA MT 705 2. DURING 2 BANKING DAYS THE PAYMENT WILL BE BY THE DIRECT TRANSFER TO THE ACCOUNT OF THE SELLER AGAINST BILL OF LADING (B/L) AND FULL PROOF OF PRODUCT DOCUMENTS ISSUED BY THE SELLER'S BANK TO THE BUYER'S BANK.
PAYMENT PROCEDURES
1. The Seller and the Buyer sign the Contract document.
2. On August 20, 2008, Buyer’s Bank issues an MT 799 SWIFT message or a Bank Comfort Letter (BCL) to show financial capability for the contract amount.
3. Upon acceptance of Buyer’s bank confirmation, the Seller will provide to the Buyer the verifiable and confirmable Storage Tank receipt(s) (POP), Q88 and or all including an up to date SGS certificate of quantity and quality or similar.
4. After approval by Buyer of Seller’s documents and upon receiving the ownership title and pertaining documents Buyer’s bank pays for 100% of the value of the commodity by SWIFT wire transfer directly to the Seller’s designated bank account. Buyer will have 48 hours from the time of POP documents to verify the Seller’s proof of product.
Note: This transaction will be closed in no longer than four (4) Banking days.
THIS CONTRACT TO BE ASSIGNABLE TO REFINERY / ALLOCATION HOLDER ON INSTRUCTION BY SELLER
SELLER’S BANKING INFORMATION:
INVESTMENT BANK FOR PROOF OF FINANCIAL CAPABILITY/PROOF OF PRODUCT
BANK : :
ADDRESS :
SWIFT :
ACCT. HOLDER :
PHONE/FAX :
TRANSACTION BANKS:
BUYER’S BANKING INFORMATION:
NOTE: No contact with Seller or Buyer’s bank is permitted without prior written notification and approval by return written notice. The Parties have the right to change their bank with a written notification and approval by the other Party.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE INRESPECT OF ANY PROVISSION OF THIS CONTRACT.
ANY UNAUTHORIZED ALTERATION OF THIS CONTRACT BY RECIPIENT WILL DEEM THIS CONTRACT NULL AND VOID.
SANCTIONS (NON PERFORMANCE)
-Should either Party fail to comply with any of their obligations to the other Party related to This Contract, then the contract is void.
INSPECTION
-The quality and the weight of the products shall be ascertained and certified by SGS at loading port at Seller’s cost and at the discharging port at the Buyer’s cost.
TAXES AND OBLIGATIONS
-The Seller shall pay all any taxes, duties, related to the performance of this contract and collected up to nominated loading port.
-The Buyer shall pay all any taxes, duties related to the performance of this contract and collected beyond the discharge port.
APPLICABLE LAW
-The European Laws and Laws of the United States shall govern all matters relating to the validity, interpretation or performance of this contract.
ARBITRATION
-All disputes arising in connection with the present contract shall be settled in an amicable way firstly. Should no agreement be reached by the parties, then the case shall brought for final settlement under the rules of conciliation and arbitration of the international Chamber of commerce in London by one or more arbitrators in accordance with the said rules.
-Each party shall appoint one arbitrator, nothing in the agreement shall be constructed to prevent any court having jurisdiction from issuing injunctions, attachment orders or order for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to the Section. Judgment upon the award rendered by the Arbitrator(s) could be entered in the Court having jurisdiction hereof.
-Neither party shall fail to comply in a timely way with the obligations of this part to be performed in a pursuance to this contract although a dispute has arisen and proceeded to arbitration.
-Findings as assessed by the designated third Arbitrator, without any possibility of recourse, will be final and binding on both parties.
CONFIDENTIALITY, NON DISCLOSURE AND NON CIRCUMVENTION
All parties related to this contract accept and agree to the internationally accepted provisions for non-circumvention and non-disclosure with regard to all and every one of the parties involved in this transaction and contract, and any additions, renewals and third party assignments, with full reciprocation for a period of Five (5) years of the execution of this contract
FORCE MAJEURE
Neither party to this agreement shall be responsible for breach of contract cause by acts of God, insurrection and breakdown of refinery operations or supplies to the seller, civil war, military operations, and national or local emergencies. The parties hereby accept the international provisions of Force Majeure and hardships published by the International Chamber of Commerce.
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 authorized to enter into and bind each representative company to the contract.
WITNESS WHEREOF; THE PARTIES HERE TO SET THEIR HANDS AND ARE WITNESSED WITH SEALS UPON THIS COMMODITY CONTRACT AS OF THE DAY OF 2008.
THE SELLER: THE BUYER:
_ _ Name
Date: Date:
ANNEX A
GOST # 305-82 INDEXES OF THE FOLLOWING SPECIFICATION
Cetane index, min 45
Distillation, degress C
50% max 280
99% (final boiling point) max 360
Kinematic Viscosity at 20C, square mm/c, (cst) 3.0 – 6.0
Sulphur, min / max, % 0.02 - 0.05
Mercaptan sulphur, max % 0.01
Hydrogen Sulphide abs.
Copper strip test Passes
Water soluble acids and alkalis Abs
Actual gum content, mg/100 cubic cm, max 40
Acidity, mg/100 cm3, max 5
Iodine number, g/100g, max 6
Ash, %, max 0.01
Capability of 10% residue, max, % 0.20
Filtration index (before introduction of do pant), max 3
Sediments Abs
Water Abs
Density at 20 deg. C, kg/m3, max 860
Flash point (Closed cup) degrees C. min 62
Pour point from March to October (summer), degrees C, max -5
Pour point from November to February (winter), degrees C. max -10
Cloud point from March to October (summer), degress C, mac 0
Cloud point from November to February (winter), degrees C. max -5
The product is guaranteed by Seller not to contain bacteria and other living organism contamination above normal level (1000 CFU/l).
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