Private & Confidential Page 1 of 34
Private & Confidential Page 1 of 34
Between
HEREINAFTER REFERRED TO AS THE SELLER.
Calendar quarter Period of three (3) consecutive months – 1 st January, 1st April, 1st July or
1st 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 in the Agreement to the latest revised
edition with amendments in force to date.
Out – turn The quantity and quality of the product ascertained, according to the
ASTM procedures, on completion of the discharge operations. The so
determined out – turn quantity and quality is base on which amount will
be computed for the payment of the product effectively delivered to the
Buyer.
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
quantity, expressed in cubic meters (m3) and in metric tons (MT) per the
definitions herein. This document has to be signed in original by the ship’s
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
master and made out in accordance without the instruction hereinafter specified in the agreement.
Discharge Terminal The safe port / berth designated by the Buyer as final receiving
destination.
Banking Day Any day on which the bank opens for business in jurisdiction where the
SELLER and BUYER are located.
Delivery Date The date mutually accepted by both Seller and 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 discharge terminal facilities. Under INCOTERMTM 2000.
Execution Date The date on which the Seller and Buyer receive their respective faxed
copies of this agreement, or as may be indicated otherwise in the
agreement.
Proof of Product Documentation to be provided by the Seller to the Buyer through refinery
holding bank.
Whereas, the parties mutually desire to execute the agreement which shall be binding upon, and to
the benefit of, the parties, successors and assigns, in accordance with the jurisdictional law of the
negotiated and fully executed contract with terms and provisions hereunder agreed upon.
CLAUSE 2 – COMMODITY
2.1 “AVIATION KEROSENE COLONIAL GRADE 54” having the contractual minimum
guaranteed specifications as per Annex “A” herewith attached as an integral part of the
agreement.
CLAUSE 3 – QUANTITY
3.1 The total contractual quantity of the commodity sold and purchased under this agreement is
Minimum Quantity of (TEN MILLION ) 10,000,000 barrels with a variation of plus/minus
(5%) five percent as Seller’s option. This specified quantity is equivalent to one month’s
supply to be repeated up to twelve (12) consecutive calendar months with rolls and
extension for 12 months.
3.2 Seller and Buyer hereby agree to deliver and accept the above quantity in partial shipments,
with reference to provisions set out in clause 4.
3.3 That the contract quantity of 10,000,000 (TEN MILLION ) barrels per month shall be delivered
monthly in accordance with the delivery schedule.
3.4 That the first delivery will be as per delivery schedule and ending on the conclusion of the
contract, and the subsequent delivery schedules is approved by the loading terminal(s) on
a quarterly basis.
3.5 That the validity of the allocation assignment, as reported in the above clause 3.1 is subject to
the acceptance by the Seller of the Buyer’s financial instrument.
4.2 The first delivery shall take place within Thirty (30) calendar days from the date accepted
Buyer’s financial instrument.
4.3 The time period for the conclusion of each monthly supply shall terminate once the final batch of
current monthly lot has been assessed at the Buyer’s designated discharge port.
4.4However, the time period between the first and the final batch not to exceed thirty (30)
days.
CLAUSE 5 – QUALITY
5.1 For the full duration of the agreement, the Seller guarantees that the quality of the product sold
will conform to the guaranteed specifications as reported on “Annex A” which constitutes
an integral part of this agreement.
CLAUSE 6 – PRICE
6.1 Price Fixed USD$69.00 PER barrel ( included Buyer and Seller Intermediaries
Commission )
6.2 The Buyer undertakes to nominate a discharge port(s) CIF. Both Parties agree to set the price
by using the above Unit price.
7.2.3 Seller initials on every page, signs, and seals and returns the draft contract to the buyer for
buyer’s signature and seal (with amendments if any).
7.2.4 Buyer counters sign and seals the draft contract and sends via E – mail to seller.
7.2.5 Seller sends affidavit and agreement to Buyer. Buyer signs and returns.
7.2.6 Buyer signs and seals six hard copy and mail to Seller. Seller signs seals all six hard copy
and mail three of six signed hard copy back to buyer.
7.2.7 After both parties sign and received the hard copies of contract, the seller’s bank shall notify
the buyer’s bank that they are willing and ready to issue a non – operative 2%
performance bond to buyer’s bank. The 2% PB will be placed in buyer’s bank account,
should the seller fail to supply the cargo of the products, this 2% will be paid to the buyer
and intermediaries accordingly as compensation.
7.3.0 The Buyer issues the Non – Operative Irrevocable, Non – Transferable DLC for the monthly
cargo value within 5 (Five) banking days after receipt of 2% PB from the Seller. This action
simultaneously and automatically makes the 2% PB from the Seller’s bank and the DLC
from the Buyer’s bank operative. This DLC must add discharge port’s SGS report in cash.
On second delivery and onwards, the Buyer shall issue the DLC within eight (8) banking
days upon receipt (TEN MILLION) barrels 10,000,000Bbls of seller’s documents duly
signed by the authorized persons which should include: Certificate of Insurance,
Commercial Invoice, Original SGS report from the loading port containing loading
details of quantity and quality, B/L date and any other relevant documents. The documents
will be e-mailed directly to the Buyer’s office promptly after completion of loading. All
documents from the third party accepted by the Buyer. This action and cycle for
forwarding of loading port information/documents and issue of DLC will continue until
completion of the contracted quantity. The SGS inspection charges will be borne by the
seller.
7.3.1 Seller’s bank issue to buyers bank the proof of product (POP).
The Seller will provide the following documents as POP.:
1. Copy of license to export, issued by the department of the ministry of energy.
2. Copy of approval to export, issued by the department of the ministry of justice.
3. Copy of statement of availability of the product.
4. Copy of the refinery commitment to produce the product.
5. Copy of Transneft contract to transport the product to the port
6. Copy of the port storage agreement
7. Copy of the charter party agreement(s) to transport the product to discharge
port.
Delivery commences as per contract and the shipment should arrive at Buyer’s discharge port
Within 45 days after DLC receiving by Seller’s bank.
All banking charges from the Buyer’s bank shall be borne by the buyer and all banking
charges incurred by the Seller at Seller’s bank shall borne by the Seller.
Should any amendments to the DLC be requested once the same had been issued, then the
party requesting the change will be responsible for the payment of the related costs, unless
changes are needed to construct the instruments in compliance with the contract, then the costs
shall be borne by the faulting party.
CLAUSE 8 – DELIVERY
8.1 The Seller warrants performing delivery of the transacted commodity on FOB inside customs –
outturn quality and quantity basis, to the buyer’s designated discharge port(s), the shipping
contract confirmation in Annex F, and the destination port(s) confirmation in Annex G.
8.2 The first loading shall take place within THIRTY (30) to FORTY FIVE (45) working days from
acceptance date of BUYER’S financial statement.
8.3 Buyer shall specify the discharge port(s) in accordance with the approved quarterly delivery
schedule.
8.4 In accordance with provisions set out in the above clause 3, the seller and buyer hereby
acknowledge to performing the delivery of monthly lots in batches to conclude the total
amount of not less than “Suezmax” shipments and up “Cape size” for every shipment.
8.5 Buyer will have the option to change his designated discharge port within the country, provided
that a written notice is given, to the seller, of at least thirty (30) calendar days prior to the
estimated ship’s arrival at the former scheduled nominated discharge port.
8.6 Seller to notify the Buyer of the full – chartered ship’s particulars (general dimensions, cargo
system arrangement and maximum unloading capacity rate, cargo tanks capacities at 98%
loaded, manifolds sizes and reductions available on board). This information must be
provided to the buyer at least five (5) days prior to the seller’s vessel nomination, so as to
assure compliance at the buyer’s discharge port.
8.8 Vessels chartered by seller shall in all respects meet port rules and regulations in terms
seaworthiness, fire and common safety, ballast operations, and discharging rates, otherwise, or and
any damages caused by non – compliance with such rules and regulations shall be imposed on the
seller.
8.9 Vessel(s) to be acceptable by buyer and such acceptance shall not be unreasonably
withheld. However, the seller’s chartered vessel shall comply with the three Major Oil
Company’s requirements and shall be TOVALOP / PANDI or equivalent registered.
8.10 Seller’s chartered vessel(s) shall arrive at the loading port with her tanks in a prepared
state for fitness and cleanliness inspection.
8.11 The vessel’s Master shall advice the Buyer and ship Owner’s Agent at the port of
discharge, the ship’s ETA 120 hours before her arrival, her name, tonnage, flag, draughts
on board quantities, and actual Time of arrival 48,36,24, and 12 hours before her arrival to
the discharge port.
8.12 The Seller’s Chartered Vessel may arrive at the designated load port with slops in one or
two tanks. It is the sole and exclusive option of the seller to perform LOT (Load On Top)
procedure or keep said amount of slops segregated from the incoming cargo. In the event
of any LOT procedure, seller will arrange that said tanks containing the slops would be
sampled separately.
9.2 Quantity and Quality assessments, conducted by the appointed Surveyor Company, shall be in
accordance with methods and procedures usually used in the oil industry practice, and
however, at all times, shall strictly comply with the revised ASTM/IP International
standards and procedures enforced at the date of compliance.
9.3 For converting volumes, from observed to standard temperature, and volumes to weight, ASTM
tables, latest revised edition, have to be used.
9.4 The assessed quantity will be used for computing the amount to be paid to the seller, applying
the price as per the contract.
9.5 In the event of an inaccuracy with the devices used to measure the quantity received at the
discharge port (failure of flow meters, meter banks and / or other devices) then
manual shore tank measurement shall be applied. If the Surveyor has reason to believe
that the shore tanks are not calibrated in accordance with the ASTM standards and
procedures, then ship’s figures TCV (total calculated volume); applied with a valid V.E.F
(vessel experience factor) shall be used to compute the delivered quantity of the current
batch. In the event that the surveyor report from the loading port do not agree with the
surveyor report from the discharge port (per clause 9.1 herein), the Buyer and Seller shall
appoint an independent Surveyor at the expense of the Buyer
CLAUSE 10 – INSURANCE
10.1 Seller, at his own expense, shall procure a policy with a first class marine insurance
institute to cover the 110% (one hundred and ten percent) 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 discharging port. A copy of the said policy to be submitted to BUYER.
10.2 Marine Insurance will cover all risk, of loss or damage to said cargo, including war,
hijacking, explosion etc. until cargo commences to pass the ship’s manifold flanges at the
discharge port.
12.2 Failure by either party to take against the other, in case of the other party’s non –
compliance with obligation or conditions set forth with this contract, shall not of the same
or other obligations or conditions.
CLAUSE 13 – CLAIMS.
13.1 Any claims that either party may have, due to an occurrence, has to be submitted to the
other party with in a period of two (2) months from the date of that occurrence.
13.2 In the event that the quality of any one of the delivered batches fails to comply with the
contractual specification, then the Buyer shall have the option to accept the said batch at a
lower price being negotiated and accepted by the buyer, prior to the commencement of the
discharge operations.
13.3 If within Thirty - (30) calendar days from date of discharge of vessel, the Buyer fails to
inform the Seller confirming the non – compliance, the commodity will be deemed to have
been accepted by the Buyer, and the Seller will accept no claim.
13.4 All claims will be executed in writing and both parties agree to acknowledge such claims
by written acceptance thereof.
15.2 When such failure, or delay, is caused by force Majeure being any event, occurred by
circumstance reasonably beyond the control of that party, including without prejudice to
generality of the forgoing failure or delay caused by or resulting from Acts of God, strikes,
Fire, Floods, Wars (whether declared/undeclared), riots, destruction of embargoes,
accidents, restrictions, quotas on by any governmental authority (including allocation,
requisitions, quotas and price controls).
15.3 No reduction or suspension in the deliveries or receipt of Fuel Oil due to any of the
reasons set forth above, shall extend the term of this contract or terminate the same.
However, any of the aforementioned circumstance(s) persist for more than thirty (30) days.
15.4 The certificate issued in original by the competent recognized authority should be deemed
as sufficient proof for the claim Force Majeure and duration.
CLAUSE 18 – ARBITRATION
18.1 All disputes arising in connection with the present contract shall be settled in an amicable
way firstly. Should the parties reach no agreement, and then the case shall be brought for
final settlement under the rules of conciliation and arbitration of the international chamber
of commerce in London, England, by one or more arbitrators appointed in accordance with
the said rules.
18.2 Each party shall appoint one arbitrator who in turn will appoint a third arbitrator. Nothing in
the agreement shall be construed to prevent any court having jurisdiction from issuing
injunctions, attachment orders or orders for other similar relief in aid of any arbitration
commenced by the arbitrator(s) may entered in any court having jurisdiction hereof.
18.3 Neither party shall fail to comply in a timely way with the obligations of this part to be
performed in pursuant to this contract even though a dispute may have been arisen and
proceed into arbitration.
18.4 Finding as assessed by the designated third arbitrator, without any possibility of recourse,
will final and binding on both parties.
19.2 The parties hereby agree that all terms, which are not specifically confirmed and agreed
upon in this contract, have to be referred to the general rules of the ICC INCOTERMS
Edition 2000 with latest amendments.
19.4.2 To include but not limited to the Buyer, Seller, their agents, mandates, nominees, assignees,
and all intermediates party to this agreement/contract.
19.4.3 This agreement shall be kept in the strictest confidence between them for at least five (5)
years from the date hereof.
19.4.4 Neither party is entitled to transfer their rights and/or obligations under this contract to a third
party with exceptions of financial agent of the seller/buyer, as it is provided in appendix
no. 3 of the present contract, and except where the third party is an entity whose majority
ownership is the same as the original ownership contract partner. In any case the
transferring party will notify the other party in writing (including telex). After signing the
present contract all previous negotiations and correspondence between the parties in this
connection will be considered null and void. If the seller ceases the contract for any reason
or fails to comply with the conditions thereof, performance bond shall enter into force.
19.5.2 Original quantity and quality certificates plus two (2) copies as issued at loading port by an
independent Surveyor Company SGS.
19.5.3 Original quantity and quality certificates plus (2) copies as issued at discharge port by an
independent Surveyor Company SGS.
19.5.4 Certificate of origin plus two (2) copies countersigned by a local chamber of commerce.
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
19.5.5 Signed commercial invoice based on the delivered quantity/quality as determined by clause
9.4 of this contract.
19.5.6 Full set, (including one original and one copy) of insurance policy for 110% of the invoice
value against all risk additional war risk and making buyer as beneficiary.
19.5.7 Any other documents pertaining or related to the current trip duly signed by the authorized
persons, including certificate of insurance, (1 original plus 3 copies), confirmed original
SGS report at the discharged port, all loading details including loaded quantity, quality,
and B/L date will be faxed directly to the Buyer prompt after completion of loading from
loading port. All documents from the third party accepted by the buyer for full payment to
seller.
20.1.2 Each fifteenth (15th) day of the third (3) month of the current quarter, the next quarterly
delivery schedule shall be agreed upon by parties.
20.1.3 Laycan’s at Buyer‘s designated port(s) to be fixed with three (3) days range.
20.2 LAYTIME
20.2.1 Buyer warrants that Seller’s nominated vessel(s) will be allowed to discharge her cargo
within seventy – two (72) free running hours SHINC plus six (6) hours NOR, and however,
maintaining at the ship’s manifolds an average discharge pressure of not more than ten
(10) kilograms per square centimeter (kg/cm²).
20.2.2 Notice of readiness (N.O.R) shall be given, on ship’s arrival at the buyer’s designated
discharge port(s), by the ship’s master to buyer and /or agent, by radio, cable or by hand,
at any time including Saturdays, Sundays and holidays.
20.2.3 Laytime shall commence upon the expiration of six (6) hours after tender of notice of
readiness, or upon vessel being all – fast in berth, whichever is earlier.
20.3 DEMURRAGES
20.3.1 Demurrages at both load and discharge ports, if any and if not caused by Buyer’s nominated
discharge terminal, will be paid by the Seller to the Buyer at sight, at first and simple
written request. Conversely, if demurrages have been caused by the Buyer’s discharge
terminal, then the corresponding amount shall be borne by the Buyer to be paid
20.3.2 to the Seller at sight, at first and simple written request. Time shall not count against
playtime or if the vessel is on demurrage, or demurrage when spent or load.
20.3.3 Demurrages amount shall be computed at the chartered party rate. For this purpose, seller
shall provide the buyer with a copy of the original charter party.
20.3.5 If the vessel arrives at the discharge terminal ahead of range of days in accordance with
clause 20.1.3, such notice shall only be effective as from 00:01 hours on the first of these
days, unless the discharge terminal begins to discharge the vessel before such time. In
the case of the vessel arriving later than the range of days accepted, the discharge
terminal will use its best efforts to minimize the delay to discharge. However, in such
cases, LAYTIME will only start to count upon the vessel being all – fast in berth.
21.2 Wording of this letter indemnity to be acceptable to the Buyer and shall cease to have
effect upon presentation of the original bills of lading.
21.3 In the event of unusual circumstances, which prevent the seller from presenting to the
Buyer the original bills of lading within a Sixty (60) day period, the seller agrees to provide
the buyer and the buyer agrees to accept a second and subsequent letter of indemnity
covering the cargo batch in question.
22.2 The Buyer/Seller, express indicating thereon the assignee’s address. The assigning party
must have written permission from the assigned party approving the new partner.
CLAUSE 23 – GENERAL
23.1 This agreement contains the entire understanding between the parties with respect to the
transactions contemplated hereby and can only be amended by a written agreement. Any
prior agreement, written or verbal is deemed merged herein and shall be superseded by
this agreement.
23.2 This agreement maybe executed simultaneously in two (2) or more counterparts, each of
which shall be deemed to be an original.
23.3 The article and other headings in this agreement are for convenience only and shall not be
interpreted in any way to limit or change the subject matter of this agreement.
23.4 All signed appendices, annexes and supplements shall constitute an integral part of the
present contract.
23.5 With the exception of cases specifically mention in the present contract, neither party may
be held liable for indirect limited losses resulting from non – performance of the obligations
hereunder.
23.6 Conditions that have not been specified in the present contract shall be governed by
INCOTERMS and subsequent amendments related to FOB basis to discharge ports.
23.7 EDT (Electronic document transmission) shall be deemed to be valid and enforceable
in respect of the provisions of this contract. Either party shall be in a position request a
hard copy of any previous electronic transmitted document.
23.8 Both parties agree that the signed and sealed EDT copies of the contract are fully binding
and enforceable until the hard copy of contract will be exchanged courier.
23.9 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.
23.11 Should there be any discrepancy between English statements against any other form of
statement, English statement shall prevail. .
23.12 Commission/fees: The Seller is responsible for this Commission and Fees payable that
theyhave signed and agreed in writing as in Irrevocable Master Fee Protection Agreement
( IMFPA ) between the Seller’s and Buyer’s Agents ( Mandate Company, Intermediaries
and Individual Persons ), . The Seller is committed to relieve the other parties from all
such demand or claim of any other third party.
Beneficiary Name
Account Name
Bank Name
Bank Address
Account No.
ABA ROUTING #
SWIFT#
Bank Officer
Bank Telephone /Fax
BANK NAME
BANK ADDRESS
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER
TELEPHONE NUMBER
FAX NUMBER
SWIFT CODE
CLAUSE 27 – CONCLUSION
This sales and purchase agreement is compiled in EIGHT (8) ANNEXES, with each party retaining
four (4) originals. Until the exchange of originals, the parties agree the signed stamped copies of
the agreement will be in full force and effect. Parties hereby confirm and accepted that the contract
sent by facsimile or by any similar programs EDT (Electronic Documents Transmissions) shall
be legal and binding.
ANNEX No B
Proposed Shipping / Lifting Schedule
“AVIATION KEROSENE COLONIAL GRADE 54”This Delivery – Shipping / lifting Schedule
is to become an integral part of this contract before it is effective. Provided however, the parties
may sign the contract and establish a shipping schedule as an integral part of this contract by
mutual written agreement. BUYER will have the option to change the designated discharge port,
provided that written notice is given to the SELLER at least thirty (30) calendar days prior to the
ship’s ETA at the former nominated and scheduled discharge port. BUYER to provide destination
by month.
1st YEAR
SHIPMENT FREQUENCY QUANTITY IN C.I.F. DISCHARGING AGGREGATE QTY.
NUMBER MONTH BBLS/SHIPMENT PORT IN BBLS
PSC001 Oct, 2012. 10,000.000 CIF 10,000.000
PSC002 Nov, 2012 10,000.000 CIF 10,000.000
PSC003 Dec, 2012 10,000.000 CIF 10,000.000
PSC004 Jan, 2013 10,000.000 CIF 10,000.000
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
Total Quantity120,000,000 bls for Twelve (12) Calendar months +/- 5%.10,000,000 bls per Months
+/- 5% (Twelve Million Metric Tons for Twelve Months). Delivery from date: Oct, 2012 – Sept,
2013.
________________________________________________________________________
________________________________________________________________________
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
AMOUNT: ______________________________________________________________
________________________________________________________________________
____________________________________________(US Dollars ______________ only)
3D/ PERCENTAGE CREDIT AMOUNT TOLERANCE 05/05
4A/ AVAILABLE WITH UK CONFIRMING BANK BY ACCEPTANCE
4B/ DRAFT AT SIGHT FROM DATE OF B/L
4C/ DRAWEE
4D/ PARTIAL SHIPMENTS ALLOWED
4E/ TRANSHIPMENT ALLOWED
4F/ ON BOARD/DISP/TAKING CHARGE _____________________________________
4G/ FOR TRANSPORTATION TO ____________________________________________
DUCUMENTS REQUIRED:
A full set of 3/3 originals plus 3 N/N copies of ocean bill of lading made out “clean
on board”, marked “freight prepaid”. The B/L to be signed in original by the ship’s
master and issued or endorsed to the order or to the buyer showing destination,
identification of the loaded cargo with quantity expressed in metric tons. Original
Any other documents pertaining or related to the current trip, duly signed by the
authorized persons.
Original quantity and quality certificates plus three (3) copies as issued at port of
discharge by an independent surveyor company, according to the ASTM
procedures on completion of the loading operations.
Original cargo insurance policy, covering “All Risks”, issued by first class insurance
company acceptable to buyer.
6A/ ADDITIONAL CONDITIONS
All draft(s) and document(s) to be made in English quoting this LC number and
date of LC.
Third party documents acceptable.
Confirming bank:___________________________________________
Confirming fee is for account of the Beneficiary of this LC.
6B/ CHARGES
All bank charges (including all confirming assigning, transferring, advising, negotiating charges etc.)
are for account of the Beneficiary, except UK advising bank discrepancy charges on
beneficiary documents. These are for the beneficiary’s account.
7/ PERIOD FOR PRESENTATION: within 30 days after the date(s) of shipment(s) but within
the validity of the credit.
8/ CONFIRMATION INSTRUCTIONS
CONFIRM
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
TOTAL DLC VALUE I.E. USD COVER DUE FULFILLMENT OF HIS OBLIGATIONS
RESULTING FROM THE ABOVE CONTRACT.
IN CONSIDERATION OF THE AFORESAID, WE
_______________________________________________ HEREBY IRREVOCABLY
UNDERTAKE TO PAY _____________________________________________________
WITHOUT DELAY ANY SUM OR TOTALITY SUMS UP TO THE MAXIMUM OF
USD____________________________
_______________________________________________________________________________
___ (IN WORDS:) UPON RECEIPT OF YOUR FIRST DEMAND IN WRITING WHEREIN YOU
DECLARE SIMULTANEOUSLY THAT THE CONTRACTOR / SELLER FAILED TO MEET HIS
CONTRACTUAL OBLIGATIONS.
OUR LIABILITY UNDER THIS GUARANTEE WILL EXPIRE UPON RECEIPT OF THE
BUYER’S WRITTEN DECLARATION THAT THE CONTRACT / SELLER HAS FULFILLED ALL ITS
OBLIGATIONS UNDER THE CONTRACT, BUT WHATSOEVER THE LATEST VALIDITY DATE
OF THIS GUARANTEE IS NOT LATER THAN ____________________________
_______________________________________________________________________________
___.
THIS GUARANTEE IS ISSUED IN ENGLISH. IN CASE OF INCONSISTENCY, THE
ENGLISH TEXT SHALL PREVAIL.
THIS GUARANTEE IS NOT TRANSFERABLE AND IN THE BUYER’S FAVOR ONLY.
Each principal party agrees to indemnify and holds harmless all other parties and their
transactions, intermediaries, financial sponsors, lenders, insurance companies, guarantors,
borrowers, principals, clients, joint venture partners, stock share owners, business associates,
officers, employees and assigns against all claims, demands, liabilities, causes or actions and
expenses, including attorney fees and court cost incurred, relating to, arising out of or in connection
with that party’s negligence, omission, misrepresentation, malfeasance, fraud, breach of contract,
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
This agreement is subject to the economic and industrial espionage law of the international
economic community. Any disclosure not authorized herein or under applicable law of the names,
identities, bank coordinates or other key information regarding such transactions, or any of the
details thereof, maybe deemed to be a felony, making the violator subject to criminal prosecution.
Each party affirms that he or she reads the English language and understands the wording
and content of this agreement, and hereby represents and warrants that he or she or it has the full
legal, corporate, trust and / or individual authority necessary to enter into this agreement, and is
doing so with the intent to be legally bound hereby and to bind any involved entity via the applicable
SELLER INITIAL: MS,PETROVNA.S. BUYER INITIAL:
PARTIAL INVALIDITY:
The illegality, invalidity, or non – enforceability provision of this document under the laws of any
jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction
or provision.
ARBITRATION:
All the parties agree to refer any disputes between the parties arising out of, or in connection
with this agreement, including any questions regarding its existence, validity or termination to
arbitration in accordance with the arbitration rules of the international arbitration center (I.A.C.). The
appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of
I.A.C. shall apply.
All arbitration proceedings shall be conducted in English Language. The tribunal shall
consist of one (1) arbitrator to be appointed by the President of the (I.A.C.).
The arbitrator shall have the authority to render his award on the basis of equity principles
consistent with the explicit terms of this agreement. Such awards shall include a decision binding
upon the parties, directing them to take or refrain from taking specific action with respect to the
matter in dispute or disagreement.
Any award and decision taken by the Arbitrator shall be final and binding on all parties and
the parties hereby exclude any right of application or appeal to any court in connection with any
question of law arising in the course of arbitration or in respect of any award made. All parties shall
accept all decisions of the tribunal as being final and binding.
This agreement is issued, agreed and accepted by the Seller and the Buyer and shall
become effective immediately from the date of signing hereof by all contracting parties, shall be
effective retroactively from the time of initial contact and shall remain in effect for a period of five (5)
years from the date of signing, and will automatically renew itself thereafter from year to year,
unless terminated by mutual, written consent.
The parties hereby agree, to respect the mentioned “Sales and Purchase Agreement”
accepted, signed and sealed as below on date: 4th,Sept,2012.
<<BUYER>> <<SELLER>>
NOTE: contracted parties hereby confirm, that signed, sealed, present sale and purchase
agreement, of “AVIATION KEROSENE COLONIAL GRADE 54’’ signed date 4th,Sept,2013.
exchanged by e- mail, are full force and effect, legal binding accepted enforceable as original
Parties are full responsibility, under penalty of perjury to perform sales and purchases agreement
conditions.