Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX Date: 1 XXXXXXXXXXXXXXX SALES AND PURCHASE AGREEMENT Between Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXX Referred to as “SUPPLIER” And Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX Referred to as “BUYER” TRANSACTION CODE: EFH/OIPM/xxxxxxxxxxxxxxxxx SUPPLIER CODE: BUYER CODE: xxxxxxxxxxxxxxxxxxxxxx This Agreement entered into by and between: SALES AND PURCHASE AGREEMENT EFH/OIPM/ XXXXXXXXXXX REF: XXXXXXXXXXXX
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Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX
Date:
1
XXXXXXXXXXXXXXX
SALES AND PURCHASE AGREEMENT
Between
Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXX
Referred to as “SUPPLIER”
And
Represented by: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Referred to as “BUYER”
TRANSACTION CODE: EFH/OIPM/xxxxxxxxxxxxxxxxx
SUPPLIER CODE: BUYER CODE:
xxxxxxxxxxxxxxxxxxxxxx
This Agreement entered into by and between:
SALES AND PURCHASE AGREEMENT
EFH/OIPM/ XXXXXXXXXXX
REF: XXXXXXXXXXXX
Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX
Date:
2 XXXXXXXXas OIL PRODUCT MANAGER Mrs.XXXXXXXX (hereinafter referred to as “Supplier”).
And
XXXXXXXXXXX legal represented by Dr.XXXXXXX (MANAGING DIRECTOR) (hereinafter referred to as
“Buyer”).
Whereas, the parties mutually accepted to refer to General Terms and Definitions, as set out by the INCOTERM
Edition 2010 with latest amendments, having the following terminology fully understood and accepted
DEFINITIONS:
Metric Ton: A measure of weight equivalent to one thousand kilograms (1,000 kg)
Commodity: Commodity: Is referred to as being “xxxxxxxxxx”, elsewhere in this Agreement
also referred to as “product or “xxxxxxxxxxxxxxx”, which specification is
detailed in the Annex “A” which is an integral part of this Agreement.
Days: Means a calendar day, unless differently specified
Month: Means a Gregorian calendar month
Calendar quarter: Period of three (3) consecutive months commencing on 1st January, 1
st April, 1
st
July or 1st October
ASTM: American Society for Testing and Materials, is the institute, internationally
Recognized, that approved all standards, Testes and procedures used in Oil
Industry and to be referred in this agreement to the latest revised edition with
amendment in forces to date.
Outturn: Is the quantity and quality of the product ascertained, according to the ASTM
procedures, on completion of the discharge operations. The so determined
outturn quantity and quality is the base on which the amount will be computed
for the payment of the product effectively delivered to the Buyer.
Bill Of Lading : Is the official document, issued at the load port after completion of the loading
operations, stating the ship’s loaded quantity, expressed in Cubic Meters (Cub
Meters) and in Metric Ton (MT) expressed as per above definitions. This
document has to be signed in original by the ship’s Master and made out in
accordance with the instruction hereinafter specified in this agreement.
Discharge Terminal: Is a safe port / berth designated by The Buyer as final receiving destination.
C.I.F.: Cost Insurance and Freight is strictly referred to in the interpretation defined
by the INCOTERMS Edition 2013 with latest Amendment.
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 he Buyer’s designated discharge terminal
facilities.
Execution Date: Is the date of this day, in which the Seller will receive undersigned by Buyer
Hard Copy return. The Seller informs per fax about this date the Buyer.
Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX
Date:
3
Proof of Product`: Document issued by authority entity and should be confirmed with
responsibility.
Country of Origin: Russia
CLAUSE 1 – SCOPE OF CONTRACT
1.1 Supplier and Buyer, under full corporate authority and responsibility, respectively represent that one
part is a lawful owner of the commodity in quantity and quality as hereunder specified, and the other has
the full capability to purchase the said commodity.
CLAUSE 2 – COMMODITY
2.1 xxxxxxxxxxxxxxxx, having the contractual minimum guaranteed specifications as per Annex “1”
herewith attached as integral part of this agreement.
CLAUSE 3 – QUANTITY
3.1 The total contractual quantity of the commodity sold, and purchased under this agreement
xxxxxxxxxxxxx METRIC TONS (xxxxxxxx MT) per year, xxxxxxxxxxxxxx(xxxxxxxxxx MT) per month
in a basics 12 (Twelve) months contract, with a variation plus / minus (5%) five percent at Supplier’s
option, with rollover and extensions, specified quantity is equivalent to one month’s supply to be repeated
for xxxxxxxxxxxxx METRIC TONS (xxxxxxxxxxx MT) each month – Delivery as per “Delivery Schedule
of the Goods” Annex “2”.
3.2 Supplier and Buyer hereby agree to deliver and accept the above quantity in partial shipments, with
reference to provisions set out in Clause 9.
3.3 That the contract quantity of xxxxxxxxxxxMETRIC TONS (xxxxxxxx MT) per year, xxxxxxxxxx
METRIC TONS (xxxxxxxxx MT) per month, shall be delivered in accordance with the “Delivery
Schedule of the Goods” Annex “2”.
3.4 The first date Delivery will be mutually agreed by the Supplier and Buyer and the subsequently will
follow the “Delivery Schedule of the Goods” Annex “2”.
3.5 That the validity of the allocation assignment, as reported in the above clauses 3.1 and 3.2 is subject to the
acceptance by the Supplier of the Buyer’s financial instrument (MT 103 Conditional).
CLAUSE 4 – TIME PERIOD
4.1 Consecutive calendaring months under the following terms and conditions.
4.2 The delivery shall take place immediately under the following conditions: In the working time the
product will be supply in about 5 – 7 working days upon the acceptance of the buyer’s financial
instrument (MT 103 Conditional) but in a case of force majeure the product will be supply in a
maximum time of 20 – 45 days.
4.3 The time period shall commence to count from the date on which the nominated international Surveyor
Company has ascertained the quantity and quality of the first batch Loaded at the Seller’s designated
Load terminal facilities.
Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX
Date:
4 4.4 The time period for the conclusion of each monthly supply shall terminate once the final batch of the
current monthly lot has been assessed at the Buyer’s designated discharge port. However, 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 load, the Supplier guarantees that the quality of the product sold will conform
to the guaranteed specifications as reported on Annex “1” which constitutes an integral part of this
agreement.
CLAUSE 6 – PRICE
6.1 The price shall be fixed throughout the one year contract at Net xxxx USD per MT Gross xxx USD$ per
MT CIF xxxxxxxxxxxxxxxxx
6.2 The Buyer undertakes to nominate the discharge port(s) the above.
6.3 The price referred as the agreement to be paid in Unite State Dollars (USD).
CLAUSE 7 – PAYMENT & BANKING.
1. Buyer issues ICPO with full contact and bank details.
2. Supplier issues draft CONTRACT AND PROFORMA INVOICE for negotiation. Buyer and seller sign
and seal after mutual agreement. (The contract and the invoice signed and sealed are sent to the banks).
3. Upon de signature of the FINAL CONTRACT AND THE PROFOMA INVOICE with transaction code
reference number, Buyer's Bank issue for each cargo one MT 103 with CONDITION (to check and verify
the documents and the product, including the Dip Test Authorization) and REVOLVING. Send via Swift
to the supplier’s bank, with copy to supplier’s secure E-mail address at XXXXXXXXXXXXXwith the
copy stamped on top of the Swift page or Bank Letter headed paper with the same coordinates as the
Swift document.
4. Upon confirmation of the MT 103 CONDITIONAL the Supplier Issue immediate the following:
Supplier deposit 2% PB.
All the documents regarding to the product at following:
a) The Dip Test Authorization, tank storage, receipt and survey report made by SGS or IASC
b) Tanker Ullage report at loading port, with time log and Shipmaster report.
c) Certificate of Origin, countersigned by a local Chamber of Commerce.
d) Notice of readiness (NOR) lodged by Shipmaster at loading port, countersigned for acceptance
by terminal’s representative.
e) Signed commercial invoice, based on the delivered quantity/quality, showing name of vessel date
of completion, loading quantity and state of delivery.
f) Master sample receipt at loading port.
g) Any other documents pertaining or related to the current trip, duly by the authorized Buyer’s
persons.
h) Certificate of Insurance Coverage with payment confirmation issued by Insurance Company.
i) Plus all the documents that may be require by the buyer.
POP Documents
Buyer:XXXXXXXXXXXXXXX Supplier: XXXXXXXXXXXXXXX
Date:
5 Copy of license to export issued by the Ministry of Energy.
Copy of registration with Ministry of Justice -Export Duty Control.
Copy of statement of allotment availability of the product by the refinery.
Copy of the refinery commitment to produce the product.
Copy contract to transport the Product to the Port.
Copy of the Port Storage agreement.
Copy of the charter party agreement(S) to transport the product to the discharge port.
Assignment of ownership documents.
Seller issues SGS Q/Q certification, Tank Storage Receipts and Dip Test etc.
5. Buyer will receive within a short time, all relevant documents of the POP after the confirmation of the
Conditional MT103/23, Once the buyer has received all the documents, he has 5 (five) banking days to
check and verify the product and all the documents (Including the DIP test).
6. Once the DIP TEST is done successfully, the supplier issues COMMERCIAL INVOICE to the buyer.
When the Buyer approves all the documents the product will be loaded into the vessel. Buyer receive the
Charter Party agreement with the shipping company, the insurance (110% of the value of the product)
and the Q88 of the vessel.
7. Supplier issues Bill of lading within 24 hours upon completion of vessel loading.
8. After the vessel is completely loaded and before the vessel undocks the port, Buyer instructs his bank to
release the payment (the MT103/23). The title is issued to the name of the buyer.
CLAUSE 8 – COPY (VERBIAGE MT 103 CONDITIONAL AND REVOLVING)