Sales and Purchase Agreement Ultra-Low Sulphur Di 6
Sales and Purchase Agreement Ultra-Low Sulphur Di 6
Sales and Purchase Agreement Ultra-Low Sulphur Di 6
Agreement Ultra-Low
Sulphur Diesel (En59…
10Ppm)
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004672311 6076
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CONTRACT NO
TRANSACTION CODE
форматы
: IM EN590/1202/IM001
: IM EN590/IM12001
DATE: Febuary7th, 2023
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SALES AND PURCHASE AGREEMENT
SULPHUR DIESEL (EN590 10PPM)
CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DELIVERY TERMS : CIF: CIF TO PORTO ROMANO, DURESS, ALBANIA,
ORIGIN : Kazakhstan
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PRODUCT : ULTRA-LOW SULPHUR DIESEL (EN590 10PPM)
TOTAL QUANTITY : 200,000 MT TRIAL FIRST SHIPMENT, 200,000 MT MONTHLY X 11 MONTHS WITH R&E
PRICE BASIS : GROSS PRICE $590
FEES : $ 10 AS PER NCNDA/IMFPA
DATE OF ISSUE : February 7th, 2023
EXPIRATION DAT : February 11th, 2023 , 2022 (IF NOT SIGNED AND RETURNED BY BUYER)
This Agreement, made as of the 7 th Day of February 2023 by and between:
THE SELLER:
Эл. почта
1. General Information
Company Name IM INTERNATIONAL SAL
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1803201 OR ASSIGNS
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
language)
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
WHEREAS, the Pares mutually desire to execute this Contract, which shall be binding upon and inure to the benet of the
Pares, their legal representaves, Successors and Assignees, in accordance with the jurisdiconal law of the negoated and fully
executed Contract with terms and provisions hereunder agreed upon.
WHEREAS, SELLER and BUYER, under full corporate or trust authority and responsibility, respecvely represent to each other on
the date hereof that the Seller is the lawful owner of the Commodity, in the quanty and quality hereunder specied, and the
Buyer has the full capability to purchase the said Commodity.
DEFINITIONS
WHEREAS the pares mutually accept to refer to the General Terms and Denions, as set out by the INCOTERMS Edion 2010
with latest amendments, having the following terminology fully understood and accepted:
US METRIC TONS
Is the unit of volume measured at temperature of 60 degrees Fahrenheit and equal to 42 US MT.
MT
A measure of weight equivalent to one-thousand kilogram mass (1.000 kg) or one thousand one hundred and eighty liters volume
(1,180 liters).
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
Commodity
Is referred to as being EN590 10PPM as per ANNEX “A”, may elsewhere in this agreement also be referred to as “Product” which
Specicaons are detailed in the ANNEX “A”, which is an integral part of the Contract.
ORIGIN : KAZAKHSTAN
BANKING DAY : MEANS ANY DAY BANKS ARE OPEN FOR BUSINESS IN THE UNITED STATES.
QUARTER : THE 1ST JANUARY, 1ST APRIL, 1ST JULY, 1ST SEPTEMBER, 1ST OCTOBER,1S NOVEMBER, OR 1ST DECEMBER.
ASTM
American Society for Tesng and Materials (“ASTM”) is the instute internaonally recognized that approves all standards, tests
and procedures used in the Oil Industry and to be referred in this agreement to the latest revised edion with amendments in
force to date.
Out-turn
the quanty and quality of the product ascertained by the internaonal Independent Laboratory at the loading port, according to
the ASTM procedures, on compleon of the loading operaons. The so determined out-turned quanty and quality is the basis on
which the amount will be computed for the payment of the product eecvely delivered to the Buyer.
Bill of Lading
is the ocial document, issued at the load port aer compleon of the loading operaons, stang the ship’s loaded quanty
expressed in Metric Tons (MT) expressed as per the above denions. This document has to be signed in original by the ship’s
Master and made out in accordance without the instrucon hereinaer specied in this agreement.
CIF
Cost Insurance & Freight
Discharge Port
CIF: PORTO ROMANO, DURESS, ALBANIA
Pla’s
Pla’s Below Internaonal Market Scan Quotaon for EN590 10PPM for European Pla’s is the internaonally recognized and
accepted organizaon, which publishes Pla’s European Market Scan ocial market scans.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
Market Disrupon
Means that:
A. Pla’s fails to announce or publish informaon necessary for determining the price index;
B. The failure of trading to commence or permanent disconnuaon or material suspension of trading in the relevant
commodity or market acng as the price index;
C. The temporary or permanent or disconnuance or unavailability of the price index;
D. The temporary or permanent closing of any exchange acng as the price index; or
E. A material changes in the formula for or the method of determining the price index.
Surveyor
SGS-Societe-Generale de Surveillance, or any internaonally recognized independent laboratory.
1.2 The Shipment Value Amount per month: US $29,500,000 FOR 50,000 MT. US $118,000,000 FOR 200,000 MT
CLAUSE 2 – COMMODITY:
2.1 En590 10 ppm as per ANNEX “1”, and having the contractual minimum Guaranteed Specicaons as per the ocial
standard herewith aached as an integral part of this Contract.
CLAUSE 3 – QUANTITY:
3.1 The total contractual quanty of the Commodity sold and purchased under this Spot quanty of 50,000 MT, plus 2,200,000
MT.
CLAUSE 4 – DELIVERY:
4 PORTO ROMANO, DURESS, ALBANIA, The date of cargo assessment, as reported in the Bill of Lading, is considered as the
date of Purchase /delivery.
4.1 First vessel – minimum Quanty MT lot of 50,000 MT be ships in ___ banking days aer Buyer’s bank nancial
instrument accepted by Seller/Seller’s bank. Date of delivery is the date of Bills of lading.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
CLAUSE 5 -TERMS:
5.1 Contract purchase may be up to 2,250,000 MT -/+5 % tolerance, CIF PORTO ROMANO, DURESS, ALBANIA PORT under
INCOTERM 2010 with latest edion.
CLAUSE 6 - PRICE:
6.2 Price Fixed USD 590.00 GROSS,
The Buyer undertakes to nominate a delivery port(s) PORTO ROMANO, DURESS, ALBANIA
Both Pares agree to set the price by using the above Unit price, the price is CIF US $ 590.00 gross per MT, $10 commission
via seller side.
Seller and Buyer note that present contract came into existence with the help of intermediates, so commission must be
paid.
All the Commission will be paid by Seller by a separate contract, which is indispensable part of the main contract acc. to ICC
500,600.
The Master Fee Protecon Agreements are an integral part of the Agreement.
CLAUSE 7 - PAYMENT:
7.2 All banking charges of all kind shall be paid the pares in their own bank.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
CLAUSE 8 - PROCEDURES:
2. Seller issues FCO to buyer for signing and returns with a leer of acceptance starng to adhere to seller’s
transacon terms and procedure
3. Seller issues dra contracts (SPA) open for an amendment to buyer for review and signing and return to seller
in word format and pdf within 5 working days
4. Seller reviews and countersigns the dra contract (SPA), converts to PDF and sends a copy to buyer with a
guarantee leer to supply
5. Seller submits signed contract (SPA)to the government authories in charge for registraon, legalizaon
and notarizaon at seller’s expense
6. Seller sends to buyer the below listed so performance guarantee POP documents
c. Cercate of Origin
d. Product passport
7. Buyer issues payment instrument via SBLC-BG SWIFT mt760 or DLC swi MT700 for the rst shipment total
product value to the seller’s duciary bank coordinate in a format acceptable to seller/seller’s bank within 7 banking
days of buyer receiving the so performance guarantee POP documents to enable the seller to commence trans-
loading of product with the shipping company. Note: should buyer fails to issue the payment instrument within 7
banking days, alternavely within 72 hrs buyers pays $600,000.00 USD or equivalent in EURO /RMB via MT103/TT or
to the Buyer´s bank or notary deposit in favor of the Seller, as a provisional guaranteed performance and the said
amount will be deducted from the rst shipment total product value, or both, Buyer and Seller they will conclude a
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
separate agreement, on the basis of which the Buyer will pay the logiscs costs for transport to the place of
unloading. Payment will be made based on the Seller's invoice with an aached copy of the logiscs company's
invoice and exclusively to the logiscs company's account. This amount will then be deducted from the nal invoice
aer performing the Dip Test at the discharging port.
8. Within 5 banking days of seller’s duciary bank receiving buyer’s bank payment instrument, the seller’s
duciary bank issues 2%PB to the buyer’s bank (Please note :2%PB will not be issued by the seller for alternave
provisional guaranteed performance payment of $600,000.00USD).
9. Seller commence loading of the product within 7 days and issues full POP/Shipping documents with the
legalized contract (SPA)to buyer via bank to bank and scanned copies via email; buyer shall nofy the seller by
ocial wrien noce of his bank receiving seller’s full POP/Shipping documents
10. Shipment commences as scheduled in the signed contract (SPA) and upon arrival of the product tanker at the
discharge port ,seller discharges the product into buyer’s storage facilies and buyer’s inspecon team carry out
SGS/CIQ OR Equivalent inspecon to ascertain quality and quanty of the product.
11. Upon successful SGS/CIQ Inspecon by the buyer’s team, the buyer pays for the total product value via
MT103/TT.
The quality and the weight of the products shall be ascertained and cered by SGS at Seller’s cost in the loading port.
9.1 Seller shall hire an internaonally recognized rst class independent inspecon/surveying company, approved by Buyer
and approved by Government governing the Port of Loading, if required, to inspect the ordered allocaon being loaded
onto Vessels at the Port of Loading, and Buyer shall appoint an internaonally recognized rst class independent
internaonal inspecon/surveying company aer tle transfer and physical possession to assess and cerfy the quality
and quanty of the stored product/cargo according to the provisions herein stated.
9.2 Quanty and quality assessments, conducted by the appointed Internaonal Survey Company, shall be in accordance
with methods and procedures usually used in the oil industry pracce, and however, always, shall strictly comply with
the revised ASTM Internaonal Standards and Procedures applicable at the date of inspecon.
9.3 For converng volumes, from observed to standard temperature, and volume measures to weight, ASTM tables, latest
revised edion, must be used.
9.4 Results of the Surveyor’s assessment at the unloading terminal, absent fraud or manifest error, shall be nal and binding
on the Pares.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
9.5 The quanty and quality of each shipment of oil shall be assessed by the Surveyor at the loading port on compleon of
each loading operaon based on shore and ship gures, or as otherwise spulated by Clause 3 of this contract. This
assessed quanty will be used for compung the amount to be paid to the Seller, applying the price as per clause 6.1 of
this contract. The formula to compute the value of each single batch is as follows:
BV=P x Q Where:
BV: denotes the value of the full contract batch
Q: denotes the quanty in Barrels of the single batch
P: denotes the price as per clause 6.1 above
9.6 In the event of there being an inaccuracy with devices used to measure the Quanty and Quality received at the loading
port (failure of ow meters, meter banks and/or other devices) then, manual shore tank measurement shall be applied.
Should the Surveyor’s report that the above is the case, and in his opinion the shore tanks are ship gures: TCV (Total
Calculated Volume), applied a valid V.E.F. (Vessel Experience Factor), shall be used to compute the delivered quanty of
the current batch and the allowable loss on every shipment caused by the above said case is not more than 0.5% from
the total quanty of every shipment.
9.7 At its own expense, each Party to this contract may have a representave present to witness all measurements and tests
while Party holds tle to the goods.
9.8.1 During loading of the tanker arbitraon samples are to be taken from the auto sampler or ow meter. Sampling should
be performed according to standard procedures currently accepted at the port of loading. Samples thus taken shall be
Thoroughly mixed, put into labeled boles and sealed. Similarly, for pipelines, samples shall be taken before loaded into
the pipelines, and surveyor/inspector shall take samples once product is being loaded into Buyer’s storage/vessel.
9.8.2 One part of samples lled into properly labeled boles and sealed by Seller or its appointed representave is to be
placed on board the tanker under the care of the Captain for delivery to the Buyer or its appointed representave at the
unloading terminal.
9.8.3 The samples taken shall be considered as the only samples for arbitraon. If loading was made under the observance of
the Surveyor, samples taken by the Surveyor shall be considered as arbitraon samples.
9.8.4 Both pares shall keep these samples for the duraon of this Contract, and, in case of claims, unl moment of
selement or complete resoluon.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
CLAUSE 10 - INSURANCE:
10.1 The Seller’s Product is covered under Seller’s Insurance Policy, which covers all risks of loss or damage to said cargo, including
war, hijacking, explosion etc. from the me the cargo has passed the renery’s pipeline center unl arrival to the
Discharge (Loading) Port, and covers all product in Seller’s storage tanks, reneries, and pipeline transportaon.
CLAUSE 11 - CLAIMS:
11.1 Any claims that either party may have, due to an occurrence, must be submied in wring to the other party within a
period of 8 (eight) days from the date of that occurrence.
11.2 In the event that the quality of any one of the batches fails to comply with the contractual specicaons, then the Buyer
shall have the opon to accept the said batch at a lower price being negoate and accepted by the Buyer.
11.3 If within eight (8) calendar days from date of Purchase, if the Buyer fails to inform the Seller conrming the non-
compliance, then the commodity is considered accepted by the Buyer, and the Seller will accept no claim.
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CONTRACT NO : IM EN590/1202/IM001
TRANSACTION CODE : IM EN590/IM12001
DATE: Febuary7th, 2023
carriers due to break down or adverse weather, perils of embargoes, accidents, restricons imposed on by any
Governmental Authority (including allocaons, Requisions, quotas and price controls)
13.3 The cercate issued in original by the competent recognized authority shall be deemed as-proof for the claim force
majored and this duraon.
15.2 Each Party shall appoint one arbitrator, nothing in the agreement shall be construed to prevent any Court having
jurisdicon from issuing injuncons, aachment orders or orders for other similar relief in aid of any arbitraon
commenced (or to be commenced) pursuant to the Secon. Judgment upon the award rendered by the Arbitrator(s)
could be entered in the Court having jurisdicon hereof.
15.3 Neither party shall fail to comply in a mely way with the obligaons of this part to be performed in a pursuance to this
contract although a dispute has arisen and proceeded to arbitraon.
15.4 Findings as assessed by the designated third arbitrator, without any possibility of recourse, will be nal and binding on
both pares.
16.1 Each of the Pares warrants that it has exerted and shall connue to exert its reasonable commercial eorts to avoid any
acon, which might be detrimental to the other Party’s interest in the negoaon, execuon and performance of this
Contract.
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