NNPC尼日利亚轻质原油购销合同

JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsSALES / PURCHASE AGREEMENT/CONTRACT"BONNY LIGHT CRUDE OIL” ONSHORE TANK FARM DELIVERYBuyer’s Ref:Seller 's Ref:NNPC/OHRE/008AThis Contract agreement is entered into this day 14TH APRIL 2017BETWEENNNPC/SHELL JV OPSestablished under the laws of Federal Republic Nigeria which is hereinafter known as “The Seller”, (which statement shall, where the context so admits include its successor in title and assignees of the second part.)AND( ) hereinafter known as “The Buyer”, (which statement shall, where the context so admits include its successor in title and assignees of the second part.)PROMISES.Whereas the Seller with full authority, hereby agrees to supply and deliver the herein under mentioned crude oil and fulfill all the requirements referred to herein and shall provide the referenced crude under the conditions and at the times so agreed by the two (2) parties hereto.Whereas the Buyer hereby agrees to fulfill the requirements as referred to herein and shall purchase, pay and take delivery for all shipments of full cargo of commodityJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials“Nigerian Crude Oil” described below and under the terms and conditions hereun der, at the time so agreed by the two (2) parties hereto:TRANSACTION.Now it is hereby agreed that the seller shall sell and the buyer shall purchase the product as stated, under the following terms and conditions:1). PRODUCT / ORIGIN AND QUALITY .1.1. The product sold / purchased under this contract is Bonny Light Crude Oil.1.2. Origin - Nigeria.The quality or grade of crude oil under this contract shall conform to NNPC Specifications, as follows:Specifications/Report of test analysis.Specific Gravity at 150C, kg/lASTMD1298/P 160 0.8597 API at 60 Degrees F.ASTM Table 51 33 - 37 SalinityASTMD 4006/1P 358 4.7P .T.B@60Degrees FBS & W Content (Vol. %)ASTMD473/1P 53 0.25 Average. Pour Point Degrees FASTMD 97/1P 15 +/-45 Degrees. F Sulfur % wtASTMD 0.142). DELIVERY QUANTITY .2.1. The total quantity of crude oil sold / purchased under this contract is4 million barrels .JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials3). DELIVERY3.1. The delivery basis for the cargo sold under this contract shall beBLCOin tank farm in Qingdao bonded zoneCIF (Incoterms latest revision) ASWPin Buyer’s option.4). QUANTITIES AND QUALITY DETERMINATION/INSPECTION.4.1. An Inspection company SGS/Saybolt/CIQ will conduct the Quantity &Quality of the cargo at buyer delivery safe port of discharge to ensure the quality and quantity of the cargo.5). CIF TANK FARM.5.1. The Buyer expressly confirms that he will take delivery of the subject cargo in China. The seller expressly confirms his ability to deliver the subjected cargo to buyer’s nominated safe ports6). DEMURRAGE.6.1.All demurrage charges at the loading port are for the Seller's account if caused by the seller vice visa.7). PRICE.7.1.Gross discount off Dated Brent per barrel $3.00 and $2.00 net to buyer,Seller’s mandate and Facilitatorscommission $1.00 per barrelBuyer’s mandate and facilitators commission $1.00 per barrel7.2. The Brent quotations shall be the three (3) consecutive mean quotations centered on the CIQ Test date.7.3.. If CIQ Test date falls on a Saturday or holiday or a non-publishing day the effective date for pricing purpose shall be the following business day.JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials7.4.. The price perbarrel shall escalate or de-escalate by USD 0.0012 per one tenth (1/10) of each API degree above or below API 33 to 37 at 60 Deg. F.8). TERMS OF PAYMENT.8.1. Immediately upon the Q&Q at the Buyer safe port, Payment will be made by a Swift Bank Transfer to the Sellers bank by Buyers prime bank in US Dollars. Payment shall be made and effected at sight for this shipment in net cash in US Dollars by SWIFT telegraphic WIRE transfer without deduction, off-set or counterclaim, latest three (3) banking days after CIQ TestDate.8.2. The payment will be made at sight upon presentation to the buyer’s bank, one original and three copies of the following documents:(a) Original bill of lading plus (3) non-negotiable copies.(b) Original Commercial Invoices plus (3) non-negotiable copies. (c) Certificate of Quality (SGS/Saybolt/CIQ)(d) Certificate of Quantity (SGS/Saybolt/CIQ)(e) Certificate of Country of Origin.(f) Cargo Inspection Report.(g) Tanker Time Sheet.(h) Master’s Receipt of Documents of Samples.(i) Cargo Manifest(j) Tanker Ullage Report9).JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsOFFSHORE TANKER “SS ADVENTURE ” TANK FARM PROCEDURE .1.SELLER ISSUES SALE & PURCHASE AGREEMENT.THE BUYER EXECUTES AND RETURNS SIGNED.2. SELLER PROVIDESTHE PAST STORAGE CEITIFICATE, DISCHARGE CERTIFICATE,TANK RECEIPT.3.AFTER VERIFYING THE POP DOCUMENTS AND COMMUNICATION WITH TANK FARM OPERATER FOR THE REVALIDATION OF DOCUMENTS ANDRECONFIRMATION OF CARGO ,BUYER SEND MT799 BLOCK FUND TO THE NNPC NOMINATED FIDUCIARY BANK ACCORDING TO SELLER ’S APPROVED VERBIAGE.4.AFTER SELLER RECEIVES THE SWIFT,SELLER ISSUES TSR AND DTA FOR B UYER TO BRINGIN CIQ TO CONDUCT Q&Q. WARRANTY OF TITLE AND CARGO R EASSIGNMENT TO THE BUYER NAME.5. BUYER IMMEDIATELY PERFORM Q&Q ON THE PRODUCT IN DESIGNATED TANK BY SGS,CIQ OR ANEQUIVALENT INSPECTATIONAGENT.CONDUCTING Q&Q AND REPORTING DELIVERY SHALL TAKE 3 BUSINESS DAYS,(72 HOURS).6.BUYER SENDS THE COPY OF THE Q&Q TO THE BUYER ’S BANK AND TO THE SELLER AND SELLER SENDS THE COPY TO THE SELLER ’S NOMINATED BANK ,BUYER PLACES MT103JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials7.BUYER MAKES THE FULL PAYMENT , AFTER SELLER RECEIVES PAYMENT FROM BUYER,HE WILL PAY THE COMMISSION TO ALL FACILITATORS.10). BANK CHARGES.. Seller’s bank costs will accrue in the Seller’s account while the Buyer’s bank costs will accrue in the Buyer’s account.11). DUTIES AND TAXES.The Buyer shall be responsible for all duties and taxes levied on the cargo by the authorities of the country of loading.12). DOCUMENTS.Faxes and photocopies of documents will be acceptable in lieu of copies but not in lieu of original copies of the documents obtained at the port of loading.13). GURANTEE AND WARRANTY.. Both Parties having understood all the terms and conditions of this sale and purchase contract agree to honor all the clauses and privileges, rights and immunities contained therein. Each copy of this contract agreement will be signed, presented and sent to the seller and Buyer's bank. No any party will be finding any excuse of being allowed of failure to honor any of the clauses, privileges and rights ,both parties will struggle and strive to perform strictly the whole contract ,the other party will give the most supporting and understanding, should the other part facing some problems other than the very serious and It ia a MUST that the seller supplying the products to the buyer and the buyer paying the cargos according to the last Q&Q inspection result., both parts will be sit down and settle the issues in an amiable way.JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials14). APPLICATION OF LAW.Any dispute arising during the execution of this contract shall be settled amicably. If the parties fail to do so, they accept as final decision of the arbitration of ICC Court of Arbitration of the ICC, Swiss law to apply, expedite procedure format and all proceeding are to be conducted in English and shall be settled by arbitration in accordance with the Laws of England, United States of America, or Switzerland as the case may be.15). FORCE MAJEURE.. Neither party to this agreement shall be responsible for breach of contract caused by acts of GOD, insurrection, break-down of refinery operation/supplies to the seller/buyer, civil wars, military operations, government policies, national or local emergencies. The parties hereby accept the International provisions of Force Majeure and hardships published by International Chamber of Commerce.16). AMENDMENT AND MODIFICATION.. This contract agreement is binding on both parties and shall not be subject to any amendment or modification in part or whole in form by any parties throughout the duration of this transaction, except by mutual consent.17). CONFIDENTIALITY.The parties to this contract agreement hereto agree that this contract is confidential to them and to those of their assignees, associates, employees, customers and clients who have specific need to know of it for the purpose of this transaction.18). NON-CIRCUMVENTION.. The buyer will not make any outside disclosure of the seller’s name or the names of any close associate of the sellers that may become known to them, and do their best to confine to their side such knowledge of this and the detailed natureJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initialsof this transaction, also that of any subsequent one of similar nature with the same main parties involved.Any such disclosure must be made only to themselves and their own professional advisers together with their trusted immediate representatives who are involved in this current transaction with the sellers. Same applies to the sellers. Neither party shall circumvent the other. The defaulting party shall be liable to pay adequate compensation to the other.19). RENEWAL OR REPETITION:This contract agreement may be renewed or broadly repeated upon the satisfactory conclusion of the first transaction. Such renewal or repetition with any changes to Spot/Term arrangements as the case may be, will be subject to mutual consents and understanding which shall be confirmed as acceptable in writing by both parties using original documentation.20). TITLE AND RISK.Title and risk of loss will pass to the Buyer when the product passes through the flange connection between the vessel and the shore tank or tank farm at the port of discharge.21). BENEFITSThis contract is binding on both parties hereto, their legal representatives, successors and assignees, in accordance with the Juridical Law of this negotiated and fully executed contract.22).CLAIMS. Any claim for damages arising from non-compliance; default or violation of this contract is to be made by the injured party in writing not later than ninety (60) days from the date of such non-compliance, default or violation. The party in non-compliance, default or violation agrees to settle damages not later than fifteen (15) days from receipt of a written demand from the injured party. This contract is covered by INCOTERMS 1990/2000 plus latest amendments unless superseded by any of the specific conditions mentioned herein.JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s Initials23).SIGNATURES.This contract is signed in counterpart and will be lawful and fully effective even though the named signatories may not sign at the same time and the same place. Each copy with original signature will be deemed as original.Each signatory to this contract under penalty of perjury declares that he / she is fully empowered and legally bound to sign and execute this agreement on behalf of the respective party to the contract.24). DECLARATION:The contract shall become valid and operational when fully executed by BOTH parties and delivered by facsimile transmission.The receipt thereof shall consider such delivery to constitute the original of the documents. The parties herein agree that such fax copies signed by both parties shall be construed to have same force as an original hereof.APPENDIX AMASTER FEE PROTECTION AGREEMENT :SALE/PURCHASE OF BONNY LIGHT (BLCO) ORIGIN NIGERIA, 4.000,000 MILLIONBARRELS ...... THE BUYER,HEREBY AGREES WITH FULL CORPORATE LIABILITY TO MAKE THE FOLLOWING PAYMENTS IN U.S. DOLLARS TO THE SELLER’S SIDE INTERMEDIARIES SCHEDULED BELOW ON EACH AND EVERY SHIPMENT MADE UNDER THIS CONTRACT INCLUDING ANY ROLLS AND EXTENSIONS AND THE TIME OF NEGOTIATION OF SHIPMENT DOCUMENTATION.THIS MASTER FEE PROTECTION AGREEMENT WILL FORM PART OF THIS PURCHASE AND SALE CONTRACT. BETWEEN J.V OPERATORS WILL BE INCLUDED WITHIN ANY AMENDMENTS AND CHANGES MADE THERETO. PAYMENT WILL BE MADE DIRECTLY FROM THE BUYER’S BANK. PAYMENT ORDERS WILL BE ISSUED PRIOR TO THE FIRST SHIPMENT/COLLECTION UNDER THE CONTRACT. WE, THE BUYER... AGREE TO PROVIDE ALL BENEFICIARIESJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsWITH WRITTEN EVIDENCE OF THE PAY ORDERS LODGED WITH OUR BANK TOGETHER WITH ACKNOWLEDGEMENTS OF THEIR ACCEPTANCE.IT IS UNDERSTOOD THAT FOR THE PURPOSE OF THIS MASTER FEE PROTECTION AGREEMENT THAT BUYER’S BANK SHALL BE THE SAME BANK AND BRANCH RECEIVING THE PAYMENT INSTRUMENTS (I.E. LETTERS OF CREDIT) AS PAYMENT FOR THE PRODUCT AND AS NOMINATED IN THE AFOREMENTIONED CONTRACT (WHICH THIS MFPA ACTS AS AN INTEGRAL PART OF).ALL CONSULTANTS RESERVE THE RIGHT TO REASSIGN THEIR ACCOUNT AT A LATER DATE.SELLER’S BANKING DETAILS TO RECEIVE BUYER ’S BANK INSTRUMENT FOR TOTAL CARGO:JOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsSELLER’S MANDATEBANK COORDINATES TO RECEIVE $1.00 PER BBLS(MOU GRPX5) WITH R&EJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsSELLER FACILITATOR $1.00 CENTS PER BARRELJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsIn witness whereof the parties hereto have inscribed their signatures and by doing so, have hereby understood, agreed and accepted the terms and conditions so stated herein and have affixed their signature below on the date shown on this contract.SELLER:Name: NNPC/SHELL JV OPERATORSRepresented by:Mr.Dagogo J Sylvester.Title:Director.SEALJOINT VENTURE OPERATORSBONNY TERMINAL, BONNY ISLAND.Seller’s InitialsBuyer’s InitialsFor and on behalf of the Buyer: Company Name:Address:Represented by:Title:Signed& Sealed by:Title:Company Name:Date:。