VENTA de PETROLEO-NIGERIA- Soft Offer on Cost Insurance and Freight (CIF
mar 18-oct-2011 04:00:26 ART #674112
Seller’s Details to address the Letter of Intent (LOI) Seller: Address: Bonny Terminal Office Complex, Bonny, Rivers State, Nigeria. Attention: Soft Offer on Cost Insurance and Freight (CIF) Basis. This is secondary contract allocation under the custody of NNPC BONNY OCEAN TERMINAL OFFICE and Ministry of Petroleum and Resources (MPR). Within Ten (10) banking days after SBLC are issued and activated with 2%PB, NNPC will Issues a confirmable POP raised in favor of Buyer from NNPC and through HSBC Bank UK to Buyer and his bank’s prime bank (Bank to Bank), the POP shall be in the form of any of the followings: 1. A confirmable letter of allocation as Proof of Product (POP) issued by NNPC, in favor of Seller/Buyer. 2. A confirmable cargo bill of lading (BL) with Q&Q report issued by a reputable inspection agency (issued in favor, or to be re-assigned in buyer’s favor). 3. A confirmable vessel charter party agreement (CPA) documents, chartered in favor of buyer. Upon buyer’s confirmation of POP, (a). (Where applicable) seller will source for vessel through the Marine and Transport Division (MTD) of NNPC/ Program vessel at the terminal for loading, in favor of buyer and furnishes buyer with the Q88 of the vessel for verification and confirmation by the buyer. (b). Seller issues Pin code for confirmation of Shell/Llyods screen registration done in buyers name. Upon positive confirmation of the NON Operative SBLC from the end Buyer's Bank, our HSBC BANK UK shall issue an Operative 2% Guarantee Performance Bond to the end Buyer's Bank to activate the NON Operative SBLC, then NNPC shall program all lifting documentations in the end Buyer's Name. These are approved banking procedures and it cannot be changed. Inform the end Buyer that procedure shall not be altered. We do not agree with any alteration of procedure. Any deviation from these procedures, the transaction shall be nullified. I want the end Buyer to adhere strictly to these procedures stated herein. The existing/end Buyer must write a Letter Of Intent to Seller before the contract agreement (SPA) will be release. Note: a. The Seller will not release the SPA if the LOI are not in main Buying Company’s Letter Headed Paper, Buyer and Seller will surely open communication before the SPA will be released. b. The Buying Company must insert their Acc/Acc Officer Details on the LOI for both banks to open communication.Quantity The Seller will supply to the Buyer a quantity of Four Million (4,000,000) barrels in 2 or 4 slots (vessels) per month ±5 % of Crude Oil for 12 months under these Contract extensions. Quality Quality shall be pursuant to NNPC export grade specification or BLCO. Destination ASWP BONNY LIGHT CRUDE OIL SPECIFICATION 1. Specific Gravity at 60є F/15.55є C: 0.8397 - 0.8498 2. API Specific Gravity at 60є F/15.55є C: 37.0 3. Density at 60є F/15.55є C - Cg - C M - MAC 0.85 max 4. Pour Point <40 єF / 4.44 єC 5. Sulfur Content, % Wt. 0.14 max 6. Colour Dark Brown 7. Salinity TB at 0.10% BS&W 47 max 8. Acid Number 0.39 max 9. Reid Vapour Pressure 6.52 psig max 10. Water Content, Pct.(%) 0.50 max 11. Sediment Content, Pct.(%) 0.50 max 12. Iron Wt. Ppm 1.00 max 13. Nickel Wt. Ppm 4.00 max 14. Vanadium Wt. Ppm 2.00 max Price/Discount The Gross Discount to the Buyer shall be US $10.00 (TEN Dollar & 00 cent) per barrel. Net Discount to the Buyer is USD $7.00 and USD 3.00 Commissions for the Seller and Buyer Representatives i.e. USD $1.50 to the Seller’s Side(CLOSED) and USD $1.50 to the Buyer’s Side. Payment Terms a. The payment shall be made in US Dollars and guaranteed by an irrevocable, unconditional and transferable STANDBY LETTER OF CREDIT (BG) issued in favor of the Seller nominated bank account In United Kingdom. Such SBLC must be issued by a reputable bank acceptable to Seller’s nominated bank. The buyer bank shall via swift send to the seller’s bank the attached bank guarantee as in “ANNEX C” in form of non-operative instrument to be activated by two percent performance bonds to make it operative. The SBLC issued shall be valid for at least ninety (90) days. The SBLC shall be expandable for subsequent shipments in the month and revolving month-by-month for the duration of the Contract. A copy of the posted SBLC shall be transmitted by facsimile or scanned by email to the Seller for verification and documentation. b. All documents drawn under and in compliance with the Terms of the Standby Letter of Credit (SBLC) shall be duly honored upon presentation at the issuing bank for payment. In accordance with Article14. after confirmation of the swift copies of the operative SBLC to the seller’s bank in UK, the seller’s bank shall post an operative two percent performance guarantee bond to the buyer’s bank to activate the non operative SBLC to become operative. Then the product will be registered, re-assigned, and Cargo will be officially programmed in buyer’s name. Seller nominates the vessel and forwards the Vessel particulars and gives to the Buyer: Ship Name, Call Letters, Captain’s Name and a Copy of the Aspatankvoy Charter Party, and shall appoint their local agent to coordinate the legal procedure. c. The Standby Letter of Credit (SBLC) shall be in the form accepted by the Seller’s bank and payment shall be made in accordance with the terms of this agreement upon presentation of the complete set of documents made in favor of the Seller (with copies transmitted by facsimile to the Buyer), at the counter of Buyer bank, following delivery and receipt thereof after arrival and inspection of the cargoes at the designated port of discharge. A specimen of the SBLC is attached hereto as Annex C. d. Full payment for the Cargo shall be made within three (3) banking days after the Cargo has been inspected and discharged into the Buyer’s receiving apparatus at the Discharge Port, and Quality and Quantity have been confirmed as correct by the Independent Surveyor Company. e. In the event payment due date falls on a Saturday or a banking-day holiday, then in such event, payment shall be affected on the preceding banking day. If the payment due date falls on a Sunday or a Monday, which is a banking holiday, then the payment shall be effected on the next banking day. f. Quantity and Quality, as assessed at the Discharge Port by the Independent Surveyor Company, and price as determined pursuant to Clause 12 of this Agreement, shall be used to compute the Seller's invoice. g. Buyer shall instruct its bank to advise Seller’s bank by Swift or tested telex, quoting the date of the transfer, the amount, the invoice number and the clearing bank, if any. Such advise is to be sent in due time in order to enable Seller’s bank to credit Seller with value on the due date. BANKING AND PURCHASE PROCEDURE. a. Seller shall issue Sales & Purchase Agreement with Seller's Full Banking Co-ordinates and with full Proof of Product (POP) already stated in this contract on ANNEX G, which can be confirmed through the NNPC, London and Shell screen London upon the receipt and confirmation of Buyer’s Bank payment Guarantee. This confirmation i.e. the crude oil allocation reassignment and programming on the NNPC London and Shell Screen in favor of the buyer as the owner and consignee of the month cargo shipment will only be done upon confirmation of the swift SBLC instrument. This is secondary contract allocation under the custody of NNPC BONNY OCEAN TERMINAL OFFICE. b. Buyer and Seller sign and seal this Contract including banking coordinates and exchange the signed copy by electronic mail. The electronic signed copy by both Parties is considered legally binding and enforceable. NNPC Bonny Ocean Terminal office will also issue to the Buyer through the mandated Seller, a letter of Product Allocation Approval (please note that, this letter from the terminal is not allocation reassignment/programming and it can be confirmed only by the buyer via phone / Fax to the terminal). c. Buyer’s Bank shall within two (2) banking days of 14.b above send a non-operative SBLC to Seller’s Bank by swift and seller’s bank and copy sent to seller to verify. Upon verified, Seller’s bank replies with the operative two percent performance bond to activate the non operative SBLC to become operative. d. Within Five (5) banking days of 14.c, Seller shall reassign allocation to Buyer’s name and program for verification on Shell Network Loading Screen, NNPC London and Bonny loading terminal. (Article 13, Clause b) and Seller shall provide the Bonny Oil Terminal Loading Program Notification Form” verifiable on the Shell Screen London with barrels in the name of the Buyer (VERIFIABLE POP). (except the Aspatankvoy CPA). e. Within one (1) banking day of 14.d, the NNPC Bonny Ocean Terminal office shall issue to the seller’s nominated bank the needed documents on the transaction certification to enable the nominated bank swift the Proof of Product (POP) to the buyer’s nominated bank. f. Within 48 hrs of 14.e above, Seller shall provide The Aspatankvoy Charter Party Agreement (CPA) for the designated vessel marked "Freight Prepaid" to Buyers destination. Failure of Seller to do so shall be a default event and Buyer shall collect the PB. g. Within 48 hrs of 14.f above, the Seller will give the Buyer verifiable Vessel name, call letters, and Captain’s name of the Vessel that is to load for CIF delivery and Buyer signs a copy of the Charter Party Agreement with the Shipping Agency. h. Within ten (10) days of 14.g above Vessel shall proceed to the Bonny Loading Terminal and load cargo. Inspectors shall conduct quality and quantity assessment; and all relevant shipment documents shall be endorsed/receipted by the Vessel captain, with a copy forwarded to Buyer. i. After the vessel has discharged its cargo at Buyers destination port and Buyer has received the Post Discharge Q & Q Report from SGS and after all documents are presented by the Seller after the time of cargo delivery as required by the SBLC, Buyer shall make payment by Telegraphic Transfer to Seller’s nominated Bank Account for oil and to Seller and beneficiaries named in Master Fee Protection Agreement in the contract for fees. j. Payments are made by swift wire transfer directly to the Seller’s bank accounts and commission agents as stipulated in the MFPA in this contract within three (3) international banking days after product delivery to Buyer’s nominated port of discharge against presentation of stated shipping documents (non-negotiable copies) at Buyer’s bank. k. The signature of this contract by the Buyer and by Seller means both accept all the content as for Quantity, Discount and Procedures. (PLEASE NOTE THAT, THIS PROCEDURE IS NOT NEGOTIABLE). NON OPERATIVE SBLC VERBIAGE (Specimen copy of— Final verbiage as per issuing bank standard ICC format)Name of Advising Bank: Bank SWIFT Code: Attention Bank Officer/Title :Mr. Title; Name of Issuing Bank: Bank address: Bank SWIFT Code: Bank Officer: Bank Guarantee Number: Beneficiary: Address: Currency: Amount: Issuing Date: Maturity Date: For the value received, we, the undersigned (Buyer’s Bank) hereby issue our irrevocable, unconditional, transferable, divisible, assignable and without protest or notification, promise to pay against this Standby Letter of Credit to the order of (Beneficiary) the bearer or holder thereof, at maturity, the sum of U.S. Dollars (United States Dollars million only) in the lawful currency of The United States of America, upon presentation and surrender of this SBLC at any of the counters of the (Buyer’s Bank). Such payment shall be made without set-off and free and clear of any deductions, charges, fees, or withholding of any nature presently or in the future imposed, levied, collected, withheld or assessed by the Government of [Country of Issue] or any political subdivision or authority and therein and thereof. This Bank Guarantee is divisible, assignable and transferable without presentation of it to us and without the payment of any transfer fee or charges. This SBLC is governed by the Uniform Customs and Practice for Bank Guarantee as set forth by The International chamber of Commerce, Uniform Rules for Demand Guarantees, (ICC Publication No. 458). This SBLC shall be governed by and shall be construed in accordance with the laws of [Country of Issue]. This SBLC is a non operative instrument to be activated as operative by the receipt of Seller’s bank operative 2% performance bond. For and on behalf of (name of the issuing Bank) Authorized Officer Authorized Officer (Name, Title, Pin Code) (Name, Title, Pin Code) ------------------- ANNEX DSPECIMEN PERFORMANCE BOND PERFORMANCE GUARANTEE Contract Number: Issuer (Seller’s Bank) Address: Receiver (Buyer’s Bank) Address: With reference to contract number_______________, dated__________ made between_________________ (Seller) And ___________________________ (Buyer) Seller hereby guarantees the good performance of the obligation assumed towards buyer in accordance with the above-mentioned contract. In case the Seller fails to carry out and fulfill their legal obligation of the delivery of 4,000,000 bbl +/- 5% per month of (Product) ………….. Assumed under the said contract, we irrevocably undertake to hold at your disposal free of interest and fees and payable in cash at your counters on your first written demand and notwithstanding any contestation by the Seller the sum of up to a maximum____________________ (In words) - (United States Dollars) the equivalent of 2% of the value of the cargo. Our guarantee shall be valid from issuance of the buyer’s non operative SBLC until thirty (30) days of the expiration of the contract, by which date claims, if any, have to be received by us, upon expiration, this guarantee will be considered null and void. Upon presentation of the letter of credit confirming documents under the relevant letter credit the guarantee will automatically be null and void. The guarantee shall be governed by and construed in accordance with the laws of the state or country in which the transaction originated
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