Telephone №: + 79260037960

E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

Date: March 2th, 2020

To: Whom it may concern
Attn: Principal Buyer / Mandate
Valid Through: April 30th, 2020

CORPORATE OFFER

We at "TRANS OIL GAZ" LLC, hereby issue this Soft Offer with full corporate responsibility for and on
behalf of our Seller/Refinery, we confirm and certify that we have the intention and capacity to supply the
commodities according to the non-negotiable terms and conditions herein stipulated.

PRODUCT: RUSSIAN DIESEL GASOIL L-0.2-62 (GOST 305-82)

ORIGIN: RUSSIAN FEDERATION
QUANTITY: FIFTY THOUSAND (50.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$250.00 GROSS / US$240.00 NET PER MT
FOB PRICE: US$210.00 GROSS / US$200.00 NET PER MT

PRODUCT: RUSSIAN AVIATION KEROSENE COLONIAL GRADE “54” (GOST 10227-86)

ORIGIN: RUSSIAN FEDERATION
QUANTITY: TWO MILLION (2,000,000) BARRELS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$ 40.00 GROSS / US$37.00 NET PER BARREL (PLATTS NWE -10/-7 USD)
FOB PRICE: US$ 37.00 GROSS/ US$ 34.00 NET PER BARREL (PLATTS NWE -13/-10 USD)

PRODUCT: RUSSIAN AVIATION TURBINE JET A-1

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE MILLION (1,000,000) BARRELS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$ 40.00 GROSS / US$37.00 NET PER BARREL (PLATTS NWE -10/-7 USD)
FOB PRICE: US$ 37.00 GROSS/ US$ 34.00 NET PER BARREL (PLATTS NWE -13/-10 USD)

PRODUCT: RUSSIAN MAZUT M100 (GOST 10585-75)

ORIGIN: RUSSIAN FEDERATION
QUANTITY: 50.000MT WITH POSSIBLE R&E INTO YEARLY CONTRACT
CIF PRICE: US$220.00 GROSS / US$210.00 NET PER MT
FOB PRICE: US$200.00 GROSS / US$190.00 NET PER MT

PRODUCT: RUSSIAN VIRGIN D6 FUEL OIL

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED MILLION (100,000,000) GALLONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$0.78 GROSS / US$0.74 NET PER GALLLON
FOB PRICE: US$0.74 GROSS / US$0.70 NET PER GALLLON

PRODUCT: RUSSIA EXPORT BLEND CRUDE OIL GOST 51858

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100,000) MT WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$230.00 GROSS / US$220.00 NET PER MT
FOB PRICE: US$210.00 GROSS / US$200.00 NET PER MT

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 1

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

PRODUCT: HSD2 GAS OIL L-0.2-62 GOST 305-82 AGO (AUTOMATIVE GAS OIL)
ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100,000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$360.00 GROSS / US$340.00 NET PER MT
FOB PRICE: US$330.00 GROSS / US$310.00 NET PER MT

PRODUCT: LIQUIDFIED NATURAL GAS (LNG) GOST 5542-87

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$220.00 GROSS / US$210.00 NET PER MT
FOB PRICE: US$200.00 GROSS / US$190.00 NET PER MT

PRODUCT: LIQUIDFIED PETROLEUM GAS (LPG) GOST 20448-90

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$220.00 GROSS / US$210.00 NET PER MT
FOB PRICE: US$200.00 GROSS / US$190.00 NET PER MT

PRODUCT: MARINE FUEL OIL (HFO - CST 180, CST 280 and CST 380)
ORIGIN: RUSSIAN FEDERATION
QUANTITY: FIFTY THOUSAND (50.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$230.00 GROSS / US$220.00 NET PER MT
FOB PRICE: US$210.00 GROSS / US$200.00 NET PER MT

PRODUCT: GASOLINE 93 OCTANE

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100,000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$350.00 GROSS / US$340.00 NET PER MT
FOB PRICE: US$300.00 GROSS / US$290.00 NET PER MT

PRODUCT: PETROLEUM COKE

ORIGIN: RUSSIAN FEDERATION
QUANTITY: FIFTY THOUSAND (50.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US$65.00 GROSS / US$60.00 NET PER MT
FOB PRICE: US$60.00 GROSS / US$55.00 NET PER MT

PRODUCT: ULTRA LOW SULPHUR DIESEL FUEL (EN590)

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100,000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
CIF PRICE: US $ 300.00 GROSS / US $ 290.00 NET PER METRIC TON
FOB PRICE: US$280.00 GROSS / US$270.00 NET PER MT

PRODUCT: BITUMEN 60/70

ORIGIN: RUSSIAN FEDERATION
QUANTITY: ONE HUNDRED THOUSAND (100.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
FOB PRICE: US$180.00 GROSS / US$170.00 NET PER MT
CIF PRICE: US$200.00 GROSS / US$190.00 NET PER MT

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 2

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

PRODUCT: RUSSIAN LIGHT CYCLE OIL

ORIGIN: RUSSIAN FEDERATION
QUANTITY: FIFTY THOUSAND (50.000) METRIC TONS WITH R&E INTO YEARLY CONTRACT
FOB PRICE: US$260.00 GROSS / US$2400.00 NET PER MT
CIF PRICE: US$280.00 GROSS / US$270.00 NET PER MT

LOADING PORTS: KOZMINO / PRIMORSK / NOVOROSSIYSK / VLADIVOSTOK / ROTTERDAM PORT, NERTHERLANDS.

INSPECTION: SGS FOR THE QUALITY & QUANTITY TEST REPORT.
COMMISSION PER BBL: SELLER SIDE & BUYER SIDE - $ 3.00 USD PER BARREL.
COMMISSION PER MT: SELLER’S SIDE - $5.00 & BUYER’S SIDE - $5.00 USD PER MT.
COMMISSION PER GAL: SELLER SIDE & BUYER SIDE - $ 0.04 USD PER GALLON.
PAYMENT TERMS: MT103 TT

FREE ON-BOARD ROTTERDAM NON-NEGOTIABLE PROCEDURE

1. Buyer accepts seller’s procedure and issues Irrevocable Corporate Purchase Order (ICPO)
with the following: Tank Storage Agreement (TSA – if absent Buyer extends Seller’s Tank
Storage with product for a minimum of five (5) business days), Banking details, Company
Profile and Passport copy

2. Seller conducts due diligence on buyer and issues Commercial Invoice agreement if buyer
is approved.

3. Buyer signs Commercial Invoice and returns to Seller for countersigning and
endorsement.

4. Seller issues to Buyer the below Partial Proof of Product (PPOP) documents as endorsed
by the Ministry of Energy:

* Refinery Commitment to Supply

* Certificate of Origin
* Statement of availability of product
* Product quality passport (Analysis test Report)
* Tank Storage Receipt

5. Buyer requests for a Commitment Letter from its tank storage company to be signed by
Buyer's Tank Storage Company (if absent Buyer extends Seller’s Tank Storage with product
for a minimum of five (5) business days), Buyer then returns a copy of the Commitment
Letter to be signed and confirmed by seller.

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 3

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

6. Upon extension of Seller’s Tanks in Rotterdam, Seller obtains and issues to Buyer Port
Terminal Access Permit and Clearance for buyer to come into its tank facilities to conduct its

Dip Test and confirm product Quantity and Quality as well as sign off on Change of
Certificate of Ownership documents.

7. The below full Proof of Product document is issued:

* Company Registration Certificate
* Tank Storage Receipt
* Fresh SGS
* Injection Report
* Change of Ownership Certificate
* Authorization to Sell and Collect
* Company Tax Payment Certificate

Special Clause
* Signed Non-Circumvention, Non-Disclosure Agreement (NCNDA)/ Irrevocable Master Fee
Protection Agreement (IMFPA) - for intermediary fees protection and legalization

8. Loading/Injection Commences as soon as buyer’s rail car, truck or tanker vessels are
ready

9. Buyer pays for product by Wire Transfer / Swift MT-103 into the Seller's account after a
successful loading into Buyer’s Tanker Vessel.

10. Seller pays all intermediaries/mandates involved their commission by TT Wire within 48
working hours according to signed NCNDA/IMFPA documents.

11. A first time buyer that performs holds the card in negotiating new terms of sales and
quantities.

COST, INSURANCE AND FREIGHT NON-NEGOTIABLE PROCEDURE

1. Buyer confirms Soft Offer and issues an official Irrevocable Corporate Purchase Order
(ICPO).

2. Seller sends Sales and Purchase Agreement (SPA) and Commercial Invoice (CI) along with
Seller's SBLC/MT760 Verbiage format and a Ready, Willing and Able (RWA) template format
to Buyer and Buyer reverts with the following documents properly filled out to Seller:
• Completed SPA and CI signed and sealed.

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 4

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

• Buyer's Information Sheet (CIS) on Buyer’s letterheads, containing also:

a. Copy of Company Registration Certificate
b. Passport copy of signatory
• Ready, Willing and Able (RWA) letter issued by Buyer’s bank (template provided by
Seller)
• Authorization to verify the RWA letter by our bank

Note: We will forward Buyer’s bank RWA letter to our bank only to get their ok to
proceed with the Buyer. This shall protect us from non-performing parties.

3. Seller releases to Buyer the below listed Partial POP Documents.

(a) Refinery Commitment to Supply
(b) Certificate of Origin
(c) Statement of availability of product
(d) Product quality passport (Analysis test Report)

4. Buyer issues SBLC swift MT760 (According to the contract verbiage) within seven (7)
banking days. Should buyer fail to issue instrument by the expiration of 7 business day,
buyer alternatively issues a payment of five percent (5%) of the total value of the product
within 3 business days to enable refinery to secure the following documents; Customs bond,
Certificates of Inspection, ATA CARNET/Temporary shipment certificates, master receipt for
sample, Weight Certificate, certificate of authenticity, Consular Invoice. If buyer fails to issue
the alternative payment after 3 business days, contract is terminated. Russian refineries do
not keep its production allocation for new buyers for more than 14 business days when
other serious and regular clients need same products.

5. Seller signs the CPA with a shipping company and issues the Full POP documents and 2%
PB to buyer’s bank.
(a) Bill of Lading
(b) Vessel Tanker Q88
(c) Fresh SGS Report
(d) Charter Party Agreement
(e) Ownership Certificate
(f) Title Transfer Affidavit
(g) Product Allocation Certificate
(h) Ullage Report
(i) Cargo Manifest
(j) Notice of Readiness

6. Shipment commences as per contract schedule.

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 5

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

7. Within 3 working days of Vessel arrival, buyer release full payment via MT103 after
CIQ/SGS at the destination port.

8. Seller pays all intermediaries accordingly within 72 hours.

NON NEGOTIABLE TOP TABLE MEETING (TTM) TRANSACTION PROCEDURES

1. Buyer accepts seller’s procedure and issues Irrevocable Corporate Purchase Order (ICPO)
with the following: banking details, company profile, passport copy and acceptance letter
stating to adhere to seller’s procedure.

2. Seller acknowledges and issues Sales and Purchase Agreement / Commercial Invoice for
the below itinerary.
I. Logistics
II. An official invitation from the refinery
III. Appointment Letter
IV. Refinery Consultation Fee
V. Hotel Accommodation(s)

3. Buyer makes payment of Fifteen Thousand United States Dollars ($15,000) per
negotiator/buyer representative to seller for the above requirement.

4. Buyer sends to seller its flight itinerary for seller to send its security and Logistics team to
pick up buyer from the airport.

5. Buyer and seller’s representatives as well as seller’s attorneys sign contract in seller’s
office.

6. Buyer goes to verify product in the refinery’s facility if satisfied with product quality
issues a Ten percent (10%) deposit via TT MT103 so seller can commence injection and
delivery.

7. Seller makes arrangement for the Chartered Freight with a renowned shipping company
for the transportation of the product to buyer designated discharge port on Seller’s expense.
Charter Party Agreement (CPA) is signed.

8. Seller- Buyer proceed with the Title transfer process in order to secure the full title of the
product on the Buyer’s company name, which the Transfer of Ownership agreement form
will be issued to the Buyer for signing.

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 6

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960

9. After completion of the above, Seller issues to Buyer Product Title Transfer Agreement,
Buyer signs. Seller legalizes the Contract with the authorities in charge and sends to buyer
the legalized contract, the certificate of product title transfer and then proceeds with the
port & custom clearance of product and all internal routines operations accordingly. Upon
completion of the above and confirmation of this export approval by the Authority to Seller
with the endorsement of the Charter Party Agreement (CPA) and the Shipping Schedule by
the Port Authority, to enable Seller to release the below Proof of Product Documents:

A- Copy of Products Certificate of Origin

B- Copy of Statement of Availability of the Product
C- Copy of Export License Certificate
D- Copy of Charter Party Agreement to Transport the product to the Loading Port
E- Copy of Port Storage Agreement
F- Copy of the Vessel Questionnaire 88
G- Copy of Tank Storage Receipt (TSR)
H-Copy of the Charter Party Agreement with the Shipping Company
I- Copy of Bill of Lading (BL)
J- Fresh Cut SGS Report / Dip Test Letter

10. Shipment Commence as per Scheduled in the bridged Sales & Purchase Agreement as
signed in the refinery’s attorney office.

11. Buyer pays the balance Ninety Percent (%90) via (MT103) TT Wire Transfer upon the
arrival of the cargo at discharge port

12. Seller will release payments to the all participants such as Agencies, intermediaries and
brokers involved in the transaction within 72 hours of receiving the Payment for the product
from the Buyer’s bank.

NON-NEGOTIABLE TANKER TAKE OVER PROCEDURE

1. Buyer issues an official ICPO inserting seller’s terms and procedures.

2. Seller issues Memorandum of Understanding (MOU), TITLE TANKERTAKE OVER and

Commercial Invoice for the product quantity on board, buyer endorses and sends back with
NCNDA/IMFPA.

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 7

 Telephone №: + 79260037960
E-mail: [email protected]
Адрес: 420025, Republic of Tatarstan (Tatarstan), Kazan,
Sovietsky District
Skype: nmalyshevherman
INN: 1660193030 /OGRN: 1131690078960
3. Seller issues the POP documents as listed below:

A. Declaration of product ownership

B. Analysis test report
C. Certificate of Origin
D. Bill of Lading
E. Ullage Report
F. Vessel Notice
G. Cargo Manifest
H. Vessel Q8

4. Upon receipt confirmation of the above documents by the buyer, buyer's shipping agent
contacts vessel master to verify POP documents/vessel position.

5. Buyer makes 10%-part payment of the total product value within 48 hours via T/TMT103
to seller’s nominated bank as transaction guarantee.

6. Upon receipt confirmation of the above payment, seller issues Approval to export
certificate, Export license certificate, Authorization to board the vessel (ATB) and Dip test
authorization (DTA) and all shipping documents will be re-issued in buyer’s name and vessel
will be sent to the buyer’s discharge port.

7. Upon arrival of the vessel at buyer's discharge Port, buyer pays the remaining total
product value after successful CIQ/SGS or equivalent inspection via T/T-MT103 and tittle of
product ownership transferred to buyer.

8. Seller pays commission to Agencies, Broker and intermediary as per signed

NCNDA/IMFPA

Best Regards,
Malyshev Herman Nikolaevich
General Director
Trans Oil Gaz

ALL RIGHTS RESERVED “TRANS OIL GAZ” LLC 8