Sales & Purchase Contract Agreement: Quality: Nigerian Bonny Light Crude Oil of Standard Export Grade
Sales & Purchase Contract Agreement: Quality: Nigerian Bonny Light Crude Oil of Standard Export Grade
Between:
SELLER :
COMPANY: PARAMOUNT ENERGY LIMITED.
AND
BUYER :
COMPANY:
ADDRESS:
REPESENTED
BY:
TITLE:
NATIONALITY:
PASSPORT NO:
TELEPHONE
NO:
EMAIL:
DATE: 16TH, MAY 2022.
1. The SELLER and the BUYER, under corporate authority and responsibility respectively represent that the SELLER
is the lawful owner of the commodity, in quantity and quality as hereunder specified, and the BUYER has the full
capability to purchase the said commodity.
2. The BUYER desires to purchase Crude Oil (hereinafter called product) of Nigeria Origin.
2. Recitals
Whereas the Seller with Full Legal and Corporate Responsibility agrees to sell the herein specified product and the
quantity as agreed, to the buyer, The Buyer on the other hand also with Full Legal and Corporate Responsibility
agrees and is irrevocably committed to purchase the said product in the amount and quality herein stipulated. The
parties mutually desire to execute This Agreement which shall be binding upon and to the benefit of the parties, their
successors and assigns in accordance with the jurisdictional law of the negotiated and fully executed contract with
terms and provisions hereunder agreed upon.
3. The Product
The product offered by the Seller and accepted by the Buyer is Bonny Light Crude Oil that shall be lifted
from NNPC Bulk approved equity agents share Off OPEC Record .
4. Quantity
The Seller shall be supplying a quantity of about TWO HUNDRED AND EIGHTY THOUSAND METRIC
TONNES (2,000,000 BARRELS) per month, in one vessel +/- 5% -10% of crude oil.
5. Quality
Will be as per NNPC export grade specification, only water and basic sediment (B.S&W) ascertained at the
port of loading shall be deducted in computing the net quantity of the Crude Oil loaded and certified in the
Bill of Lading, as per the inspection certificate issued at the supply Port by SGS, which shall be final and
binding upon the parties.
All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of the quality inspection
unless otherwise stated. The Crude Oil to be supplied under the present agreement shall be in conformity
with the specification and the responsibility of the Seller and inspection at the port of loading.
If the specification of the product as per inspection for NNPC Export Grade fails to conform with the Bonny light
Crude Oil specification, as agreed to in the contract, the price per barrel shall decrease by USD 0.02 (two United
States Cents) for each 1/10th (one tenth) of a percent above 0.15% wt., Sulphur for the Crude Oil.
Measurement of quantities and the taking of samples for the purposes of determining the quality of the
product shall be carried out at the port of loading in accordance with the general practices as accepted in
the Oil industry, which SGS or any other licensed independent petroleum inspectors mutually appointed by
the Parties hereto shall adhere.
All product temperature corrections shall adhere to the latest revision of the table of measurement of the
ASTM and API. Invoice quantity shall be determined at the loading port from appropriate cargo hold
measurement and shall exclude water and sediment, if any in excess of the maximum specification
determined by ASTM methods.
7. Delivery Terms
The terms of the delivery for this agreement shall be on TTO basis - GHANA WATERS. Any terms not covered by
this agreement shall be covered by INCOTERMS 2000 for TTO sales.
9. Indemnity
SELLER expressly declares and warrants that all products sold and delivered to the BUYER under this Agreement
are free from all encumbrances, and not derived from illegal/criminal sources.
The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on standard barrels
and under Dated Brent as in the Platts Oil gram Report. The applicable currency in respect of payment for the
Cargo shall be United States Dollar (USD). The price shall be calculated on the three (3) days average mean
quotation, one day before the date of loading, the day of loading, and the day after day of loading. The Discount to
the Buyer shall be US12:00 Dollars Gross per barrel below DID Brent, / Net US$8:00 Dollars Net to Buyer, while
US$4:00 commission to the Brokers (buyer/sellers agents).
“Platts Platts McGraw Hill, London is the organisation internationally recognised and accepted who publish official
market prices of petroleum products on a daily basis.
a. - In the event payment due date falls on a Saturday or a New York banking holiday other than a
Monday, then payment will be affected on the preceding New York banking day. If the payment due
date falls on a Sunday or a Monday, which is a banking holiday in New York, then the payment shall be
effected on the next New York banking day.
b - Buyer shall instruct its bank to advise sellers bank by SWIFT or tested telex quoting the value date of
the transfer, the amount, the invoice number and the clearing bank, if any. Such advice is to be sent in
due time so as to enable Sellers bank to credit Seller with value on due date.
c. - All Payment instruments will be presented at the issuing Bank for payment, as in this contract
agreement terms and conditions and the deliveries and payment are effectual according to the contract
agreement herein.
d - The SELLER and BUYER shall each be responsible for their own bank charges.
13. Procedures
2. Buyer Shall Sign, Seal and Return to Seller Within Two Banking Days (48 hours). Buyer returns the
signed contract with Authority to board (ATB) format detailing the supercargo(s) and inspector
details. Seller and Buyer sign and seal SPA and deposit with their respective banks.
3. Within Five (5) Banking Days Upon receipt of the signed contract from the buyer, The Captain of
sellers loaded vessel shall issue make announcement to TEMA port control marine Authority To Board
(MATB) from the ships official email domain to the buyer/buyers inspection company and inspector.
4. Upon receipt and confirmation of the Announcement to TEMA port control and issuance of marine
Authority To Board (MATB) and NNPC CLEARANCE, the buyer shall immediately refund Twenty Million
Naira (N20,000,000:00) to the seller for the marine Authority To Board (MATB) and NNPC CLEARANCE.
5. Buyers inspector and Supercargo shall board loaded vessel for inspection (Seller will board them).
Buyers supercargo will remain on board the vessel after Q and Q inspection and throughout the
transaction until the vessel is ready to depart to Buyers destination/port of discharge.
6. Upon confirmation of product by buyers inspectors and supercargo and a successful Q & Q
inspection on the loaded vessel, while Buyers supercargo is still on board the vessel, The Captain of
Sellers loaded vessel shall issue boarding attestation and the Buyers inspector’s disembarks with the
sample of the product from the vessel.
7. Buyer pays One Million ($1,000,000) United States Dollars for logistics, (documentation, security,
etc) to seller less Twenty Million Naira (N20,000,000:00).
8. And seller shall release the charter party agreement (CPA) and charter invoice to Buyer and
introduce Buyer to the local vessel handlers/vessel owner for the execution of chartering the vessel by
buyer. (Seller will assist Buyer in the chartering of the vessels by introducing buyer to the local vessels
handlers/ship owners).
9. Upon the release of a copy of the Q and Q report of the cargo by the inspection company VIA their
secure email/website to both buyer and seller, Sellers shall issue his Commercial Invoice (computed in
line with outturned barrels and according to Q &Q Report) and release the soft copies of all listed and
relevant shipping documents of the cargo to the Buyer. SUCH AS:
A.) Bill Of Lading
B.) Certificate Of Quality
C.) Certificate Of Quantity
D.) Certificate Of Origin
E.) Masters Receipt For Samples
F.) Cargo Manifest
G.) Tanker Ullage Report
H.) Tanker Time Sheet
I.) Customs Clearance Certificate
J.) Charter Party Agreement For Nominating Vessel
K.) Q88 Of Chartered Vessel.
L.) Certificate of Ownership
M.) Warranty of Title
N.) Authority to sale.
10. Upon completion of charter (TANKER TAKE OVER) by Buyer of the vessel, Buyer shall make full
cash payment for the entire cargo of the vessel to Seller and to all the commissioned agents in the
contract by/via SWIFT MT 103 within three (3) banking days into the Bank Account of each of the
listed commission beneficiaries, in the
sums stipulated less the One Million ($1,000,000) United States Dollars paid for logistics.
11. Seller confirms payment and releases all the original hard copy of the cargo documents of both
vessels to Buyer in his name.
NOTE:
**** Cost of SGS report or any other agent at destination shall be paid by buyer.****
****With the release of the Q&Q report, Seller shall release his commercial invoice.****
**** Buyer shall email copies of all banking instrument pertaining to this transaction directly to seller****
14. Warranties
The Sellers warrants that it has the clear and qualified rights to sell or otherwise dispose of the Cargo as offered to
him which, is the subject matter of this Contract Agreement and that the Cargo is clear of all liens and
encumbrances.
15. Documents
After shipping document cost until tanker take over is on Seller.
20. Notices
Unless otherwise agreed in writing, any notices, statements, requests or other communications to be given
to either Party pursuant to the Agreement shall be sufficiently made if sent by post (by email if email is
possible) postage paid, or by telegraph, telex, facsimiles transmission or other means of data transmission
to the address of the party specified for this purpose in the Agreement.
BUYER :
COMPANY:
ADDRESS:
REPESENTED
BY:
TITLE:
NATIONALITY:
PASSPORT NO:
TELEPHONE
NO:
EMAIL:
DATE: 16TH, MAY 2022.
THE UNDERSIGNED PARTIES DO HEREBY ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF
COMMERCE FOR NON CIRCUMVENTION AND NON DISCLOSURE WITH REGARDS TO ALL AND ANYONE OF THE PARTIES IN
THIS TRANSACTION.
TO INCLUDE BUT NOT LIMITED TO THE BUYER, SELLER, THEIR AGENTS, MANDATES, NOMINEES, ASSIGNEES, AND ALL
INTERMEDIATES PARTY TO THIS AGREEMENT/CONTRACT.
THIS AGREEMENT SHALL BE KEPT IN THE STRICTEST CONFIDENCE BETWEEN THEM FOR AT LEAST FIVE (5) YEARS FROM
THE DATE HEREOF.
NEITHER PARTY IS ENTITLED TO TRANSFER DOCUMENTS, THEIR RIGHTS AND/OR OBLIGATIONS UNDER THIS CONTRACT TO
A THIRD PARTY WITH EXCEPTIONS OF FINANCIAL AGENT OF THE SELLER/BUYER, AS IT IS PROVIDED IN THE PRESENT
CONTRACT, AND EXCEPT WHERE THE THIRD PARTY IS AN ENTITY WHOSE MAJORITY OWNERSHIP IS THE SAME AS THE
ORIGINAL OWNERSHIP CONTRACT PARTNER. IN ANY CASE THE TRANSFERRING PARTY WILL NOTIFY THE OTHER PARTY IN
WRITING (INCLUDING TELEX). AFTER SIGNING THE PRESENT CONTRACT ALL PREVIOUS NEGOTIATIONS AND
CORRESPONDENCE BETWEEN THE PARTIES IN THIS CONNECTION WILL BE CONSIDERED NULL AND VOID.
THE UNDERSIGNED PARTIES DO HEREBY ACCEPT AND AGREE TO FULFIL OBLIGATIONS DUE TO AGENTS AND
FACILITATORS. IN THE EVENT OF DIRECT, OR EVEN INDIRECT CIRCUMVENTION THROUGH A THIRD PARTY, THE
CIRCUMVENTED PARTY SHALL BE ENTITLED TO LEGAL MONETARY AWARD EQUAL TO THE MAXIMUM SERVICE FEES IT
SHOULD HAVE REALISED FROM THE TRANSACTION.
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
IBAN/ROUTING NUMBER:
ACCOUNT OFFICER:
TELEPHONE:
EMAIL:
BANK ADDRESS:
ACCOUNT NUMBER:
BUYERS BANKING DETAILS TO MAKE PAYMENT FOR FULL VALUE OF THE CARGO :
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
IBAN/ROUTING NUMBER:
ACCOUNT OFFICER:
TELEPHONE:
EMAIL:
USD 1:00 Cents Per Barrel of Bonny Light Crude Oil with rolls and extensions
USD 0:50 Cents Per Barrel of Bonny Light Crude Oil with rolls and extensions
USD 0:50 Cents Per Liter of Bonny Light Crude Oil with rolls and extensions
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SWIFT CODE
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This document constitutes a guaranteed, irrevocable, unconditional and not retractable payment
order issued to the beneficiaries named herein, given with full corporate responsibility, by which I
hereby instruct my bank as specified herein, to simultaneously pay, without any protest and/or
delay, upon the closing of each and every tranche, until the transaction under the above entered
codes is totally completed, the compensation to the beneficiaries' bank accounts, as stipulated
herein.
SUCCESSORS: This Agreement is binding upon and inures to the benefit of the successors, assignees, heirs and personal
representatives of the receiving person(s).
The undersigned has executed this agreement on this 16TH MAY, 2022.
All parties to this Agreement hereby agree to be bound by the Terms and Conditions stipulated herein.
IN WITNESS WHEREOF, the parties have understood all of the terms and conditions of this Sales Agreement and hereby agree to honour all
clauses with the privileges, rights and immunities pertaining therein, making this Sales/Purchase Agreement effective on and as of the Effective
Data upon signing by all parties.
This Agreement is executed in multiple counterparts. Facsimile copies of the signed Sales/Purchase Agreement are hereby accepted as
originals, and will be deemed to be valid and effective for all purposes. The parties will distribute the original copies among themselves
promptly.
The Agreement is complied in three originals of Sixteen (16) pages, Product Description-Nigeria Light Crude Oil.
The Parties agree that signed stamped copies of this Contract and exchange the signed copy by electronic mail. The electronic signed copy by
both Parties is considered legally binding and enforceable.
Name:
Designation:
Company:
Date: 16TH MAY, 2022.
27. BONNY LIGHT CRUDE OIL SPECIFICATION
If the specification of the product as per inspection for NNPC Export Grade fails to conform with the Bonny light Crude Oil
specification, as agreed to in the contract, the price per barrel shall decrease by USD 0.02 (two United States Cents) for each
1/10th (one tenth) of a percent above 0.15% wt., Sulphur for the Crude Oil.
The quality of this product shall be regular NNPC standard and export grades of Bonny Light Crude Oil.
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