Quote from chief_editor on January 16, 2026, 7:33 am

DAP Spot-Sale of : 2,000,000 BBLS of Light Crude Oil + 4,000,000 BBLS of heavy Crude Oil to (Port/Terminal), P.R. China (Delivery of December’ 2024)

1. SELLER
   Company Name :
   Address :
   Tel No. :
   Person In-charged :
   Designation :

2. BUYER
   Company Name :
   Address :
   Tel No. :
   Person In-charged :
   Designation :

3. PRODUCT / TYPE
   Light and Heavy Crude Oil

4. QUALITY
   As per usual export quality. Refer to Appendix 1 & 2 (typical quality).

5. QUANTITY
   1.) 1 x 2,000,000 BBLS +/- 10% at seller’s Option.
   2.) 2 x 4,000,000 BBLS +/- 10% at seller’s Option.

This contract shall be for Three-LOT-Consignments.

6. DELIVERY
   6.1 DAP (LATEST INCOTERMS) to (Port/Terminal), P.R. China (Delivery Month) Seller to approve a 3 days Delivery range upon validation of this contract. Such date range shall be for the purpose of laytime and demurrage calculations only.

6.2 As per pre supply advice from the Buyer, the Buyer will only deliver this consignment to Final User Refinery (Full Style including Quota Certificate):

6.3 Any deviation from supplying to this refinery will be subjected to a 10 USD per BBL penalty to Buyer.

6.4 Buyer shall provide seller with the full documentation instructions three (3) days prior to the first day of the advised 3-day ETA date range.

7. PRICE
   7.1 The price for DAP (Port/Terminal), China is defined as the arithmetic average (of pricing Period) of the settlement quotations of the intercontinental exchange’s brent Front month (First Line) crude oil futures contract published by Ice without discounts and deductions per barrel (united states dollars.

7.2 Pricing Period Proposed Pricing to be three relevant quotes around the 1st NOR (Notice of Readiness) at discharge Port, NOR -1, NOR, NOR +1.

7.3 Any published correction to any of the relevant quotations shall be taken into account.

7.4 The final calculated price shall be rounded to three (3) decimal places with the third decimal lace to be increased to the next digit whenever the fourth decimal place is five or greater than five.

7.5 The final invoice quantity shall be based on performing vessel on arrival ship tank quantity i.e. Surveyor Report (I.E. CIQ/CCIC Inspection & Custom Declaration) figures and its cost on buyers account.

8. PAYMENT
   8.1 Buyer shall make full payment in CNH by telegraphic transfer in same day value funds without offset, discount, deduction or counterclaim within 48h upon vessel tender’s 1st NOR at disport.

8.2 If the final price is not available at the payment due date Seller shall be entitled to issue a provisional invoice for payment to be made on the payment due date based on a unit price using the mean price quotations at the performing vessel first Notice of Readiness date minus USDXX.XX per BBLS and the bill of lading quantity (with an escalator of 5% on the total amount). Payment of any balance due shall be made by either party within 3 Hongkong banking days after receipt of Seller’s final invoice, which shall be prepared as soon as all final information is known. The exchange rate used for the final invoice shall be as per the provisional invoice.

8.3 Seller shall issue the provisional and final invoice in CNH pursuant to requirements specified above. Payment will be in Offshore RMB to Seller's nominated Bank Account. Both parties agree that following conversion mechanism shall apply:

8.4 The provisional payment amount payable in CNH shall be calculated using USD/CNH conversion rate, without any rounding, as published by the Bloomberg agency on the web-page at 09:30 Beijing time (referred to as “bfix”) on the date notice of readiness (NOR) is tendered. Should the quotation be unavailable on the value date stated, the immediate available quotation before the value date shall be used.

8.5 If the final price is available, the amount payable in CNH shall be calculated using USD/CNH conversion rate, without any rounding, as published by the Bloomberg agency on the web-page at 09:30 Beijing time (referred to as “bfix”) on the date notice of readiness (NOR) is tendered. Should the quotation be unavailable on the value date stated, the immediate available quotation before the value date shall be used.

8.6 If any or all of the shipping documents are not available at the time of presentation, Buyer will pay Seller against presentation of Seller’s provisional or final invoice and Seller’s letter of Warranty (PDF copies sent via e-mail acceptable).

8.7 In the event of non-performance on the part of the buyer e.g. payment not received after 48h of Vessel NOR as per contractual terms, Seller shall have the right to call the performing Vessel on Demurrage for the duration of maximum 3 (Three) Days until Payment has been fully settled and/or after which this contract consider cancelled.

8.8 Payments falling due on a Sunday or Monday bank holiday shall be made on the first banking day following. Payments falling due on a Saturday or any other bank holiday shall be made on the last day prior.

Bloomberg page referenced in Clause 8.4 and 8.5 (verbatim link you provided)

 

https://www.bloomberg.com/markets/currencies/fx-fixings


9. PERFOMANCE BOND
   9.1 Performance bond/Bank Guarantee to be issued by or confirmed by a first class international bank in the format acceptable to the Seller and as part of the SALE contractual terms within 5 working days of the Contract date. The amount shall be equal to 100pct of the total value of the crude to be delivered. Such Performance Bond/ Bank Guarantee will have an expiry date consistent with the terms of the underlying sale contract.

9.2 In the event that the Performance Bond/Bank Guarantee is not forthcoming, Seller has the right to unilaterally cancel this contract.

9.3 For avoidance of doubt, this contract will only be effective after Seller’s Bank receive the Bank Guarantee in a Format acceptable to Seller/Seller’s Bank and from a Bank acceptable Seller/Seller’s Bank.

9.4 Such Performance Bond/Bank Guarantee will only be released/returned upon Full Final settlement of the Payment against the Final invoice (in the event that payment was made against the provisional invoice)

10. DETERMINATION OF QUANTITY AND QUALITY
    10.1 Quantity and Quality shall be determined and certified by the Buyers’ appointed independent inspector and its cost on buyers account. Any additional charges of the inspector for performing duties not specified in the agreement will be for the account of the party instructing the inspector.

10.2 Quantity shall be determined by independent inspector based on performing vessel on arrival ship tank quantity at discharge port.

10.3 Quality shall be determined by independent inspector based on performing vessel ship tank composite sample upon arrival at discharge port.

10.4 The independent inspector’s findings on quality and quantity at disport shall be final and binding on both buyer and seller, save for fraud and/or manifest error.

11. LAYTIME AND DEMURRAGE
    11.1 The vessel shall tender NOR upon arrival at the discharge port or customary anchorage or other waiting area or such other location as instructed by the port authorities.

11.2 Laytime: 76 (Seventy-Six) hours for discharging VLCC and 48 (Forty-Eight) hours for discharging SUEZMAX, SHINC (Sunday and Public Holidays included) at (Port/Terminal), P.R. China.

11.3 Laytime shall start upon berthing or six (6) hours after NOR is tendered, whichever is earlier, and shall cease when hoses are disconnected. Additionally, all waiting time for sampling and sampling results and payment shall be for Buyer’s account and shall count as used laytime.

11.4 For all times used in excess of the allowed laytime Buyer shall pay demurrage as per Actual Charter party Rate PDPR. Payment for such demurrage shall be made within 5 days of Sellers Invoice of Demurrage.

12. VESSEL
    12.1 Seller shall nominate the performing vessel for clearance with Buyer, such acceptance not to be unreasonably withheld. Any rejection of a vessel must be notified by Buyer to Seller within 12 hours. Seller shall have the right to substitute the vessel at any time prior to loading at load port. Buyer shall notify its acceptance of any substituted vessel without delay, such acceptance not to be unreasonably withheld.

12.2 Buyer shall provide full written discharge instructions for the discharge port to Seller at least 3 days prior to the vessel’s ETA at the discharge port. If Buyer fails to do so, Buyer shall be liable for any delays, costs, expenses and losses (including demurrage or detention) arising therefrom.

12.3 Buyer shall procure that the discharge port and berth shall always be safe, reachable on arrival and permit the vessel, when fully laden, to access, remain at, discharge Product and leave always afloat.

12.4 Buyer shall be responsible for and pay all charges, expenses and dues at the discharge port, other than those defined by World scale as being for the vessel owners’ account. All shifting costs shall be for Buyer’s account and time spent shifting shall count as laytime or time on demurrage, unless shifting is solely for the vessel’s purposes.

12.5 The Vessel’s Agent Shall Be Nominated By The Seller At The Discharge Port At Its Own Cost. All Taxes, Duties, And Imposts Fees, Charges Including, Without Limitation, Pilotage, Mooring, And Towage Expenses) And Dues (Including, Without Limitation, Quay Dues) In Respect Of The Vessel Incurred At The Discharge Port Shall Be For The Buyer’s Account.

12.6 Notwithstanding The Buyer’s Obligations To Provide And Maintain Or Cause To Be Provided And Maintained, In Good Working Order, All Necessary Flexible Hoses, Connections, Pipelines, And Tankage Facilities Free Of Charge To The Seller Necessary For The Discharging Of The Seller’s Vessel. The Seller Represents to the Buyer And Warrants/Indemnifies That It’s Vessel Can Berth And Discharge The Contractual Quantity Of Crude Oil At The Discharge Port Regardless Of Whether The Contractual Quantity Is A Whole Or Part Cargo And Irrespective Of The Port Scheduling Of The Vessel. Failure To Comply With This Term Shall Entitle The Buyer To Refuse To Berth The Named Vessel. Any Costs Incurred By The Seller In Providing A Substitute Vessel, Or Lightering And/Or Transhipping The Crude Oil At The Discharge Port Including Demurrage Shall Be For The Account Of The Seller.

13. Warranty
    There are no warranties, expressed or implied of merchant ability, fitness, or otherwise, except that the product shall meet the description and any specifications as set out in this contract.

14. RISK AND TITLE
    14.1 At Disport, Title to and risk in the Product shall pass from Seller to Buyer as the Product passes the vessel’s permanent hose connection at the port of discharge.

14.2 For Avoidance of Doubt, discharge shall only take place once Full Payment against Seller’s Provisional/Final Invoice has been sighted in Seller’s nominated Bank account.

15. Destination and End User:
    15.1 The Destination (Discharge) Port of Cargo shall be only (Port/Terminal, P.R. China) Port in China on Buyers firm request. Any additional Discharge Port instructed by the Buyer shall be applied and confirmed by the Seller prior to the Vessel nomination. The End User (i.e. refinery) of Cargo delivered under the terms and conditions of this contract shall be only the Named Refinery.

15.2 Buyer shall supply/offer/sell/deliver Cargo only and merely to the abovementioned End User. Delivery of Cargo by Buyer to any destination and/or end user except the abovementioned contractual Destination and End User is strongly and strictly prohibited. In case of Seller’s request for the supporting documents in this regard (i.e. regarding the delivery of Cargo by Buyer to the above mentioned Destination/End User), Buyer shall provide Seller with such relevant documents in a form acceptable to Seller, upon Seller’s request. Failure of Buyer in providing Seller with such documents in a form acceptable to Seller latest by 14 calendar days after the date of such request by Seller shall be deemed as failure of Buyer in delivery of Cargo to the contractual Destination/End User.

15.3 It is mutually agreed that, in the event that Buyer fails to fully and dully comply with this Clause 15 “Destination and End User” for any reason excluding force majeure or in case Seller at its sole discretion declares and proves that Buyer has breached of Clause 15 “Destination and End User” of this contract or in case Seller at its sole discretion declares and proves that Buyer has breached any term or condition of this contract for whatever reason including force majeure:

I. The liquidated damages as per Clause 15.4 shall be paid by Buyer to Seller for each net US barrel of Cargo and Seller is entitled to recover/settle such liquidated damages, inter alia, from any Buyer’s guarantee/mortgage/deposit or any other Buyer’s credits available to Seller, and Buyer has no right to claim in this regard. Such liquidated damages shall not be interpreted or construed as the right of Buyer for delivery of Cargo to any destination and/or end user except the abovementioned contractual Destination and End User as per Clause 15 “Destination and End User” of this contract; and

II. Without prejudice to the right of Seller for claiming the value of the Cargo, liquidated damages, delayed payment damages and termination of this contract etc., in accordance with the terms and conditions of this contract, Seller has the right to irrevocably and unconditionally terminate the contract and take back the whole discharged Cargo from storage tanks into which Cargo is discharged (hereinafter referred to as “Storage Tank” or “Storage Tanks”) at the Destination Port (and in case of partial discharge/release from Storage Tanks, to refuse the discharge/release of the remaining part of Cargo from Storage Tanks) through loading back Cargo from Storage Tanks at the Destination Port into any vessel nominated by Seller and/or through discharging/ releasing/ delivery of Cargo to any other storage tanks/buyer/end user nominated by Seller, as well as all of the Buyer’s right in the Cargo. In such case, all the arrangements and costs (including but not limited to all the costs and expenses related to Storage Tanks, Storage Tanks lease costs, operational costs, port dues, taxes, loss in quantity, deterioration of or shortage and shrinkage of Cargo, loading back costs, all the costs related to redelivery of the Cargo from Buyer to Seller, consequential loss, damage, etc.) for taking back the Cargo form Storage Tanks shall be borne and shall be paid by Buyer.

III. In such case, upon the request of Seller, Buyer shall give back the delivered (discharged) Cargo to Seller with the same quantity and quality as delivered to Buyer based on Seller's Vessel ullage (before and after discharging Cargo at the Destination Port) and the delivered quality of Cargo. Buyer is responsible for any change or damage in quality or specification (as per Seller’s declaration/confirmation for such change or damage) as well as any loss in quantity of the discharged Cargo in the Destination Port and all the costs in this regard shall be borne and shall be paid by Buyer as per Seller's invoice and Buyer has no right to claim in this regard. The difference between the discharged quantity of Cargo from Seller’s Vessel (based on Seller's Vessel ullage before and after discharging Cargo at the Destination Port) and the quantity which will be received by Seller after re-delivery of the Cargo to Seller, shall be borne by Buyer and such difference in quantity shall be multiplied by the contractual price as per Clause “7. Price” of this contract and shall be paid by Buyer as per Seller’s relevant invoice in accordance with the terms and conditions of this contract and Buyer has no right to claim in this regard.

IV. Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all claims, loss, damage, injury, cost (including the costs related to the Storage Tanks, etc.), charges, liability or exposure, however caused, resulting from or arising out of or in any way connected with breach of clause “15. Destination and End User” of this contract by Buyer.

V. The Seller expressly reserves all of its contractual and legal rights to claim compensation for any damages, losses, liabilities, costs, expenses etc. arising out of breach of the clause “15-Destination and End User” of this contract, by Buyer; and

VI. In case for whatever reason Seller at its sole discretion intends to exercise its right regarding taking back the Cargo from Storage Tanks, Buyer is strictly and absolutely obliged to fully cooperate in this regards and make at its own expenses all the necessary arrangements (including but not limited to all the arrangements regarding port clearance procedure, supplying of fuel, immediate redelivery of Cargo to the new destination/storage tank/vessel/buyer nominated by Seller, etc.) immediately. Without prejudice to the right of Seller for claiming the value of Cargo, liquidated damages, delayed payment damages and termination of this contract in accordance with the terms and conditions of this contract, upon the failure of Buyer to perform any part of its obligations hereunder, for whatever reason including force majeure, within five days of the request of Seller regarding performance of such obligation(s), a liquidated damages of Eighty thousand US Dollar (USD 80,000) per day shall immediately be charged to Buyer and Buyer shall pay such liquidated damages to Seller within ten days after the date of issuance of the Seller’s invoice in this regards. The imposition of such liquidated damages shall be in addition to any other rights and remedies of Seller under this contract and governing law to this contract.

15.4 Buyer shall provide Seller with full information of Storage Tanks prior to discharging Cargo at the Destination Port. At any time till the whole Cargo is delivered to the contractual End User, Seller is entitled and shall have full right to inspect Cargo at Discharge Port and Storage Tanks and/or to investigate delivery of Cargo to the contractual Destination and End User, by nominating its inspector and/or representative and Buyer shall facilitate such inspection/investigation whenever it is requested by Seller. Seller has the right to appoint its own inspector and/or representative to witness and verify transfer operations of Cargo, at Discharge Port and from Storage Tanks to the End User (i.e. refinery). In case any arrangements and formalities are required for such witnessing, Buyer shall arrange and facilitate accordingly. Any cost/fees arising for such performance is for Seller’s account.

15.5 It is understood that this crude oil sale/purchase contract shall not, in any manner of whatsoever nature, directly or indirectly affect and jeopardize the existing crude oil contract(s) between Seller and its current Customers and Markets (determination of such effect is at sole discretion of Seller). Therefore, Buyer is merely allowed to take the above-mentioned crude oil consignment to the above-mentioned Destination and End User. Besides, any supply of the crude oil Cargo purchased under this contract to any third party with lower prices (i.e., with higher discount) is prohibited and Buyer confirms and commits to sell the crude oil to its customers in arm’s length basis.

15.6 Without prejudice to Seller’s rights under this contract and governing law to this contract, Seller expressly reserves all of its contractual and legal rights to claim compensation for any reasonable damages, losses, liabilities, costs, expenses etc. arising out of breach of the clause “15-Destination and End User” of this contract by Buyer.

15.7 It is mutually agreed that in such case and if any failure occurs by Buyer of its’ obligations under clause 15 “Destination and End User” or in case Seller at its sole discretion declares and confirms that Buyer has breached any term or condition of this contract for whatever reason including force majeure, then Buyer shall pay the Seller a liquidated damage equal to USD 10.00 (US Dollar Ten Point Zero Zero) per barrel (on top of the unit price calculated as per Clause 7 “Price Formula”) as per the Seller’s invoice based on the discharged quantity as per Clause 15.2. Such liquidated damages shall be paid by Buyer to Seller and Buyer has no right to claim in this respect. Without prejudice to any other remedy available to Seller, Seller shall have right to recover the amounts of the liquidated damages from the securities and guarantees or any other Buyer’s credits available to Seller.

15.8 In this regard, upon request of Seller, Buyer shall provide Seller with valid certificate of discharge of Cargo as well as customs clearance and customs declaration documents, inspection reports, refining documents and/or any other related supporting documents/proofs required by Seller, which clearly prove and show that Cargo is supplied only to the contractual Destination and End User as per clause 15 “Destination and End User” of this contract, in a form acceptable to Seller, latest by fourteen (14) calendar days from the date of completion of discharge (hereinafter referred to as “COD”) of Cargo (at Destination Port) otherwise the same liquidated damages set forth in paragraph 1 of this Clause 15.4 shall be applied. In case Buyer fails to provide Seller with such documents latest by fourteen (14) calendar days from COD date of Cargo (at Destination Port), or in case according to the sole discretion of the Seller, such documents provided by Buyer does not prove to the sole satisfaction of the Seller that Cargo has been sold/offered/supplied/delivered to the contractual Destination and End User, or in case Buyer fails to make witnessing/inspection/investigation arrangements in accordance with clause 15.2 of this contract, or in case Seller’s inspector/representative does not confirm delivery of Cargo to the contractual End User for any reason, latest by 14 days from COD date of Cargo (at Destination Port), the same liquidated damages set forth in paragraph 1 of this Clause 15.4 shall be applied.

15.9 The liquidated damages as set forth in this Clause 15.4 shall not be interpreted or construed as the right of Buyer for delivery of the Cargo to any destination and/or end user except the above mentioned contractual Destination and End User as per clause 15 “Destination and End User” of this contract.

16. LIMITATION OF LIABILITY
    16.1 Without prejudice to any other remedy that may be available to the seller, if buyer fails to accept delivery of the product in accordance with the terms of this agreement without the prior written consent of the seller, the seller may in its absolute discretion and without prejudice to any other available right or remedy, or to any previous waiver, forbearance, or course of dealing, and without any liability on the part of seller whatsoever, be entitled to the following cumulative remedies available to seller at its option:-

(1) charge for all associated costs for storage at a third party's terminal or on board a vessel. in addition, if the product is stored onboard a vessel, buyer shall be liable for associated losses of the product and customs duties payable thereon. The buyer shall not be entitled to claim any gains indicated in documentation used in such transfers;

(2) Pursue disposal of the product via any other means and buyer shall be liable to the seller for any difference in price between the purchase price payable under this agreement for such product and the actual price at which the product was actually sold if such actual price is less than the purchase price under this agreement; and all other direct costs, losses, damages, expenses and liabilities incurred by the seller as a result of the buyer’s failure to accept delivery of the product. if seller elects to dispose the product, such action shall not relieve buyer of any remaining obligations to receive specific quantities of product or any other obligations under this agreement.

16.2 No claim shall be admitted in respect of any deficiency of quantity where the difference between the bill of lading quantity and ship’s loaded quantity (VEF applied) is 0.5% of the bill of lading quantity or less.

16.3 For the avoidance of doubt, any losses suffered by Seller in connection with any derivative instrument related to the Product entered into for hedging purposes and arising out of a breach of this contract by Buyer shall always be deemed to be foreseeable and recoverable notwithstanding any provision in this contract or rule of law to the contrary.

17. LAW AND JURISDICTION
    17.1 The contract shall be governed by and construed in accordance with law of Hong Kong, not including any conflict of laws or rules. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Hong Kong to the exclusion of any other forum or jurisdiction in accordance with the arbitration rules of the Hong Kong International Arbitration Centre (HKIAC rules) for the time being in force which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of a single arbitrator agreed upon by both parties, and if not so agreed, by the president of the court of arbitration of HKIAC.

17.2 The place of the arbitration shall be Hong Kong. The language of the arbitration shall be English. The reasoned arbitration award shall be final and binding upon both parties without recourse to any courts. Any costs related to arbitration, including reasonable attorney’s fees, shall be borne by the losing party.

17.3 The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Sale of Goods Act shall not apply to this contract.

18. ASSIGNMENT
    Without the prior written consent of the other party, which consent shall not be unreasonably withheld, neither party may assign its rights or obligations under this agreement in full or in part, except that the Seller and its operators may without such consent assign all or a portion of their rights to receive and obtain operations, handling and logistics (if required) as well as Banking services under the contract in connection with lifting and consignment arrangements. Any such assignment will not detract from the Seller's obligations under this contract.

19. FORCE MAJEURE
    19.1 If either party is prevented, hindered or delayed in the performance of any obligation(s) under this contract (except for any obligation to pay any sum, open a letter of credit or provide any form of security) by reason of a Force Majeure Event, then the affected party shall promptly notify the other party in writing of such Force Majeure Event and, provided such notice is given:

(a) the time for the performance of the affected obligation(s) shall be extended for the duration of the period in which the Force Majeure Event continues to prevent, hinder or delay performance of such obligations (but not more than 30 consecutive days); and

(b) neither party shall be liable to the other party for any failure or delay in the performance of any obligation(s) prevented, hindered or delays by reason of a Force Majeure Event or other obligations related thereto.

19.1 For the purposes of this clause, a “Force Majeure Event” means act of God, fire, ice conditions, or any other acts of the elements, strikes, lock-out, civil commotion, war, military operations of any character, act of terrorism, public enemy or sabotage, blockade, revolution, insurrection, any requests, orders, decisions, action or inaction by any government, governmental agency, civil, military, police or judicial authority, prohibitions of export or import, breakdown of vessel, adverse sea conditions, loss of tanker tonnage, perils of sea, curtailment, interference, failure or cessation of supply of the Product, or any other circumstances or events beyond the control of that party.,

19.2 If the Force Majeure Event continues to prevent, hinder or delay performance of the affected obligation(s) for more than consecutive 30 days, either party may terminate any affected delivery or deliveries which fell to be performed under the contract within that period by written notice to the other party. Upon termination in accordance with this clause, neither party shall have any further liability to the other in respect of this contract or, as the case may be, the terminated deliveries except for any rights and remedies previously accrued, including any payment obligations.

19.3 In no event under this provision shall either party suspend its obligations to make payments then due under this contract or any other contracts between the parties.

20. NO WAIVER
    20.1 Any amendment or waiver of any provision of this contract shall not be effective unless it is expressly made in writing.

20.2 No waiver by either party of any breach of any provision of this contract shall: (a) be considered to be a waiver of any subsequent or continuing breach of that provision; and (b) release, discharge or prejudice the right of the waiving party to require strict performance by the other party of any other of the provisions of this contract. The granting of time or indulgence by Seller to Buyer of additional time to open a letter of credit, make any payment or perform any other obligation shall not constitute a waiver of any right or remedy in this contract or at law.

21. THIRD PARTY RIGHTS
    No term of the contract shall be enforceable by any person, company or other legal entity which is not a party to the contract against one of the parties to the contract.

22. DEFAULT
    22.1 In the event that:
    (a) either party should: (i) enter into liquidation, bankruptcy or any similar proceedings; (ii) have a petition or otherwise have commenced any proceeding or cause of action under any bankruptcy or similar law; (iii) have a receiver, administrator, sequestrator or similar official appointed in respect of them or their assets and/or undertaking (or any part thereof); (iv) become bankrupt or insolvent; (v) be unable to pay their debts as they fall due; (vi) enter into a deed of arrangement or a composition for the benefit of its creditors; (vii) become subject to an order for winding up or dissolution; or (viii) do or suffer any equivalent act or thing under any applicable law, or in the event that a party has good reason to anticipate any such act or thing will occur with respect to the other party;

(b) Buyer fails to: (i) make any payment in full when due; (ii) open a letter of credit or provide any Security in accordance with the provisions of this contract; or (iii) take full delivery of the Product or, in the case of multiple deliveries, any one or more deliveries of Product in accordance with the provisions of this contract,

(c) Seller may, in its sole and absolute discretion:

1. Suspend performance of any one or more of its obligations under this contract (including without limitation any obligation to ship or deliver any Product);

2. Withhold any one or more payments due to Buyer;

3. Stop any Product in transit, retain any documents, refuse to discharge or deliver any Product to Buyer or take any other action to protect Seller’s rights and remedies as Seller, in its sole and absolute discretion, deems appropriate; and/or

4. Accelerate the due date for payment of any monies payable to Seller and determine a new payment due date; and/or

5. Notwithstanding any prior exercise of any one or more of the above rights or remedies, terminate this contract in whole or part immediately upon written notice to Buyer. For the avoidance of doubt, where this contract provides for multiple deliveries, Seller may elect to terminate any one or more deliveries or the entire contract.

22.1 Any termination pursuant to this clause shall be without prejudice to any right of action or claim accrued on or before the date of termination.

22.2 If Seller suspends performance of any obligation pursuant to this clause, Seller shall be under no obligation to perform at a later date an obligation the time for performance of which has expired during the suspension.

22.3 Buyer shall be liable for and indemnify Seller in respect of any losses, damages, claims, liabilities, costs and expenses sustained by Seller arising out of or in connection with the occurrence of any event listed above on the part of Buyer and/or the exercise by Seller of any one or more of its rights and remedies. Without limiting the generality of the foregoing, Buyer shall be liable for any delays, demurrage, detention, dead freight and any liabilities incurred in relation to any vessel.

22.4 The rights and remedies of Seller provided in this clause are without prejudice to, and in addition to, any other rights and remedies under this contract and/or at law.

23. TAXES AND LICENCES
    23.1 Any taxes and/or dues levied on the Product, whether existing or new, arising prior to delivery or in the country of origin shall be borne by Seller. Any taxes, duties, tariffs, charges, imposts and/or dues (“Taxes”) levied on or in relation to the Product or its sale, transportation, delivery or import, whether existing or new, arising after delivery or in the country of discharge and/or the importing country shall be borne by Buyer.

23.2 Buyer or Buyer’s customer shall be the importer of record and shall be responsible for complying with customs and excise entry procedures at the discharge port and shall be liable to customs and excise authorities for all Taxes that arise in respect of such customs and excise entry.

23.3 Buyer undertakes that it has obtained and will maintain all necessary import licences, authorizations, permits and formalities necessary for the performance by it of this contract. No failure by the Buyer to comply with this clause shall amount to frustration, constitute a Force Majeure Event, or otherwise constitute justification for the non-performance by Buyer of any of its obligations hereunder.

23.4 Buyer shall indemnify Seller in respect of any costs, penalties and interest incurred by Seller as a result of any failure by Buyer to comply with the foregoing provisions of this clause and/or any failure to pay, or delay in paying, any VAT, excise duty or other Taxes.

24. MISCELLANEOUS
    24.1 Where not inconsistent with the other provisions of this contract, Incoterms 2010 for DAP deliveries with latest amendments, if any, to apply.

24.2 Buyer shall provide persons responsible for the management of health, safety and environment matters within its organization and provide its employees, agents, contractors and customers to whom it supplies the Product and any other person who may deal with the Product with appropriate information and training to enable them to handle and use the Product delivered hereunder in a manner which does not endanger their health and safety.

24.3 The invalidity, illegality or unenforceability of any one or more provisions of this contract shall not impair the validity and enforceability of the other provisions of this contract.

24.4 This contract is to remain strictly private and confidential, save to the extent that a party may disclose this contract: (a) to their banks, accountants, auditors, legal or other professional advisors; (b) to the extent required by law, a competent court or liquidator or administrator of a party; or (c) if the other party has consented in writing to the disclosure.

24.5 Each party warrants and represents that: (a) it has full authority and capacity to enter into this contract; (b) where signed, each authorized person purporting to sign this contract has full power and authority to enter into this contract on that party’s behalf; and (c) this contract constitutes valid and binding obligations of that party enforceable in accordance with its terms.

25. CLAIMS
    25.1 Any claims by Buyer relating to the Product (including without limitation its quality, condition, description or quantity) must be submitted to Seller in writing with all supporting documents within 14 (fourteen) days from the Discharge date, failing which any and all claims by Buyer relating to the Product shall be deemed waived and absolutely barred.

25.2 Notwithstanding and without prejudice to any other periods for bringing claims in this contract, Buyer must commence legal proceedings or arbitration in respect of any claims within one year from the later of the date of completion of final discharge or the last date for shipment specified in Clause 6 DELIVERY, failing which any and all claims by Buyer shall be deemed waived and absolutely barred.

26. SET OFF
    Seller shall have the right to set off any amounts which Buyer and/or any of its affiliates owes to Seller (whether under this contract or any other contract or account related to this contract) which would otherwise be payable by Seller to Buyer under this contract and such set off shall operate automatically to satisfy and discharge Seller’s obligation to make payment hereunder.

27. NOTICES
    27.1 Any contractual, operational, financial, or pricing notifications are to be made to the following contacts:

A.) Seller
Operations : to be advised
E-mail :
Finance : to be advised
E-mail :
Contracts : to be advised
E-mail :
Claims : to be advised
E-mail :

B.) Buyer
Operations : to be advised
E-mail :
Finance : to be advised
E-mail :
Contracts : to be advised
E-mail :
Claims : to be advised
E-mail :

27.2 Any alterations to the contacts or addresses specified here above shall be notified immediately to the other party. Seller shall not be responsible for any losses, costs, liabilities or delays resulting from correspondence sent to any other number and/or address.

28. CONFIDENTIALITY
    28.1 The terms and conditions of this contract together with all other relevant materials or information in connection with this transaction (“confidential information”) shall be strictly kept private and confidential between the parties and shall not be disclosed by either party (“disclosing party”) to any third party without the prior written consent of the other party.

28.2 The obligations of non-disclosure and of confidentiality shall not apply to the contract if the confidential information:
a. Is required to be disclosed by law, regulation, any regulatory or governmental body or supervisory authority, any court of competent jurisdiction or pursuant to the rules of any recognized stock exchange; or
b. Is or becomes generally available to the public otherwise than through the fault or action of the disclosing party; or

28.3 Is disclosed by disclosing party to its officers, directors, employees and professional advisers and to the officers, directors, employees and professional advisers of its affiliate(s), to the extent such disclosure is bona fide necessary for the proper performance of their duties in respect of this contract, and the disclosing party shall cause all parties in receipt of such confidential information to be bound by the same obligations of confidentiality as contained in the contract. For this purpose, “affiliate” means any corporation or other legal entity directly or indirectly controlling or controlled by the party or controlled or indirectly by any corporation or other legal entity having direct or indirect control over a party. “control” means the direct or indirect ownership of fifty per cent (50%) or more of the voting rights to the issued share capital of such company or other legal entity; or

28.4 Is required to be disclosed by the disclosing party to protect or pursue a legal right in connection with any dispute, legal or arbitration proceedings, and the disclosing party shall cause all parties in receipt of such confidential information to be bound by the same obligations of confidentiality as contained in the contract.

29. ENTIRE AGREEMENT
    29.1 This contract contains the entire agreement between the parties and supersedes all previous negotiations, representations, warranties, statements, undertakings, agreements or commitments, oral or written, with regard to its subject matter.

29.2 Each party acknowledges that: (a) in entering into this contract it has not relied on any representations, warranties, statements or undertakings except those which are expressly set out herein; and (b) neither party will be liable in tort or under any collateral contract or warranty in respect of any representations, warranties, statements or undertakings which may have been made prior to the contract being entered into.

30. SELLER’S CONTRACT PREVAILS
    ___________________ is the selling party in this transaction, and as per standard industry practice, Seller’s contract will govern the terms of this transaction. If any of the above is contrary to Buyer’s understanding of the agreement, Buyer must respond immediately via e-mail with its specific points of disagreement (not a full contract). If no such notification is received by Seller within 72 hours following the date/time on which this contract is sent to Buyer, the provisions set forth in this contract shall be binding upon both parties without modification or substitution. If Buyer notifies Seller of additional or different terms from those set forth herein, those terms shall be considered only as proposals for amendments to this contract and shall not become part of it unless expressly agreed by Seller in writing. In case of discrepancies between different translation languages, the English version of the contract shall prevail.

31. CONCLUSION
    This sales and purchase agreement is compiled in ANNEXES, the parties agree that signed/seal copies of this agreement will be in full force and effect. Parties hereby confirm and accept that the contract sent by facsimile or by any similar programs EDT (Electronic Documents Transmissions) shall be legal and binding.

Name of Seller :

For and on behalf of Seller
Director :

Name of Buyer :

For and on behalf of Buyer
Director :

Appendix 1
LIGHT CRUDE OIL SPECIFICATION

Appendix 2
HEAVY CRUDE OIL SPECIFICATION