IRREVOCABLE CORPORATE PURCHASE ORDER (Oil & Petroleum Products Transaction)
Quote from chief_editor on January 18, 2026, 10:07 amIRREVOCABLE CORPORATE PURCHASE ORDER
(Oil & Petroleum Products Transaction)Date: [●]
To:
[SELLER LEGAL NAME]
Registered Address: [●]This Irrevocable Corporate Purchase Order (“ICPO”) is issued by:
BUYER (LEGAL NAME): [●]
Registered Address: [●]
Country of Incorporation: [●]
Company Registration Number: [●](each hereinafter referred to as the “Buyer”).
This ICPO is issued in connection with the proposed purchase of crude oil and/or petroleum products (the “Product”) and is intended to evidence the Buyer’s firm, binding and irrevocable intention to enter into a definitive sale and purchase agreement with the Seller, subject only to the conditions expressly stated herein.
BUYER REPRESENTATIONS AND AUTHORITY
1.1 The Buyer hereby represents and warrants that it is a duly incorporated and validly existing legal entity in good standing under the laws of its jurisdiction of incorporation.
1.2 The Buyer has full corporate power, authority and legal capacity to issue this ICPO and to enter into, execute and perform the contemplated sale and purchase transaction and any definitive agreement arising therefrom.
1.3 This ICPO has been duly authorized by all necessary corporate actions of the Buyer, and the undersigned signatory is duly authorized to bind the Buyer.
1.4 This ICPO constitutes a legally binding corporate undertaking of the Buyer, subject only to execution of a definitive sale and purchase agreement consistent with the commercial terms set out herein.
PRODUCT AND COMMERCIAL TERMS
2.1 Product: Crude oil and/or petroleum products (including but not limited to crude oil, gasoil, diesel, jet fuel, fuel oil or similar products).
2.2 Quantity: [●] BBLS / MT per shipment, with total contractual quantity of [●], subject to customary operational tolerances as agreed in the definitive agreement.
2.3 Delivery Term: DAP (Incoterms® latest version) to [Port / Terminal], [Country].
2.4 Delivery Period: [Month / Range], subject to vessel nomination and operational scheduling as per the definitive agreement.
2.5 Quality and Specifications: As per Seller’s usual export quality and specifications, to be detailed in the definitive agreement and verified by independent inspection at discharge port.
2.6 End User: [Name of refinery / terminal / final user], and Buyer confirms that the Product shall be delivered solely to the contractual destination and end user as agreed with the Seller.
PRICE AND PRICING MECHANISM
3.1 Price Basis: The price shall be determined in accordance with the pricing formula to be agreed in the definitive sale and purchase agreement, typically linked to ICE Brent or other internationally recognized benchmark, without discounts or deductions unless expressly agreed.
3.2 Pricing Period: To be based on the agreed quotation period surrounding the Notice of Readiness (NOR) at discharge port, as specified in the definitive agreement.
3.3 Buyer acknowledges and accepts that final price determination shall be binding as calculated pursuant to the definitive agreement.
PAYMENT TERMS
4.1 Payment Method: Buyer shall make full payment by telegraphic transfer in same day value funds to the Seller’s nominated bank account.
4.2 Payment Timing: Payment shall be made within the time period specified in the definitive agreement, typically within forty-eight (48) hours of the first valid NOR at discharge port.
4.3 Currency: Payment shall be made in [USD / CNH / other agreed currency], subject to agreed FX conversion mechanism where applicable.
4.4 Buyer confirms that payment shall be made only from the Buyer’s own bank account and not from any third-party account.
PROOF OF FUNDS AND SECURITY
5.1 Buyer confirms that it has sufficient funds available to perform its payment obligations under the contemplated transaction.
5.2 Buyer undertakes to provide, upon Seller’s request and within the timeframe specified by the Seller, acceptable Proof of Funds, Bank Comfort Letter, Performance Bond, Bank Guarantee, Letter of Credit or other security required under the definitive agreement.
5.3 Buyer acknowledges that failure to provide required financial instruments or security in a form acceptable to the Seller shall entitle the Seller to refuse to proceed with the transaction without liability.
KYC, AML AND COMPLIANCE UNDERTAKINGS
6.1 Buyer confirms that it has provided, or shall promptly provide upon request, complete and accurate KYC documentation in accordance with Seller’s and Seller’s bank’s requirements.
6.2 Buyer represents that all funds used for the transaction are derived from legitimate commercial activities and lawful sources and are not connected to money laundering, terrorist financing, corruption, sanctions evasion or other illegal activities.
6.3 Buyer represents that neither it nor its ultimate beneficial owners, directors or officers is a sanctioned person or subject to asset freezes under applicable sanctions regimes.
6.4 Buyer undertakes to promptly notify Seller of any change that may affect the accuracy of these representations.
IRREVOCABILITY AND VALIDITY
7.1 This ICPO is irrevocable and shall remain valid for a period of [●] calendar days from the date hereof, unless earlier accepted or rejected by the Seller in writing.
7.2 During the validity period, Buyer shall not withdraw, amend or revoke this ICPO without Seller’s prior written consent.
7.3 Buyer acknowledges that Seller may rely on this ICPO in allocating supply, nominating vessels and conducting compliance and operational preparations.
GOVERNING LAW AND DISPUTE RESOLUTION
8.1 This ICPO shall be governed by and construed in accordance with the laws specified in the definitive sale and purchase agreement, anticipated to be Hong Kong law.
8.2 Any dispute arising out of or in connection with this ICPO shall be resolved in accordance with the dispute resolution mechanism set out in the definitive agreement.
CONFIDENTIALITY
This ICPO and all information contained herein shall be treated as strictly confidential and shall not be disclosed to any third party except to banks, legal advisers or as required by law or regulation.
NON-BINDING ITEMS
Except for Clauses 1, 4.4, 5, 6, 7, 8 and 9, which shall be legally binding, the remaining commercial terms set out herein are intended to be incorporated into a definitive sale and purchase agreement and shall be subject to final negotiation and execution of such agreement.
DECLARATION
The Buyer hereby confirms its firm intention and financial capability to proceed with the contemplated transaction in good faith and in accordance with the terms set out herein.
For and on behalf of the BUYER
Company Name: ____________________
Name of Authorized Signatory: ____________________
Title: ____________________
Signature: ____________________
Date: ____________________Company Seal (if applicable)
IRREVOCABLE CORPORATE PURCHASE ORDER
(Oil & Petroleum Products Transaction)
Date: [●]
To:
[SELLER LEGAL NAME]
Registered Address: [●]
This Irrevocable Corporate Purchase Order (“ICPO”) is issued by:
BUYER (LEGAL NAME): [●]
Registered Address: [●]
Country of Incorporation: [●]
Company Registration Number: [●]
(each hereinafter referred to as the “Buyer”).
This ICPO is issued in connection with the proposed purchase of crude oil and/or petroleum products (the “Product”) and is intended to evidence the Buyer’s firm, binding and irrevocable intention to enter into a definitive sale and purchase agreement with the Seller, subject only to the conditions expressly stated herein.
-
BUYER REPRESENTATIONS AND AUTHORITY
1.1 The Buyer hereby represents and warrants that it is a duly incorporated and validly existing legal entity in good standing under the laws of its jurisdiction of incorporation.
1.2 The Buyer has full corporate power, authority and legal capacity to issue this ICPO and to enter into, execute and perform the contemplated sale and purchase transaction and any definitive agreement arising therefrom.
1.3 This ICPO has been duly authorized by all necessary corporate actions of the Buyer, and the undersigned signatory is duly authorized to bind the Buyer.
1.4 This ICPO constitutes a legally binding corporate undertaking of the Buyer, subject only to execution of a definitive sale and purchase agreement consistent with the commercial terms set out herein.
-
PRODUCT AND COMMERCIAL TERMS
2.1 Product: Crude oil and/or petroleum products (including but not limited to crude oil, gasoil, diesel, jet fuel, fuel oil or similar products).
2.2 Quantity: [●] BBLS / MT per shipment, with total contractual quantity of [●], subject to customary operational tolerances as agreed in the definitive agreement.
2.3 Delivery Term: DAP (Incoterms® latest version) to [Port / Terminal], [Country].
2.4 Delivery Period: [Month / Range], subject to vessel nomination and operational scheduling as per the definitive agreement.
2.5 Quality and Specifications: As per Seller’s usual export quality and specifications, to be detailed in the definitive agreement and verified by independent inspection at discharge port.
2.6 End User: [Name of refinery / terminal / final user], and Buyer confirms that the Product shall be delivered solely to the contractual destination and end user as agreed with the Seller.
-
PRICE AND PRICING MECHANISM
3.1 Price Basis: The price shall be determined in accordance with the pricing formula to be agreed in the definitive sale and purchase agreement, typically linked to ICE Brent or other internationally recognized benchmark, without discounts or deductions unless expressly agreed.
3.2 Pricing Period: To be based on the agreed quotation period surrounding the Notice of Readiness (NOR) at discharge port, as specified in the definitive agreement.
3.3 Buyer acknowledges and accepts that final price determination shall be binding as calculated pursuant to the definitive agreement.
-
PAYMENT TERMS
4.1 Payment Method: Buyer shall make full payment by telegraphic transfer in same day value funds to the Seller’s nominated bank account.
4.2 Payment Timing: Payment shall be made within the time period specified in the definitive agreement, typically within forty-eight (48) hours of the first valid NOR at discharge port.
4.3 Currency: Payment shall be made in [USD / CNH / other agreed currency], subject to agreed FX conversion mechanism where applicable.
4.4 Buyer confirms that payment shall be made only from the Buyer’s own bank account and not from any third-party account.
-
PROOF OF FUNDS AND SECURITY
5.1 Buyer confirms that it has sufficient funds available to perform its payment obligations under the contemplated transaction.
5.2 Buyer undertakes to provide, upon Seller’s request and within the timeframe specified by the Seller, acceptable Proof of Funds, Bank Comfort Letter, Performance Bond, Bank Guarantee, Letter of Credit or other security required under the definitive agreement.
5.3 Buyer acknowledges that failure to provide required financial instruments or security in a form acceptable to the Seller shall entitle the Seller to refuse to proceed with the transaction without liability.
-
KYC, AML AND COMPLIANCE UNDERTAKINGS
6.1 Buyer confirms that it has provided, or shall promptly provide upon request, complete and accurate KYC documentation in accordance with Seller’s and Seller’s bank’s requirements.
6.2 Buyer represents that all funds used for the transaction are derived from legitimate commercial activities and lawful sources and are not connected to money laundering, terrorist financing, corruption, sanctions evasion or other illegal activities.
6.3 Buyer represents that neither it nor its ultimate beneficial owners, directors or officers is a sanctioned person or subject to asset freezes under applicable sanctions regimes.
6.4 Buyer undertakes to promptly notify Seller of any change that may affect the accuracy of these representations.
-
IRREVOCABILITY AND VALIDITY
7.1 This ICPO is irrevocable and shall remain valid for a period of [●] calendar days from the date hereof, unless earlier accepted or rejected by the Seller in writing.
7.2 During the validity period, Buyer shall not withdraw, amend or revoke this ICPO without Seller’s prior written consent.
7.3 Buyer acknowledges that Seller may rely on this ICPO in allocating supply, nominating vessels and conducting compliance and operational preparations.
-
GOVERNING LAW AND DISPUTE RESOLUTION
8.1 This ICPO shall be governed by and construed in accordance with the laws specified in the definitive sale and purchase agreement, anticipated to be Hong Kong law.
8.2 Any dispute arising out of or in connection with this ICPO shall be resolved in accordance with the dispute resolution mechanism set out in the definitive agreement.
-
CONFIDENTIALITY
This ICPO and all information contained herein shall be treated as strictly confidential and shall not be disclosed to any third party except to banks, legal advisers or as required by law or regulation.
-
NON-BINDING ITEMS
Except for Clauses 1, 4.4, 5, 6, 7, 8 and 9, which shall be legally binding, the remaining commercial terms set out herein are intended to be incorporated into a definitive sale and purchase agreement and shall be subject to final negotiation and execution of such agreement.
DECLARATION
The Buyer hereby confirms its firm intention and financial capability to proceed with the contemplated transaction in good faith and in accordance with the terms set out herein.
For and on behalf of the BUYER
Company Name: ____________________
Name of Authorized Signatory: ____________________
Title: ____________________
Signature: ____________________
Date: ____________________
Company Seal (if applicable)