Oraclius Holdings

Company Description

here is a sample of the latest contract BETOraclius HoldingsEN Hereinafter referred to as the Buyer 1. Scope of the Contract 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 BONNY LIGHT {hereinafter called product) of Nigeria Origin. 3 The Nigerian National Petroleum Corporation (THE SELLER) has sold and the BUYER has bought on TTO basis from the total quantity of 280, 000MT +/-5% of BONNY LIGHT 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 the 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 that shall be lifted from NNPC Bulk approved equity agent&＃039;s share Off OPEC Record. The Seller shall be supplying a quantity of about 280, 000MT of BONNY LIGHT. Both parties may consider additional deliveries after successfully completing the total shipment(s . 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 AN INSPECTION COMPANY, Which shall be final and binding upon the parties. Technical specifications All Parties agree to a tolerance level of plus or minus 5% - 10% for the result of the quality inspection unless otherwise stated. The BONNY LIGHT 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 l specification, as agreed to in the contract, the price per barrel shall decrease by $0.02 for each 1/10th (one tenth) of a percent above 0.15% wt, Sulphur for the Crude Oil. 6. Measurement and Samples 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 of Terminal loading basis. 8. Title and Risk of Loss Title and risk of loss or damage to the Crude Oil shall pass from Seller to Buyer at the loading port when the last drop of the Crude Oil is loaded into the Seller&＃039;s nominated Vessel and all connections to the vessel have been removed. 9. Indemnity Indemnity should include: that if buyer goes on board vessel & find nothing , seller will pay the sum of N300m to buyer for his expences. While if seller issues ATB & grants clearance to the buyer’s supercargo & inspectors, & buyer fails to board vessel or boards vessel & fails to pay, buyer pays seller the sum of N300m from his expence. 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. 10. SPECIFICATIONS SPECIFIC GRAVITY: 0.8398 API AT 60 DEG. F: 37.00 +/- 5% (ASTM D-1298) WATER CONTENT BY DISTILLATION: 0.2% (ASTM D-4006) POUR POINT DEGREES F: BELOW 40 (ASTM D-97) SULFUR WEIGHT %: 0.14 (ASTM D-139) SALT CONTENT PARTS PER BILLION: 3.0 (ASTM D-526) REID VAPOR PRESSURE (*****) 6.52 (ASTM D-529) KINEMATIC VISCOSITY @ 30 DEG. C: 2.2 (ASTM D-523) DISTILLATION INITIAL BOILING POINT (IBP) 35 DEG. C (ASTM D-86) DISTILL TO 75 DEG. C VOL.% 7.0 DISTILL TO 175 DEG. C VOL.% 35.5 DISTILL TO 250 DEG. C VOL.% 51.5 DISTILL TO 300 DEG. C VOL% 60.5 COLOUR - Dark Brown Price & Currency The price to be paid shall be based on the loaded quantity of Crude Oil for each shipment based on Q&Q Report. The applicable currency in respect of payment for the Cargo shall be in Nigeria naira. The price shall be Price: 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 Platt’s Oil gram Report. The applicable currency in respect of payment for the Cargo shall be the United States Dollars (USD). The price shall be calculated on the three (3) days average mean quotation, one day before the day of loading, the day of loading, and the day after the loading. “Plait&＃039;s” Platt&＃039;s McGraw Hill, London is the organization internationally recognized and accepted who publish official market prices of petroleum products on a daily basis. 11. Payment Terms a, -The payment will be in Nigeria Naira or US Dollars and made by DRAFT from a prime Bank in favour of the SELLER, through SELLER Nominated bank confirmed by a top rated World Bank in favour of the Seller in the amount in Naira corresponding to the total value of monthly shipment b- Payments are made by The Buyer by draft upon presentation of documents listed below c. - In the event payment due date falls on a Saturday or a Nigeria or New York banking holiday other than a Monday, then payment will be affected on the preceding banking day. If the payment due date falls on a Sunday or a banking holiday, then the payment shall be effected on the next banking day. d - Buyer shall instruct its bank to advise seller&＃039;s 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 advise is to be sent in due time so as to enable Seller&＃039;s bank to credit Seller with value on due date. e- All documents drawn under and in compliance with the Terms of the Letter of Credit or Bank quarantee shall be duly honored upon presentation, unless otherwise stated. The transaction shall be subject to the Uniform Customs and Practice for Documentary Credit (1993 revision, International Chamber of Commerce, Paris Publication No. 500). f. - 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 effectuated according to the contract agreement herein. g. - The Letter of Credit or Bank guarantee shall be in the form accepted by the seller and meeting international standard requirements. h - The SELLER and BUYER each shall be responsible for their own bank charges. 12. Berth & Loading Port Seller shall provide and make necessary arrangements at the discharging point to enable the vessel leave safely. 13 Nominations, Shipment & Procedures The procedure for this transaction as indicated hereunder shall be as follows in its strictest terms. . CONTRACT PROCEDURE: 1. Seller and buyer sign and seal contract with full banking details and forward same to their respective banks 2. Buyer through his bank raise a MT.103/23, LC and bank manager’s cheque of N100m [One hundred million naira only]to seller for marine ATB, boarding of super cargo and security clearance. 3. Seller confirms bank manager’s cheque and directs the captain to issue ATB to the buyer’s inspector and copy buyer 4. Seller boards super cargo and clears vessel to Cotonu water for Q&Q 5. Seller conveys the buyer’s inspector and supercargo on board for Q & Q determination 6. Buyer’s inspector conduct Q & Q on the product 7. Seller releases the soft copies of the cargo document in buyer’s name to the buyer 8. Buyer places payment instrument LC or BG on the product in favour of the Seller 9. Buyer completes TTO process 10. Buyer pays for the cargo within 72hrs according to the Q & Q result and the payment advice to be issued by the seller 11. Seller confirms the payment and releases hard copies of all shipping document in buyer’s name to the Buyer Vessel sails to her port of discharge 14. Warranties The Seller 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. DOCUMENT TO BE SUBMITTED BY SELLER TO THE BUYER 1. Original bill of lading. 2. Commercial invoices. 3. Tanker haulage report. 4. Tanker time sheet. 5. Master&＃039;s receipt of documents. 6. Certificate of origin. 7. Certificate (or Warranty) of Title, 8. Certificate of Quality and Quantity. Any other documents pertaining or related to the current transaction, duly signed by the authorized person(s) and as required by and specified in the irrevocable Letter of Credit. 16. Taxes, Duties & Charges Seller shall pay ordinary agency fees, towage, pilot age and similar port charges, port duties and after taxes against Vessel at the loading Port. Buyer is the importer of record and shall comply with all applicable government regulations governing said importation, procure all necessary licenses and permissions, and shall pay or cause to be paid all duties, imports and taxes for its importation, 17. Force Majeure Neither party to this agreement shall be responsible for breach of contract cause by acts of God, insurrection, break-down of operations or supplies to the seller, civil war, military operations, and national or local emergencies. The parties hereby accept the international provisions of Force Majeure and hardships published by the International Chamber of Commerce. 18. Applicable Law, Litigation and Arbitration. Any dispute arising during the execution of this contract shall be settled amicably, if parties fail to do so, they shall accept as final the decisions of the court of arbitration of the International Chamber of Commerce, Swiss Law to apply. Expedite procedure format and all proceedings are to be continued in English and shall be settled by arbitration in accordance with the laws of The United States, Nigeria, Switzerland and/or England as the case may be. 19. General Provisions a. The parties hereby agree that this Contract shall become valid and operational if and when signed and sealed in counterparts and until both parties have fulfilled their obligations. b. The Agreement and all information obtained by one party from the other party shall be treated as confidential. c. The headings appearing in the Agreement are for convenience only. d. Any modification or addition to the Agreement shall be made in writing. 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. 21. Amendments and Waivers a) This Agreement shall not be amended or modified or any provision thereof waived, except in writing and accepted by both parties. b) Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect any other provision herein: 22. Insurance Buyer, at his own expense, shall procure a policy with a first class Marine Insurance Institute to cover one hundred and ten percent (110%) of the value of the cargo, The insurance policy will cover all risks of loss or damages to said cargo, including war, hijacking, explosion etc, from the time cargo has passed the ship&＃039;s manifold flanges at the loading port. 23. Non Circumvention Non Disclosure Confidential Agreement The undersigned parties do hereby accept and agree to fulfill 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 realized from the transaction BUYER&＃039;S ACKNOWLEDGEMENT 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 trenches, until the transaction under the above entered codes is totally completed, the compensation to the beneficiaries&＃039; bank accounts, as stipulated herein. SUCCESSORS: This Agreement is binding upon and insures to the benefit of the successors, assignees, heirs and personal Representatives of the receiving person(s). The undersigned has executed this agreement on this 03/09/2010. 29. Conclusions Declaration and Signatures 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 compiled in three originals of 10 pages, "Product Description-Bonny Light Crude". 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. BUYER SIGN AND SEAL. For and On Behalf of the BUYER Name: Designation: Signature, Corporate Stamp & Seal Date For and On Behalf of the SELLER NAME: Designation:OPERATIONS Signature Date: 03-09-2010