ПОДДЕЛКА

SALES AND PURCHASE CONTRACT FOR SPECIFICATIONS OF RUSSIAN LIQUEDIED

PETROLEUM GAS (LPG) (GOST 2044890) (CIF)

TRANSACTION CODE AND REFERENCE NUMBERS

DATE OF ISSUE : 04/10/2019
CONTRACT NUMBER : RN-TUPSE/RBH /8735588GT/ LIQUEDIED PETROLEUM
GAS (LPG)(GOST20448-90)
SELLER‟S CODE : RN-TAUPSE/RBH/ 660000/LPG/0019
BUYER‟S CODE :
THE SELLER
COMPANY : LLC RN-TUAPSE REFINERY
ADDRESS : 1,Sochinskaya Street Tuapse 352800,Krasnodar Region.Russian
Ferseration. CITY : Krasnodar Region
COUNTRY : RUSSIA
TELEPHONE / FAX. : +7-(495)-203-5970 / +7-(926)-774-8443
EMAIL : sales@rn-tuapse.ru , info@rn-tuapse.ru
REPRESENTED BY : Mr Sergey Nikolayevich Skuridin (Deputy General Director)

AND

THE BUYER
COMPANY :
ADDRESS :
CITY :
COUNTRY :
TELEPHONE/FAX :
EMAIL
REPRESENTED BY :
BASIC INFORMATION
PRODUCT RUSSIAN LIQUEDIED PETROLEUM GAS (LPG) (GOST 2044890)
ORIGIN Russian
QUALITY AS PER THE SEPCIFICATION IN THIS CONTRACT
QUANTITY
(CIF) 3,000MTX 12 MONTHS (FIRST TRIAL SHIPPMENT 3,000MT)
CONTRACT (CIF) TWELVE MONTHS
DURATION
LOADING PORT (CIF) PRISMOSK OR VLADIVOSTOK(ASWP)

DISCHARGING PORT (CIF) Delivering to Walvis Bay Port in Namibia (ASWP)

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PRICE
COMMISION
PAYMENT
DOCUMENT
US$200/190/MT (Based on CIF)
$10/MT (Seller side 50%, and Buyer side 50%)
IRREVOCABLE, DIVISIBLE, CONFIRMEDAND TRANSFERABLE
SBLC/MT760, MT103 (TT-WIRETRANSFER).
before Lifting against correspondents document and contract between O
LLC RN-TUAPSE REFINERY and

PROOF OF PRODUCT REFERENCE No-RUS/000026648.S.T./XX,

SELLER´S CODE RN-TAUPSE/RBH/ 660000/LPG/0019
BUYER´S CODE
WHEREAS THE BUYER HEREBY MAKES AND CONFIRMS THAT THEY ARE READY, WILLING
AND ABLE TO PURCHASE RUSSIAN SPECIFICATIONS OF RUSSIAN LIQUEDIED PETROLEUM
GAS (LPG) (GOST 2044890), QUANTITY:$200/190 Per MT / 3,000MT x 12 months = 36,000MT（+/‐
5%)MT MONTLY, First trial delivery 3,000MT
AND
WHEREAS THE SELLER WITH FULL CORPORATE AUTHORITY AND RESPONSIBILITY
HEREBY CERTIFIES, REPRESENTS AND WARRANTS IRREVOCABLY THAT IT CAN
FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PROVIDE THE PRODUCT
UNDER THE TERMS AND CONDITIONS CONTAINED HEREIN FOR A TOTAL QUANTITY
OF
RUSSIAN SPECIFICATIONS OF RUSSIAN LIQUEDIED PETROLEUM GAS (LPG) (GOST 20448-90)
AND
WHEREAS, EACH OF THE OFFICERS EXECUTING RESPECTIVELY ON BEHALF OF THE
SELLER AND THE BUYER HEREIN EACH REPRESENT THAT THEY HAVE THE FULL
AUTHORITY TO EXECUTE THIS AGREEMENT AND THAT THE BUYER AND SELLER
EACH AGREES HERETO TO BE BOUND BY THE TERMS AND CONDITIONS STATED
HEREIN: BOTH PARTIES HEREBY AGREE AND COVENANT AS TO HONORING THE
FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT AS PER THE
INTERNATIONAL CHAMBER OF COMMERCE ICC 600 2007 REVISION.

ARTICLE 01 - ORIGIN
RUSSIAN FEDERATION

ARTICLE 02 - PRODUCT NAME, QUALITY AND SPECIFICATIONS

THE COMMODITY SHALL BE CORRESPONDING AS PER INSPECTION CERTIFICATE
ISSUED BY SGS OR COMPATIBLE WORLD CLASS INSPECTION ORGANIZATION AT PORT
OF LOADING CONFIRMING THAT THE COMMODITY MEETS THE FOLLOWING

SPECIFICATIONS: RUSSIAN LIQUEDIED PETROLEUM GAS (LPG) (GOST 2044890)

ПОДДЕЛКА
SPECIFICATION:
Specification of RUSSIAN LIQUEDIED PETROLUEM GAS (LPG) (GOST 2044890)
TEST

Composition, liquid volume

% Ethane
GUARANTEE

Max 2.0
METHOD

ASTM D-2163

Propane Min 95.0

Butanes Max 4.0

Pentanes and heavier Nil

Total Olefins Max 0.1

Corrosive Compounds, Copper strip Max No.1 ASTM D-1838

Hydrogen Sulfide, ppm (wt) (b) Max 5 Lead acetate paper per Exxon Lab.

Inspection Circular 200.14

UOP-212

Specific Gravity, 60°F/60°F To be reported ASTM D-2598

Sulfur (Total), ppm (wt) (µg/g) Max 30 ASTM D-2784 (d)

Vapor pressure @ 100°F, psig (kPa(g)) Max 200 (1380) ASTM D-2598/D-1267

Water Content, ppm (wt) Max 10 (c) ASTM E-700

ARTICLE 03 – PACKING
BULK
ARTICLE 04 – DESTINATION PORT : (CIF) Walvis Bay Port in
Namibia (ASWP)
TIME OF SHIPMENT: THE FIRST DELIVERY DATE WILL BE WITHIN 15 DAYS AFTER THE
BUYER‟S SBLC BECOMES EFFECTIVE. THE OTHERS WOULD BE ACCORDING TO SHIPPING
SCHEDULE PLAN.

ARTICLE 05 - BASIS OF DELIVERY

RUSSIAN LIQUEDIED PETROLEUMGAS (LPG ) (GOST 2044890) $200/190MT 3,000MT x12MONTHS
MONTLY QUANTITY: 3,000MT X12months / First delivery 3,000MT

PLACE/PORT OF LOADING: THE NOMINATED PORTS OF LOADING IS PORTS OF PRISMOSK

OR VLADIVOSTOK (ASWP)”
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INCOTERMS: „INCOTERMS 2010‟

PRODUCTPRICE: $200/190/MT (CIF) Walvis Bay Port in

Namibia (ASWP)
ORIGIN: RUSSIA
Discharge Port: (CIF) Walvis Bay Port in Namibia (ASWP)
LAYCAN:
PAYMENTTERMS: IRREVOCABLE, DIVISIBLE, CONFIRMED AND TRANSFERABLE
SBLC/MT760, MT103 (TT-WIRETRANSFER).
COMMISSIONS: $10/MT (Seller Side: 50%, BuyerSide: 50%.)
PACKING: ISO LPG BULK
LAYTIME: 36 Hrs SHINC +6 Hrs. No berthing between 17hrs and 07 hrs
INSPECTION: SGS at loading port at seller‟s cost. CIQ Discharge port at buyer‟s cost.
FULL POP: Provided bank to bank per working procedure.

VETTING: vessel to have Total-Shell or Exxon Mobil vetting. In case of no vetting, buyer will do the need
full to clear the vessel

ARTICLE 06 - PRODUCT DOCUMENTATION

A FULL SET OF THE FOLLOWING DOCUMENTS WILL BE ISSUED:
 CLEAN ON BOARD OCEAN BILL OF LADING MARKED SHORT FORM - FULL SET IN
3 ORIGINALS.
 PACKING LIST IN 3 ORIGINALS AND 3 COPIES.
 SIGNED COMMERCIAL INVOICE IN 3 ORIGINALS AND 3 COPIES.
 CERTIFICATE OF ORIGIN ISSUED BY OR ENDORSED BY THE CHAMBER OF
COMMERCE OF COUNTRY OF ORIGIN OR DEPARTMENT OF TRADE OR MINISTRY OF
INDUSTRY AND TRADE IN 1 ORIGINAL AND 3 COPIES.
 CERTIFICATE OF QUALITY AND QUANTITY AND WEIGHT ISSUED BY SGS
INSPECTION IN 2 ORINGINALS.
 CERTIFICATE OF HOLD AND HATCH CLEANLINESS ISSUED BY SGS OR
AN INDEPENDENT SURVEYOR IN 2 ORIGINALS.
 COPY OF FAX OR CABLE SENT BY SELLER WITHIN 8 (EIGHT) WORKING DAYS FROM
BL-DATE TO THE BUYER OF THE DETAILED SHIPPING ADVICE SHOWING:
SHIPMENT NUMBER+ COMMODITY NAME + VESSELS NAME + NATIONALITY +
FLAG + B/L WITH NUMBER AND DATE + QUANTITY OF LOADED CARGO + NAME OF
LOADING PORT + ETA AT DISCHARGING PORT + TOTAL INVOICE VALUE.
 SGS CERTIFICATE CONFIRMING THE GOODS FULLY SHIPPED AT THE LOADING PORT
 BUYER‟S SIGNED AND SEALED CERTIFICATE CONFIRMING THE CARRYING VESSEL
TO BE ACCEPTED IN 1 ORIGINAL AND 2 COPIES.

ARTICLE 07 - WEIGHT AND QUALITY AN INSPECTION

„SOCIETE GENERALE DE SURVEILLANCE‟ (SGS)
AT SELLER‟S COST SHALL INSPECT COMMODITY AT THE PLACE/PORT OF LOADING.
SGS SHALL ISSUE AN INSPECTION CERTIFICATE OF QUALITY AND QUANTITY FOR
EACH SHIPMENT TO CERTIFY THAT THE GOODS ARE IN GOOD ORDER AND CONDITION
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AND BEING CONFORM TO THE SPECIFICATIONS HEREIN STATED FOR LIQUEFIED
PETROLEUM GAS BUYER IS ENTITLED TO LODGE THE CLAIM ON QUALITY IF AND
WHEN NECESSARY; WITHIN 30 DAYS AFTER THE COMPLETION OF DISCHARGE AT
DISCHARGING PORT:

THE CLAIM SHALL BE SUBMITTED IN TWO COPIES AND SHOULD CONTAIN

FOLLOWING: DATE, CONTRACT NUMBER, DESCRIPTION OF THE GOODS IN
ACCORDANCE WITH THE CONTRACT, WEIGHT OF THE GOODS WITH RESPECT TO THE
CLAIM SUBMITTED, VESSELS NAME AND NUMBER OF B/L, THE MARKING OF THE
GOODS, A CERTIFICATE OF DAMAGE WITH DETAILED DESCRIPTION OF DEFECTS AND
DAMAGES OR ANY NON-CONFORMITIES OF THE GOODS TO THE CONTRACT QUALITY
CONDITIONS.
THE CLAIM IS TO BE SUPPORTED WITH CIQ CLAIM CERTIFICATE ISSUED BY CIQ
INSPECTION AGENGY AT THE DISCHARGING PORT AND ARRANGED AT BUYER‟S
EXPENSES.
THE CLAIM HAS TO BE SENT TO THE SELLER BY REGISTERED MAIL, THE POSTAL
STAMP ON THE LETTER SHALL BE CONSIDERED AS THE DATE OF THE CLAIM.
MATERIALS UNDER CLAIM HAVE TO BE KEPT ON SELLER‟S DISPOSAL UNTIL THE
SETTLEMENT OF THE CLAIM AND BEFORE THAT IT CAN‟T BE PROCESSED OR RE-
SOLD.SHOULD THE BUYER FAIL TO SUBMIT THE CLAIM WITHIN STIPULATED PERIOD,
HE LOSES FURTHER HIS RIGHTS TO CLAIM.
SHOULD THE SELLER DISPUTE THE DIFFERENCE IN QUALITY CLAIMED AT THE
DISCHARGING PORT, HE HAS THE RIGHT TO APPOINT THE INDEPENDENT SURVEYOR
(MUTUALLY AGREED BY BOTH PARTIES) TO ASCERTAIN THE FINAL QUALITY. RESULT
FOUND BY INDEPENDENT SURVEYOR SHALL BE FINAL AND BINDING FOR BOTH
PARTIES AND THE COST OF THE SURVEY TO BE ON THE ACCOUNT OF THE PARTY
FOUND TO BE WRONG.

ARTICLE 08 - PRODUCT PRICE: $200/190/MT

THE BUYER AND SELLER AGREE TO THE FOLLOWING QUANTITIES, PRICE AND PAYMENT
TERMS:
TOTAL QUANTITY: 36,000MTS (thirty six thousand only) METRIC TONS (+/-5%)
FIRST TRIAL SHIPMENTS: 3,000MTS X 1Time
PRICE (DAP China port): USD $200/MT.GROSS, $190MTS.NET
(ASWP) COMISSION : $10/MT,
FIRST DELIEVERY VALUE: USD $600, 000.00 (Six Hundred Thousand US Dollars) (+/- 5%)
TOTAL CONTRACT VALUE: USD 7,200,000.00 (Seven million Two Hundred Thousand US
dollars)
(+/- 5%) FOR AN AGREGATED QUANTITY OF 3,000MT x 12months (+/5%)
Monthly AT USD $200 PER MT ON (CIF) BASIS.

ARTICLE 09 – PERFORMANCE BOND

THE STANDBY LETTER OF CREDIT IN THE AMOUNT OF TWO PERCENT (2%) OF THE
VALUE OF ONE MONTH SHIPMENTS (4 * 5,000 tons LPG * $260 /MT) AS PERFORMANCE
BOND, SHALL BE ISSUED FROM AN EQUAL ACCEPTABLE PRIME INTERNATIONAL
BANK TO BUYER‟S BANK AND CONFIRMED IRREVOCABLY. THE STANDBY LETTER OF
CREDIT PERIOD VALIDITY IS ONE YEAR.

THIS STANDBY LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN

ПОДДЕЛКА
ACCORDANCE WITH THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 590 (HEREINAFTER THE “ISP 98”), AND ALL
AND ANY MATTERS UNDER THIS STANDBY LETTER OF CREDIT NOT ADDRESSED BY ISP
98 SHALL BE SUBJECT TO THE LAWS OF THE SINGAPORE.

ARTICLE 10 - TERMS OF PAYMENT

1 METHOD OF PAYMENT: SBLC+MT103
2 THE BUYER ISSUES SBLC FOR A SHIPMENT OF 5,000 TONS. IT IS VALID FOR ONE
MONTH. THE SBLC CORRESPONDS TO EACH SHIPMENT AGAINST THE CONTRACT
SIGNED BY THE BUYER AND THE SELLER. BUYER WOULD EXTEND THE SBLC'S
VALIDITY TO COVER THE PERIOD OF THIS CONTRACT WITHIN 5 WORKING DAYS AFTER
THE TRIAL SHIPMENT GOODS BE DISCHARGED TO THE BUYER‟S STORAGE FACILITY AT
DESTINATION PORT.
3 THE BUYER‟S BANK SHALL PAY TO THE SELLER THROUGH TT WITHIN 3 BANK
WORKING DAYS AFTER BUYER‟S RECEIPT OF THE FULL SET DOCUMENTS (REFER TO 6)
AND THE GOOD‟S PHYSICAL DISCHARGE AT THE DESTINATION PORT.
4 IF (3) ABOVE IS MET. BUT THE BUYER FAILS TO PERFORM THE PAYMENT
OBLIGATION, THE SELLER MAY USE THE SBLC TO COLLECT THE PAYMENT
5 THE FACE VALUE OF THE BANK INSTRUMENT SHALL BE SUFFICIENT TO COVER THE
AMOUNT IN US DOLLARS. THE AMOUNT PAYABLE BY THE BUYER TO THE SELLER
SHALL BE THE AMOUNT SET OUT IN THE SELLER‟S INVOICE. SUCH AMOUNT SHALL BE
CALCULATED BY MULTIPLYING THE UNIT PRICE BY THE QUANTITY STATED IN THE
INDEPENDENT SURVEYOR'S CERTIFICATE OF QUANTITY.
6 SETTLEMENTS SHALL BE MADE AGAINST PRESENTATION OF THE
FOLLOWING DOCUMENTS:
6.1 SELLER'S SIGNED COMMERCIAL INVOICE IN TRIPLICATE (ORIGINAL), COVERING THE
COMMODITY COST BASED ON THE WEIGHT INDICATED IN THE BILL OF LADING. FULL SET
OF 3 / 3 ORIGINAL AND 4 NON-NEGOTIABLE COPIES OF "CLEAN ON BOARD” MARINE BILL
OF LADING, INDICATED BUYER AS CONSIGNEE AND SIGNED BY THE CAPTAIN OR
SHIPPING AGENT AND INDICATING THE FOLLOWING:
（1） QUANTITY IN MTS
（2） PORT OF LOADING
（3） DESTINATION / PORT OF DISCHARGE / DESIGNATED DISCHARGE TERMINAL
（4） MARKED "FREIGHT PREPAID" AND "SHIPPED ON BOARD"
（5） PRODUCT DESCRIPTION
6.2 FULL SET OF ONE (1) ORIGINAL PLUS TWO (2) COPIES OF INSURANCE POLICY
FOR COVERING 110% OF THE INVOICE VALUE AGAINST ALL RISKS AND WAR RISK
AND INDICATING BUYER AS BENEFICIARY.
6.3 CERTIFICATE OF QUALITY, ISSUED OR SIGNED BY THE INDEPENDENT SURVEYOR SGS
AT THE PORT OF LOADING, CONFIRMING QUALITY CONFORMITY TO THE
SPECIFICATIONS STIPULATED IN THIS CONTRACT.
6.4 CERTIFICATE OF QUANTITY ISSUED OR SIGNED BY THE INDEPENDENT SURVEYOR
SGS AT THE PORT OF LOADING, INDICATING THE QUANTITY IN METRIC TONS.
6.5 CERTIFICATES OF ORIGIN ISSUED OR SIGNED BY THE RELEVANT CHAMBER
OF COMMERCE, SPECIFYING THE COUNTRY OF ORIGIN OF THE GOODS.
6.6 TIME SHEET, SIGNED BY EITHER THE CAPTAIN OR LOCAL AGENT.
6.7 CERTIFICATE OF CLEANLINESS OF PUMPS AND LINES SIGNED BY INDEPENDENT
SURVEYOR AT THE PORT OF LOADING; CAPTAIN‟S ACT CONFIRMING RECEIPT OF
SEALED
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CONTROL (ARBITRATION) SAMPLES.
6.8 CAPTAINS ACT CONFIRMING RECEIPT OF ALL DOCUMENTS, EXCLUDING
COMMERCIAL INVOICE.
6.9 THE CERTIFICATE OF RECEIPT AT DESTINATION PORT OR SHORE TANK (ORIGINAL). 7
THE QUANTITY OF GOODS SETTLED FOR EACH SHIPMENT UNDER THIS CONTRACT IS
SUBJECT TO THE NUMBER OF DESTINATION CIQ OR SGS INSPECTIONS. IN THE EVENT OF
ANY DIFFERENCE BETWEEN THE TOTAL AMOUNT DRAWN FROM THE ESTABLISHED
BANK INSTRUMENT AND THE AMOUNT CORRESPONDING TO THE TOTAL VALUE OF
CARGO EFFECTIVELY DELIVERED AS ASSESSED AT THE DISCHARGE TERMINAL, SUCH
DIFFERENCE SHALL BE CARRIED OVER TO THE NEXT CONSECUTIVE SHIPMENT.
VARIANCES IN THE LAST MONTH OF THE CONTRACT WILL BE SETTLED BY MUTUAL
AGREEMENT BETWEEN THE PARTIES, FAILING WHICH, SETTLEMENT OF THE VARIANCE
WILL BE DETERMINED BY AN INDEPENDENT FIRM OF CHARTERED ACCOUNTANTS.

OTHER DOCUMENTS:
 CHARTER PARTY BILL OF LADING AND THIRD-PARTY DOCUMENTS
ARE ACCEPTABLE.
 PARTIAL SHIPMENT ALLOWED AND TRANSSHIPMENT NOT ALLOWED.
 SHIPPING DOCUMENTS PRESENTED WITHIN 21 (TWENTY-ONE) DAYS AFTER BILL OF
LADING DATE BUT WITHIN IRREVOCABLE, NON-TRANSFERABLE, UNENCUMBERED,
UNCONDITIONAL, DIVISIBLE BY SHIPMENT, REVOLVING, IRREVOCABLE STANDBY
LETTER OF CREDIT VALIDITY ARE ACCEPTABLE. THE DOCUMENTS SHALL INCLUDE
CHARTER PARTY BILLS OF LADING AND SUCH DOCUMENTS SHALL BE
ACCEPTABLE.
 QUANTITY AND AMOUNT OF BANK GUARANTEE PLUS OR MINUS FIVE PERCENT
(+/- 5%) ALLOWED.
 DOCUMENTS WORDING (PCT) OR (%) OR (0/0) OR (PERCENT) IS ACCEPTABLE.
 STANDBY LETTER OF CREDIT AMENDMENT CHARGES WILL BE AT FAULTY
PARTY‟S ACCOUNT.
 ALL BANK CHARGES AT ISSUING BANK ONLY ARE FOR THE ACCOUNT
OF APPLICANT.

ARTICLE 11 - OTHER CONTRACT CONDITIONS

 SHIPMENT IN VESSELS CLASSIFIED LLOYDS 1001A OR EQUIVALENT.
 BUYER‟S TO NOMINATE VESSEL MIN 5 DAYS BEFORE ETA FOR LOADING.

ARTICLE 12 - CONTRACT PROCEDURES

PROCEDURE (CIF):
1. SELLER ISSUE SOFT CORPORATE OFFER (SCO) TO BUYER‟‟ BUYER SENDS
LOI/ICPO WITH COMPANY‟S REGISTRATION CERTIFICATE, DATA PAGE PASSPORT
COPY TO SELLER FOR OBTAINING ALLOCATION TRANSACTION CODE.

2. SELLER ISSUES DRAFT OF SPA TO THE BUYER FOR REVIEW AND SIGNS.

3. AFTER RECEIVING SIGNED SPA SELLER ISSUES INVOICE FOR ALLOCATION

TRANSACTION CODE / CONTRACT APPROVAL FOR LEGALIZATION AND
NOTARIZATION OF THE TRANSACTION DOCUMENT BY THE GOVERNMENT TO
ENABLE THE CONTRACT VALID.
ПОДДЕЛКА
4. UPON APPROVAL OF CONTRACT BY THE MINISTRY OF ENERGY SELLER
ISSUES PARTIAL POP ON LISTED BELOW DOCUMENT WITH APPROVE CONTRACT
 COPY OF LICENSE CERTIFICATE
 COPY OF STATEMENT OF AVAILABILITY OF THE PRODUCT
 COPY OF PERFORMA INVOICE.
 CERTIFICATE OF ORIGIN.
 PRODUCT PASSPORT
 APPROVE CONTRACT
5. WITHIN THREE (3) BANKING DAYS, BUYER OPEN OPERATIVE IRREVOCABLE FULLY
FUNDED CONFIRMABLE STANDBY LETTER OF CREDIT (SBLC) MT760 TO SELLER
FIDUCIARY COMPANY BANK OUTSIDE RUSSIA AND SEND COPY TO SELLER VIA
EMAIL.

6. SELLER FIDUCIARY BANK CHECKS THE COPY OF SBLC AND SELLER OPEN 2%PB
TO BUYER BANK.

7. LOADING COMMENCES.

8. SELLER SENDS ALL SHIPPING DOCUMENTS TO BUYER.

9. BUYER MAKE PAYMENT AT SIGHT AGAINST APPROVED INSPECTION COMPANY

AND PAYMENT VIA MT103/TT6

MISCELLANEOUS:
 UPON SIGNING THIS CONTRACT ALL PREVIOUS NEGOTIATIONS AND ALSO
ALL PREVIOUS CORRESPONDENCE IS TO BE CONSIDERED NULL AND VOID.
 CHANGES TO THE TERMS AND CONDITIONS OF THIS CONTRACT MUST BE
IN WRITING AND AGREED TO IN WRITING BY ALL PARTIES INVOLVED.
 THIS CONTRACT SHALL BE LEGAL AND BINDING UPON NOTARIZED WITH
THE CHAMBER OF COMMERCE
 CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED.
 DOCUMENTS IN OTHER THAN ENGLISH LANGUAGE ARE NOT ACCEPTABLE.
 THIS CONTRACT IS ONLY CONSIDERED VALID AND CONCLUDED AFTER THE
PARTIES HAVE SIGNED ALL PAGES INDIVIDUALLY AND PUT THEIR SIGNATURE AND
CORPORATE SEAL.

ARTICLE 13 – PRE ADVICE OF SHIPMENT -VESSEL DISCHARGE & TERMS OF DELIVERY

PRE ADVICE OF SHIPMENT:
 TEN (10) WORKING DAYS BEFORE LOADING COMMENCES, THE SELLER SHALL
INFORM THE BUYER BY CABLE, TELEX OR FAX OF THE CONTRACT NUMBER,
RDLC NUMBER, NAME OF THE COMMODITY.
NOTICE OF SHIPMENT:
AFTER THE VESSEL IS LOADED AND DEPARTED THE PORT OF LOADING FOR PORT OF
DESTINATION (WITHIN 1 (ONE) WORKING DAY AFTER THE DATE OF B/L) AND WHEN
THE SHIP IS TO ARRIVE, THE SELLER OR THE MASTER OF THE VESSEL OR HIS
AUTHORIZED AGENT AT THE DESTINATION PORT SHALL NOTIFY THE BUYER BY FAX.
THE NOTIFICATIONS SHALL BE DONE IN ACCORDANCE WITH THE INTERNATIONAL
ACCEPTED STANDARDS. ALSO FOLLOWING VESSEL DESCRIPTION SHALL BE
INCLUDED.
ПОДДЕЛКА
A)
B)
C)
D)
E)
F)
G)
H)
NAME OF THE VESSEL
NATIONALITY OF THE VESSEL
CONTRACT NUMBER
QUANTITY
AGE OF THE VESSEL
FLAG OF THE VESSEL
LOA/BEAM
NUMBER OF HOLDS/HATCHES/CRANES/DERRICKS

TERMS OF DELIVERY:
 THE PORTS AND STORAGE TANKS CAN ONLY UNLOAD THE PRESSURIZED LPG
AT NORMAL TEMPERATURE.
 THE VESSEL AGE MUST BE NO MORE THAN 10 YEARS.
 THE SHIPMENT SHALL BE AS PER AGREEMENT TO THIS CONTRACT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE CONTRACT.
 ALL SUPERVISION CHARGES AT PORT OF UNLOADING ARE FOR THE BUYER„S
ACCOUNT, ANY TAXES OR LEVIES AT PORT OF LOADING ARE ON THE
SELLER‟S ACCOUNT.

ARTICLE 14 - PRODUCT INSURANCE

 THE PRODUCT INSURANCE WOULD BE COVERED BY SELLER.

ARTICLE 15 – FORCE-MAJEURE
FORCE-MAJEURE IS DEFINED AS SITUATION/CONDITION SUCH AS ACTS OF GOD,
STORMS, FIRE, WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY
ORDERS, STOP-ORDER, BLOCKADES, PROHIBITION OF EXPORT OF IMPORT OR STRIKES
AS WELL AS TRANSPORTATION ACCIDENT AND OTHER CIRCUMSTANCES BEYOND
THE PARTIES CONTROL (IE) EARTHQUAKE, TIDAL WAVES ETC. THE VALID FORCE-
MAJEURE CLOSE OF THE ICC IS APPLIED TO THIS CONTRACT (INTERNATIONAL
PROVISIONS OF FORCE-MAJEURE PUBLISHED BY ICC).

THE SELLER AND BUYER SHALL NOT BE RESPONSIBLE FOR THE NON-PERFORMANCE
OF THIS CONTRACT IN CASE OF FORCE-MAJEURE, BUT, WHEN FORCE-MAJEURE
HAPPENS, THE SELLER OR BUYER MUST IMMEDIATELY SEND WITHIN 15 (FIFTEEN)
DAYS THEREAFTER BY REGISTERED AIR MAIL TO THE OTHER PARTY A CERTIFICATE
OF FORCE-MAJEURE ISSUED BY A COMPETENT GOVERNMENT AUTHORITY AT THE
PLACE WHERE THE FORCE-MAJEURE OCCURED AS EVIDENCE THEREOF. SHOULD THE
EFFECT OF THE FORCE-MAJEURE CONTINUE FOR MORE THAN 120 (ONE HUNDRED
TWENTY) CONSECUTIVE DAYS, THE BUYER AND THE SELLER SHALL DISCUSS
THROUGH FRIENDLY NEGOTIATION AS SOON AS POSSIBLE THEIR OBLIGATION TO
CONTINUE PERFORMANCE UNDER THE TERMS AND CONDITIONS OF THIS CONTRACT.
BOTH PARTIES AGREE THAT THE FORCE-MAJEURE CLAUSE OF ICC WILL BE
APPLICABLE.

ARTICLE 16 - CONTRACT ARBITRATION

IF ANY DISPUTE HAPPENS, THE TWO PARTIES AGREE TO TRY THEIR UTMOST TO
SOLVE IT BY FRIENDLY NEGOTIATION. IF THE DISPUTE PROVES IMPOSSIBLE TO
SETTLE, ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE PRESENT
CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF ARBITRATION OF THE
INTERNATIONAL
ПОДДЕЛКА
CHAMBER OF COMMERCE + THE DISPUTED MATTER WILL BE SUBJECT TO
ARBITRATION BY AN ARBITRATOR IN PARIS, FRANCE UNDER ICC RULES AND
REGULATIONS. THE LOSING PARTY WILL PAY THE ARBITRATION FEE. IT IS
UNDERSTOOD THAT IN THE EVENT OF DISPUTE OR ARBITRATION, ENGLISH SHALL
PREVAIL. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING FOR BOTH
PARTIES.

ARTICLE 17 - EXECUTION OF CONTRACT

EACH OF THE PARTIES TO THIS CONTRACT REPRESENTS THAT IT HAS FULL LEGAL
AUTHORITY TO EXECUTE THIS CONTRACT AND THAT EACH PARTY IS TO BE BOUND
BY THE TERMS AND CONDITIONS AS SET FORTH HEREIN. EACH PARTY AGREES THAT
CONTRACT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN THE PARTIES
VIA FAX OR FACSIMILE TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS
ORIGINAL NATURE. THIS CONTRACT REPRESENTS THE ENTIRE AGREEMENT BETWEEN
THE PARTIES AND ANY CHANGE WILL BE MADE IN WRITING, EXECUTED BY BOTH
PARTIES.

ARTICLE 18 - CONFIDENTIALITY
BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND
AGREE TO MAINTAIN IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE
IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER THROUGH EITHER THE
TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT
APPROVALS. THE PARTIES AGREE TO MAINTAIN STRICT CONFIDENTIALITY
CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR INDIRECTLY INVOLVED
IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS
OF THE INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND
NON- DISCLOSURE WITH REGARDS TO BUYER AND SELLER BEING INVOLVED IN THIS
CONTRACT, ADDITIONS, RENEWALS AND THIRD PARTY ASSIGNMENTS WITH FULL
RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY WHO HAS
BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION.
ANY OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES
RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED
DELIBERATELY OR BY NEGLIGENCE. IN CASE OF BREACH OF THE RESPECTIVE RULES
EMITTED, THE INTERNATIONAL CHAMBER OF COMMERCE IN PARIS, FRANCEWILL BE
APPLIED TO.

ARTICLE 19 - GOVERNING LAW

THE CONTRACT WILL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE
UNITED NATIONS CONVENTIONS FOR INTERNATIONAL SALE OF GOODS (UN
CONVENTION). IN THE EVENT OF INCONSISTENCY BETWEEN THIS CONTRACT AND
THE PROVISIONS OF THE UN CONVENTION, THIS CONTRACT WILL HAVE PRIORITY FOR
THE PURPOSE OF ARTICLE, OF THE UN CONVENTION, A REASONABLE PERIOD OF TIME
WILL BE DEEMED TO BE 5 (FIVE) DAYS. THIS CONTRACT SHALL FURTHER BE
CONSTRUED IN ACCORDANCE WITH ICC RULES.

ARTICLE 20 - NON-COMPLIANCE PENALTY

NON-COMPLIANCE PENALTY AFTER CONTRACT SIGNATURE IS 8% OF ONE SHIPMENT
VALUE PAYABLE BY THE DEFAULTING PARTY.
IN THE EVENT OF DELAYED DELIVERY, THE SELLER SHALL PAY TO THE BUYER AN
AMOUNT EQUIVALENT OF 100% OF THE SELLER‟S SBLC MT760 AMOUNT. IN THE EVENT
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THE BUYER DELAY TO OPEN THE IRREVOCABLE, CONFIRMABLE, NON-TRANSFERABLE
SBLC IN THE TERMS REQUIRED BY THE SELLER, AND IN THE DELAY FIXED IN THE
SIGNED AND SEALED DRAFT CONTRACT, THE BUYER SHALL PAY TO THE SELLER AN
AMOUNT EQUIVALENT OF 8% OF THE BUYER‟S SBLC MT760 AMOUNT. THE PARTIES
WHO ARE SIGNATORIES TO THIS CONTRACT AGREE THAT, IN CASE OF BREACH OF THIS
CONTRACT THE DEFAULTING SHALL PAY THIS PENALTY OF ABOVE-MENTIONED
AMOUNT TO THE AGGRIEVED PARTY IMMEDIATELY UPON THE LETTER‟S DEMAND,
ANY CLAIMS.
ARTICLE 21 - IMPLEMENTATION
WHILST SIGNATURE ON THIS CONTRACT CERTIFIES THE INTENTION OF BOTH PARTIES
TO THE CONTRACT, THE TERMS OF THIS CONTRACT SHALL BECOME BINDING UPON
BOTH PARTIES ONLY AT SUCH TIME AS THE FOLLOWING HAVE BEEN COMPLIED
WITH, IN WRITING.

ARTICLE 22 – SELLER’S BANKING INFORMATIONS: SBLC MT760, BG

BANK NAME BPM (BANCO POPOLARE DI MILANO) AG. 175

BANK ADDRESS VIA VERDI 1, GARBAGNATE LI. (MI) ITALI.
SWIFT CODE BAPPIT22
ACCOUNT NAME METAL PRISMA SRL
ACCOUNT NO. IT89K050 3433130000000015220
IBAN NO. IT89K050 3433130000000015220
BANK TEL/FAX +390299025491
BANK OFFICER ARCHINA CARLO

BUYER’S BANKING DETAILS: ,SBLCMT760,BG

Name of the Bank:
BANKS ADDRESS:
Account Number:
SWIFT CODE:
Account Name:
Bank Officer:
Telephone No
Fax Number:
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CONFIRMING BANK DETAILS: (if issuing bank is not a prime bank)
BANK NAME
ADDRESS
SWIFT
TELEPHOE NUMBER :
FAX NUMBER
:

:
:
:

ARTICLE 23 - FINAL PROVISIONS

THE PRESENT CONTRACT IS CONSTITUTED IN DUPLICATE, ON ONE TO EACH PARTY.
THE PRESENT CONTRACT IS VALID IN THE FACSIMILE OR EMAIL FORM.
ACCEPTED AND AGREED WITHOUT CHANGE.

ARTICLE 24 - APPLICABLE LAWS AND DEFINITIONS

THIS CONTRACT SHALL BE GOVERNED BY AND DONE ACCORDING TO THE RULES OF THE
INTERNATIONAL CHAMBER OF COMMERCE (ICC/PARIS) AND SUBJECT TO THE
INTERPRETATION OF „INCOTERMS 2010‟ EDITION AND AS AMENDED TO APPLY.
IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS AGREEMENT TO BE SIGNED
AND EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AND HAVE THEREBY
UNDERSTOOD, AGREED AND ACCEPTED THE TERMS AND CONDITIONS STATED HEREIN
WITH SIGNATURES AFFIXED BELOW ON THE FIRST DATE ABOVE WRITTEN:

Shipping Schedule Plan:

SHIPMENT Year Month Shipment Plan Discharging at (CIF)

NO.
Sub‐ Total Walvis Bay Port in

Namibia.
10-2020 2019 October Trial Run 3,000Tonsx1 3,000Tons 3,000Tonsx1

11-2019 2019 November 3,000Tonsx1 3,000 Tons 3,000Tons x1

12-2019 2019 December 3,000Tonsx1 3,000 Tons 3,000Tonsx1

01-2020 2020 January 3,000Tonsx1 3,000 Tons 3,000Tonsx1

02-2020 2020 February 3,000Tonsx4 3,000 Tons 3,000Tonsx1

03-2020 2020 March 3,000Tonsx4 3,000 Tons 3,000Tonsx1

04-2020 2020 April 3,000Tonsx4 3,000 Tons 3,000Tonsx1

05-2020 2020 May 3,000Tonsx4 3,000 Tons 3,000Tonsx1

06-2020 2020 June 3,000Tonsx1 3,000 Tons 3,000Tonsx1

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07-2020
08-2020

09-2020
2020
2020

2020
July
August

September

ARTICLE 25 – SIGNED THIS ON, DATE

THE SELLER: LLC RN-TUAPSE REFINERY
5000Tonsx1
3,000Tonsx1

3,000Tonsx1
3,0000 Tons
3,0000 Tons

3,000 Tons
3,000Tonsx1
3,000Tonsx1

3,000Tonsx1

REPRESENTED BY: Mr. Sergey Nikolaevich Skuridin (Deputy General Director)

COUNTRY: RUSSIA
DATE: 04/10/2019

BUYERS‟S SIGNATURE , STAMP AND SEAL :

SELLER‟S SIGNATURE, STAMP AND SEAL:

THE BUYER:
REPRESENTED BY:
COUNTRY:
DATE: 04/10/2019

BUYERS‟S SIGNATURE , STAMP AND SEAL :

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