1 | P a g e TRANSACTION REFERENCE CODE NUMBER: 100K MT -271115/AKC

SALES AND PURCHASE

AGREEMENTFORAGO
ON “TTO” TRANSFER OFFSHORE LAGOS NIGERIA INT’L WATERS

THIS AGREEMENT IS MADE THIS DAY 27th, November, 2015

BY AND BETWEEN:

SELLER: ADEGBOYEGA KOLADE & CO

Address : Suite 15 NNPC SHOPPING COMPLEX, AREA 11 GARKI, FCT ABUJA
Attention : MR DAVID MOORE

LOGISTICS PARTNERS:

The company duly incorporated under the prevailing Laws of the Federal
Republic of Nigeria, hereinafter called the “SELLER” which expression where
the context so admits, shall include their personal Representatives, Heirs,
Successors-In-Title, Agents and Assigns on the one part:

AND

BUYERS:
Address :
Telephone :
E-mail :
Attention :

The company legitimately incorporated in accordance with the existing Laws

of…........................... hereinafter referred to as the “BUYER” which
expression where the context so permits, shall include their personal
Representatives, Heirs, Successors-In-Title, Agents and Assigns on the other
part.

RECITALS:
WHEREAS:The Seller with full corporate responsibility and authority do hereby
agrees to source, procure and sell/deliver by means of [TTO] Delivery the
herein mentioned Petroleum Product and fulfill all the requirements
referenced to herein and shall provide the referenced Product under the terms
and conditions as shall be stipulated hereunder and at the time so agreed by
both Parties.

SELLER BUYER
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WHEREAS: In pursuance thereto, the Seller hereby makes an irrevocable and

firm commitment to sell and deliver and the Buyer also makes an irrevocable
and firm commitment to purchase and take delivery of the said Product by
means of[TTO] Delivery.

WHEREAS: The Seller and the Buyer, under full corporate authority and
responsibility respectively represent that the Owner/Seller is a lawful owner of
the commodity, in quantity and quality as hereunder specified and the Buyer
has the full capability to purchase the said Commodity.

WHEREAS: The Buyer desires to purchase AGO specification [hereinafter called

“Product”] of Nigeria’s Origin or Imported with NNPC/DPR Specification. The
Seller has the independent capacity and ability to source, procure and/or
market the Product from the Nigerian National Petroleum Corporation (NNPC)
or its official Lifters and to re-sell same to the prospective responsible and
responsive Buyer of record under reference.

WHEREAS: The Seller has accepted to procure/market the AGO from the
appropriate Authorities and re-sell same to the Buyer and the Buyer has
accepted to take delivery of the Products from and make payments to the
Seller for Crude Oil received, in pursuance of the realization of the objectives
of this Agreement.

INDEMNITY CLAUSE
Seller hereby expressly declare and warrants that all Products sold and
delivered to the Buyer under this Agreement are free from all encumbrances
and not derived from any illegal/Criminal source; and

The Buyer also expressly declares and warrants that the monies in payment for
Products under this Agreement are free from all encumbrances and shall not
rise to litigation thereafter.

DEFINITIONS:
Except where the context otherwise indicates, the following terms shall have
the meaning as described to them in this paragraph and shall include plural as
well as singular terms.

NNPC: Shall mean Nigerian National Petroleum Corporation.

Agreement: Shall mean the document of the Sales and Purchase
Contract in which these specific provisions agreed
upon between Seller and Buyer forms the terms and
conditions of the Sales and Purchase.
API: Shall mean American Petroleum Institute.
ASTM: Shall mean American Society for Testing and Materials.
Product: Shall mean and be referred to as the Nigeria’s AGO
and shall elsewhere in this Agreement be referred to
SELLER BUYER
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as “Product” which specifications are as detailed

herein.
Cargo: shall mean any particular quantity of the Product
loaded into a vessel as set forth in this agreement
which shall include “Part Cargo”.
Metric ton: Shall mean a volume of forty-two (42) US gallons
corrected for temperature to (60) degrees
Fahrenheit; whereas, the Metric ton is used for
calculation to arrive at the exact quantity traded on.
Day: Shall mean calendar day
Month: Shall mean a calendar month.
Quarter: Shall mean a period of the three (3) consecutive
months commencing on first (1st) January, or first (1st)
April or first (1st) July or first (1st) October, etc.
LoadingPort: Shall, in respect of a cargo, mean the Port(s)
nominated by Seller for loading of such cargo in
accordance with the agreement.
Loading Date: The date mutually accepted by both the Seller and
the Buyer as the date on which the nominated
international Surveyor Company has ascertained the
quantity and quality of the product pumped into the
Buyer’s designated vessel.
Currency: Shall mean Dollars of the United States of America
[US$] and/or Nigerian Naira [NGN] used for payment
for Cargo supplied.
Grade: Shall mean any grade of the oil specified in the
agreement.
Oil: Shall mean the Petroleum Product as specified in this
agreement.
Party: Shall mean either Seller or Buyer.
Parties: Shall mean Seller and Buyer jointly.
Bill Of Lading: Shall mean the official document, issued at the Load
Port after completion of the loading operations,
stating the ships’ loaded quantity, expressed in Cubic
Meters [cub meters], in Metric Tons [MT] expressed as
per the above definitions. This document has to be
signed in original by the Ship Master and made out in
accordance with the instructions hereinafter specified
in this Agreement.
Vessel: Shall mean the Ship whether owned or chartered or
otherwise obtained by Buyer and employed by Buyer
to receive the oil at the loading port.

VERIFIABLE PROOF OF PRODUCT FROM ALLOCATION

VESSEL DETAILS :TBA

SELLER BUYER
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LOAD PORT DETAILS: TBA

DISPORT DETAILS:ON “TTO” OFFSHORE LOME TOGO INT’L WATERS

ARTICLE 1: PRODUCT SPECIFICATION/QUALITY ANALYSIS

The Specification and Quality of the Product shall conform to the Standard Export
Grade

1. NIGERIA DPR SPECIFICATION

S/N CHARACTERISTICS REQUIIREMENT TEST

METHOD
ASTM
I Appearance Clear and Bright Visual
II Colour, ASTM (max.) 3.0 Visual
III Specific Gravity at 15/15o C 0.820 - 0.870 1298
IV Acidity, (inorganic acid) Nil  
V Total Acid Number mgKOH/g. (max) 0.50  
IV Distillation:    
  a) percentage recovery at 357oC, v/v 90  
(min.)
  b) Final boiling point, oC (max.) 385 86
VI Flash Point, oC (min) 66
VII Kinematic Viscosity at 37.8oC (cST) 1.6 - 5.5  
VIII Cloud Point, oC (max.) 4.4  
IX Conradson Carbon Resude on 0.15  
10% residue, % wt. (max.)
X Ash, % wt.(max.) 0.01  
XI Copper Strip Corrsion, 3h at 100oC Not worse than  
No. 1
XII Sediment, % wt. (max.) 0.01  
XIII Total Sulphur, % Vol, (max.) 0.3  
XIV Water Content, % Vol. (max.) 0.05  

ARTICLE 2: QUANTITY

2.1 The contractual quantity to be delivered by means of[TTO] Deliveryand to

be purchased under this Agreement shall be100,000MTin shipment LOT
OF 100,000MT+/-10%
2.2 Without prejudice to the foregoing, the Buyer shall accept any additional
shipment/delivery of Product should availability sustain such additional
consignment.

ARTICLE 3: DELIVERY TERMS

The contractual quantity to be delivered by means of [TTO] Deliveryshall
be100,000 MT in shipment lot of 100,000 MT+/-10%
 

SELLER BUYER
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The delivery is scheduled for immediate commencement subject, however, to

the degree of readiness, willingness and ability [RWA] of the Buyer.

ARTICLE 4: CONTRACT DURATION

This contract is a spot Sale.It maybe reviewed in terms of prices and delivery
proceduresfor possible rolls and extension provided the spot transaction is
smoothly and successfully consummated and confidence duly registered.

ARTICLE 5: BREACHES
Notwithstanding the terms as contained in Articles 3 & 4. in the case of failure
of the Seller or the Buyer to comply with any of the obligations set forth in this
Agreement, the non-compliance shall entitle the other Party, without prejudice
to any other recourse available to them to consider such failure as a breach of
this Contract and to terminate the same or to unilaterally suspend its
performance until such failure or non-compliance is corrected and may give
right to claim direct damages for the breach; reasonably to the extent allowed
by the terms and conditions of the Agreement

ARTICLE 6: DETERMINATION OF QUANTITY AND QUALITY

6.1 Buyer’s duly nominated Supercargo and/or Inspectors, shall come aboard
the pregnant Vessel either by an Invitation mail [or] ATB to carry out the
Quantity and Quality [Q&Q] Analysis Inspection with a Certificate thereon
and with cost to Buyer’s account.

6.2 The quantity and quality that appears on the Certificate so issued shall be
judged as the final quantity and quality of the oil loaded and ready for aTTO
and the Seller shall use the same figures to prepare his Commercial Invoice
or Payment Instruction for the full and final payment for Product and
Commission respectively.

ARTICLE 7: RISK OF LOSS/DAMAGE AND TRANSFER OF TITLE

Risk of Loss/Damage to Product and Transfer of Title shall be made in favour of
the Buyer as soon as the Quantity and Quality Analysis Inspection is executed and
Buyer makes full and final payment for Cargo and Commission to all Agents and
Facilitators as contained in this Agreement and formalizes the placement of a full
charter on the Vessel to Buyer’s destination Port.

With the fulfillment of the above conditions by the Buyer, Seller’s title and
responsibility shall automatically cease and Buyer assumes all responsibilities and
title including but not limited to the attendant risks and/or damages to Product
aboard.

ARTICLE 8: 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 to her destination Port. The Insurance Policy will cover all risks of
loss or damages to the said Cargo, including war, hijacking, explosion etc, from
SELLER BUYER
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the time Buyer has formalized the take-over processes with a full charter on
the Vessel and Cargo & Commission monies paid to the various beneficiaries as
stipulated in this Agreement.

ARTICLE 9: INDEMNITY
Seller expressly declares and warrants that all Products sold and delivered to
the Buyer under this Agreement are free from all encumbrances and not
derived from illegal/criminal sources.

ARTICLE 10: WARRANTIES

Pursuance to the Indemnity as contained in Article 9 above, Seller further
warrants that she has the clear and qualified rights to source, sell or otherwise
dispose of the Cargo as offered to him by his Suppliers which, is the subject
matter of this Agreement and that the Cargo is clear of all liens and
encumbrances.

ARTICLE 11: PRICE

SPOT SALE, Fixed based price of US$460 MT (Per Metric Ton) Less US$10.00
Commission: US$5.00 to Seller’s agents; and US$5.00 to Buyer’s agents.

ARTICLE 12: PAYMENT AND PAYMENT TERMS

12.1 In US$ per Metric Ton, by a confirmed, transferable, divisible and
Irrevocable Transferable,Divisible and Confirmed Bank Guarantee or MT103 from a
prime Bank drawn in favour of the Seller and domiciled to Seller’s nominated Bank
and made matured for payment within 24 (Twenty four) International Banking
hours from time of presentation of the original Copy of the Quality and Quantity
Certificate issued by Buyer’s Inspection Agency. Cash payment shall be made by
Swift Wire Transfer KTT directly to all nominated bank accounts in the sums
stipulated therein. All cash payments are simultaneous.

12.2 Payment shall be the full amount in US$per Metric Ton,to the total value
of the shipment and in the quantity as reflective on the Q & Q analysis
Certificate.
12.3  Quantity, as assessed at the Q&Q Point and price as contained in this
Agreement, shall be used to compute the Seller’s Commercial Invoice or
Payment Instruction for the full and final payment for Product and
Commission simultaneously.
12.4 The value of the Transferable, divisible, Irrevocable Bank Guarantee
[B/GL] or MT.103/23 shall be determined by the price and quantity on
out-turn quantity basis.
ARTICLE 13: DOCUMENTS
The five (5) documents to be provided by the Seller to the Buyer shall include:
Seller’s Commercial Invoice or Payment Instruction
Certificate of Quality
Certificate of Quantity
Master’s Receipt
Discharge Certificate
SELLER BUYER
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ARTICLE 14: DEFICIENCIES

If the amount paid under the Bank Guarantee [B/G] or MT103/23 is less than
the total price shown on seller’s Commercial Invoice or Payment Instruction
presented to the Buyer to attract payment for Product sold and delivered
byTTT Buyer shall pay Seller immediately on first demand, any such amount
herein that are outstanding by Nib’s transfer under advice.

ARTICLE 15: BANK CHARGES

The Seller shall be responsible for his bank charges and the Buyer, responsible
for hisBank charges relating to this Agreement

ARTICLE 16:PROCEDURES TTO

1. Seller issues Sales Purchase Agreement to be executed by both parties and

deposited in their respective banks, Buyer returns signed (SPA) with
supercargo / surveyor details.

2. Buyer’s Bank issues Bank Capability For the Purchase of the 100,000 MT
aboard vessel To be Advised (TBA) with issuance of Authority to board (ATB)
to Buyer’s Inspection team and on Inspectors confirmation and issuance of
interim report:
(a) Buyer’s Bank issues either blocked funds for the value of the cargo in
Favour of the Seller; or the Issuance of Payment by Electronic wire
transfer, after upon issuance of “Q&Q” Inspection survey report on out-
turn barrels; Commercial Invoice; and transfer of ownership and Shipping
documents, endorsed to Buyer/Buyer’s bank as instructed.

1. On confirmation of Bank Capability Seller instructs the vessel Captain to

issue Marine Authority To Board (ATB) to Buyer’s Inspector /supercargo for a
Quantity and Quality(“Q&Q”) Inspection survey;

2. Seller provides copy of Authority To Board (ATB) to Buyer’s Inspector

/supercargo to buyer necessary for boarding;

3. Buyer provides Marine transport, and conveys Buyer’s Inspector and

Supercargo to Seller’s vessel. Aboard Inspector conducts an onboard
Quantity Inspection survey, and takes sample for a Laboratory Quality
Analysis. Vessel captain issues an Attestation for Inspector and supercargo
presence aboard vessel and their confirmation.

4. Aboard Inspector conducts an onboard Quantity Inspection survey, and takes

sample for a Laboratory Quality Analysis. Vessel captain issues an
Attestation for Inspector and supercargo presence aboard vessel and their
Inspectors confirmation of cargo aboard.

SELLER BUYER
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5. On issuance of inspectors Interim report, Buyer issues Payment for

US$500,000.00 (Five Hundred Thousand United States Dollars) deductible
from final payment to cover security and logistics.

6. Buyer’s Bank issues either blocked funds for the value of the cargo in
Favour of the Seller; or the Issuance of Payment by Electronic wire transfer,
after upon issuance of “Q&Q” Inspection survey report on out-turn barrels;
Commercial Invoice; and transfer of ownership and Shipping documents,
endorsed to Buyer/Buyer’s bank as instructed.

7. On completion of final Quantity and Quality Inspection, Inspector releases

final Q&Q report. Cash Payment shall be effected to the Seller’s bank and
to all Agents/Brokers simultaneously by Electronic wire transfer by Buyer’s
bank, within Seventy-Two (72) hours of completion of vessel Transshipment,
minus US$500,000.00 (Five hundred Thousand Dollars) upon presentation
against “Q&Q” report on out-turn barrels; Master’s Receipt; Discharge
Certificate; Commercial Invoice; and Shipping and Ownership documents
endorsed or issued to Buyer or Buyer’s bank as specified.

8. Buyer places Charter to destination Port, and instructs Vessel captain to issue a
Notice of Readiness (NOR) and an Estimated Time of Arrival (ETA) to buyer’s
Destination, with notification to Harbour Master, Buyer/Buyer’s Bank, Buyer’s
Shipping Agent, Buyer’s appointed Inspection Agency for actual time of arrival, 72,
48, 24 and 12 hours before her arrival to agreed location.

NOTE:THISTRANSACTIONSHOULD BECOMPLETED AT LEAST 7 DAYS AFTER

SIGNINGTHESPA NB”*

SPECIAL INSTRUCTION:
For effective operations, the original copy of the manager’s cheques should be
left with the issuing bank manager, whose contact details should be disclosed
for contacts by beneficiary’s bank manager. VERY IPMORTANT PLEASE.
ARTICLE 17: LANGUAGE AND APPLICABLE LAW
 This Sales and Purchase Agreement is written and interpreted in English
language. The parties hereby confirm that they have read and understood
the terms and conditions as contained herein and have accepted them as
binding on all parties.

 Any dispute arising during the execution of this contract shall be settled
amicably. If however, parties fail to do so, they shall accept as final, the
decisions of the Court of Arbitration of the International Chamber of
Commerce and Swiss or English Law shall apply.
 In the event of any dispute arising during the execution of this contract
which dispute is taken to a court of competent jurisdiction, the verdict of
the Court shall be final and binding on all parties hereto,

SELLER BUYER
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ARTICLE 18: FORCE MAJEURE

Neither party to this agreement shall be responsible for breach of contract caused
by acts of God, insurrection, breakdown of refinery operations, 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.

ARTICLE 19: NON-CIRCUMVENTION AND NON DISCLOSURE

 The undersigned parties do hereby accept and agree to fulfil all 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 a legal monetary award equal to the maximum service fees it
should have realized from the transaction.
 It is however, pertinent to place on record that the ultimate desire of the
Principal Parties to this Agreement is to register a successfully closed
transaction. In the event therefore, any act of the Agent[s] and/or
Facilitator[s] that is detrimental or capable of frustrating this transaction,
shall automatically give the Principal Party[ies] to this agreement, the right
reserved to do whatsoever he or she may deem fit to do in the
circumstance for the survival of this transaction and this would not be
considered a circumvention.
ARTICLE 20: BANKING CO-ORDINATES FOR THIS TRANSACTION
BUYER AND SELLER MAY ONLY CHANGE THEIR BANKS, SUBJECT TO PRIOR
NOTICE GIVEN TO THE OTHER PARTY AND PROVIDED THESE BANKS ARE
ACCEPTABLE TO THE OTHER PARTY.

THERE SHOULD BE NO CONTACT EITHER WITH SELLER’S OR BUYER’S BANK

WITHOUT THE PRIOR WRITTEN PERMISSION OF THE OTHER PARTY.

SELLER’S BANKING DETAILS TO RECEIVE US$450.00 P/MT

BANK: CITI BANK NEW YORK.
ADDRESS: 111 WALL STREET, NEW YORK, N.Y. 10042
SWIFT CODE: CITIUS33
ROUTING NO.: 021000089
ACCOUNT NAME: FIDELITY BANK PLC
ACCOUNT NUMBER: 3611-5264
SWIFT CODE: FIDTNGLA
FOR FURTHER CREDIT TO: ADEGBOYEGA KOLADE & COMPANY
ACCOUNT NUMBER: 5090412174 USD...
BRANCH SORT CODE: 7 KABALE CLOSE, WUSE ZONE 3, FCT, ABUJA,
(OFF HERITAGE HOUSE) 070150278
ACCOUNT OFFICER: AISHA OLABODE
ACCT OFFICER E-MAIL: [email protected]

SELLER BUYER
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BUYER’S BANK ACCOUNT TO PAY US$460/PER/MT FOR CARGO AND COMMISSION

BANK:
ADDRESS:
SWIFT CODE:
ROUTING NO.:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
FOR FURTHER CREDIT TO:
ACCOUNT NUMBER:
BRANCH SORT CODE:
ACCOUNT OFFICER:
ACCT OFFICER E-MAIL:

SELLER’S MANDATE COMMISSION OF US$2.50 P/MT

BANK: CITI BANK NEW YORK.
ADDRESS: 111 WALL STREET, NEW YORK, N.Y. 10042
SWIFT CODE: CITIUS33 ...... ROUTING NO.: 021000089
ACCOUNT NAME: FIDELITY BANK PLC
ACCOUNT NUMBER: 3611-5264
SWIFT CODE: FIDTNGLA
FOR FURTHER CREDIT TO: ADEGBOYEGA KOLADE & COMPANY
ACCOUNT NUMBER: 5090412174 USD...
BRANCH ADDRESS: 7 KABALE CLOSE, WUSE ZONE 3, FCT, ABUJA,
ACCOUNT OFFICER: AISHA OLABODE
ACCT OFFICER E-MAIL: [email protected]

SELLER’S FACILITATOR BANKING US$2.10 P/MT

BANK: CITI BANK NEW YORK.
ADDRESS: 111 WALL STREET, NEW YORK, N.Y. 10042
SWIFT CODE: CITIUS33
ROUTING NO.: 021000089
ACCOUNT NAME: ACCESS BANK PLC
ACCOUNT NUMBER: 36023765
SWIFT CODE: ABNGNGLA
FOR FURTHER CREDIT TO: OLUWATUYI SOLA SUNDAY
ACCOUNT NUMBER: 0018055955
BRANCH ADDRESS: TOYIN STREET, IKEJA LAGOS

SELLER’S FACILITATOR BANKING US$0.40 P/MT

SELLER BUYER
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CORRESPONDENT
BANK CITIBANK, New York, USA
BANK ADDRESS 399 PARK AVENUE, NEW YORK, NY10043, USA
SWIFT CODE CITIUS33XXX
BENEFICIARY BANK FIRST CITY MONUMENT BANK PLC
ACCOUNT NUMBER USD36887918
BANK SWIFT CODE FCMBNGLAXXX
FOR FURTHER CREDIT
TO OWOLABI ADELEKE ANIMASHAUN
DOM ACCOUNT 0558946015
NUMBER
IKORODU BRANCH, 7 LAGOS ROAD IKORODU,
BANK BRANCH
LAGOS, NIGERIA
ACCOUNT OFFICER DANIEL UMORU
TELEPHONE NUMBER +2348036353713
EMAIL ADDRESS: [email protected]

BUYER’S MANDATE BANKING US$2.50 P/MT

BANK:
ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
FOR FURTHER CREDIT TO:
ACCOUNT NUMBER:
BRANCH SORT CODE:
ACCOUNT OFFICER:
ACCT OFFICER E-MAIL:

BUYER’S FACILITATOR BANKING US$2.50 P/MT

BANK:
ADDRESS:
SWIFT CODE:
ROUTING NO.:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
FOR FURTHER CREDIT TO:
ACCOUNT NUMBER:
BRANCH SORT CODE:

SELLER BUYER
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ACCOUNT OFFICER:
ACCT OFFICER E-MAIL:

WITNESS WHEREOF, the parties have read and understood all of the terms and
conditions of this sales agreement and are fully aware of the interpretation of
all the provisions, terms and conditions herein, and have accepted and
approved all covenants, terms and conditions of this Contract. And further that
they have signed by their hand below, and hereby agree to honour all clauses
with the privileges, right and immunities pertaining therein, making this
sales/purchase Agreement effective on and as of the effective date upon
signing by all parties, even though signature may not be placed at the same
time, and same location,.

The Agreement is compiled in four originals of 12 (Twelve) pages. The parties

agree that the signed and stamped Electronic Data Transfer copies of This
Agreement will be in full force and effect until hard copies can be exchanged.

On behalf of the SELLER i.

APEX HEIGHTS INVESTMENTS LTD.,    

Name: ADEGBOYEGA KOLADE

Title: MANAGING DIRECTOR
Date: 27 – 11 - 2015
ii.

On behalf of the BUYER iii.

.,    
iv.
Name:
SELLER BUYER
13 | P a g e TRANSACTION REFERENCE CODE NUMBER: 100K MT -271115/AKC

Title:
Date: 27 – 11 - 2015

SELLER BUYER