Sales LC - Petroleum Products and Crude Oil
Sales LC - Petroleum Products and Crude Oil
This Sales and Purchase Agreement of Crude oil (hereafter the “Agreement”) is entered to and
executed on the xxxxxxxx 2021 by and between:
................. registered under the laws of ..............., address: ............., represented by ................, CEO of
company (Hereafter referred to as the “Buyer”)
SELLER and BUYER may hereinafter be referred to individually or collectively as a “PARTY” or “PARTIES”.
Whereas, The Parties mutually accept to refer to the General Terms and Definitions, as set out by the
INCOTERMS Edition 2020 with latest amendments, having the following terminology fully understood and
accepted:
Whereas, The Parties mutually desire to execute this Agreement which shall be binding upon and inure
to the benefit of each Party, their legal representatives, successors and assigns in accordance with the
jurisdictional law of the negotiated and fully executed Agreement, with terms and provisions here under
agreed upon.
Whereas, The Seller, with full legal and corporate responsibility, agrees to sell to the Buyer the herein
specified product, in the quantity and quality as agreed. The Buyer, with full legal and corporate
responsibility, agrees and irrevocably commits to purchase the product in the quantity and quality
herein stipulated.
Whereas, the parties mutually accept to refer to the general terms and definitions as set out by the
INCOTERMS, Edition 2020 with the latest amendments, having the following terminology fully
understood and accepted.
Whereas, The Seller has sold and the Buyer has bought the product on CIF term for the monthly shipment for
the agreed duration.
1. DEFINITIONS
Except where the context otherwise indicates, the following terms shall have the meaning as described
to them in this paragraph 1, and shall include plural as well as singular.
“Bill of Lading or B/L” The official document, issued at the loading port after completion of the loading
operations, stating, among other things, the ship’s loaded quality, expressed in cubic meters (M3) and in metric
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“Discharge Date”, the date on which the product from Seller's vessel is discharged into the storage
tank in the port of discharge rented by Seller.
“Execution Date” The date on which the Seller and the Buyer receive their respective faxed copies of this
Agreement, or as may be indicated otherwise in this Agreement.
“Platt’s” S&P Global Platt’s, London is the organization internationally recognized and accepted, which
publishes official market prices of crude oil and petroleum products on a daily basis.
“ASTM/IP” Institute of Petroleum now known as the Energy Institute. American Society for Testing and
Materials, is the internationally recognized institute, that approved all standards, tests and procedures used in
the Oil Industry and as referred to in this contract is the latest ASTM/IP Petroleum Measurement Tables latest
revised edition in enforce to date.
“API” shall mean American Petroleum Institute. Reference: AMERICAN PETROLEUM INSTITUTE
STANDARDS in effect as of JULY 1, 1993.
“Affiliate” shall mean any company or corporation of the Seller or Buyer which owns directly or indirectly fifty
(50%) percent or more of the shares carrying voting rights of such Party (party company) and any company or
corporation other than such Party of which such parent company or such Party owns directly or indirectly fifty
(50) percent or more of the shares carrying voting rights.
“Agreement or SPA” shall mean the product Sales and Purchase Agreement of which these specific provisions
agreed to between Buyer and Seller form the conditions of sale and purchase.
“Product” or “Light crude Oil” shall mean crude oil in Bulk as specified in Annex “A” to this Agreement.
“Loading Port” shall, with respect to a cargo, mean the port which the product is loaded in Seller's vessel in
accordance with this Agreement.
“Port of Discharge, POD" shall, with respect to a cargo, mean ............... port, xxxx which the product will be
discharged into Buyer's designated storage tank in accordance with this Agreement.
“Barrel (BBLS)” shall mean a volume of forty-two (42) U.S. standard gallons of 231 cubic inches measured at
Sixty degrees (60°) Fahrenheit or 158 Liters at 15.55 degrees Celsius.
“Metric Ton” shall mean unit of weight equal to one thousand (1000) Kilograms and one (1) metric Ton
of Crude Oil shall be equal to 7.36 Barrels of the product.
“Vessel” shall mean the ship, whether owned or chartered or otherwise obtained by Seller and employed by
Seller to load the Cargo from the loading Port.
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"The Notice of Arrival (N.O.A.)": shall mean the document used by the Ship Master, to notify his ship
arrival, to the notify party to inform abou t the arrival of the shipment and number of packages, description
of goods, their weight, and collection charges (if any).
2.1 The Seller and the Buyer, under corporate authority and responsibility respectively represent that
the Seller is the lawful owner of the product, in quantity and quality as hereunder specified, and
the Buyer has the full capability to purchase the said product .
2.4 Seller hereby offers for sale of the product in quantity and quality as hereunder specified on CIF
term delivered at Port of discharge.
2.5 Parties agree that this agreement is entered for 24 or 36 consecutive months and the product to be
traded monthly at the port of discharge.
2.6 Absent any extension as aforesaid, this Agreement will terminate upon completion of delivery and
satisfactory settlement of value of final shipment of the contract quantity.
3.1 The Light Crude Oil offered by the Seller referred to as "product" which its quality pursuant and comply
with the specifications and ranges as per Appendix A.
3.2 The Buyer will buy total quantity of xxxxxxxxx xxx million) ±10 % (ten percent) Barrels of the product per
month for 24 months under this Agreement.
3.3 Parties agree to an operational tolerance level of plus or minus 10% for the result of the quantity
and quality inspection unless otherwise stated.
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4.1 The terms of the delivery for this Agreement shall be on CIF basis at port of discharge. Any terms not
covered by this Agreement shall be covered by INCOTERMS 2020.
4.2 Seller shall notify the Buyer in a timely manner, with the particulars necessary for the programming
and loading of each chartered Vessel's particular shipment.
4.3 The ship’s Master shall notify to the Buyer's Agent, as well as the discharge port authority, the ship’s ETA
120 hours before her arrival, her name, tonnage, flag, draughts, on board quantities, and actual time of
arrival 120, 72, 48, 24 and 12 hours before her arrival to the port of discharge.
5. PRICE, CURRENCY
5.1 The price for each US barrel of product shall be calculated on the three (3) days average mean of
available quotations of ICE-BWAVE assessment (under coding of XIBW001) as published in Platt's
Crude Oil Market wire centered at quantity and quality inspection date minus the discount. The 3-
day average (one day before discharge, discharge date and one day after discharge) and quotations
shall be furnished by Seller to Buyer with each Invoice.
5.2 The net discount to the Buyer shall be …… Usd = ……... EURO per barrel.
5.3 All invoices will be based on US Dollars and the applicable currency with respect to SWIFT MT760 LC
and payments for the product shall be EUROs. USD to EURO exchange rate as quoted by ECB in the
webpage https://www.ecb.europa.eu one business day prior to the contractual payment.
5.4 Each party shall be accountable for their own bank charges.
5.5 In calculating the final unit price and total lifting value, arithmetic rules for rounding up to two
decimal points shall be applied; if the third decimal point is four (4) or any number less than four
(4), then such third and/or more decimals shall be ignored. If the third decimal point is five (5) or
any number higher than five (5), then one digit shall be added to ne second decimal point and the rest
will be ignored.
5.6 After signature of the agreement by both parties; Buyer as contractual payment guarantee shall issue a
SWIFT MT760 Letter of Credit, LC with validity of one year and one day (as per verbiage of Appendix B) in
favor of Seller. Such SWIFT MT760 LC shall be issued for 450.000.000 EUROS (Four Hundred and Fifty
Millions Euros) contractual quantity.
5.7 The contractual payment guarantee LC specified in article 5.6 will not be called by Seller and will be
renewed for next 366 days or upon termination of Agreement will be retuned back to Buyer on the
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5.8 Partial payments : As contractual payment, Buyer shall settle the cumulative Commercial Invoices (CI)
value of each Shipment / Month , After 96 hour of each delivered product (per shipment / month ) , buyer
must pay the invoices to the seller Announced Account via Swift Mt-103 ,TT. Or LC Mt-760 Equal to 3
month of delivered product(Under particular conditions )
6.1 Within 5 working days from signature of Agreement, Seller will Introduce the Financial company to
received LC MT 760 to sign financial contract between , also issue The Proforma Invoice for 450.000.000
millions Euro , base on average prices of issue date as per article 5.
6.2 Within 15 banking days after issuance of Seller's PI, Buyer's bank shall issue the SWIFT MT760 LC as
per article 5.6 in favor of Seller financial company .
6.3 Within xxx working days, Seller will start loading of first month shipments and send the copy of POP to
Buyer via email:
● Vessel Q88
● Bill of Lading
● Certificate of Origin
● Cargo Manifest
6.4 Buyer shipping agent will contact the vessel Captain to confirm the availability of the cargo and
arrange the port entry formalities of POD.
6.5 Upon vessel’s arrival to the POD, Buyer unloads Seller’s vessel. Buyer shall arrange the Independent
Surveyor to conduct Quality & Quantity inspection (Q&Q) during the unloading of the Seller’s
vessel, which will conduct the DIP test and send the Q&Q report to both Buyer and Seller upon
completion.
6.6 Seller issues Commercial Invoice based on result of Q&Q inspection report and sends it to Buyer via
email and provides the original shipment documents to Buyer:
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● Certificate of Origin
● Bill of Lading
● Unloading Time Sheet, 1 Original & 1 Copy, signed by master, local agent and SGS.
6.7 After receipt of CI and original shipment documents , Buyer will settle the contractual payments to the
seller’s bank by MT 103 / TT / SWIFT MT760 LC as per article 5.8.
7.1 Measurement of quantities and the taking of samples for the purposes of determining the quality
of the product shall be carried out at both Loading Port and discharge port in accordance with the
general practices as accepted in the crude oil industry by Independent Petroleum Inspection Company.
7.2 Parties mutually accept SGS/ GEOCHEM or other mutually acceptable Company as Independent
Petroleum Inspection Company at the discharge port.
7.3 At the discharge port, Buyer shall arrange the Inspection Company to perform quality and quantity
testing in Buyer’s shore tank facilities on his own account. Quantity and quality assessment, absent fraud or
manifest error, shall be final and binding on both Parties. One Original copy of onboard and onshore
assessment shall be sent to Seller directly by the Inspection Company.
7.4 Provision, arrangement and payment of import licenses, inspections, port charges & duties, storage
tank rental fees, import taxes at discharge port shall be borne by the Buyer.
7.5 All crude oil temperature corrections shall adhere to the latest revision of ASTM and API .
7.6 Commercial Invoice quantity shall be determined based on the loading port quantity and Final
Invoice quantity shall be based on the POD quantity and quality measurement and shall exclude water
and basic sediment (B.S&W), if any, in excess of the maximum specification determined by ASTM methods.
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9.1 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 .
9.2 The Seller warrants that with respect to the product which is the subject matter of this Agreement,
it has the clear and unqualified rights to sell or otherwise dispose of the product and that the
product shall be delivered clear of all liens and encumbrances.
The Buyer is the importer of the product and shall comply with all applicable destination government
regulations governing such importation, procure all necessary licenses and permissions, and shall pay
or cause to be paid all duties, Imports and taxes for its Importation at Port of discharge.
11.1 In the event of and with regard to any Force Majeure event(s) and circumstance(s), such event(s)
shall be defined by, and this Agreement shall be governed by the regulation(s) CIF Deliveries
according to INCOTERMS 2020.
11.2 Neither Party shall be responsible for full or partial non-performance of their obligation(s) under
the present Agreement if such non-performance is a result of a Force Majeure circumstance, such
as fire, flood or adverse weather, strike(s), disorder(s), perils of embargo, destruction of the
material(s), delay(s) of carriers due to break down, wreck(s), or adverse weather, or government authority
restriction (including but not limited to protectionism, quota introduction, price control) or any event,
occurrence or circumstance beyond the control of the Parties and which neither Party causes or contributes
to (each, a “Force Majeure Event”).
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11.5 In the event a Force Majeure Event lasts more than 90 (Ninety) days, each Party has the right to
cancel the present Agreement partially or completely without prejudice. In such case, neither Party
shall have the right to claim for any reimbursement of possible loss from the other Party .
11.6 Except as specifically mentioned herein, no claim shall lie or be made for any special, indirect,
incidental, punitive, exemplary and/or consequential damages of any nature including but not limited
to lost profit(s), revenue(s), business interruption, or damage(s) shall be made by either Party against the
other under this Agreement.
12. ASSIGNMENT
12.1 Seller or Buyer may assign its financial or other rights to this Agreement without the prior written
consent of the other party. No such assignment shall relieve the assigning party of their obligations
under this Agreement. Notice of any such assignment shall be given promptly by the party effecting
the assignment to the other party to this Agreement. Any assignment not made in accordance with the
forgoing provisions shall be void.
12.2 If assignment is made, a Formal Notice of the Assignment shall be subm itted to the Buyer/Seller,
which will contain the Assignee's Company Name, Company Address, Spokesperson/Official and their
telephone, email address and/or fax number(s).
13.1 The Agreement shall be governed and construed in accordance with Switzerland Laws.
13.2 Each of the Parties has full corporate legal authority to execute this Agreement and accordingly be
fully bound to the terms and conditions herein. INCOTERMS 2020 rules that the Contracts (Electronic
Document Transmission) is legally binding.
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14.1 This Agreement contains the entire understanding between the parties with respect to the
transactions contemplated hereby and can only be amended by a written agreement. Any prior
agreement, written or verbal is deemed merged herein and shall be superseded by this Ag reement.
14.2 The Parties hereby agree that this Agreement shall become valid and operational when signed and
sealed in counterparts and compels both parties to fulfill their respective obligations .
14.3 The Agreement and all information obtained by one Party from the other Party shall be treated as
confidential.
14.4 The headings appearing in this Agreement are for convenience only and shall not be interpreted in
any way to limit or change the subject matter of this Agreement.
14.5 Any modification or addition to the Agreement shall be made in writing .
14.6 All signed appendices, annexes and supplements shall constitute an integral part of the present
Agreement.
14.7 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions .
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14.9 Unless otherwise agreed to in writing, any notices, statements, requests or other communications to
be given to either Party pursuant to this 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.
14.10 This Agreement shall not be amended or modified or any provision thereof waived, except in
writing and accepted by both parties.
14.11 Any provision of this Agreement, which is declared unlawful or unenforceable by a court of
competent jurisdiction, shall not affect any other provision herein.
15.1 Buyer shall provide or shall cause to be provided, a berth which the Seller vessel can safely reach
and leave and at which she can lie and load always safely afloat.
15.2 Buyer shall at all material times, provide and maintain, or cause to be provided and maintained, in
good order all necessary flexible hoses, connections pipelines, storage facilities and other
accommodations for such discharging of the Seller vessel. The storage tank facility leasing/rental agreement
shall be signed by Seller for each cargo to be discharged.
15.3 All other related expenses of Discharging (i.e. berthing, un-berthing, pilotage, towage, tugs, agency
fees, quay dues, port operation and worker’s dues, and relevant taxes etc. are for the Buyer’s account.
15.4 Time allowed for discharging the cargo under this agreement shall be as per th is agreement.
Delivering vessel has a 48 hours + 6 hours lay time to discharge the product into nominated storage
tank. Lay time calculation shall commence when the delivering vessel tenders her NOR at discharge port
(NOR + 6 + 48 hours).
15.5 If demurrages have been caused by the Buyer’s discharging terminal then the corresponding amount
shall be borne by the Buyer to be paid to the Seller at sight based on demurrages rate as stated in vessel's
charter party agreement.
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16.1 The undersigned Parties do hereby accept and agree to the provisions of the International
Chamber of Commerce for Non-Circumvention and Non-Disclosure with regard to each and every
Party in this transaction.
16.2 The above provision shall include and are not limited to the Buyer, Seller and any of their
respective agent(s), mandate(s), nominee(s), assignee(s ) and intermediary parties to this Agreement.
Buyer and Seller who formed this Agreement agree that change(s) can be made only in writing signed by all
parties.
16.3 Any information contained herein shall be kept confidential, and shall not be subsequently
disclosed to third (3rd) parties or reproduced in any way, provided however, that each Party may
disclose such information to such Party’s affiliate(s), agent(s), employee(s), lender(s), counsel(s),
accountant(s) or advisor(s) who have a need to know such information and have agreed to keep such
term(s) confidential, or as may be required in order to comply with any law or government regulation(s),
which include any and all reporting requirement(s), court or regulatory proceeding.
16.4 This Agreement shall be kept in the strictest confidence for at least six (6) years from the date
hereof.
17.1 Notwithstanding CLAUSE 12, “Liability Exemptions” hereinabove, in case of failure of the Seller or
the Buyer (the “Non- Performing Party”) to comply with any of the obligation(s) assumed under this
Agreement, the other Party, without prejudice to any other recourse available to them, may
consider such failure as a breach of this Agreement and terminate same, or unilaterally suspend its
performance until such failure is remedied, and in any case may claim direct damages for the Breach of
this Agreement from the other Party, to the extent allowed by the "Term(s) and Condition(s)" set forth
herein.
17.2 In the event Buyer delays payment according to the herein payment terms agreed upon and
authorized by both Parties, Buyer shall pay Seller compensation at the rate of one tenth of one
percent (0.1%) of the unpaid amount per each day of delay, but which in total shall not exceed five percent
(5%) of the unpaid amount. Payment of such compensation does not exempt the Buyer from fulfillment of
its obligation(s).
17.3 Failure by either Party to take action against the other in case of the other Party’s noncompliance with
obligation(s) or condition(s) set forth within this Agreement shall not be interpreted as a waiver to take
action for a subsequent non-compliance with the same or other obligation(s) or condition(s).
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18.1 This Agreement is executed in multiple counterparts and will be lawful and fully effective even
though signatures may not be placed at the same time and the same location .
18.2 Facsimile or electronic copies of the signed Agreement are hereby accepted as originals , and shall
be deemed to be valid, effective and enforceable. The Parties shall execute and distribute the original signed
copies among themselves promptly following exchange of EDT Agreement. This agreement consists of 25
pages, including one (1) schedule and one (1) appendix.
18.3 This Agreement shall inure to and obligate the undersigned parties and their partners, associates,
employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives,
successors, clients and assigns, hereinafter referred to as the Parties, jointly severally, mutually and
reciprocally for the terms and conditions expressly stated and agreed to herein.
18.4 Each of the parties to this Agreement confirms that it has full legal authority to execute this
Agreement and that each party is bound by terms and conditions as set forth herein, either as individual,
corporate entity or on behalf of a corporate entity.
18.5 Each party to the other warrants, under penalty of perjury that the representations made in this
Agreement is true and accurate to the best of his knowledge and belief.
18.6 Each party acknowledges that he makes, executes, and delivers this Agreement as his free act and
deed.
18.7 This Agreement must be signed in counterpart and will be lawful and fully effective even though
signatures may not be placed at the same time and same location. The Parties hereto have
subscribed their signatures and in doing so have understood, agreed and accepted the terms and
conditions as herein. They hereby affix their signatures below on each page on the space provided with the
respective date, as shown on this contract.
Seller legal address and Bank Information:
COMPANY
(BUYER)
ADDRESS:
REPRESENTED
BY:
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IN WITNESS WHEREOF, the Parties acknowledge that they have understood all of the terms and
conditions of this Agreement, and hereby agree to honor and to be bound by all clauses with the
privileges, rights and immunities herein provided, making this Agreement effective on and as of the effective
date upon signing by all Parties.
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FROM:
ACCOUNT NAME:
ACCOUNT NUMBER:
SWIFT CODE:
BANK OFFICER:
BANK OFFICER
PHONE:
BANK EMAIL:
TO:
ACCOUNT NUMBER:
BG/LC NUMBER:
CURRENCY: EUR€
BENEFICIARY:
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WE, XXXX BANK, HAVING OUR REGISTERED OFFICE XXX, HEREBY OPEN THIS UNCONDITIONAL,
ASSIGNABLE AND IRREVOCABLE LETTER OF CREDIT (LC) IN FAVOUR OF XXXXXXXXXX, HAVING ITS
REGISTERED OFFICE AT XXXXXXXXXXXXXXXXXXXXXXXXXXXXX FOR THE BENEFIT OF XXXXXXXXX
FOR THE AMOUNT OF XXXXX MILLION EUROS [€ XX,000,000.00] AT THE REQUEST OF OUR CLIENT
XXXXXXXXXXXX. DUE ONE YEAR AND ONE DAY FROM THE DATE OF ISSUE [ISSUE DATE], MATURITY
DATE [MATURITY DATE] PAYMENT IS AVAILABLE BY THE BENEFICIARY’S FIRST DEMAND VIA BANK
SWIFT WIRE SYSTEM. DEMAND HEREUNDER MUST BE MARKED “DRAWN UNDER LETTER OF CREDIT NO.
[LETTER OF CREDIT NUMBER], DATED [DATE OF ISSUE]. SUCH PAYMENT SHALL BE MADE WITHOUT SET-
OFF AND FREE AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES, OR WITHHOLDINGS OF ANY NATURE
PRESENTLY OR IN THE FUTURE, IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE
GOVERNMENT OF ISSUING COUNTRY OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF.
THIS BANK GUARANTEE/ LETTER OF CREDIT IS CASH BACKED, DIVISIBLE, ASSIGNABLE, AND
TRANSFERABLE WITHOUT PRESENTATION OF IT TO US AND MAY BE RELIED UPON FOR THE PURPOSES
OF OBTAINING THE CREDIT LINE.
WE HEREBY ENGAGE WITH YOU THAT THE DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE
OTHER TERMS OF THIS LETTER OF CREDIT SHALL BE DULY HONOURED ON DUE PRESENTATION TO US
AT THE MATURITY DATE AND FOR FIFTEEN DAYS THEREAFTER, AFTER WHICH OUR LIABILITIES
HEREUNDER WILL CEASE AND THIS BANK GUARANTEE/STAND-BY LETTER OF CREDIT WILL BE OF NO
FURTHER EFFECT. THIS BANK GUARANTEE/LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS
AND PRACTICES FOR DOCUMENTARY CREDITS I.C.C. PUBLICATION NUMBER 758/600, LATEST REVISION.
THIS IS AN OPERATIVE INSTRUMENT. ALL CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.
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Buyer's passport
Buyer's Certificate of Registration
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