DEOWORLD PETROCHEMICAL

DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.

SALES AND PURCHASE CONTRACT AGREEMENT FOR

AUTOMOTIVE GAS OIL (AGO).
(TRANSACTION CODE:DEOWOA/DEPINIL/VESTA/TFD/AGO/20230704)

TANKFARM DELIVERY-TFD

THIS CONTRACT AGREEMENT IS MADE THIS 24TH DAY OF AUGUST, 2023.

BETWEEN

DEOWORLD PETROCHEMICAL INDUSTRY NIGERIA LTD.

(HEREIN REFERRED TO AS THE “THE SELLER”).

AND

NEHEMIAH AFRICA PROJECT INC

(HEREIN REFERRED TO AS THE “THE BUYER”).

CLAUSE 1: SCOPE OF CONTRACT.

WHEREAS, the buyer agrees to buy and/or pay for the product and seller agrees to sell
and/or deliver the cargo on the conditions herein and in accordance with the contract
procedures accompanying this agreement. Whereas, the parties mutually accept to refer to
the General Terms and Definitions, as set out by the INCOTERMS, Edition 2022 with latest
amendments, having the following terminology fully understood and accepted;

TERMS/CONDITIONS:
1.) Commodity: AUTOMOTIVE GAS OIL

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
2.) Quality: NNPCL STANDARD.
3.) Delivery Basis: TANK FARM DELIVERY (TFD).
4.) Quantity: 10,000MTS (trial with rolls and extensions).
5.) Price: N630.00/N2.00 AND N628.00 PER LTR NET SELLER – Adjusted as per
market forces
6.) Destination: CIF to STORAGE.

DEFINITIONS.

METRIC TON: A measure of weight equivalent to one-thousand-kilogram mass (1,000kg). 1

METRIC TON OF AGO=1,165 LITRES.

COMMODITY: Referred to as being “AGO” elsewhere in The Agreement also referred to as

AGO” which specifications, as specified by NNPCL.

DAY: Means a calendar day, unless differently specified.

MONTH: Means a Gregorian calendar month.

BILL OF LADING: The official document, issued at the load port after completion of the
loaded quantity, expressed in cubic meters (3) and in Metric Tons (MT) or barrels per the
Definitions herein. This document has to be signed in original by the ship’s master and made
out in accordance without the instruction hereinafter specified in the agreement.

C.I.F: Strictly as referred to in the interpretations defined by the INCOTERMS Edition 2022
with latest amendment. CIF automatically metamorphoses procedurally into (COST
INSURANCE FREIGHT).

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
LOADING DATE: The date mutually accepted by Seller and Buyer as the date on which the
nominated international surveyor Company has ascertained the quantity and quality of the
product pumped in the designated vessel

EXECUTION DATE: The date on which the Seller and the Buyer receive their respective
faxed Copies of his agreement or as may be indicated otherwise in The Agreement.

CLAUSE 2: QUANTITY.
2.1 The total contractual quantity of the commodity sold and purchased under this Agreement
is 10,000 METRIC TONS (AT BUYER’S OPTION), as required and affordable by Buyer, with
a variation of +/-10% (plus/minus ten percent) for 12 months. Without prejudice to the
Foregoing, the Buyer shall accept any additional shipment/delivery of product should
Availability of products sustains such additional consignment.

CLAUSE 3: DELIVERY TERMS.

3.1 The contracted quantity is 10,000 metric tons on SPOT or per month for 12 months, +/-
10% (plus/minus ten percent) per Shipment at Buyer’s option.

3.2 The delivery scheduled, commencing as quickly as possible upon mutual agreement Between
the Buyer and the Seller.

CLAUSE 4: TIME PERIOD.

4.1 The duration of this contract is for shipments of 10,000 MTS per vessel, +/-10%, unless
extended by an agreement by both parties.

CLAUSE 5: QUALITY

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
The Seller guarantees that the quality of the product sold will conform to the guaranteed
Specifications of NNPCL Automotive Gas Oil.

CLAUSE 6: PRICE
6.1 The price for each litre of AGO delivered out-turned Litres/metric tonnes shall be
GROSS: N630.00 PER LTR LESS N2.00.AND N628.00 PER LTR NET TO SELLER
SELLER‘S SIDE: N1.00 PER LTR .
BUYER‘S SIDE: N1.00 PER LTR

6.2. The price referred to throughout this Agreement is to be paid in NIGERIAN NAIRA
(NGN)/AMERICAN DOLLARS (USD) and is fixed for the duration of this Agreement.

CLAUSE 7: PAYMENT
7.1. Payment shall be affected through electronic fund transfer (E-Payment) both to seller
and all intermediaries involved.

7.2 Payment shall be the full amount in NIGERIAN NAIRA/AMERICAN USD, corresponding to
the total value of Shipment nominated quantity. (No partial payment please)

7.3. Quantity, as assessed at the point of quality and quantity (Q&Q), and price as
determined as per the Agreement will be used to complete the Seller’s invoice.

7.5 The Seller and Buyer each shall be responsible for their bank charges.

7.6 Payment for the entire cargo inclusive of commission shall be made into the Seller’s
Account. Seller shall pay all commission Agents according to IMFPA.

CLAUSE 8: BANKING/OPERATIONAL PROCEDURE.

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
CAUTION: THIS BELOW PROCEDURE HAS BEEN AUTHORED ACCORDING TO SELLER’S
WORKABLE REGULATIONS AND MUST NOT BE CHANGED, RE-AMENDED OR RE-ORDERED.

BANKING/OPERATIONAL PROCEDURE (C.I.F TO GHANA/NIGERIA TANK FARM)

1) SELLER ISSUES SPA BY ELECTRONIC MEANS, BUYER SIGNS AND RETURNS WITH VALID
THROUGHPUT
AGREEMENT, MATB AND NOR/ETA FORMAT, TANKFARM DOCUMENTS (THROUGHPUT
AGREEMENT) AND CHARTERED/HIRING RECEIPT/INVOICES.

2) WITHIN 72 HOURS OF SIGNING THE CONTRACT, BUYER’S BANK ISSUES BANK ENDORSED
CORPORATE
CHEQUES (BECC) SUM OF THREE HUNDRED MILLION NAIRA ONLY (300,000,000.00) IN FAVOUR
OF THE
SELLER’S NOMINATED BANK ACCOUNT. NOTE: SELLER ISSUES CORPORATE
COMFIRMATION LETTER TO BUYER TO CONFIRMS THE SELLER’S NOMINATED
BANK ACCOUNT DETAILS TO RECEIVE THE BUYER/BUYER’S BANK ENDORSED
CORPOORATE CHEQUE (BECC).

NOTE: COPIES OF THE ISSUED BANK ENDORSED CORPORATE CHEQUES (BECC) SUM OF
THREE HUNDRED MILLION NAIRA ONLY (300,000,000:00) INSTRUMENT MUST BE SENDS TO
SELLER FOR CONFIRMATION

3) UPON VERIFICATION OF BUYER'S ISSUED INSTRUMENT BY SELLER’S FIDUCIARY BANK,

SELLER SENDS PARTIAL POP OF LOADED CARGO TO BUYER AND INSTRUCT THE DELIVERY
VESSEL
CAPTAIN TO ISSUE NOR/ETA TO BUYER'S TANK FARM FACILITY.

4) BUYER'S TANKFARM MANAGER ACKNOWLEDGES THE NOTICE OF READINESS (NOR/ETA)

BY CONFIRMING AVAILABILITY OF SPACE AT THE JETTY TO RECEIVE THE CARGO. SELLER
THEN INSTRUCTS THE LOADED VESSEL CAPTAIN’S TO SAIL CARGO TO BUYER’S
DESIGNATED TANK FARM.

5) UPON ARRIVAL OF VESSEL AT TEN TO TWELVE (10-12) NUETICAL MILES FROM THE
DESIGNATED TANKFARM, THE CAPTAIN’S TENDERS NOTICE OF ARRIVAL (NOA) AND ISSUES
MARINE AUTHORITY TO BOARD (MATB) TO BUYER'S INSPECTION TEAM TO BOARD FOR
CALIBRATION AND SAMPLING OF PRODUCTS FOR LAB ANALYSES TEST, AND INSPECTOR’S
DISEMBARKS WITH SAMPLES FOR QUALITY AND QUANTITY (Q&Q) LAB ANALYSIS TEST

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
WHILE SUPER CARGO REMAINS ON BOARD TILL DISCHARGE OF PRODUCTS IS COMPLET.

6) WITHIN TWENTY FOUR (24) HOURS, UPON PRESENTATION OF SUCCESSFUL POSITIVE

QUALITY AND QUANTITY (Q&Q) LAB ANALUSIS TEST REPORTS/RESULTS BUYER PAYS FIFTY
(50%) PERCENT OF THE TOTAL CARGO COST TO SELLER’S NOMINATED BANK ACCOUNT
BEFORE DISCHARGE. AFTER SLLER CONFIRMS THE CASH PAYMENT OF FIFTY (50%)
PERCENT VESSEL DISCHARGES THE ENTIRE PRODUCTS INTO BUYER’S TANK/STORAGE
IMMEDIATELY.

7) AFTER THE DISCHARGE, SELLER PRESENTS ORIGINAL CARGO DOCUMENTS AND

PAYMENT
ADVICE (THAT COMMERCIAL INVOICE {CI}) TO BUYER/BUYER’S BANK. BUYER PAYS FOR
THE REMAINING FIFTY (50%) PERCENT OF THE TOTAL CARGO BALANCE WITHIN FIVE (5)
BANKING DAYS.

8) UPON CONFIRMATION OF PAYMENTS, TRANSACTION CLOSES AND PARTIES CAN ON

MUTUAL
AGREEMENT REENGAGE FOR SUBSEQUENT DELIVERIES.

CLAUSE 9: INSPECTION – QUANTITY & QUALITY DETERMINATION.

9.1. The Parties mutually agree that an internationally recognized first class Independent
Surveyor Company shall be appointed at the designated DISCHARGE point to assess the
quality and Quantity of the cargo according to the provisions herein stated. The Buyer will
pay the Inspection fee as per the surveyor’s invoice.

9.2 Without prejudice to Clause 5 herein, after the quantity and quality assessment, if the
flashpoint/colour of the product falls below the shown spec, the said product would still be
deemed to be within the NNPCL spec range and the seller shall be deemed to have fulfilled
his obligations in the contract. Whereas Non-acceptance of the buyer to this disparity, shall
be deemed as a breach of contract.

9.3 Quantity and quality assessments, conducted by the appointed Surveyor Company Shall be
in accordance with methods and procedure usually used in the oil industry practice and shall at
all times strictly comply with the revised ASTM/IP International Standards and Procedures in
force, on the date of compliance.

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.

CLAUSE 10: APPLICABLE LAW

10.1 The English law shall govern all matters relating to the validity, interpretation or
Performance of the Agreement.

CLAUSE 11: BREACHES

11.1 Notwithstanding Clause 13 herein, in case of failure of the seller or the buyer to comply
with any of the obligations set forth in The Agreement, aid non-compliance shall entitle the
other Party, without prejudice to any other recourse(s) 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 is corrected, and in both cases, may claim direct damages for
the breach of this contract, to the extent allowed by the terms and conditions of the
Agreement.

CLAUSE 12: ARBITRATION

12.1 All Disputes arising in connection with The Agreement shall firstly be settled amicably.
Should no agreement be reached by the Parties, then the case shall be brought for final
Settlement under the rules of conciliation and Arbitration of the international Chamber of
Commerce London, England in the event of Arbitration each party shall appoint one Arbitrator
with a third appointed by an independent party.

CLAUSE 13: RISK OF TITLE

13.1 Delivery shall be deemed completed and title or Cargo shall pass to the Buyer
immediately after Buyer’s Inspector confirms product and Buyer is introduced to the Vessel
Owners. At this point, the seller’s Responsibility shall cease and the Buyer shall assume all
risk of losses.

CLAUSE 14: FORCE MAJEURE

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
14.1 Neither party of this contract shall be responsible for breach of contract caused by
acts of GOD, insurrection civil war and military operations, national or local emergencies The
parties hereby accept the international provision of force majeure and hardships Published by
International Chamber of Commerce (ICC).

CLAUSE 15: INDEMNITY

15.1 Seller expressly declares and warrants that all products sold and delivered to the Buyer
under This Agreement is free from all encumbrances, and not derived from illegal/Criminal
Source.

CLAUSE 16: AMENDMENTS AND WAIVERS

16.1 The Agreement shall not be amended or modified or any provision thereof waived except
in writing and accepted by both parties.

16.2 Any provision of this Agreement which is declared unlawful or unenforceable by Court Of
competent jurisdiction, shall not affect any other provision herein.

BUYER SHALL MAKE PAYMENT TO SELLER AND ALL AGENTS ACCORDING TO THE
COORDINATES BELOW.
THERE SHOULD BE NO TELEPHONE CONTACT EITHER WITH SELLER’S OR BUYER’S BANK
EXCEPT BY SWIFT/BANK EMAIL.

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.

CLAUSE 17: BANKING CO-ORDINATES

*SELLER’S SIDE BANK ACCOUNT COORDINATES*
SELLER’S BANKING DETAILS TO RECEIVE N628.00 PER LTR VIA MT103/T/T FOR TOTAL
OUT TURN CARGO.
CORRESPONDENT BANK NAME: CITIBANK LONDON
BANK ADDRESS: LONDON
SWIFT CODE: CITIGB2L
ROUTING ABA NO: GB35 CITI 185008 11817191
SORT CODE NO: 185008
BENEFICIARY BANK: NAME: SKYE BANK PLC, LAGOS
SWIFT CODE: PRDTNGLA
BENEFICIARY BANK ADDRESS: IKOTA BRANCH|POLARIS BANK LTD, ROAD 5, IKOTA SHOPPING
COMPLEX, LEKKI, LAGOS.
FINAL BENEFICIARY NAME: DEOWORLD OIL ASSOCIATES.
FINAL BENEFICIARY ACCOUNT NO: (DOLLARS - 4091168655) (NAIRA - 4091168545)
ACCT./OFFICER’S NAME: BRANCH MANAGER/RELATIONSHIP (EFE RHIMA)
ACCT./OFFICER’S TEL/NO: TBA
ACCT OFFICER’S EMAIL: [email protected],
[email protected]
SPECIAL WIRING INSTRUCTION: Pre advice must be send via SWIFT prior to write transfer. Email a notification
Immediately upon each tranche transfer payment together with the transaction code(s)
to: [email protected].
REQUIRE MESSAGE: All transfer instructions shall state: “Funds are clean and clear of non-
Criminal origin and are payable in cash immediately upon receipt by
beneficiary’s Bank.

SELLER’S MANDATE BANKING DETAILS TO RECEIVE N1.00 PER LTR.

CORRESPONDENT BANK NAME: CITIBANK NEW YORK. AMERICA
SWIFT CITIUS33
CODE:
CORRESPONDING BANK NUMBER 36127476
ROUTING ABA NUMBER 021000089
BENEFICIARY BANK NAME STANBIC IBTC BANK PLC

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
BENEFICIARY BANK SORT CODE 221150182
BENEFICIARY BANK ADDRESS H48/49 ALABA INT’L MARKET, OPPOSITE OBOSI
PLAZA OJO, LAGOS, NIGERIA
BENEFICIARY BANK SWIFT CODE: SBICNGLX
BENEFICIARY BANK ACCOUNT NO: 0036635695 (NAIRA ACCOUNT) 0036635705 (DOLLAR)
FINAL BENEFICIARY: VESTA GLOBAL VENTURES LIMITED
ACCOUNT OFFICER NAME ANNA OJUKWU
ACCOUNT OFFICER’S EMAIL ADDRESS: [email protected]

BUYER’S BANK DETAILS TO MAKE FULL FINAL PAYMENT N630.00 PER LTR FOR TOTAL OUT
TURN CARGO.
BANK NAME KEYSTONE BANK LTD
BANK ADDRESS
BANK SWIFT CODE PLNINGLA
ACCOUNT NUMBER 0102899367
ACCOUNT NAME NEHEMIAH AFRICA MISSION
ACCOUNT OFFICER THE MANAGER
ACCOUNT OFFICER’S EMAIL
BANK TELEPHONE 08033380412
BANK TELEFAX

BUYER’S MANDATE BANKING DETAILS TO RECEIVE N1.00 PER LTR

Bank Name:
SORT Code:
BRANCH ADDRESS SAME AS BUYER
ACCOUNT NAME:
ACCOUNT NUMBER

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
Final Beneficiary:
Account Officer’s Name & Tel/No:
Account Officer’s Email:

CLAUSE 18: CONCLUSIONS AND DECLARATION.

IN WITNESS WHEREOF, the parties have understood all of the terms and conditions of this
sales agreement and are hereby agreed to honour all clauses with the privileges, right and
Immunities pertained therein, making this sales/purchase Agreement effective on and as of
the effective date upon signing by all parties. This Agreement is hereby executed and
electronic copies of the signed Sales/ Purchase Agreement are hereby accepted as originals
and will be deemed to be called and Effective for all purposes, the parties will distribute the
original copies.

We, DEOWORLD PETROCHEMICAL INDUSTRY NIGERIA LTD., Hereby

with full corporate responsibility and with the power vested in its Officer, accept, confirm and
agree to abide by this Contract.

SELLER REPRESENTED BY; MR, FRIEDEO FRANCIS

DEOWORLD PETROCHEMICAL INDUSTRY NIGERIA LTD:

FOR AND ON BEHALF OF THE SELLER.
SIGNED BY MR. FRIEDEO FRANCIS.
ADDRESS #102, ALABI OYO STREET, LAGOS,
NIGERIA.
TITLE THE MANAGING DIRECTOR/CEO.

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.
DATE 24TH AUGUST, 2023.

We, XXXXX BUYER COMPANY XXXXX Hereby with full corporate responsibility and with the
power vested in its Officer, accept, confirm and agree to abide by this Contract.

BUYER REPRESENTED BY; XXXXXXXXXXXXX

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 DEOWORLD PETROCHEMICAL
DEOPINIL

INDUSTRY NIGERIA LIMITED.

PETROLUEM PRODUCTS, SALES, MARKETING & CONSULTANTS. RC. 1569517
ADDRESS: #102, ALABI OYO STREET, LAGOS. NIGERIA.

(NAME OF BUYER’S COMPANYXXXXX):

FOR AND ON BEHALF OF THE BUYER:
SIGNED BY Harold Chuks Aghazu
ADDRESS

TITLE Director

DATE 9th October 2023

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