Sales and Purchase Agreement (Draft Contract) "Spa"

Address: 625026, Taimyrskaya Street, Region TyumenCity Tyumen Адрес: 625026, Таймырская улица, Тюменская областьГород Тюмень
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900

Email: info@yugranefterazvedka.com Электронная почта: info@yugranefterazvedka.com
sales@yugranefterazvedka.com sales@yugranefterazvedka.com
export@yugranefterazvedka.com export@yugranefterazvedka.com
Website: https://yugranefterazvedka.com/ Сайт: https://yugranefterazvedka.com/
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
Date: 25 January 2020
SALES AND PURCHASE AGREEMENT (DRAFT CONTRACT) "SPA"
This Sales and purchase Agreement for Russian Gasoil D2 and Russian Mazut is made and entered on this day of 25TH JANUARY 2020 by "Yugranefterazveka Yug Oil
Refinery" and "ESC for Agriculture" Represented by Matyushev Sergey Yuryevich Known as the Seller / Refinery and Dr.Mohamed Al-Naqbi known as the Buyer /
Import Director.
1. OBJECT.
i) The Seller herewith will sell and the Buyer herewith will purchase in accordance with the Terms, condition, specification and quality described in this Contract.
2. THE COMMODITY - Russian Gasoil D2 and Russian Mazut.

i) The Seller shall supply and the Buyer shall Buy Product Russian Gasoil D2 and Russian Mazut monthly in accordance with schedule of delivery for a period of Three
Months as agreed upon between the two parties. The quantity of the Russian Gasoil D2 and Russian Mazut according to this contract could be corrected in accordance
with a written agreement signed by both parties.
Contract comes into force from the moment of signing by the sides of the contract and it's validity until execution of the delivery according to Addendum (Schedule of
Delivery). Parties could prolong the contract till 5 years and may increase the quantity of the delivered goods.
ii) SPECIFICATION - The specification of the goods is provided.

iii) ORIGIN - The Origin of the goods is Russian Origin.
3. SELLER:
Full Address: 625026, Taimyrskaya Street, Building 74 Region Tyumen, City Tyumen.
Signatory's full name: Matyushev Sergey Yuryevich
Company name: "YUGRANEFTERAZVEDKA YUG OIL REFINERY"
Position in Company: Export Director / Seller
Passport Number: 51N06121585
Tel: +7495-238-8900, + 7495-128-8900
E-mail: export@yugranefterazvedka.com, info@yugranefterazvedka.com, sales@yugranefterazvedka.com
i) SELLER'S BANK:
Bank name: SBERBANK Russia Federation

Bank Address: 46 svobodny prospek, 660028 krasnoyarsk
Account number: 4906840000022283849
Account name: Matyushev Sergey Yuryevich
Swift code: knon575457
Bank officer: Olga Andre Yotovich
Bank Telephone: 896646473837
4. BUYER:
Full Address: 18 Ard El-Golf , 3rd Floor, Building 18, F 31, Nasir City , Cairo Egypt.
Signatory's full name: Dr.Mohamed Al-Naqbi
Company name: "ESC for Agriculture"
Position in Company: Import / Director
Tel: +202 2690 6946
E-mail: info@esc-intl.com, Mohamed.alnaqbi@esc-intl.com
Passport Number: G11531929
Address: 625026, Taimyrskaya Street, Region TyumenCity Tyumen, Website: https://yugranefterazvedka.com, INN / KPP: 7203431661 / 860301001, E-mail: export@yugranefterazvedka.com
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
i) BUYER'S BANK:
Bank name: BANQUE MASR

Bank Address: 21/23 Charles De Gaulle ST. Nile Tower Building - Giza.
Account name: ESC GROUP FOR AGRICULTURE INDUSTRIES.
Account number: 5230001000007154
Swift code: BMISEGCXXXX
Bank Officer Name: Mr. Ahmed Sherif
Bank Telephone: 0020235704315
5. AUTHORIZED AGENT OF SELLER GROUP AND BUYER GROUP.

i) This Contract is made by and between Seller and Buyer whereby Seller agrees to sell and the buyer agrees to buy the under-mentioned goods on the Terms and
condition stated below with it's specification.
RUSSIAN GASOIL D2 - SPECIFICATION
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
RUSSIAN MAZUT M100 - SPECIFICATION
6. ENDORSEMENT AND LEGALIZATION:
i) The seller endorse the Draft Contract "SPA", Seller registers and legalizes the contract with the appropriate authorities after signing the contract with the Buyer. The
seller alone makes every payment involved in the endorsement and legalization
7. TRANSPORTATION OF PRODUCT TO BUYER'S DESTINATION PORT:
i) Buyer pays directly to the Tank farm company for the Injection of pumping the product into Seller's hired vessel which will transport the product to buyer's destination
port notified as ADEN PORT, YEMEN. The Tank Farm Storage is located at Port of Novorossiysk Russia Federation and the first shipment begins immediately after
payment of Injection to the Tank Farm.
The shipment of product Russian Gasoil D2 and Russian Mazut M100 with quantities of 120,000 MT of Russian Gasoil D2 and 90,000 MT of Russian Mazut M100
will be transported to Buyer's Destination port Aden,Yemen.
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
8. QUANTITY:
i) The total quantity which is specified as the first trial shipment is 120,000 MT for Russian Gasoil D2 and 90,000 MT for Russian Mazut M100 and it's shipment will
commence upon successful confirmation of buyer’s payment to the tank farm for the Injection of Pumping the products product into Seller’s vessel, the product will be
transported to port Aden,Yemen. notified as the Buyer's Destination port. while seller sends along to buyer all shipping Documents Vessel Q88, Bill of Lading etc.
The Product Russian Gasoil D2 and quantity of 40,000 Metric Tons will be transported every month from January to the Month of March 2020 making the Total of
Three (3) Months and with the Total quantity of 120,000 Metric Tons for the Three Months.
The Product Russian Mazut M100 and quantity of 30,000 Metric Tons will be transported every month from January to the Month of March 2020 making the Total of
Three (3) Months and with the Total quantity of 90,000 Metric Tons for the Three Months
9. SAMPLING AND ANALYSIS
i) At the time of loading of each shipment at seller's expense, the qualified surveyor - SGS shall take samples to determine and re-confirm the specification of product
Russian Gasoil D2 and Russian Mazut M100 contained in each shipment and shall provide Certificate showing details of determination.
10. LICENCES AND TAXES:
i) The seller shall assume all risks concerning the obtaining of legal export licenses and quotas connected with it shall be in Seller's account.
ii) The Buyer shall bear the same risks and expenses of the import of goods, the Buyer shall shall assume all risk concerning the obtaining of legal import licenses and
quotas connected with it. Expenses if necessary shall be in Buyer account.
iii) All custom and tax expenses provided for in the exporter's country should be on the account of the seller.
iv) All custom and tax expenses provided for in the importers's country should be on the account of the Buyer
11. PAYMENT AND CONDITIONS
i) After successful Q&Q by buyer at the discharge port, Buyer pays $ 39,600,000 USD for product Russian Gasoil D2 with Total quantity of 120,000 Metric Tons and
$ 20,700,000 USD for product Russian Mazut M100 with the Total quantity of 90,000 Metric Tons. After successful confirmation of buyer’s payment to seller nominated
bank, Seller pays intermediaries commissions within 72 hours of receiving Buyer’s payment for the product. Seller and Buyer signs the NCNDA / IMFPA before Buyer
payment to seller's bank.
12. DOCUMENTS REQUIRED FOR PAYMENT TO SELLER BANK:
i) The seller provide each consignment with a full set (3/3) Clean on Board Bill of Lading signed by an authorized representative of the shipping Lines, Signed by the
Master and showing vessel's stamp and showing "CLEAN ON BOARD", following Master's remark are acceptable.
Leaded from open area: Atmospherically rusty within 21 (Twenty-one). The Bill of lading is made out to order, bank endorsed, showing Notifying Party as indicated in
relevant payment document marked "Freight Board"
ii) LOADING PORTS: The loading port of the product Russian Gasoil D2 and Russian Mazut is the Port of Novorossiysk, Russia Federation.
Beneficiary's shipping advise to the applicant within four working days from B/L date giving the following shipping details:
Vessel name and paticular
B/L number and date
Shipped in bulk
B/L weight
All of the documents including (if necessary) the B/L, Invoice, SGS Report, Bill of Lading, Product Passport ( Conducted in the refinery reservoir) original Certificate of
Origin, will be faxed or emailed to the Buyer within 72 hours of Seller confirming Buyer's Payment through MT103/TT.
13. EFFECTIVE DATE:
i) This contract shall come into effect when the Buyer and the Seller have both initiated and signed this present document and it's appendices.
ii) The Seller will have his bank the agreed payment instrument.
iii) The Buyer will have received the agreed PB (Performance Bond) issued from the seller, the which 2% of the value of each shipment.
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
14. CONFIDENTIAL AGREEMENT:
i) Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and the Buyer shall take all necessary steps to
prevent the other confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the contract or
avoid conflicting claims (and except may be required in accordance with the applicable law).
ii) The Buyer shall not use the confidential information provided by the seller in such a way to:
a) Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, Or
b) Knowingly do anything to cause the Buyer in the name to lose any fees or commissions that are due or may become due under the seller agreement with the supplies
under the contract, if any, Or
c) Do anything to circumvent the Seller in such a way as to put seller at commercial disadvantage with the supplies or countries under this contract.
iii) The Seller shall not use the confidential information provided by the Buyer in such a way as to:
a) Circumvent the Buyer in the commercial dealings with any sub-buyers under this contract, Or
b) Knowingly do anything to cause the buyer to lose any fees or commissions that are due or may become due under the Buyer agreement with sub-buyers under the
contract, if any, Or
c) Do anything to circumvent the buyer in such as to put Buyer at a commercial disadvantages with sub-buyers or countries under this contract.
iv) The Seller and the Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the
contract.
v) The obligation of confidentiality of the seller and Buyer shall remain in force for a period of five (5) years from the date hereof.
vi) Any breach of these provision will entail payment of damage to the other party.
15. NON-CIRCUMVENTION AGREEMENT
* The parties shall not in any manner whatsoever solicit nor accept any business from any source or their affiliates that are made available by the other party to this
agreement, at any time without the prior written permission of the party which made the source available.
* The parties shall maintain complete confidentially regarding each other's business sources or their identities and shall disclose such only to named parties, pursuant to
express written permission of the party.
* The parties shall not in any way whatsoever circumvent or attempt to circumvent to each other or any party involved in any transactions the parties are desiring or
entering into and to the best of their ability and assure each other or any party involved in any of the transactions not be altered or changed that made the source available.
* The parties recognize the contract to be an exclusive and valuable contract of the respective parties and they shall not enter into indirect negotiations with such contract
revealed by other parties.
* Neither party shall avoid payment of due fees, commissions and other re-numeration in any way whatsoever.
By signing this agreement on the signature page, the partner hereby enter into this agreement provided that the
acceptance of this contract will result to conclusion of this contract with successful shipments without delays during the contract.
Execution of this contract agreement:
The terms of this SPA shall be confirmed and signed by the Buyer and the Seller via facsimile or Email. Executed facsimile or email shall be
binding to initiate and conclude the legal liabilities between Buyer and Seller of this SPA. If this SPA is not signed and returned within (3) three
Business days after the date of issue, it will be "null and void".
By signing below, both parties abide by their corporate and legal responsibility, and execute this SPA under full penalty of perjury.
................................................................................................. .......................................................................................................
Seller's Initials Buyer's Initials
Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900
INN / KPP: 7203431661 / 860301001 ИНН / КПП: 7203431661/860301001
Agreement #:
Seller Code: RTT00839281
Buyer Code: OKN3291601
SELLER: BUYER:
..................................................................................... .............................................................................................
TERMS & OPERATIONAL PROCEDURES FOR RUSSIAN GASOIL D2 AND RUSSIAN MAZUT M100: C.I.F
1. Buyer issue ICPO.

2. Seller issue Draft Contract (SPA) Sales and Purchase Agreement for Both Parties Final Endorsement.
3.Seller Issues to Buyer:
(a) CONFIRMATION / COMMITMENT LETTER TO SUPPLY
(b) TANK STORAGE RECEIPT
(c) CERTIFICATE OF ORIGIN OF THE PRODUCT
(d) STATEMENT OF AVAILABILITY OF THE PRODUCT IN RESERVOIR
4. After successful proper verification of the above documents within 48 Hours Buyer Pays directly to the Tank Farm Company for the Injection of the
pumping of product into Seller's hired Vessel that will Transport the product to Buyer's nominated Port
5. Upon successful confirmation of Buyer's payment to the Tank farm Company, tank Farm loads the Products into Seller's Vessel and shipment
commences, while Seller sends along to Buyer all shipping Documents Vessel Q88, Bill of Lading etc.
6. Seller endorses NCNDA / IMFPA signed by all parties and lodge to their Bank respectively.
7. After successful Q&Q by Buyer at the Discharge port, Buyer pays Seller through MT103 / TT.
8. After Successful confirmation of Buyer's payment to seller nominated bank account, Seller pays intermediaries' commissions within 72 Hours of
receiving Buyer's payment for the product
............................................................................................... ........................................................................................
Seller Initials Buyer Initials

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Address: 625026, Taimyrskaya Street, Region TyumenCity Tyumen Адрес: 625026, Таймырская улица, Тюменская областьГород Тюмень

Tel: +7495-128-8900, +7495-238-8900 Тел: + 7495-128-8900, + 7495-238-8900

Date: 25 January 2020

SALES AND PURCHASE AGREEMENT (DRAFT CONTRACT) "SPA"

2. THE COMMODITY - Russian Gasoil D2 and Russian Mazut.

ii) SPECIFICATION - The specification of the goods is provided.

Bank name: SBERBANK Russia Federation

Bank name: BANQUE MASR

5. AUTHORIZED AGENT OF SELLER GROUP AND BUYER GROUP.

RUSSIAN GASOIL D2 - SPECIFICATION

RUSSIAN MAZUT M100 - SPECIFICATION

6. ENDORSEMENT AND LEGALIZATION:

7. TRANSPORTATION OF PRODUCT TO BUYER'S DESTINATION PORT:

9. SAMPLING AND ANALYSIS

10. LICENCES AND TAXES:

11. PAYMENT AND CONDITIONS

12. DOCUMENTS REQUIRED FOR PAYMENT TO SELLER BANK:

13. EFFECTIVE DATE:

14. CONFIDENTIAL AGREEMENT:

15. NON-CIRCUMVENTION AGREEMENT

Execution of this contract agreement:

1. Buyer issue ICPO.

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