SALES
AND PURCHASE AGREEMENT
ON
LOW
POUR FUEL OIL (LPFO)
Quantity: 1MILLION METRIC TONS
PFI NUMBER: PPMC/EXT-T031/LPO/7162a
THIS AGREEMENT IS MADE
AS A SAMPLE
WHERE AS: The Seller has
agreed to sell LPFO Petroleum Products of NNPC Export Grade to the Buyer, the
Buyer has also agreed with full corporate authority and responsibility to
buy under the specified terms, conditions and procedures as stipulated in this
S.P.A.
NOW therefore the parties agree as follows:
It is being understood that each party may be referred to herein
individually as a “PARTY” or collectively as “PARTIES”.
WHERE AS: The Seller has
agreed to sell LPFO Petroleum Products of NNPC Export Grade to the Buyer, the
Buyer has also agreed with full corporate authority and responsibility to
buy under the specified terms, conditions and procedures as stipulated in this
S.P.A.
NOW therefore the parties agree as follows:
It is being understood that each party may be referred to herein
individually as a “PARTY” or collectively as “PARTIES”.
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PRODUCT:
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LOW POUR FUEL OIL(LPFO) ALLOCATION PAPER
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QUANTITY:
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The quantity to be supplied
shall be 1,000,000Metric Tons
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PRICE:
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Selling price shall be N71.00 GROSS.
N63.00 TO SELLER
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COMMISSION:
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N4.00 to be Shared among the agents and facilitators on both
buyer and seller sides.
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PROCEDURES:
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·
The
Buyer and the Seller sign this contract agreement , Buyer returns the spa
with the sign financial capability letter, sign with their bank letter headed
paper
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Buyer
and seller open communication through their Account officers and meet in the
appointed bank for the sighting of the original allocation documents at
seller's Bank.
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Buyer
pays the agreed sum of money as stipulated in the SPA to all parties involved
in the transaction on sighting the original allocation documents.
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Seller
transfers title documents to the buyer.
BANK CHARGES:
Seller’s Bank charges will be borne by the Seller
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BANK CHARGES:
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Seller bears the cost for his account and Buyer bears the cost
for his account.
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DUTIES AND TAXES:
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The buyer shall be responsible for all duties and taxes levied
on cargo by the authorities of the country of discharge. Title shall pass from seller to buyer when
the complete discharge of cargo is made to the buyer.
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APPLICABLE LAW:
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Any dispute arising during the execution of this contract
shall be settled amicably. If parties
fail to do so, they shall accept as final the decision of the court of
arbitration of the international Chamber of Commerce, Swiss Law to
apply. Ex-Parte proceedings are to be
continued in English and shall be settled by arbitration in accordance with
the laws of Nigeria, Switzerland and/or England as the case may be.
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FORCE MAJEURE:
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Neither party to this agreement shall be responsible for
breach of contract caused by acts of GOD, insurrection, and breakdown of
refinery operations or supplies to the seller, civil war, military
operations, and national or local emergencies. The parties hereby accept the
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NON
CIRCUMVENTURE AND NON DISCLOSURE:
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The parties irrevocably agree not to circumvent, avoid, or
by-pass any
of the brokers directly or indirectly, to avoid payment of
fees or commissions in any traction between the parties, involving any product
or services, any addition, renewal, extensions, rollover, amendments,
renegotiations, new contracts or third party assignments thereof. The parties do hereby accept and agree to
fulfill all obligations due to the brokers and intermediaries throughout the
duration of this contract and subsequent transactions, renewals, rollovers
and extensions without variation or modification of the same.
In the event of direct or indirect circumvention through a
third party, the circumvented broker shall be entitled to a legal monetary
award equal to the maximum service fees he should have realized from the
transaction together with all legal expenses incurred in the recovery of the
funds, including but not limited to attorney fees, cost and disbursement as
permitted bylaw and statuary interest thereon. The parties hereby agree that this contract
and its content are confidential and shall be treated as such. Neither party shall disclose any
information with regards to this contract to any third party unless necessary
for the successful completion of this transaction, save as necessary within
the law so to do.
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LANGUAGE AND SIGNING:
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The terms and conditions of this contract are accepted and
binding on all parties to this contract.
The parties confirm that each has read and understood the terms and
conditions as written. If any term and
condition of this contract be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the rest of the contract shall remain in full
force and effect and shall in no way be affected, impaired and
invalidated. Both parties having
understood all the terms and conditions of the sales and purchase agreement
hereby agree to honor all clauses with
all privileges, rights and immunities pertaining herein, making this
agreement effective on the date of signing by all parties and is executed in
multiple copies to the parties hereto represented, each of which is equally
affective.
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DELCARATION:
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The undersigned declare that the foregoing instrument fully
sets forth the entire agreement between the parties and that the signatories
below have been fully and dully authorized to enter and bind each representative
company to the contract.
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BANKING
DETAILS
FIRST SELLER’S FULL DETAILS AND BANKING
CO-ORDINATES
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BANK NAME:
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ADDRESS:
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ACCOUNT NAME
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ACCOUNT NUMBER
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ACCOUNT
OFFICER
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MOBILE NUMBER
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E-MAIL
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(NOTE:
NO PRIOR CONTACT TO EITHER THE BUYER’S OR SELLER’S BANK UNTIL THE SPA IS SIGNED
& SEALED AND DEPOSITED WITH BOTH BANKS)
Sellers Banking Co-Ordinates To Receive N63.00Per Liter
FINAL SELLERS’S FULL DETAILS AND BANKING CO-ORDINATES / ZOMI
INDUSTRIES LTD
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ADDRESS:
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SWIFT CODE:
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BENEFICIARY BANK:
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BRANCH ADDRESS:
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SWIFT CODE:
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FURTHER CREDIT TO:
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ACCOUNT NAME:
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ACCOUNT NUMBER:
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SORT CODE:
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BANK OFFICER NAME:
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TELEPHONE:
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E-MAIL:
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Seller’s
Agent/Facilitators co ordinate to receive N2.00 per litre
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BANK
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ADDRESS
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ACCOUNT NAME
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SAME AS SELLER
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ACCOUNT NUMBER(Naira)
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ACCOUNT OFFICER
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Buyers Bank Coordinate to pay N71.00 per liter Gross.
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BANK
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BANK
ADDRESS
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ACCOUNT
NAME
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SWIFT
CODE
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ACCOUNT
NUMBER
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ACCOUNT
OFFICER
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ACCOUNT
OFFICER TEL:
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E-MAIL
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Buyer’s
Mandate Banking co ordinate to receive N1.50K per litre open
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BANK
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ADDRESS
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ACCOUNT NUMBER(Naira)
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ACCOUNT NAME
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SORT CODE
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NOTE: NO PRIOR CONTACT TO EITHER THE
BUYER’S OR SELLER’S BANK UNTIL THE SPA IS SIGNED & SEALED AND DEPOSITED
WITH BOTH BANKS)
IN WITNESS WHEREOF the parties have executed this agreement under the hand of
their duly authorized officers as witnessed below.
This Agreement is made this 30TH JANUARY, 2013.
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ON BEHALF OF THE SELLER
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Name:
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JOSEPHINE IYAMA
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Title:
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MANAGING DIRECTOR
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Date:
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30-01-2013
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The FINAL SELLER
FOR AND ON BEHALF OF FINAL SELLER.
We hereby with full responsibility
NAME CHIEF VICTOR UTULU
NATIONALITY NIGERIAN
DESIGNATION CEO/MD
COMPANY. ZOMI INDUSTRIES LIMITED