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SPA Draft

This document summarizes a sales and purchase agreement between a seller and potential buyer for a one-time delivery of 100,000 MT of fuel. It outlines the contract codes, date, companies and points of contact involved. The key terms include a price of $650 per MT, payment via wire transfer within 3-5 days of inspection, and title transferring to the buyer upon full payment. The document also provides standard specifications for the fuel and banking details for funds transfer.
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100% found this document useful (1 vote)
2K views7 pages

SPA Draft

This document summarizes a sales and purchase agreement between a seller and potential buyer for a one-time delivery of 100,000 MT of fuel. It outlines the contract codes, date, companies and points of contact involved. The key terms include a price of $650 per MT, payment via wire transfer within 3-5 days of inspection, and title transferring to the buyer upon full payment. The document also provides standard specifications for the fuel and banking details for funds transfer.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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REFERENCE №: ………………

SELLER CONTRACT CODE: ………..

BUYER CONTRACT CODE: ….

SELLER CODE: ........

DATE OF ISSUE: 12th JANUARY 2023

BUYER COMPANY NAME: ____________________________

ATTN: ___________________________________________

TITLE: ___________________________

VIA: ….. Petrochemical Co Ltd / Mrs.

SALES AND PURCHASE AGREEMENT FOR INITIAL SPOT SALE

This addendum is made today 12th JANUARY 2023, between ………. COMPANY LIMITED (Seller) and
__________________ (Potential Buyer) and as per the Sales and Purchase Agreement contract for one-
time delivery of EN590-10PPM reference to BUYER CONTRACT CODE: ……….

We the Management Board of ………….. COMPANY LIMITED herein, referred to as the Seller, hereby
affirm that due to our initial Client's inability to meet the payment terms as per the Sales and Purchase
Agreement contract signed with them for one-time delivery of 100,000 MT±. We hereby initiate a
replacement of the previous failed Contract, with now one-time SPOT delivery of 100,000 MT± with
possible optional rolls and extensions for 50,000MT to 300,000MT x 12 months’ supply contract with the
new potential buyer _____________________.

We, PASIKA PETROLEUM CORPORATION COMPANY LIMITED hereby confirm with full corporate
authority and responsibility that _______________ is now acting as the Buyer, BUYER CONTRACT CODE:
………………… for the Sales and Purchase of 100,000 MT± of EN590-10PPM (with optional rolls and
extensions for 50,000MT to 300,000MT x 12 months’ supply contract) which is currently on board the
Seller’s Chartered Tanker Vessel. The Seller shall provide the Buyer with the following partial proof of
product documents which were issued in the name of the initial buyer for the verification of the product
availability via email.

The discharge port will be FUJAIRAH PORT, UAE.


The inspection at the loading port remains the Standard Quality and Quantity Analysis Report with the
Dip-Test Authorization while the inspection at the discharge port will be performed by SGS or CIQ at the
expense of the potential Buyer.

The payment terms remain TT/ MT103 and the price remains USD650 PER MT.

The Potential Buyer hereby agrees and understands that the title to the Vessel and the cargo on board
the Vessel remains with the Seller until 100% cargo value has been made by the Buyer within 3-5 days of
the SGS/CIQ test inspection report of the discharged fuel at the Buyer’s discharge Port. Once this
payment has been made, the title and ownership are then transferred to the Buyer.

The Seller shall hand over to the Buyer through the vessel captain, the Authorization to Board the Vessel
(ATB) along with the Authorization for a Dip-Test (DTA) upon the arrival of the vessel at the discharge
terminal. Seller shall also provide the Buyer with copies of the re-issued shipping documents, with one
set of documents sent to the Buyer’s Bank on a bank-to-bank basis, in the Buyer’s company name with
the tracking information immediately.

TITLE TAKEOVER PROCEDURE:

1. Seller issues original Sales and Purchase (SPA) contract for 100,000 MT of EN590-10PPM for
both parties to sign, Buyer signs, complete with full banking coordinates, copy of the company
registration certificate and coloured copy of the buyer’s passport.

2. The Seller after completing due diligence of the SPA countersigns, complete with full banking
coordinates, return it to the buyer in PDF and issues the IMFPA to the intermediaries. Within 2 working
days of receipt of the SPA by the Buyer, the Buyer’s bank issues the BG (Surety payment certificate)/ DLC
MT700/SBLC/BG MT760 Pre-advice (by MT799 or MT199), showing the buyer’s financial capability and
readiness to purchase the cargo to the seller’s nominated bank account.

3. Upon confirmation of the DLC MT700/SBLC/BG MT760 Pre-advice, Seller issues POP documents
which were issued in the initial Buyer company name as listed below.

a. Sanitized Certificate of Origin in the name of the previous Buyer.

b. Product quality passport (Analysis test Report) By Standard Specification.

c. Sanitized Bill of Lading in the name of the previous Buyer name.

d. Freight Cargo Manifest.


e. NOR.

f. Vessel Q88.

g. Vessel ETA.

h. Sanitized SGS on board vessel Quality and Quantity Report.

i. Ullage Report.

4. Within 2 working days of the Buyer’s receipt of the above POP documents, the Buyer’s bank
issues BG (Surety payment certificate)/ DLC MT700/SBLC/BG MT760 to the Seller’s nominated bank
account.

Payment instruments have to be non-transferable, non-divisible, non-assignable, unconditioned

5. Upon the seller’s partner refinery confirmation of the Buyer’s bank DLC MT700/SBLC/BG
MT760, the Seller transfer’s the title to the potential Buyer’s company’s name, sends via Bank-to-Bank
and copies also sends to the Buyer, and re-route the vessel to buyer’s destination port/terminal and
issue ATB to enable Buyer board the vessel and DTA Dip Test Authorization effective from the vessel
ETA.

6. Vessel arrives at the discharge port and the buyer carries out the CIQ/SGS inspection upon a
successful inspection, the Buyer makes 25% of the payment in advance through TT/MT103.

7. After the fuel is fully discharged into the tanks, the remaining 75% of the payment will be made
through TT/MT103.

8. Seller will release payments to the intermediaries involved within 48 hours of receiving the payment

For the product from the Buyer’s bank.

9. The buyer hereby confirms with full corporate authority and legal responsibility to not to

circumvent ……… and their partners, nor disclose any of these documents to third parties except to the
sender (………… Petrochemical Co Ltd.) of this document

This Sales and Purchase Agreement will be signed and endorsed by the Seller's banks which are currently
in possession of the previous failed Sales and Purchase Agreement Contract as proof of the acceptance
of the terms while it will also be notarized by a notary public in the ………. COUNTRY.

THE REMAINDER OF THE PAGE WAS INTENTIONALLY LEFT BLANK


STANDARD EN590-10PPM (ULSD) SPECIFICATION

Property Method Unit Guarantee Limits


Density 15°C kg/m3 820 –
845
Polycyclic aromatic hydrocarbons EN 12916 wt% 8 Max
Flash Point EN 2719 °C >55
Cold filter plugging point CFPP EN 116 °C
Winter grade -15 Max
Summer grade 5 Max
Distillation EN ISO 3405 Min
Recovered at 250°C vol% 65 Max
Recovered at 350°C vol% 85
95% (vol/vol) Recovered at °C 360 Max
Sulphur EN ISO 20846 mg/kg 10 Max
EN ISO 20884
Carbon Residue (on 10% residue) EN ISO 10370 wt% 0.30 Max
Viscosity at 40°C EN ISO 3104 cst 2.0 – 4.5
Copper strip corrosion (3h at 50°C) EN ISO 2160 rating No. 1 Max
Fatty acid methyl esters (FAME) EN 14078 vol% 7.0 Max
content
Cetane number EN ISO 5161 51 Min
EN 15195
Cetane Index EN ISO 4264 calculated 46 Min
Water EN ISO 12937 mg/kg 200 Max
Particulate matter EN 12662 mg/kg 24 Max
Oxidation stability EN ISO 12205 g/m3 25 Max
EN 15751 h 20 Min
Lubricity (wsd 1.4) at 60°C EN ISO um 450 Max
12156/1
SELLER COMPANY DETAILS:

COMPANY NAME ……………… COMPANY LIMITED

COMPANY ADDRESS …………

COMPANY NUMBER ……………

REPRESENTED BY …………..

NATIONALITY ……………..

TITLE MANAGING DIRECTOR

EMAIL

SELLER’S BANK COORDINATES TO RECEIVE BG / DLC MT700/SBLC/BG MT760 AND TT/MT103:

BANK NAME: ……………………

BANK ADDRESS:

ACCOUNT NAME:

ACCOUNT NUMBER:

SWIFT CODE:

BANK OFFICER:

BANK OFFICER E-MAIL:

TEL/FAX:

BUYER’S COMPANY DETAILS:

COMPANY NAME

COMPANY ADDRESS

COMPANY NUMBER

REPRESENTED BY

NATIONALITY

TITLE

TELEPHONE

EMAIL
BUYER’S BANKING COORDINATES TO ISSUE BG / DLC MT700/SBLC/BG MT760 AND TT/MT103:

BANK NAME

BANK ADDRESS

ACCOUNT NAME

ACCOUNT NUMBER

BANK SWIFT CODE

BANK OFFICER

TELEPHONE

BANK OFFICER E-MAIL

THIS ADDENDUM IS SIGNED BY THE PARTIES ENDORSEMENTS

END SELLER END BUYER

For the Management of

……………. Corporation Company Limited

Mr. …………..

Managing Director

Date: xxxx Jan 2023


For the Management of

Date: 12th January 2023

THIS SPOT CARGO IS BASED ON A FIRST-COME-FIRST-SERVED BASIS. A COPY OF SWIFT DLC MT700 /
SBLC / BG MT760 PRE-ADVICE IS TO BE PROVIDED BY THE BUYER IMMEDIATELY AFTER ISSUING. THIS IS
FOR TRACING PURPOSES ONLY. IF THE BUYER DELAY ISSUING THE BANK INSTRUMENT. THE SELLER HAS
THE RIGHT TO SELL THIS SPOT CARGO TO A NEW BUYER.

COPY OF BUYER’S COMPANY REGISTRATION CERTIFICATE

BUYER PASSPORT COPY

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