05.08.2024 Draft 15.04.2024 70.000.000 BBL X 60 Month Jet Fuel A1 Sales and Purchase Agreement Jet A1 Si̇erra Turks
05.08.2024 Draft 15.04.2024 70.000.000 BBL X 60 Month Jet Fuel A1 Sales and Purchase Agreement Jet A1 Si̇erra Turks
SPA-HE1MU3FG
This Agreement, made as of the 15nd day of APRİL 2024 by and between: THE SELLER:
COMPANY NAME
COMPANY ADDRESS
COMPANY REGISTRATION
REPRESENTED BY
NATIONALITY
TITLE
TELEPHONE/FAX
EMAIL
“SELLER”
AND THE BUYER:
COMPANY NAME                   SIERRATURKS GLOBAL TRADING VE İNŞAAT SANAYİ TİCARET LİMİTED ŞİRKETİ
COMPANY ADDRESS                19 MAYIS MAH. HALASKARGAZİ CAD. ÇİFTKURT PLAZA NO.226/24
COMPANY REGISTRATION            291569-5
REPRESENTED BY                  Dr. Şeref TUFAN
NATIONALITY                     Turkey
TITLE                           Business Owner / Ceo
TELEPHONE/FAX                  + 90 532 287 52 35
EMAIL                          [email protected]    [email protected]
Whereas the parties mutually desire to execute this Contract which shall be bound upon and in accordance with the jurisdictional
law of the negotiated and fully executed contract.
DEFINITIONS
WHEREAS the parties mutually accept to refer to the General Terms and Definitions, as set out by the INCOTERMS
Edition 2010 with latest amendments, having the following terminology fully understood and accepted:
US METRIC TONS
Is the unit of volume measured at temperature of 60 degrees Fahrenheit and equal to 42 US MT.
MT - BBL
A measure of weight equivalent to one-thousand-kilogram mass (1.000 kg) or one thousand one hundred and eighty liters
volume (1,180 liters).
Commodity
Is referred to as being JET FUEL A1 NON EMBARGO ORIGIN as per ANNEX “A”, may elsewhere in this agreement also
be referred to as “Product” which Specifications are detailed in the ANNEX “A”, which is an integral part of the Contract.
ORIGIN        : Kazakhistan / Qatar / Oman / Turkmenistan / Poland ( Non Rusian )
DAY           : MEANS A CALENDAR DAY, UNLESS DIFFERENTLY SPECIFIED.
BANKING DAY : MEANS ANY DAY BANKS ARE OPEN FOR BUSINESS IN THE UNITED STATES.
    A. Platt’s fails to announce or publish information necessary for determining the price index;
    B. The failure of trading to commence or permanent discontinuation or material suspension of trading in the
       relevant commodity or market acting as the price index;
    C. The temporary or permanent or discontinuance or unavailability of the price index;
    D. The temporary or permanent closing of any exchange acting as the price index; or
    E. A material changes in the formula for or the method of determining the price index.
CLAUSE 2 – COMMODITY:
 2.1 JET FUEL A1, as per ANNEX “1”, and having the contractual minimum guaranteed specifications as per the non
             embargo “GOST” official standard herewith attached as an integral part of this contract.
CLAUSE 3 – QUANTITY:
     3.1 The total contractual quantity of the commodity sold and purchased under this contract is 4.200.000.000
     BBL. with an immediate trial order of 70,000,000 BBL. +/-5%
CLAUSE 4 – DELIVERY:
 4.1 Delivery Terms: 60 months x 70.000,000 BBL. JET FUEL A1,-+5% tolerance, Initial trial order origin
 NON EMBARGO, Contract CIF ASWP and any other ports.
 4.2 The date of cargo assessment, as reported in the Bill of Lading, is considered as the date of Purchase /delivery.
 4.3 First vessel – minimum Quantity 70.000,000 BBL. It can be shipped in 7-10 banking days after Buyer’s 2 days
 tank extension payment deposit is confirmed by Seller/Seller’s bank. Date of delivery is the date of Bill of Lading.
CLAUSE 5 -TERMS:
5.1 Contract purchase 4.200.000.000 BBL -/+5 % tolerance, CIF ASWP under INCOTERM 2010 with latest edition.
CLAUSE 6 - PRICE:
 6.1 Price Fixed USD In the first year, US $ 70 per CIF Price BBL. will be gross per gross, the second year, US $ 73 per
 CIF Price BBL, Three, four, five years, USD $ 75 per CIF Price BBL. will be gross. It will not change.
The Buyer undertakes to nominate a delivery port(s) CIF ASWP
Both Parties agree to set the price by using the above Unit price, the price is CIF ASWP
Seller and Buyer note that present contract came into existence with the help of intermediates, so commission must be
paid. All the Commission will be paid by Seller by a separate contract, which is indispensable part of the main contract
acc. to ICC 500,600.
Commissions will be paid by the Seller to the individual paymasters.
The Master Fee Protection Agreements are an integral part of the Agreement.
CLAUSE 7 - PAYMENT:
7.1 In USD, 2 days tank extension payment deposit in Seller's bank before product is loaded at loading port. 7.2 Total
payment deposit to cover total amount in U.S. Dollars corresponding to the Purchase of 70.000.000 BBL. JET FUEL A1, -
is to be paid after SGS inspection by the buyer at discharge port.
 7.3 All banking charges of all kind shall be paid the parties in their own bank.
 1. TheBuyer issues an irrevocable Corporate Purchase Order (ICPO) together with the Company
 Registration Certificate and a copy of the Buyer's
2. international passport.
 3. Seller
        prepares a Draft Sales and Purchase Agreement (SPA) Contract for final approval by both parties. (36
 months old ) The seller provides the following documents to the buyer:
(a) Supply Approval/Commitment Letter
(b) Tank Receipt
(c) Certificate of Origin of the Product
(d) Product Availability Declaration
(e) Product Passport
 4. Aftersuccessful verification of the above documents, the buyer requests proof of fuel availability in the seller's
 tanks before agreeing to tank expansion.
 The seller must provide the following documents to the buyer as a proof of fuel in tanks :
(a) Current SGS report showing the amount of fuel in the tanks.
(b) Product sample analysis report from an accredited laboratory confirming the presence of fuel.
(c) Other mutually agreed upon documentation providing sufficient evidence of fuel in tanks.
* If the seller cannot provide satisfactory evidence of fuel availability, no tank extension payment will be made and
the transaction will be deemed invalid. The buyer will not incur any costs associated with the expansion of the tank.
* If the seller provides satisfactory evidence of fuel availability, the buyer agrees to pay the 2-day tank extension
payment within 48 hours on the same date as the fuel bill each month for 36 months. This regulation will be stated in
the SPA. The buyer will not be required to make any payment until the updated bottom test reports are completed at
the discharge port of the fuel. No hidden fees or mandatory fees will be charged and no TSR (Tank Storage Receipt)
will be issued. This 2-day tank extension allows the seller to begin injecting the product onto a vessel for shipment to
the buyer's designated port. The buyer agrees to pay the 2-day tank extension payment every month for 36 months on
the same date as the fuel invoice. This regulation will be stated in the SPA. The buyer will not be required to make any
payment until the updated bottom test reports are completed at the discharge port of the fuel. No hidden fees or
mandatory fees will be charged and no TSR (Tank Storage Receipt) will be issued.
5. After successful confirmation, the seller begins to load the products into the tank or ship specified by the buyer and
the shipment begins. The seller sends all Proof of Item (POP) documentation to the buyer, including:(a) Copy of
Export License Issued by the Department of the Ministry of Energy(b) Copy of the Export Approval Certificate Issued
by the Department of the Ministry of Justice
(c) Copy of Product Availability Notification(d) Copy of the Refinery Commitment for the Production of the
Product(e) Copy of the Contract for Transportation of the Product to the Port(f) Copy of Port Storage Agreement(g)
Immersion Test Authorization(h) Tank Receipt(j) SGS ReportThe seller also confirms the Non-Cheating, Non-
Disclosure Agreement (NCNDA) / International Master Fee Protection Agreement (IMFPA) signed by all parties
and submits it to the relevant banks.
       7. After successful confirmation of the buyer's payment to the bank account indicated by the seller, the seller pays the
       intermediary commissions within 72 hours after receiving the buyer's payment for the product.
       8.36-month conditions will not change and if the contract is cancelled, the seller or buyer will pay the aggrieved
       party total compensation equal to the contract price.
       • Note:In order for the sellers, buyers and intermediaries to feel safe in this transaction, the Spa contract is concluded
       by theseller's NOTARY or the buyer's Notary in accordance with the applicable INTERNATIONAL TRADE LAW.
      9.2        Quantity and quality assessments, conducted by the appointed International Survey Company, shall be in accordance
                 with methods and procedures usually used in the oil industry practice, and however, always, shall strictly comply
                 with the revised ASTM International Standards and Procedures applicable at the date of inspection.
      9.3        For converting volumes, from observed to standard temperature, and volume measures to weight, ASTM tables,
                 latest revised edition, must be used.
      9.4        Results of the Surveyor’s assessment at the unloading terminal, absent fraud or manifest error, shall be final and
                 binding on the Parties.
      9.5        The quantity and quality of each shipment of oil shall be assessed by the Surveyor at the loading port on completion of
                 each loading operation based on shore and ship figures, or as otherwise stipulated by Clause 3 of this contract. This
                 assessed quantity will be used for computing the amount to be paid to the Seller, applying the price as per clause 6.1
                 of this contract. The formula to compute the value of each single batch is as follows:
                 BV=P x Q Where:
                 BV:       denotes the value of the full contract batch
                 Q:        denotes the quantity in Barrels of the single batch
                  P:       denotes the price as per clause 6.1 above
9.6              In the event of there being an inaccuracy with devices used to measure the Quantity and Quality received at the
                 loading port (failure of flow meters, meter banks and/or other devices) then, manual shore tank measurement shall be
                 applied. Should the Surveyor’s report that the above is the case, and in his opinion the shore tanks are ship figures:
                 TCV (Total Calculated Volume), applied a valid V.E.F. (Vessel Experience Factor), shall be used to compute the
                 delivered quantity of the current batch and the allowable loss on every shipment caused by the above said case is not
                 more than 0.5% from the total quantity of every shipment.
  9.7            At its own expense, each Party to this contract may have a representative present to witness all measurements and tests
                 while Party holds title to the goods.
9.8.1    During loading of the tanker arbitration samples are to be taken from the auto sampler or flow meter. Sampling should
         be performed according to standard procedures currently accepted at the port of loading. Samples thus taken shall be
         thoroughly mixed, put into labeled bottles and sealed. Similarly, for pipelines, samples shall be taken before loaded into
         the pipelines, and surveyor/inspector shall take samples once product is being loaded into Buyer’s storage/vessel.
9.8.2    One part of samples filled into properly labeled bottles and sealed by Seller or its appointed representative is to be
         placed on board the tanker under the care of the captain for delivery to the Buyer or its appointed representative at
         the unloading terminal.
9.8.3    The samples taken shall be considered as the only samples for arbitration. If loading was made under the observance
         of the Surveyor, samples taken by the Surveyor shall be considered as arbitration samples.
9.8.4    Both parties shall keep these samples for the duration of this Contract, and, in case of claims, until moment
         of settlement or complete resolution.
CLAUSE 10 – PENALTY:
10.1     Buyer has the option to receive payment from the Seller, in the event Seller does not perform as per this contract.
         The maximum claim of 2% of the total value of the cargo will be collected by the Buyer in case Seller does not
         provide verifiable documents to the Buyer as full POP.
10.2
         Seller has the right to demand 2% of penalty if Buyer fail to send acceptable 2days tank extension payment
         confirmation. Buyer must pay 2% of total contract value in that case in 3 banking days. All payments will be made at
         the same time with the payment date of the fuel invoice.
10.3     BREACH: If any party breaches the obligations given to it by this agreement, it shall be entitled without prejudice
         to the other parties. It may consider such failure as a breach of this contract or unilaterally suspend its obligations.
         In both cases, until the malfunction is corrected, it may compensate for the losses and damages caused by the non-
         compliance in question. Causative. In case of breach of contract, a penalty of USD TOTAL CONTRACT PRICE
         will be imposed on both parties. Payment was not made and the order was not delivered.
CLAUSE 11 - INSURANCE:
10.3 The Seller’s Product is covered under Seller’s Insurance Policy, which covers all risks of loss or damage to said cargo,
        including war, hijacking, explosion etc. from the time the cargo has passed the refinery’s pipeline center until arrival to
        the Discharge (Loading) Port, and covers all product in Seller’s storage tanks, refineries, and pipeline transportation.
CLAUSE 12 - CLAIMS:
12.1     Any claims that either party may have, due to an occurrence, must be submitted in writing to the other party within
         a period of 8 (eight) days from the date of that occurrence.
12.2     In the event that the quality of any one of the batches fails to comply with the contractual specifications, then the
         Buyer shall have the option to accept the said batch at a lower price being negotiate and accepted by the Buyer.
12.3     If within eight (8) calendar days from date of Purchase, if the Buyer fails to inform the Seller confirming the
         non- compliance, then the commodity is considered accepted by the Buyer, and the Seller will accept no claim.
CLAUSE 20 – GENERAL:
20.1     This Contract 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 Contract.
20.2     This Contract may be executed simultaneously in 2 (Two) or more counterparts, each of which shall be deemed to be
         an original.
20.3     The article and other headings in this Contract are for convenience only and shall not be interpreted in any way to
         limit or change the subject matter of this Contract.
20.4     All signed appendices, annexes and supplements shall constitute an integral part of the present Contract.
20.5     Time is of the essence with respect to all aspects of each Party’s performance of all obligations under this Contract.
20.6     Conditions that have not been specified in the present Contract shall be governed by INCOTERMS 2010 and
         subsequent amendments related to CIF. Basis at Discharge Ports.
20.7     EDT (Electronic Document Transmission) shall be deemed valid and enforceable in respect of the provision of this
Contract. Either Party shall be entitled to request and receive a hard copy of any previously submitted electronically
transmitted document.
20.8     Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.
20.9     The verbiage Text of the BG, mutually agreed upon by both parties, shall OVERRIDE any contradictions in this
         contract and a draft copy of which shall be entered as a Supplementary Schedule as an integral part of this contract.
   BREACH: If any party breaches the obligations given to it by this agreement, it shall be entitled without prejudice to
   the other parties. It may consider such failure as a breach of this contract or unilaterally suspend its obligations.
   In both cases, until the malfunction is corrected, it may compensate for the losses and damages caused by the non-
   compliance in question. Causative. In case of breach of contract, a penalty of USD TOTAL CONTRACT PRICE will
   be imposed on both parties. Payment was not made and the order was not delivered.
                                  SELLER          :
REPRESENTED BY                    Mr. XXXX
TITLE                             Director General/ CEO//FOUNDER
STAMP/SIGNATURE
COMPANY NAME
BANK ADDRESS 19 Mayıs Mahallesi, Halaskargazi Caddesi. No: 200, PK 34363 Şişli / İstanbul / Türkiye
ACCOUNT NAME              SIERRATURKS GLOBAL TRADING VE İNŞAAT SANAYİ TİCARET LİMİTED ŞİRKETİ
ACCOUNT NUMBER             TR 38 0004 6000 5400 1000 3377 99
BANK OFFICER
TETELEPHONE
BANK NAME
BANK ADDRESS
ACCOUNT NO
COM ADDRESS
SWIFT CODE
IBAN NO
ACCOUNT NAME
Bank officer
Bank Telephone
Note: Seller and Buyer reserves the right to change banking coordinates with an addendum to reflect the changes.
By signing this contract agreement in the places provided herein below, the seller and the buyer agree to be bound by provisions
hereof.
The present Contract comes into force upon its signing by the Parties and is valid from the date of SELLER’S
ENDORSEMENT OF THIS CONTRACT till the moment of complete fulfillment of deliveries and payments which are
compulsory for both Parties IN WITNESS WHERE OF, the parties have executed this agreement as and for, 15 nd Day of
APRİL 2024; The parties must fulfill the contract, as active financial instrument must to be operative in maximum 5 days from
the date of sign and seal.
SIGN/SEAL/
   Delivery Schedules for the 365-Day Contract Period shall be Pre-Advised and shall be entered herein as a
   supplementary delivery schedule for ANNEX “C” and shall be an integral part of this contract.
E D T shall be deemed valid and enforceable in respect of any provisions of this Agreement.
As applicable, this Agreement shall be:
1   Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or
    such otherapplicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2   ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
    Nations Centrefor Trade Facilitation and Electronic Business (UN/CEFACT).
3   EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may
    request hard copy of any document that has been previously transmitted by electronic means provided however, that any
    such requestshall in no manner delay the Parties from performing their respective obligations and duties under EDT
    instruments.
BUYER :
E D T shall be deeıned valicl aııd eııforceable iıı respect of aııy provisioııs of this Agreeıneııt.
As applicable, this Agreeıneııt shall be:
1   Incoıporate U.S. Public Law 106-229, "Electroııic Sigııatures in Global ancl National Commerce Act" or such otlıer
    applicable law coııfonning to the UNCITRAL Model Law on Electroııic Signatures (2001) ancl
2   ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geııeva, May 2000) acloptecl by the Unitecl Nations Ceııtre
    for Tracle Facilitation ancl Electroııic Business (UN/CEFACT).
3   EDT clocumeııts shall be subject to Europeaıı Comınunity Directive No. 95/46/EEC, as applicable. Either Party may request
    harcl copy of any clocument that has beeıı previously traıısınittecl by electroııic ıneans proviclecl however, that any suclı request
    shall in no manııer clelay the Parties from peıformiııg tlıeir respective obligatioııs ancl cluties uııcler EDT iııstrumeııts.
SELLER: