SALES AND PURCHASE AGREEMENT
RUSSIAN MAZUT M100 GOST 10585 - 75

Delivery terms: CIF CHINA MAIN PORT.
Quantity: 500,000 MT x 12 Months – Six Million MT Contract
Price basis:  US$

DRAFT CONTRACT
SALE AND PURCHASE OF RUSSIAN ORIGIN MAZUT M100

This Agreement is made on this 23RD   day of MARCH, 2011 and entered into by and between:

(Hereinafter referred to as “Seller”)
COMPANY	PREMIER PETROCHEMICAL TRADING
LEGAL ADDRESS
CITY
COUNTRY
EMAIL
TELEPHONE
E/FAX
REPRESENTED BY
TITLE
COUNTRY




(Hereinafter referred to as “Buyer”)
COMPANY
LEGAL ADDRESS
CITY
COUNTRY
TEL
E/mail
REPRESENTED BY
TITLE
EMAIL
COUNTRY

CLAUSE 1 - SCOPE OF THE CONTRACT
1.1	The buyer has agreed to buy on CIF CHINA basis, a Quantity of 500,000 MT (Five Hundred Thousands Metric Ton) per Months, consecutive supply for Twelve (12) Months of RUSSIAN MAZUT M100 GOST 10585-75.

CLAUSE 2 – QUALITY
2.1 	The Seller guarantees that the quality of the product sold will conform to the guaranteed specifications as reported in (APPENDIX A), which constitutes as integral part of this agreement.

CLAUSE 3 – AVAILABILITY
3.1 	The commodity shall be available at Shipment Schedule.

CLAUSE 4 – TERMS
4.1 	The duration of this contract is for CIF Contract.


CLAUSE 5 – PORT OF LOADING
5.1 	C.I.F. Vladivostok.

CLAUSE 6 – DESTINATION
6.1      C.I.F. CHINA MAIN PORT.

CLAUSE 7 – PAYMENT
7.1     The payment by Conditional MT103/23, SBLC or BG MT760 and T/T.

CLAUSE 8 – DELIVERY/SHIPMENT
8.1 	To Be AScheduled

CLAUSE 9 PROCEDURES:
1.	Buyer issues an ICPO, LOI with right to soft probe, alongside with the NCNDA-MFPA for all the parties involved.

2.	Supplier countersign and verify all Documentations before issuing the FULL CORPORATE OFFER.

3.	Buyer signs and returns FULL CORPORATE OFFER.

4.	Supplier issues draft contract initials on every page, signs and seals and send it to the Buyer for Buyer’s signature and seal (with amendments if any).

5.	Buyer counters sign and seals the draft contract and sends via email to the Supplier.

6.	Supplier sends the Final Approved Contract to the Buyer via E-mail. The Buyer issues an Official Letter of Acceptance to Supplier.

7.	Supplier sends copies of the following Partial proof of product documents to the buyer:
a.	Affidavit
b.	Commitment to produce the product
c.	Certificate of incorporation
d.	Confirmation letter from the ministry of justice

8.	Upon Confirmation of the Partial Proof of Product Documents, the Buyer issues SBLC or BG MT760 of Total Value Charge for the first month delivery as POF.

9.	Upon Confirmation of the Proof of Fund (POF) from the Buyer’s Bank, Supplier shall send three (3) original hard copies of the Contract and the Confirmation of POP (Proof of Product) to the Buyer via courier service.

10.	Upon confirmation of the receipt of the Original Hard Copy Contract by the Buyer, Supplier sends the Proof of Product (POP) to Buyer, providing the following documents as POP (Proof Of products):
a.	Copy of license to export, issued by the department of the ministry of energy.
b.	Copy of approval to export, issued by the department of the ministry of justice.
c.	Copy of statement of availability of the product.
d.	Copy of the Refinery commitment to produce the product.
e.	Copy of the contract to transport the product to the loading port.
f.	Refinery Certificate of Product
g.	Copy of the port storage agreement
h.	Copy of the charter party agreement(s) to transport the product to discharge port.
i.	SGS report of the product available for lifting immediately
j.	Tanks Receipts of the product available for lifting immediately (or Bill of Lading)

11.	Supplier’s Bank will issue an Operative 2% performance bond (PB) to Buyer’s bank. The 2% PB will be placed in Buyer’s Bank account, should the Supplier fails to supply the cargo of the products, this 2% PB will be paid to the Buyer and intermediaries accordingly as compensation.

12.	Within 11 (eleven) working days Supplier will send Buyer invitation to Russia (Moscow) to view the allocation.

13.	Delivery commences as per contract and the shipment should arrive at Buyer’s discharge port within 25-30 days after the receipt of the BG or SBLC MT760. The Buyer issues direct payment to Supplier for each Delivery, within Seven Banking Days after reception of the Goods CIF ASWP.

CLAUSE 10 – DESTINATION PORT CONFIRMATION
10.1 	Look the APPENDIX D

CLAUSE 11 – INSURANCE  :
11.1	INSURANCE: PREMIER PETROCHEMICAL TRADING will provide insurance coverage 110% of value of contract; and will require POF-BG MT760 (Verbiage – Appendix C) from buyer’s bank before running the cost procuring buyer’s order.

CLAUSE 12 – PRICE
12.1	Contract Price is C.I.F CHINA PORT, US$

CLAUSE 13 – SANCTIONS (NON PERFORMANCE)
13.1 	Should either Party fail to comply with any of their obligations to the other Party related to This Contract, then the contract becomes null and void.

CLAUSE 14- INSPECTION
14.1	The quality and the weight of the products shall be ascertained and certified by SGS at loading port at Seller’s cost and at the tank farm at the Buyer’s cost. Seller to make arrangements at the tank farm for Buyer’s inspectors to re-inspect product before payment.

CLAUSE 15- APPLICABLE LAW
15.1	The English (UK) Law shall govern all matters relating to the validity, interpretation or performance of this contract.

CLAUSE 16 – ABRITRATION
16.1 	All disputes arising in connection with the present contract shall be settled in an amicable way firstly. Should no agreement be reached by the parties, then the case shall brought for final settlement under the rules of conciliation and arbitration of the international Chamber of commerce in London by one or more arbitrators in accordance with the said rules.

16.2 	Each party shall appoint one arbitrator, nothing in the agreement shall be constructed to prevent any court having jurisdiction from issuing injunctions, attachment orders or order for other similar relief in aid of any arbitration commenced (or to be commenced) pursuant to the Section. Judgment upon the award rendered by the Arbitrator(s) could be entered in the Court having jurisdiction hereof.

16.3 	Neither party shall fail to comply in a timely way with the obligations of this part to be performed in a pursuance to this contract although a dispute has arisen and proceeded to arbitration.

16.4 	Findings as assessed by the designated third Arbitrator, without any possibility of recourse, will be final and binding on both parties.


CLAUSE 17 –CONFIDENTIAL, NON DISCLOSURE AND NON CIRCUMVENTION
17.1 	All parties related to this contract accept and agree to the internationally accepted provisions for non-circumvention and non-disclosure with regard to all and every one of the parties involved in this transaction and contract, and any additions, renewals and third party assignments, with full reciprocationfor a period of Five (5) years of the execution of this contract.

CLAUSE 18 – FORCE MAJEURE
18.1	Neither party to this agreement shall be responsible for breach of contract cause 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 international provisions of Force Majeure and hardships published by the International Chamber of Commerce.

CLAUSE 19 – DECLARATION
19.1 	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 duly authorized to enter into and bind each representative company to the contract.





















LEGAL ADDRESS OF THE PARTIES:
SELLER:
COMPANY	PREMIER PETROCHEMICAL TRADING
LEGAL ADDRESS
CITY
COUNTRY
EMAIL
TELEPHONE
E/FAX
REPRESENTED BY
TITLE
COUNTRY

BUYER:
COMPANY
LEGAL ADDRESS
CITY
COUNTRY
EMAIL
TELEPHONE
E/FAX
REPRESENTED BY
TITLE
COUNTRY




CLAUSE 22: BANKING COORDIBATES
22.1	SELLER’S BANKING DETAILS
BANK NAME:
A/C NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NO.:

22.2	BUYER’S BANKING DETAILS
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME
IN FAVOR OF ACC NO:.
A/C NUMBER:
BANK OFFICER:
TITLE
BANK OFFICER TEL:
TELEX:
SWIFT:

SELLER AND BUYER RESERVES THE RIGHT TO CHANGE OR ADD BANKS.
THERE IS NO CONTACT TO SELLER’S AND BUYER’S BANK WITHOUT WRITTEN OR VERBAL AUTHORISATION. ALSO THE BUYER IS A RE-SELLER AND RESERVE THE RIGHT UNDER THIS CONTRACT TO RESALE THE PRODUCT TO ANY COMPANY OF HIS CHOICE

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISSION OF THIS CONTRACT.




SIGNATURE PAGE

IN WITNESS WHERE OF, the parties have executed this agreement as and for, 23rd day of March, 2011. Agreed and Accepted:
THE BUYER:
 COMPANY NAME
SIGNATURE OF REPRESENTATI VE
NAME IN FULL
TITLE
PASSPORT NO.
DATE

THE SELLER:
COMPANY NAME	PREMIER PETROCHEMICAL TRADING
SIGNATURE OF REPRESENTATI VE
NAME IN FULL	MR. SERGEY IVANOV VLADIMOVICH
TITLE	VICE PRESIDENT ADMINISTRATION
DATE	23RD  / March / 2011







APPENDIX A:
GUARANTEED SPECIFICATION
RUSSIAN HEAVY FUEL OIL / MAZUT M100 GOST 105 - 85 - 75
Specification of Heavy Fuel Oil MAZUT M100
GOST 1O5 / 85 / 75
COMPONENT	RESULT
1.	Ash content, not more %	0,14
2. Mass fraction of sulphur, not more %
-_low —_sulphur —_residual_—_oil	≥1,15

3.	Temperature of the flash, not less °C in the Close crucible	≥65
In the open crucible °C	110 mm
4.	The temperature of solidification, not higher °C	25
5. Kinematics viscosity at 50°C	118 max
6.	Water content	0.5%
7. Mechanical impurities	Lower than 0.1%
8. Acidity	Lower than	5mg KOH/ lOOmI
9.	Alkalinity	nil
10.	Gross Calorific Value Kcal/kg / KJ/kg	Min9200/41 300
11. Density at 15.0 deg. C Kg/I	0.890-0.9200
12. Hydrogen Sulfide Content (H25) ppm	0.5	max
13.	Carbon Residua	Lower than 7%
14.	Vanadium (V) ppm	23 max
15.	Aluminium (Al) ppm	5
16.	Silikon (Si) ppm	12
17. Nickel (Ni) ppm	49
18.	Asphaltenes m/m	3.6%
19. Destilation @4 mm Hg
Extracted_to_760_mm_Hg
Initial Boiling Point deg. C	216
5% recovered deg. C	259
10% recovered deg. C	310
20% recovered deg. C	358
30% recovered deg. C	445
40% recovered deg. C	502
50% recovered deg. C	534
60% recovered deg. C	538
75% recovered deg. C	545
80% recovered deg. C	-
90% recovered deg. C	-
Final Boiling point deg. C	550
Percent Recovered vol	78%
Residue vol	22%
Total Nitrogen m/m	0.192%
Sodium (Na) ppm	15
	Pantone 497
	<=1.6
























APPENDIX B
SPECIMEN TEXT OF CONDITIONAL SWIFT VERBIAGE S.W.I.F.T. FORMAT
MTT03/FIELD 23
TO			:

BANK NAME		:
BANK ADDRESS	:
ACCOUNT HOLDER	:
ACCOUNT NO. 	:
BANK OFFICER	:
SWIFT CODE		:
PHONE NUMBER	:
FAX NUMBER		:

FROM			:

BANK NAME		:
BANK ADDRESS	:
ACCOUNT HOLDER 	:
ACCOUNT NO.	:
SWIFT CODE		:
BANK OFFICER	:
 PHONE NUMBER 	:
FAX NUMBER 	:

BY THE ORDER OF	:
CONTRACT CODE	:
 BUYER’S CODE	:
SELLER’S CODE	:

WE, (ISSUING BANK), ON BEHALF OF OUR CLIENT, HEREBY PRESENT OUR IRREVOCABLE, ASSIGNABLE, TRANSFERABLE AND CALLABLE CASH-BACKED S.W.I.F.T WIRE TRANSFER MT103 / FIELD 23 CONDITIONAL IN YOUR FAVOR FOR THE ACCOUNT OF (      ) AND ACCOUNT NUMBER: (     ) FOR AN AMOUNT OF USD XXX,000,000 (THREE HUNDRED MILLION UNITED STATES DOLLARS) AS A CREDIT LINE FOR THE CONTRACT NUMBER (     ) WITH (    ).

WE HEREBY CONFIRM THAT THE FUNDS ARE GOOD, CLEAN AND CLEARED FUNDS OF NON-CRIMINAL ORIGIN AND ARE FROM A LEGAL SOURCE.
THIS IRREVOCABLE S.W.I.F.T. IS A BINDING FULLY PERFORMED DUE BILL AND IS IMMEDIATELY CALLABLE FOR CASH PAYMENT AGAINST THE (SELLER’S CERTIFIED INVOICE TO THE BENEFICIARY BANK) CONDITIONAL TO RECEIVE PAY ORDER ABLE WITHIN 30 DAYSOF CALL THIS S.W.I.F.T, FOR TOTAL AMOUNT OF USD..(%...for the amount of swift)…FOR THE BENEFIT OF:
(This Amount will be re-send to the name of whom is noted in the swift by provider)

NAME OF BENEFI	:……………….
NAME OF BANK   	:……………….
ACCOUNT NO.	:……………….
SWIFT CODE		:……………….

THIS CONDITIONAL, IRREVOCABLE, DIVISIBLE, ASSIGNABLE, TRANSFERABLE CALLABLE CASH-BACKED S.W.I.F.T WIRE TRANSFER IS VALID FOR 15 (FIFTEEN) BANKING DAYS FROM THE __ TH DAY OF ________, 2010 AND UNTIL THE __ TH DAY OF _______, 2010. 1700 CENTRAL EUROPEAN TIME

THIS IS AN OPERATIVE BANK INSTRUMENT AND IS SUBJECT TO THE UNIFORM COMMERCIAL CODE AS IT RELATES TO BANK CREDIT INSTRUMENTS

BENEFICIARY

FOR AND ON BEHALF OF :
NAME OF THE ISSUING BANK

BANK SEAL
_________________						________________
BANK OFFICER (1)						BANK OFFICER (2)
NAME:								NAME:
TITLE:								TITLE:











APPENDIX C
 (SAMPLE)
SPECIMEN TEXT OF MT760 BANK GUARANTEE VERBIAGE (ICC 458)

BANK GUARANTEE NUMBER:
TRANSACTION CODE:
CURRENCY AND AMOUNT: 	$XXX,000,000 USD
ISSUED AT:
ISSUE DATE:
MATURITY DATE:
BENEFICIARY:
ISSUING BANK:
BANK ADDRESS:

WE, ____________________, ___________________ WITH FULL BANK RESPONSIBILITY AND AUTHORITY HEREBY IRREVOCABLY AND UNCONDITIONALLY, WITHOUT PROTEST OR NOTIFICATION UNDERTAKE TO PAY AGAINST THIS BANK GUARANTEE №……… IN FAVOR BENEFICIARY OF COMPANY __________________________, ADDRESS ____________, AT MATURITY DATE ………… MONTHS) THE SUM USDXXX,000,000.00 (XXX US DOLLARS) UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT OUT BANK COUNTERS, OR OUR CORRESPONDING AND CONFIRMING BANK, BUT NOT EARLIER THAT 15 (FIFTEEN) DAYS AFTER THE MATURITY DATE. SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF, FREE, AND CLEAR OF ANY DEDUCTIONS, CHARGES, FEES OR WITHHOLDINGS OF ANY NATURE, PRESENTLY OR IN THE FUTURE IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT AND/OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.

THIS BANK GUARANTEE IS ASSIGNABLE, DIVISIBLE AND TRANSFERABLE WITHOUT ANY PRESENTATION OF IT TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEES. THIS BANK GUARANTEE IS GOVERNED BY THE UNIFORM CUSTOMS AND PRACTICES (UCP) FOR STANDBY LETTERS OF CREDIT AS SET FORTH BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, AND LATEST REVISION OF PUBLICATION NO. 458/500/600 AS AMENDED.

THIS IS AN OPERATIVE INSTRUMENT AND NO MAIL CONFIRMATION WILL FOLLOW.

FOR AND BEHALF
FULL NAME AND ADDRESS OF THIS ISSUING BANK
AUTHORIZED BANK OFFICER AUTHORIZED BANK OFFICER
(NAME /TITLE) (NAME / TITLE)
BANK SEAL
 ADVICE THROUGH BANK
APPENDIX D
 (SAMPLE)
Text format of performance bond
MAZUT M100 GOST 10585 - 75
WE HAVE BEEN INFORMED THAT OUR CUSTOMER___________________________________________ HEREINAFTER CALLED THE SELLER AND YOUR CLIENT ____________________________________________ HEREINAFTER CALLED THE BUYER HAVE ENTERED INTO A CONTRACT NO. / PURCHASE ORDER NO. ______________ ON SALES AND PURCHASE CONTRACT FOR MAZUT M100 GOST 10585 - 75 IN THE TOTAL VALUE OF USD (THE CONTRACT).
WE ALSO UNDERSTAND THAT IT HAS BEEN AGREED BETWEEN YOU AND THE SELLER THAT THE LATER HAS TO PROVIDE A BANK GUARANTEE IN FAVOR OF ____________________________________________________ , AMOUNTING TO 2% OF THE TOTAL DLC VALUE I.E. USD COVER DUE FULFILLMENT OF HIS OBLIGATIONS RESULTING FROM THE ABOVE CONTRACT.
IN CONSIDERATION OF THE AFORESAID, WE _______________________________________________ HEREBY IRREVOCABLY UNDERTAKE TO PAY _____________________________________________________ WITHOUT DELAY ANY SUM OR TOTALITY SUMS UP TO THE MAXIMUM OF USD____________________________________________________________________________________________ (IN WORDS :) UPON RECEIPT OF YOUR FIRST DEMAND IN WRITING WHEREIN YOU DECLARE SIMULTANEOUSLY THAT THE CONTRACTOR / SELLER FAILED TO MEET HIS CONTRACTUAL OBLIGATIONS.
	OUR LIABILITY UNDER THIS GUARANTEE WILL EXPIRE UPON RECEIPT OF THE BUYER’S WRITTEN DECLARATION THAT THE CONTRACT / SELLER HAS FULFILLED ALL ITS OBLIGATIONS UNDER THE CONTRACT, BUT WHATSOEVER THE LATEST VALIDITY DATE OF THIS GUARANTEE IS NOT LATER THAN ________________________________________________________________________________
THIS GUARANTEE IS ISSUED IN ENGLISH. IN CASE OF INCONSISTENCY, THE ENGLISH TEXT SHALL PREVAIL.
THIS GUARANTEE IS NOT TRANSFERABLE AND IN THE BUYER’S FAVOR ONLY.





ANNEX “E”
DESTINATION PORT CONFIRMATION &
DELIVERY SCHEDULE

SHIPMENT NUMBER	FREQUENCY MONTH	QUANTITY IN MTS/SHIPMENT	C.I.F. DISCHARGING PORT	AGGREGATE QTY. IN MTS
PSC001	April 2011	500, 000	China Main Port	500, 000
PSC002	May 2011	500, 000	China Main Port	500, 000
PSC003	June 2011	500, 000	China Main Port	500, 000
PSC004	July 2011	500, 000	China Main Port	500, 000
PSC005	August 2011	500, 000	China Main Port	500, 000
PSC006	September 2011	500, 000	China Main Port	500, 000
PSC007	October 2011	500, 000	China Main Port	500, 000
PSC008	November 2011	500, 000	China Main Port	500, 000
PSC009	December 2011	500, 000	China Main Port	500, 000
PSC010	January 2012	500, 000	China Main Port	500, 000
PSC011	February 2012	500, 000	China Main Port	500, 000
PSC012	March 2012	500, 000	China Main Port	500, 000
TOTAL 		6, 000,000 MT		6,000,000 MT

APPENDIX F
INTERNATIONAL CHAMBER OF COMMERCE ( I.C.C 400 / 500 / 600 )
 NON-CIRCUMVENTION, NON DISCLOSURE & WORKING AGREEMENT

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1.	TERMS AND CONDITIONS
A.	The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,
B.	The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of this party who made available the source, and,
C.	That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.
D.	That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
E.	That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the
F.	Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so.  For the sale of this agreement, it does not matter whether information obtained from a natural or a legal person.  The parties also undertake not to make use of a third party to circumvent this clause.
G.	That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
H.	All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.
I.	This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, USA Courts, or under Swiss Law in Zurich, in the event of dispute, the arbitration laws of states will apply.
J.	The signing parties hereby accept such selected jurisdiction as the exclusive venue.  The duration of the Agreement shall perpetuate for five (5) years from last date of signing.





2.	AGREEMENT TO TERMS

A.	Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract.  Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.

The parties hereby agree to respect the mentioned “Sales and Purchase Agreement” accepted, signed and sealed as below on date:

<<BUYER>>	<<SELLER>>









Represented By:
Title: CEO







Represented By:  SERGEY IVANOV V.
Title:  VICE PRESEIDENT

NOTE: contracted parties hereby confirm, that signed, sealed, present sale and purchase agreement, of Russia Origin MAZUT M100 GOST 10585 - 75 signed date 23rd March 2011 exchanged by e- mail, are full force and effect, legal binding accepted enforceable as original. Parties are full responsibility, under penalty of perjury to perform sales and purchases agreement conditions.