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TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

SALES & PURCHASE AGREEMENT


B O N N Y L I G H T C R U D E O I L (B L C O) 2mml-bbl TTO T R A N S A C T I O N

THIS AGREEMENT
Is entered into this 18TH November, 2019

Between

WINBERG INTERNATIONAL LTD


RC: 1041455
78, RALPH SHODEINDE STREET, ABUJA
(Hereinafter referred to as the ‘Seller')

AND

(Hereinafter referred to as the ‘Buyer')

Whereas, the parties hereto mutually accept to refer to the General Terms and Definitions,
as set out by the INCOTERMS 2000 with the latest amendments, having the following
terminology fully understood and accepted as here below. The Seller has the legal right to
title and conveyance of the product referred to herein below and hereby sells of such
products, and buyer is ready, willing and able to purchase said product subject to the terms
and conditions of this Agreement.
NOW
Therefore the parties agree as follows, it being understood that each may be referred to
herein individually as a “PARTY” or collectively as the “PARTIES”.
DEFINITIONS:
Seller's Supplier: The producer of the crude oil and/or petroleum product sold and
purchased hereunder, when it does not originate from the Seller's own production.
US Barrel:Is the unit of volume measured at standard temperature of 60 degree Fahrenheit
and equal to 42 US Gallons.
Metric Ton: A measure of weight equivalent to one thousand kilograms mass (1000 Kg).
Commodity: Is referred to as being Bonny Light Crude Oil, elsewhere in this agreement
also referred to as Nigerian Light Crude OIL, whose specifications are detailed in Annex
»A« hereof which is an integral part of this agreement. Day: Means Calendar Day, unless
differently specified.
Month: Means Gregorian calendar month.
Calendar quarter: The period of three (3) consecutive months commencing on 1st January,
1st April, 1st July or 1st October.
ASTM: The American Society for Testing Materials, is the Institute, internationally that
approved all Standards, Tests and Procedures used in the Oil Industry and to be referred in
this contract to the latest revised edition with amendments to date enforceable.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

Outturn: Is the quantity and quality of product ascertained, according to the ASTM
procedures, on completion of the discharge operations. The so determined outturn quantity
and quality is the base on which the amount will be computed for the payment of the
product effectively delivered to the Buyer.
Bill of Lading: Is the official document, issued at the loading port after completion of the
loading operations, stating the ship's loaded quantity expressed in US barrels (bbl). This
document has to be signed in original by the ship's Master and made out in accordance with
the instructions hereinafter specified in this contract agreement.
Discharge Terminal: Is not a restricted or embargoed safe port/berth designated by the
Buyer as the final receiving destination for the delivery of the COMMODITY.
T.T.O: Tanker To Tanker this is strictly referred to in the interpretation defined by the
INCOTERMS Edition 2000 with the latest amendments
Delivery Date: The date mutually accepted by both the Seller and the Buyer as the date on
which the nominated international surveyor's company has ascertained the quantity and
quality of the COMMODITY pumped into the Buyer's designated Vessel storage facilities.
Platt's: Platt's European Markets can (www.platts.com), is the organization, internationally
recognized and accepted, to publish determined official quotations of crude oil and
petroleum products on a daily basis.

AND

Whereas, the parties hereto mutually desire to execute this agreement which shall be
binding upon and insure to the benefit of the said parties, their legal representatives,
successors and assigns, in accordance with the jurisdictional law of the negotiated and fully
executed contract agreement on the terms and conditions stipulated herein.

SCOPE OF THE CONTRACT


1.1 The Seller and the Buyer, with full corporate authority and legal responsibility,
respectively represent and warrant that one party is the lawful owner of the
COMMODITY, in quantity and quality as herein specified, and the other party has the full
capability to purchase, receive and pay for the sold and delivered COMMODITY.

COMMODITY
2.1. BONNY LIGHT CRUDE OIL, having the minimum guaranteed specifications as
specified in Annex »A« hereof.

QUANTITY/DELIVERY SCHEDULE
3.1 The tanker carrying the Cargo shall be of Two million (2mml) barrels plus five or ten
percent (5% - 10%) barrels concurrently, till expiration of this agreed contract agreement

TIME PERIOD
4. (a) The term of this contract agreement is twelve (12) months period, with possible
extensions:
4. (b) The first delivery shall take place within seven (7) days from the acceptance date of
the Buyer's financial instrument.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

4. (c) The time period shall commence from the date on which SGS or Saybolt has
ascertained the quantity and quality (Q&Q) of the first batch of the product at an agreed
location.

QUALITY
5. (a) For the full duration of this contract, the Seller guarantees that for the full term of
this contract agreement, the quality of the COMMODITY sold will conform with the
guaranteed specifications specified in Annex »A« hereof.

PRICE
6. (a) The price shall be determined by the average of the three days around the date of the
Q&Q referred to Platt's publication, heading: Dated Brent (ltd).
6. (b) The Buyer undertakes to nominate the location for the Q&Q not restricted or
embargoed by any international organization. Both parties agree to set the price by using
the above-mentioned publication.
6. (c) A Gross Discount of US DOLLARS $14.00 and a net of US DOLLARS $10.00 per
barrel to the Buyer and $4.00 per Barrel as commission to both agents and facilitators of
both side 50/50.
6. (d) The price referred to throughout this agreement to be paid in US DOLLARS (USD$).

MENPAYT CONDITIONS
By SWIFT MT103 wire from a Prime World Bank payable 100% at sight based on Q&Q
Report done by SGS or equivalent
.

PROCEDURES (T.T.O) Off- OPEC

TANKER TAKE OVER (TTO) PROCEDURE:

1) Seller issues a draft SPA for Buyer's review and signature. Buyer signs and seals SPA
and returns it to Seller. Electronic signatures are legally binding and enforceable:

2) Buyer returns signed SPA with Valid MATB/NOR/ETA format, scan passport of
Supercargo and Inspector, and buyer port agent details and buyer issues by MT799 SWIFT
cash backed BLOCK FUND of USD1,000,000{One Million Dollars ) in favor of Seller's
Fiduciary bank account within three banking days.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

3) Within 5days, Seller issues NOR/ ETA and moves the vessel to Ghana for announcement
at Ghana waters, MATB and Positioning for boarding.

4) Seller's Captain makes radio announcement to harbor master, shipping agent and
Inspection Company by SGS or INTERTEK GHANA LTD in Ghana waters and gives a
print out receipt.

5) Buyer's Shipping Agent clears the vessel inwards to 12 Nautical miles & Captain issues
MATB according to buyer's Format. Buyer boards his Supercargo and Inspector to
conduct Q&Q & the vessel-master gives attestation
6)The Buyer finalizes Q&Q inspection and the Buyer’s nominated bank wire USD1,000,000
for logistics (One Million Dollars) to the seller’s nominated bank

7)The buyers banks swifts Payment of total cargo through MT103 to the seller’s nominated
bank account less the One Hundred million Naira ) & the Seller introduces Buyer to the
Vessel handler to negotiate one way voyage to his port of discharge.

8) Upon re-chartering of vessel, the Buyer shall immediately release payment for the FULL
Cargo in accordance with Seller’s Commercial Invoice and Pay Order.

9) Upon confirmation of payment to Seller and Intermediaries, title is transferred to the


buyer

10) Vessel sails to Buyers port of discharge

11. ROLL OVER.

DELIVERY
8. (A) The Seller warrants to perform delivery of the transacted Commodity on a T.T.O,
out-turned barrels basis, to the Buyer's and Seller agreed location for the Q&Q. Thereafter
payment is made and vessel sail to port of discharge Port

QUANTITY/QUALITY DETERMINATION
9. (A) Seller and the Buyer mutually agree that SGS ,Saybolt, or any other Q&Q officials
shall be appointed designated to assess the quality and quantity of the cargo according to
the provisions herein stated.
9. (C) The quantity and quality assessments, conducted by SGS, Saybolt, or any other Q&Q
officials shall be in accordance with methods and procedures usually used in the oil
industry practice and, at all times, shall strictly comply with the revised ASTM/IP
International standards and procedures enforced at the date of compliance.
9. (D) for converting volumes, from observed to standard temperatures, and volumes to
weights, the ASTM table latest revised edition have to be used.
9. (E) In the event of there being an inaccuracy with the devices used to measure the
quantity received at the agreed place of Q&Q (failure of flow meters, meter banks and/or

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

other devices) then, manual shore tank measurement shall be applied. Should SGS or
Saybolt report that the above is the case, than ship's figures TCV (Total Calculated
Volume), applied a valid V.E.F. (Vessel Experience Factor), and shall be used to compute
the delivered quantity of the current batch

INSURANCE
10. (A) The Seller, at his own expense, shall procure a policy with a first class Marine
Insurance Institute to cover the 110 % (one hundred and ten percent) of the value of the
cargo. The customary standard insurance policy will cover all risks of loss or damages to
said cargo, including war, hijacking, explosion etc. from the time cargo has passed into the
ship's manifold flanges at the agreed place for Q&Q

SANCTIONS (NON PERFORMANCE)


12. (A) should either party fail to comply with any of their obligations to the other party
hereto, the suffering party will have the option to declare non-performance against the
defaulting party.
12. (B) Failure by either party to take action against the other, in case of the other party's
non-compliance with obligations or conditions set forth herein, shall not be interpreted as a
waiver to take action for a subsequent non-compliance of the same, other obligations or
conditions.

CLAIMS
13. (A) Claims that either party may raise due to failure of performance shall be submitted
to the defaulting party within a period of two (2) months from the date of that occurrence
of default.
13. (D) Call claims shall be made in writing and both parties hereto agree to acknowledge
such claims by written acceptance thereof.

LIABILITY EXEMPTIONS
15. (A) Neither the Seller nor the Buyer shall be liable for failure to perform, any or all of
the provisions set out in this contract, if the performance has been delayed, hindered or
prevented by reason of any cause that may be, even though the affected party exercised due
diligence.
15. (B) Where such failure or delay is caused by force majeure being any event, occurred by
circumstance reasonably beyond the control of that party, including without prejudice to
the generality of the foregoing failure or delay caused by or resulting from Acts of God,
strikes, fire, floods, war (whether declared/undeclared), riots, destruction of the materials,
delays of carriers due to break down or adverse weather, perils of embargoes, accidents,
restrictions imposed on by any Governmental authority (including allocations, requisitions,
quotas and price controls).
15. (C) No reduction or suspension in the deliveries or receipt of crude oil due to any of the
reasons set forth above shall extend the term of this contract or terminate the same. The
force majeure Clause 2003 of the International Chamber of Commerce (ICC Brochure

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

#650) is hereby incorporated into this Contract. The Contract may be terminated by either
party with notice if performance cannot be resumed within thirty (30) days.
15. (D) The certificate issued in original by the competent recognized authority shall be
deemed as sufficient proof for the claim force majeure and its duration.

APPLICABLE LAW
16. (A) English law shall govern all matters relating to the validity, interpretation or
performance of this contract.

BREACH
17. (A) Subject to Clause 15 hereof, in case of failure of the Seller and/or the Buyer to
comply with any of the obligations assumed under this contract, shall entitle the other
party, without prejudice to any recourses available to it, to consider such failure as a breach
of this contract and to terminate the same, or to unilaterally suspend its performance until
such failure is corrected, and in both cases, may claim direct damages for the breach of this
contract.

ARBITRATION
18. (A) All disputes arising in connection with the present contract, which cannot be
amicably settled within a period of ten (10) days, shall be finally settled under the rules of
Conciliation and Arbitration of the International Chamber of Commerce Court of
Arbitration in London, England, in accordance with the said Rules.
18. (B) Further, the parties agree that the arbitration proceedings shall be conducted by one
(1) arbitrator and shall be conducted under the “expedited procedures” format. The
proceedings shall be conducted in English. The arbitrator's decision shall be accepted as
final and binding. The parties agree that they will satisfy any judgment so awarded within
ninety (90) days. The prevailing party shall be entitled to costs and reasonable attorney
fees. Venue for the arbitration shall be London, England.
18. (C) 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 agreement although a dispute has
arisen and proceeded to arbitration.
18. (D) The findings as assessed by the designated Arbitrator, without any possibility of
recourse, will be final and binding on both parties.

SPECIAL CONDITIONS
19.(A) The Buyer warrants that it has exerted and shall continue to exert its best efforts to
avoid any action, which might be in any manner detrimental to the Seller's interest in the
negotiation, execution and performance of this contract.
19. (B) The parties hereby agree that all terms, which are not specifically confirmed and
agreed upon in this contract, have to be referred to the general rules of the ICC
INCOTERMS Edition 2000 with latest amendments.
19. (C) Upon mutual agreement of both parties, this contract can be extended for the same
time period having the same terms and conditions of this contract, providing that either
party submits their written request to the other party by no later than one (1) month prior
to the termination of this contract.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

19. (D) Upon execution of the contract the Seller provides the Buyer with three complete
copies of the executed contract, consisting of a firm declaration issued by the loading
terminal(s) or refinery(s) directly to the Buyer confirming the following points:
19. (F) The tanker carrying the consignment of two million (2, 000, 0000) barrels are ready
to deliver minimum, till expiration of this agreed contract for Twelve (12) consecutive
Calendar Months.
19.(H) That the declaration must report the dates of shipments names of vessels (if not
available it will be sufficient to state »TBN« - To Be Nominated) and the quantity to be
loaded.
19. (H) That the validity of the allocation assignment as reported in the above Clauses, is
subject to the acceptance by the Seller of the Buyer's Bank Guaranty (BG)
19. (I) All relevant documents from the Port of Loading, Transport Contract, Certificate of
Ownership and Origin will form part of the documentation presented at the port of
loading.
19. (J) The Seller will negotiate his due credit against each delivered shipment upon
presentation of the following Documents:
19. (K) Full set of 3/3 original plus 3 N/N copies Bill of Lading made out “Clean on Board”
marked “Freight Prepaid”. The B/L to be signed in original by ship's Master or endorsed to
the order of the Buyer, showing destination, identification of the loaded cargo with quantity
expressed in US Barrels at 60 degrees Fahrenheit and metric tons;
19. (L) Original quantity and quality certificates plus two (2) copies as issued at loading
port and discharge port by an independent surveyor company;
19. (M) Certificate of Origin plus two (2) copies countersigned by loading dock terminal
representative;

19. (O) Original time log plus two (2) copies as issued at the discharge port by an
independent surveyor company and countersigned by the involved parties or their
representatives;
19. (P) Original Master's samples receipt at loading port plus two (2) copies;
19. (Q) N.O.R. lodged by ship's Master at load port countersigned for acceptance by the
terminal's representative (Original plus two (2) copies);
19. (R) signed commercial invoice, based on the delivered quantity/quality as determined by
Clause 9 of this contract.
19. (S) Certificate of insurance 1 original plus 3 copies.
19. (T) Any other documents inadvertently not listed which pertain to or are related to the
current trip, duly signed by the authorized persons.

LETTER OF INDEMNITY
20. (A) In case the Seller is not able to deliver to the Buyer in due time the full set of original
Bills of Lading of each cargo's batch, then the Seller has to provide the Buyer with a hard-
copy of a letter of indemnity of temporarily missing original bills of ladings.
21. (B) Wording of this letter of indemnity to be acceptable to the Buyer and shall cease to
have effect upon presentation of the original bills of lading.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

21. (C) In the event of unusual circumstances which prevent the Seller from presenting to
the Buyer the original bills of lading within in a sixty (30) days period, the Seller's agrees to
provide the Buyer and the Buyer agrees to accept a second and subsequent letter of
indemnity covering the cargo batch in question.
ASSIGNMENT
22.1 Seller/Buyer may at any time assign this contract or its total or partial performance
hereof to any other company, which assumes the obligations of the Seller/Buyer under the
terms of the assignment. Formal notice of the assignment shall be rendered to the
Buyer/Seller, expressly indicating there on the assignee's full coordinates.

GENERAL
23.1 This contract agreement contains the entire understanding between the parties with
respect to the transactions contemplated hereby and can only be amended by a written
agreement.
23.2 Any prior agreement written or verbal is deemed merged herein and shall be
superseded by this contract agreement.
23.3 This contract agreement may be executed simultaneously in two (2) or more
counterparts each of which shall be deemed to be an original.
23.4 The article and other headings in this contract agreement are for convenience only
and shall not be interpreted in any way to limit or change the subject matter of this
contract agreement.
23.5 All signed appendices, annexure and supplements shall constitute an integral part
of the present contract.
23.6 With the exception of cases specifically mentioned in the present contract neither
party may be held liable for indirect limited losses resulting from non-performance of the
obligations hereunder.
23.7 Conditions that have not been specified in the present contract shall be governed by
INCOTERMS 2000 and subsequent amendments related to T.T.O
23.8 EDT (Electronic Document Transmission) shall be deemed to be valid and
enforceable in respect of the provisions of this contract. Either party shall be in a position
to request a hard copy of any previous electronically transmitted document.
23.9 Grammatical mistakes, typing errors, if any, shall not be regarded as
contradictions.
23.10 Any information contained herein shall be kept confidential, and shall not be
subsequently disclosed to third parties or reproduced in any way.

BANKING CO-ORDINATES

ARTICLE 11 - BANKING CO-ORDINATES

SELLER’S BANKING DETAILS FOR BLOCK FUND AND FINAL PAYMENT BY MT103/23
BENEFICIARY BANK NAME ACCESS BANK PLC
BENEFICIARY BANK SWIFT CODE ABNGNGLA
BENEFICIARY BANK ACCOUNT 36145842
NUMBER

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

INTERMIDIARY BANK NAME CITIBANK, NEW YORK N. Y 10043


INTERMIDIARY BANK SWIFT CODE CITIUS33
ROUTING NUMBER 021000089
FINAL BENEFICIAL NAME WINBERG INTERNATIONAL LIMITED

ACCOUNT NUMBER (USD) 0027963923

BANK ADDRESS 21, ADEMOLA ADETOKUNBO CRESENT, WUSE-2 ABUJA

SORT CODE 063 080 410


ACCOUNT OFFICER STANLEY IDOMEH
ACCOUNT OFFICER NUMBER 234- 80-5701-0238
ACCOUNT OFFICER EMAIL stanley.idomeh@accessbankplc.com
ADDRESS

BUYER'S BANKING DETAILS FOR $10.00/BARREL


BENEFICIARY BANK NAME
BENEFICIARY BANK SWIFT CODE
BENEFICIARY BANK ACCOUNT
NUMBER
INTERMIDIARY BANK NAME
INTERMIDIARY BANK SWIFT CODE
ROUTING NUMBER
FINAL BENEFICIAL NAME

ACCOUNT NUMBER (USD)

BANK ADDRESS

SORT CODE
ACCOUNT OFFICER
ACCOUNT OFFICER NUMBER
ACCOUNT OFFICER EMAIL
ADDRESS

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

SELLER'S MANDATE/FACILITATORS BANKING DETAILS FOR $2.00/BBL


BENEFICIARY BANK NAME
BENEFICIARY BANK SWIFT CODE
BENEFICIARY BANK ACCOUNT
NUMBER
INTERMIDIARY BANK NAME
INTERMIDIARY BANK SWIFT CODE
ROUTING NUMBER
FINAL BENEFICIAL NAME SAME AS SELLER

ACCOUNT NUMBER (USD)

BANK ADDRESS

SORT CODE
ACCOUNT OFFICER
ACCOUNT OFFICER NUMBER
ACCOUNT OFFICER EMAIL
ADDRESS

BUYER'S MANDATE BANKING DETAILS FOR $1.00/BBL


BENEFICIARY BANK NAME
BENEFICIARY BANK SWIFT CODE
BENEFICIARY BANK ACCOUNT
NUMBER
INTERMIDIARY BANK NAME
INTERMIDIARY BANK SWIFT CODE
ROUTING NUMBER
FINAL BENEFICIAL NAME

ACCOUNT NUMBER (USD)

BANK ADDRESS

SORT CODE
ACCOUNT OFFICER
ACCOUNT OFFICER NUMBER
ACCOUNT OFFICER EMAIL
ADDRESS

BUYER'S FACILITATORS (A) BANKING DETAILS FOR $.50CENT/BBL

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

BENEFICIARY BANK NAME


BENEFICIARY BANK SWIFT CODE
BENEFICIARY BANK ACCOUNT
NUMBER
INTERMIDIARY BANK NAME
INTERMIDIARY BANK SWIFT CODE
ROUTING NUMBER
FINAL BENEFICIAL NAME

ACCOUNT NUMBER (USD)

BANK ADDRESS

SORT CODE
ACCOUNT OFFICER
ACCOUNT OFFICER NUMBER
ACCOUNT OFFICER EMAIL
ADDRESS

BUYER'S FACILITATORS (B) BANKING DETAILS $.50CENT/BBL


BENEFICIARY BANK NAME
BENEFICIARY BANK SWIFT CODE
BENEFICIARY BANK ACCOUNT
NUMBER
INTERMIDIARY BANK NAME
INTERMIDIARY BANK SWIFT CODE
ROUTING NUMBER
FINAL BENEFICIAL NAME

ACCOUNT NUMBER (USD)

BANK ADDRESS

SORT CODE
ACCOUNT OFFICER
ACCOUNT OFFICER NUMBER
ACCOUNT OFFICER EMAIL
ADDRESS

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

27.2 All copies are in English, each party hereto receives three (3) copies which are
binding and enforceable after signature.

27.3 The contract agreement copy executed by facsimile or EDT is enforceable


and legally binding until the Hard Copies of the same have been executed,
notarized and exchanged by courier mail.

Annex A:

Specifications: As per Standard NNPC Export Specifications indicated in the


Present Contract

COMMODITY: Nigerian Petroleum Product


Specific Gravity at 150c, kg/1 ASTMD1298/P 0.8397-
9.8498
API at 60 Degrees F ASTM Table 51 47 - 21
Salinity ASTMD 4006/1P 358 4.7P.T.B @ 60
Degrees F
Color Dark Brown
BS & W Content [Vol. %] ASTMD 473/1P 53 0.25 Average
Sulfur %WT ASTMD 0.14% wt
Pour Point Degrees F ASTMD 97/1P.15 40º[F] Degrees F
Water Content: 0.2% Vol. Max
REIB Vapor Pressure: 6.52PSIG

Special Conditions:

1. All issuing bank charges and commissions are for account of applicant. All other
bank charges and commissions are for account of Beneficiary.

2. An operational tolerance of +/- 10 % is allowed on each shipment and on total


contract quantity.

3. Third party documents are acceptable. Documents issued in more than one set
acceptable.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

4. Documents presented later than 3 days after discharge date however, within the
validity of this credit are acceptable.

5. Obvious typing mistakes, excepted for quantity and amounts, shall not be considered
as discrepancies.

6. The amount of this credit shall automatically escalate/deescalate in accordance with


the Platt's quotation and without further amendment on our part.

7. In the event payment due dates fall on a Saturday or on a non-Monday banking


holiday, payment to be effected one proceeding business banking day

8. Partial shipments and partial drawings are acceptable.

9. Charges for amendments, if any, are to be borne by the requesting party.

Annex B:

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA

This instrument serves as a fee protection agreement, with respect to the purchase of one
million (2,000,000) barrels per month of NLCO for 12 months with rolls and extensions is
hereby issued and agreed by all parties and intermediaries, signing under and with full
corporate responsibility and legal authority of the agreed amount per barrel as follows
COMMISSIONS:

Buyer Side: US$2.00 per barrel.


Seller Side: US$2.00 per barrel
Net to Buyer US$8.00 per barrel.
Gross to Buyer US$12.00per barrel.

This irrevocable and unconditional commission protection guarantee shall be valid for the
entire term of this transaction and shall apply to any of the renewals, extensions, rollovers,
additions or to any new agreements between the buyer and the seller.

The commission shall be paid by direct wire or direct swift wire transferred to the banking
coordinates of said group. This agreement is effective on and thereon after the date signed
by the parties of this agreement, and shall have the force and effect of the terms contained
thereon. Facsimile copies shall be considered as binding as originals.

This agreement shall be incorporated into the final SPA executed between buyer and seller
and buyer's bank shall be instructed thereby to effect the above payments at the same time
as any and all payments made by buyer to seller.

Seller Buyer
TRANSACTION REF NO: WINBERG/NNPC/BLCO/2MML-BBL/TTO/11/2019

Once the contractual documents covering this transaction or others are executed by both
buyer and seller, and attendant funds and documents are verified by the party's banks.
This guarantee shall be exchanged for an official endorsed pay order and shall become part
and parcel of the complete contract documentation, and the latest addition of all regulatory
rules and provisions for non circumvention and non disclosure of the International
Chamber of Commerce ICC 500 are hereby incorporated in this agreement and are in full
force and effect for a period of three years at the signing date of this agreement.

This fee protection agreement is contingent on the buyer and seller closing this deal.
In witness whereof, the undersigned has executed this agreement on this 4th of August, 2020

Signature & Company Seal:

For:
WINBERG INTERNATIONAL LTD
Represented by: Winberg Asemota
Title: CEO/GMD

Signature:
Buyer's Name:
Title
Company:
Address:
Passport:
Nationality:

Seller Buyer

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