Spa Emma Tto Gambia-Jan052024 (1) - 1

TRANSACTION CODE : EMMA-NNPC/JVOPR/TTO/AGO/VOL1/003
NIGERIAN NATIONAL PETROLEUM CORPORATION

JOINT VENTURE OPERATORS OF NNPC/SHELL
OFFSHORE BONNY TERMINAL NIGERIA
THIS AGREEMENT
CONTRACT FOR THE SALES AND PURCHASE
OF NIGERIAN AUTOMOTIVE GAS OIL (AGO)
(TANKER TAKE OVER IN GAMBIAN WATERS)

IS MADE AND ENTERED INTO
BY AND BETWEEN
EMMA BROWN GAS VENTURES/NNPC/JOINT VENTURE OPERATORS
REPRESENTED BY:
SELLER’S INITIAL
BUYER’S INITIAL MMP
Contract Code: EMMA/AGO/SPA - 001/TTO


ENGR EMMANUEL BROWN
[HEREINAFTER CALLED THE SELLER]
AND
CH-Group International Business & Trading Ltd
REPRESENTED BY:
Mateus Chuva
HEREINAFTER CALLED THE BUYER
THIS CONTRACT AGREEMENT MADE ON THIS 05TH day of JANUARY, 2024.
SELLER’S INITIAL


SELLER’S COMPANY NAME: EMMA BROWN GAS VENTURES/NNPC/JOINT VENTURE

OPERATORS – BONNY/FORCADOS TERMINAL
HEREINAFTER CALLED THE SELLER, REPRESENTED IN HIS CAPACITY BY JVOP (EMMA BROWN GAS
VENTURES) WHICH EXPRESSION WHERE THE CONTEXT SO ADMITS, SHALL INCLUDE THEIR
PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS-IN TITLE AND ASSIGN ON THE ONE PART:
AND
BUYER’S COMPANY NAME: CH-GROUP INTERNATIONAL BUSINESS & TRADING LIMITED
THE COMPANY INCORPORATED UNDER THE LAWS OF THE COMPANY REGISTERED UNDER THE
LAWS OF THE REPUBLIC OF THE GAMBIA, HEREINAFTER CALLED THE “BUYER” WHICH
EXPRESSION WHERE THE CONTEXT SO ADMITS, SHALL INCLUDE THEIR PERSONAL
REPRESENTATIVES, HEIRS, SUCCESSORS-IN TITLE AND ASSIGN ON THE OTHER PART.
SELLER’S INITIAL


RECITALS:
WHEREAS THE SELLER WITH FULL AUTHORITY, HEREBY AGREES TO SUPPLY AND DELIVER THE
HEREIN MENTIONED AGO AND FULFILL ALL THE REQUIREMENTS REFERENCED TO HEREIN AND
SHALL PROVIDE THE REFERENCED AGO UNDER THE TERMS AND CONDITIONS AND AT THE TIME
SO AGREED BY BOTH PARTIES.
WHEREAS THE SELLER MAKES AN IRREVOCABLE AND FIRM COMMITMENT TO SELL AND DELIVER
AND THE BUYER ALSO MAKES AN IRREVOCABLE AND FIRM COMMITMENT TO PURCHASE AND
TAKE DELIVERY OF THE SAID PRODUCT
DEFINITIONS:
EXCEPT WHERE THE CONTEXT OTHERWISE INDICATES, THE FOLLOWING TERMS SHALL HAVE THE
MEANING AS DESCRIBED TO THEM IN THIS PARAGRAPH 1, AND SHALL INCLUDE PLURAL AS WELL
AS SINGULAR.
NNPC: SHALL MEAN NIGERIAN NATIONAL PETROLEUM CORPORATION.
SELLER’S INITIAL


API: SHALL MEAN AMERICAN PETROLEUM INSTITUTE.
ASTM: SHALL MEAN AMERICAN SOCIETY FOR TESTING AND MATERIALS.
COMMODITY: SHALL MEAN AND REFERS TO AS BEING NIGERIAN LIGHT CRUDE OIL,
ELSEWHERE IN THIS AGREEMENT REFERRED TO AS PRODUCT WHICH
SPECIFICATIONS ARE DETAILED HEREIN.
AGREEMENT: SHALL MEAN THE AGO SALES / PURCHASE CONTRACT OF WHICH THESE
SPECIFIC PROVISIONS AGREED BETWEEN BUYER AND SELLER FORM THE
CONDITIONS OF SALES AND PURCHASE.
BARREL: SHALL MEAN A VOLUME OF FORTY-TWO (42) US GALLONS CORRECTED

FOR TEMPERATURE TO (60) DEGREES FAHRENHEIT.
CARGO: SHALL MEAN ANY PARTICULAR QUANTITY OF THE OIL LOADED INTO
VESSEL AS SET OUT IN THIS AGREEMENT INCLUDES PART CARGO.
SELLER’S INITIAL


DAY: SHALL MEAN CALENDAR DAY
LOADING PORT: SHALL, IN RESPECT OF A CARGO, MEAN THE PORT(S) NOMINATED BY

SELLER FOR LOADING OF SUCH CARGO IN ACCORDANCE WITH THE
AGREEMENT.
USD: SHALL MEAN DOLLAR OF THE UNITED STATES OF AMERICA.
GRADE: SHALL MEAN ANY GRADE OF THE OIL SPECIFIED IN THE AGREEMENT.
LAY TIME: SHALL HAVE THE MEANING AS THAT GIVEN TO IT IN PARAGRAPH 13 OF

THIS AGREEMENT.
SELLER’S INITIAL


MONTH: SHALL MEAN A CALENDAR MONTH.
OIL: SHALL MEAN NIGERIAN AGO SPECIFIED IN THIS AGREEMENT.
PARTY: SHALL MEAN EITHER SELLER OR BUYER.
PARTIES: SHALL MEAN SELLER AND BUYER JOINTLY.
QUARTER: SHALL MEAN A PERIOD OF THE THREE (3) CONSECUTIVE MONTHS

COMMENCING ON FIRST (1ST) JANUARY, OR FIRST (1ST) APRIL OR FIRST (1ST)
JULY OR FIRST (1ST) OCTOBER, ETC.
BILL OF LADING: SHALL MEAN THE OFFICIAL DOCUMENT, ISSUED AT THE LOAD PORT AFTER
COMPLETION OF THE LOADING OPERATIONS, STATING THE SHIPS’
LOADED QUANTITY, EXPRESSED IN CUBIC METERS [CUB METERS], IN
METRIC TONS [MT] EXPRESSED AS PER THE ABOVE DEFINITIONS. THIS
DOCUMENT HAS TO BE SIGNED IN ORIGINAL BY THE SHIPMASTER AND
SELLER’S INITIAL


MADE OUT IN ACCORDANCE WITH THE INSTRUCTION HEREINAFTER

SPECIFIED IN THIS AGREEMENT.
VESSEL: SHALL MEAN THE SHIP WHETHER OWNED OR CHARTERED OR OTHERWISE

OBTAINED BY BUYER AND EMPLOYED BY BUYER TO RECEIVE THE OIL AT
THE LOADING PORT.
COMMODITY: NIGERIAN PETROLEUM PRODUCT
STANDARD EXPORT SPECIFICATION FOR AUTOMOTIVE GAS OIL (AGO)
SELLER’S INITIAL


CHARACTERISTIC REQUIREMENTS
Appearance: Clear and Bright
Colour, ASTM (Max): 3.0
Specific Gravity at 15/150C 0.820 0.870
Acidity, (inorganic acid) Nil
Total Acid Number mg KOH/g (max) 0.50
Distillation:
(a) percentage recovery at 3570C, v/v (min).
(b) Final boiling point, 0C (max) 90, 385
Flash Point, oC (min)66
Kinematics Viscosity at 37.80C (cSt)1.6 5.5
Cloud Point, 0C (max.) 4.4
Conradson Carbon Residue on 10% residue, % wt. (max) 0.15
Ash, % wt. (max).0.01
SELLER’S INITIAL


Copper Strip Corrosion, 3h at1000C Not worse than No. 1
Sediment, % wt. (max).0.01
Total Sulphur, % wt. (max).0.3
Water Content, % Vol. (max).0.05
Diesel Index, (min.)47
QUANTITY AND DURATION:
THE TOTAL QUANTITY OF OIL DELIVERY AND SOLD HEREUNDER IS 25,000.00 MT ±10% PER
MONTH (PLUS OR MINUS TEN PERCENT) IN SPORT LIFTING APPROXIMATELY EQUAL
CONSECUTIVE MONTHLY CARGO LOTS WITH POSSIBLE ROLLS AND EXTENSIONS.
DESTINATION:
WEST AFRICAN WATERS
PRICE:
SELLER’S INITIAL


THE PRICE FOR EACH LITRE OF NIGERIA AUTOMOTIVE GAS OIL (AGO) DELIVERED OUT-TURNED
LITRES SHALL BE DATED BRENT” ON THE DATE OF BILL OF LADING AS PUBLISHED BY MCGRAW
HILL MARKET, OF Then in UNITED STATE DOLLARS $660-10
COMMISSIONS: SELLER/BUYER TO PAY BROKERS ACCORDING TO FEE PROTECTION

AGREEMENT.
DELIVERY:
TANKER TAKES OVER IN GAMBIAN WATERS. MINIMUM DELIVERY SHALL BE 25-100kmt PER SLOT
AGO
DETERMINATION OF QUALITY AND QUANTITY
QUANTITY & QUALITY TO BE ASCERTAINED BY AN INDEPENDENT INSPECTOR APPOINTED BY THE

BUYER AT THE LOADING POINT HIS CERTIFICATE OF QUALITY AND QUANTITY SHOULD BE JUDGED
AS THE FINAL QUANTITY AND QUALITY OF THE OIL DELIVERED IN TO THE BUYER’S STORAGE TANKS
AND THE PAYMENT WILL BE ISSUED ACCORDING TO IT.
SELLER’S INITIAL


PAYMENT:
IN NIGERIAN NAIRA - IRREVOCABLE, ASSIGNABLE, TRANSFERABLE BANK GUARANTEE (BG/SBLC).

SWIFT TRANSFER MAKES FINAL PAYMENT IMMEDIATELY.
INITIAL DOCUMENTS FROM THE SELLER:
1) CLEAN OCEAN BILL OF LADING, ONE (1) ORIGINAL AND THREE (3) COPIES
2) SELLER’S COMMERCIAL INVOICE, ONE (1) ORIGINAL AND THREE (3) COPIES
3) SGS/SAYBOLT CERTIFICATE OF QUALITY AND QUANTITY, ONE (1) ORIGINAL AND THREE (3)
COPIES.
4) CERTIFICATE OF ORIGIN ISSUED BY NNPC, ONE (1) ORIGINAL AND THREE (3) COPIES
5) CERTIFICATE OF AUTHENTICITY ISSUED BY NNPC, ONE (1) ORIGINAL AND THREE (3) COPIES
6) CERTIFICATE OF OWNERSHIP
7) MASTER’S RECEIPT FOR SAMPLES
8) MASTER’S RECEIPT FOR DOCUMENTS
9) CARGO MANIFEST
SELLER’S INITIAL


PROCEDURE TANKER TAKE OVER (TTO) GAMBIA WATERS 25KMT
PRICE: $650/10
TRANSACTION PROCEDURE ON TTO GAMBIA WATERS:
1) BUYER SIGNS AND RETURNS WITH NNPC ACCREDITED S/CARGO &

INSPECTOR DETAILS, ATB/NOR/ETA FORMAT OR VESSEL DETAILS.
(INTERTEK INSPECTORS ARE NOT ALLOWED).
2) BUYER ISSUE SBLC OF $10,000,000:00 (TEN MILLION DOLLARS ONL) VIA MT760
TO SELLER’S ACCOUNT AND SENDS A COPY FOR CONFIRMATION. SELLER
CONIFRMS THE MT760BG.
(CH-GROUP): BUYER NEEDS THE INITIAL DOCUMENTS FOR ISSUING THE
GUARANTEE AND THE IMPORT LICENSE FOR THE SELLER. IT IS IMPERATIVE
THAT THE SELLER ISSUES THE BILL OF LADING AFTER THE GUARANTEE (LC),
SO THAT THE BANK RELEASES THE TOTAL AMOUNT FOR PAYMENT AFTER THE
VESSEL ARRIVES AT THE PORT OF DESTINATION AND ALL THE STAGES OF
UNLOADING IT ARE IN ACCORDANCE WITH THE COUNTRY'S LEGISLATION AND
INTERNATIONAL COMPLIANCE.
SELLER’S INITIAL


3) SELLER ISSUES MATB TO BUYER AND SELLER BOARDS BOTH BUYER'S

SUPER CARGO & INSPECTOR. BUYER’S SUPERCARGO & VESSEL CAPTAIN
RELEASE ATTESTATION AND INSPECTOR COMES DOWN WITH SAMPLE FOR
QNQ. WITHIN TWENTY-FOUR (24) HOURS AFTER VESSEL MASTER’S
ATTESTATION REPORT IS ISSUED, BUYER SHALL INSTRUCT ITS BANK TO
IMMEDIATELY MAKE A DEDUCTIBLE PAYMENT OF $1,000,000.00 (ONE
MILLION DOLLARS ONLY) VIA MT103 TT-CASH TO SELLER’S BANK ACCOUNT.
(CH-GROUP): THE BUYER WILL PAY THE FULL AMOUNT OF THE PRODUCT SOLD
AFTER THE QNQ POST-TEST CONFIRMATION AND WILL NOT ADVANCE ANY
AMOUNT.
4) QNQ RESULTS IS RELEASED TO BOTH PARTIES AND BUYER RELEASES
MT103/TT WIRE TRANSFER FOR PAYMENT TO SELLER & ALL AGENTS
INVOLVED.
5) SELLER TRANSFERS ALL NECESSARY DOCUMENTS IN BUYER'S NAME &
VESSEL SAIL TO BUYERS POD.
NEXT TRANSACTION!!
NB. All the logistics will be deducted from the final payment and the buyer and seller can enter
or sign a performance indemnity on both side in case of a default on either side concerning the
payment for the documentation in the buyer's name.
BERTH CHARGES, DUTIES AND TAXES AT DISPORT
SELLER’S INITIAL


THE BUYER SHALL BE RESPONSIBLE FOR ALL DUTIES AND TAXES LEVIED ON CARGO BY THE
AUTHORITIES OF THE TANK FARM OR COUNTRY OF DISCHARGE. TITLE SHALL PASS FROM SELLER TO
BUYER WHEN THE COMPLETE DISCHARGE OF CARGO IS MADE TO THE BUYER.
APPLICABLE LAW:
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 DECISIONS OF THE COURT OF
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE, SWISS LAW TO APPLY. EXPEDITE
PROCEDURE FORMAT AND ALL PROCEEDINGS ARE TO BE CONTINUED IN ENGLISH AND SHALL BE
SETTLED BY ARBITRATION IN ACCORDANCE WITH THE LAWS OF ENGLAND.
ARBITRATION
1. 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.
2. FURTHER, THE PARTIES AGREE THAT EACH PARTY SHALL APPOINT ONE ARBITRATOR, WITH A
SELLER’S INITIAL


THIRD APPOINTED BY AN INDEPENDENT PARTY. THE ARBITRATION PROCEEDINGS SHALL BE
CONDUCTED UNDER THE "EXPEDITED PROCEDURES" FORMAT. THE PROCEEDINGS SHALL BE

CONDUCTED IN ENGLISH, AND THE FINDINGS AS ASSESSED BY THE ARBITRATION
TRIBUNAL, WITHOUT ANY POSSIBILITY OF RECOURSE, WILL BE FINAL AND BINDING ON
BOTH PARTIES.
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.
3. NEITHER PARTY SHALL FAIL TO COMPLY IN A TIMELY WAY WITH THE OBLIGATIONS OF THIS
PART TO BE PERFORMED IN ACCORDANCE WITH THIS CONTRACT AGREEMENT ALTHOUGH A
DISPUTE HAS ARISEN AND PROCEEDED TO ARBITRATION.
FORCE MAJEURE:
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.
SELLER’S INITIAL


ASSIGNMENT
SELLER/BUYER MAY AT ANY TIME ASSIGN THIS CONTRACT IN ITS TOTAL OR PARTIAL PORTIONS
THEREOF TO ANY OTHER COMPANY, WHICH CAN ASSUME THE FINANCIAL OBLIGATIONS OF THE
SELLER/BUYER UNDER THE TERMS OF THE ASSIGNMENT. IN CASE OF AN ASSIGNMENT OF THE
BUYER'S RIGHTS AND OBLIGATIONS THE BUYER AND THE ASSIGNEE SHALL JOINTLY AND SEVERALLY
LIABLE FOR THE DISCHARGE OF PERFORMANCE OF THE BUYER'S OBLIGATIONS UNDER THE
CONTRACT.
FORMAL NOTICE OF THE ASSIGNMENT SHALL BE RENDERED TO THE BUYER/SELLER, EXPRESSLY

INDICATING THEREON THE ASSIGNEE'S FULL COORDINATES.
NON-CIRCUMVENTION/NON-DISCLOSURE:
THE UNDERSIGNED PARTIES DO HEREBY ACCEPT AND AGREE TO FULFIL OBLIGATIONS DUE TO
AGENTS AND FACILITATORS. IN THE EVENT OF DIRECT OR EVEN INDIRECT CIRCUMVENTION
THROUGH A THIRD PARTY, THE CIRCUMVENTED PARTY SHALL BE ENTITLED.
TO LEGAL MONETARY AWARD EQUAL TO THE MAXIMUM SERVICE FEES IT SHOULD HAVE
REALIZED FROM THE TRANSACTION
SELLER’S INITIAL


AMENDMENTS AND WAIVER
1 THE AGREEMENT SHALL NOT BE AMENDED OR MODIFIED OR ANY PROVISION THEREOF

WAIVED EXCEPT IN WRITING AND ACCEPTED BY BOTH PARTIES.
2 ANY PROVISION OF THIS AGREEMENT, WHICH IS DECLARED UNLAWFUL OR UNENFORCEABLE

BY COURT OF COMPETENT JURISDICTION, SHALL NOT AFFECT ANY OTHER PROVISION
HEREIN.
GENERAL PROVISIONS
1. THIS AGREEMENT 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 AGREEMENT.
2. THE PARTIES HAVING EXERTED AND CONTINUE TO EXERT THEIR BEST EFFORT TO AVOID
ANY ACTION, WHICH MIGHT BE IN ANY MANNER DETRIMENTAL TO THE INTEREST OF
EITHER PARTY IN THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE
SELLER’S INITIAL


AGREEMENT.
3. THE HEADINGS APPEARING IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY.
4. THE NON-EXISTENCE OF THE PRODUCT, INCONSISTENCY/FRAUD IN THE

DOCUMENTATION OR PRODUCT, OR PERFORMANCE FAILURE ON EITHER SIDE, BASED ON
INCOTERMS 2020, WILL RESULT IN ARBITRATION AND A FINE. THE CONTRACT WILL BE
TERMINATED WITH PENALTIES TO BE APPLIED BY THE COURT IN ACCORDANCE WITH THE
LAWS OF INTERNATIONAL TRADE.
5. EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND

ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS
AGREEMENT SHALL INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES
IN GLOBAL AND NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW
CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001) AND
THE ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000)
ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC
BUSINESS (UN/CEFACT). 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
SELLER’S INITIAL


ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO

MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND
DUTIES UNDER EDT INSTRUMENTS...
BANKING CO-ORDINATES FOR THIS TRANSACTION :
BUYER AND SELLER MAY ONLY CHANGE THEIR BANKS, SUBJECT TO PRIOR NOTICE GIVEN TO THE
OTHER PARTY AND PROVIDED THESE BANKS ARE ACCEPTABLE TO THE OTHER PARTY.
THERE SHOULD BE NO TELEPHONE CONTACT EITHER WITH SELLER’S OR BUYER’S BANK EXCEPT
BY SWIFT.
SELLER’S FIDUCIARY TO RECEIVE MT760BG OF $10,000,000:00
TO BE GIVEN
SELLER’S INITIAL


SELLER’S BANKING COORDINATES TO RECEIVE $640 / MT
Receiver Bank Name GUARANTY TRUST BANK
Bank Address TORIBA STREET, PORT HARCOURT, RIVERS STATE.
SWIFT Code GTBNGLAXXX
Bank Officer Name TAHIR AHMED
Beneficiary Name EMMA BROWN GAS AND OIL VENTURES
Beneficiary Account No 0038897468
TEL. TBN
E-mail smeeast.westrd@gtbank.com
FAX: TBN
SELLER’S INITIAL


SELLER’S MANDATE BANKING COORDINATES $5 PER/MT (CLOSED)
CORRESPONDING BANK GTBANK PLC
SWIFT CODE TBN
BENEFICIARY NAME OSO TOLULOPE MICHAEL
IBAN NUMBER N/A
SWIFT CODE TBN
ACCOUNT NUMBER 0003684231
BENEFICIARY GTBANK PLC

INSTITUTION AND
ACCOUNT NAME
SELLER’S INITIAL


BUYER’S BANKING COORDINATES TO PAY $650/MT.
SELLER’S INITIAL


BANK NAME Arap Turk Bankasi A.S. (Turkiye)
BANK ADDRESS No:10 Valikonagi Caddesi Nisantasi Sisli

Istanbul; Marmara; Postal Code: 34367
ACCOUNT NAME BSIC GAMBIA LTD
ACCOUNT NUMBER IBAN USD: TR15000 91000 00032 00002 0086
SWIFT CODE ATURBTRISXXX
BANK OFFICER NAME Hadijatou Sissoho
BANK OFFICER TELEPHONE
BANK OFFICER EMAIL h.sissoho@bsicgambia.gm
BUYER'S MANDATE BANKING COORDINATES TO RECEIVE $5 PER/MT
SELLER’S INITIAL


BUYER'S MANDATE BANKING COORDINATES TO RECEIVE $2.5 PER/MT (TT converted in Naira)
BANK NAME ZENITH BANK
BANK ADDRESS ZENITH BANK EJIGBO BRANCH LAGOS
ACCOUNT NAME OBIOHA CHRISTIAN CHIEDOZIE
ACCOUNT NUMBER 2402322678
SWIFT CODE ZEIBNGLA
SORTECODE 057150712
BANK OFFICER NAME MRS CHINYELU VICTORIA URUKPA
BANK OFFICER CONTACT +234 704 000 2418 (Chinyelu.uruakpa@zenithbank.com)
SELLER’S INITIAL


BUYER'S MANDATE BANKING COORDINATES TO RECEIVE $2.5 PER/MT
BANK NAME BSIC GAMBIA LTD
BANK ADDRESS KAIRABA
ACCOUNT NAME CH-GROUP INTERNATIONAL IMPORT/EXPORT AND TRADING LTD
ACCOUNT NUMBER 251113-0080045505
SWIFT CODE BSAHGMGM
BANK OFFICER NAME Hadijatou Sissoho
BANK OFFICER EMAIL h.sissoho@bsicgambia.gm
DECLARATION:
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 AUTHORISED TO ENTER INTO AND BIND EACH REPRESENTATIVE COMPANY TO
THE CONTRACT.
SELLER AND BUYER’S ACKNOWLEDGEMENT:
SELLER’S INITIAL


THIS DOCUMENT CONSTITUTES A GUARANTEED, IRREVOCABLE, UNCONDITIONAL AND NON

RETRACTABLE PAYMENT ORDER ISSUED TO THE BENEFICIARIES NAMED HEREIN, GIVEN WITH
FULL CORPORATE RESPONSIBILITY, BY WHICH I HEREBY INSTRUCT MY BANK AS SPECIFIED
HEREIN, TO SIMULTANEOUSLY PAY, WITHOUT ANY PROTEST AND/OR DELAY, UPON THE CLOSING
OF EACH AND EVERY TRENCHER, UNTIL THE TRANSACTION UNDER THE ABOVE ENTERED CODES
IS TOTALLY COMPLETED, THE COMPENSATION TO THE BENEFICIARIES' BANK ACCOUNTS, AS
STIPULATED HEREIN.
HOWEVER, A SEPARATE IRREVOCABLE PAY ORDER WILL BE ISSUED BY SELLER AND ACCEPTED BY
THE SELLER’S PAYOR BANK. THIS PAY ORDER WILL LIST THE SELLER AND ALL COMMISSIONED
AGENTS AND THE AMOUNTS THEY ARE TO BE PAID.
SUCCESSORS: THIS AGREEMENT IS BINDING UPON AND INURES TO THE BENEFIT OF THE
SUCCESSORS, ASSIGNEES, HEIRS AND PERSONAL REPRESENTATIVES OF THE RECEIVING
PERSON(S).
ATTESTATION: THE ABOVE-MENTIONED TRANSACTION BETWEEN BUYER(S) AND SELLER(S)

INVOLVING THE PURCHASE OF METRIC TONS OF NIGERIAN AUTOMOTIVE GAS OIL (AGO) WITH
POSSIBLE ROLLOVERS AND EXTENSIONS. THE FOLLOWING WILL SET OUT THE PROTECTION OF
FEES, SHOULD A CONTRACT BE EXECUTED AND CONSUMMATED UNDER THE TERMS AND
CONDITIONS MUTUALLY AGREED UPON BY THE PRINCIPLES OR THEIR MANDATE AGENTS
CONCLUSION & DECLARATION
SELLER’S INITIAL


IN WITNESS WHEREOF, THE PARTIES HAVE READ AND
UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS SALES AGREEMENT AND ARE FULLY
AWARE OF THE INTERPRETATION OF ALL THE PROVISIONS, TERMS AND CONDITIONS HEREIN,
AND HAVE ACCEPTED AND APPROVED ALL COVENANTS, TERMS AND CONDITIONS OF THIS
CONTRACT. AND FURTHER THAT THEY HAVE SIGNED BY THEIR HAND BELOW, AND HEREBY
AGREE TO HONOUR ALL CLAUSES WITH THE PRIVILEGES, RIGHT AND IMMUNITIES PERTAINING
THEREIN, MAKING THIS SALES/PURCHASE AGREEMENT EFFECTIVE ON AND AS OF THE EFFECTIVE
DATE UPON SIGNING BY ALL PARTIES, EVEN THOUGH SIGNATURE MAY NOT BE PLACED AT THE
SAME TIME, AND SAME LOCATION.
THE AGREEMENT IS COMPILED IN 30 (THIRTY) PAGES; THIS AGREEMENT IS EXECUTED IN

MULTIPLE COUNTERPARTS, ELECTRONIC DATA TRANSMISSION (EDT) OR FACSIMILE COPIES OF
THE SIGNED SALES/ PURCHASE AGREEMENT ARE HEREBY ACCEPTED AS ORIGINALS AND WILL BE
DEEMED TO BE CALLED AND EFFECTIVE FOR ALL PURPOSES. THE PARTIES WILL DISTRIBUTE THE
ORIGINAL COPIES AMONG THEMSELVES PROMPTLY
THE UNDERSIGNED HAS EXECUTED THIS AGREEMENT ON THIS 20TH DAY OF SEPTEMBER, 2023.
WE, SELLERS COMPANY NAME HEREBY WITH FULL CORPORATE RESPONSIBILITY AND WITH THE
POWER VESTED IN ITS OFFICER, ACCEPT, CONFIRM AND AGREE TO ABIDE BY THIS CONTRACT.
SELLER’S INITIAL


SIGNED/CORPORATE SEAL SIGNED/CORPORATE SEAL
FOR AND ON BEHALF OF SELLER: FOR AND ON BEHALF OF THE BUYER:
SELLER: EMMA BRROWN GAS VENTURES BUYER: CH-GROUP INTERNATIONAL

BUSINESS AND TRADING LTD
NNPC/JV-OPERATORS
ADDRESS: BERTIL HARDING HIGHWAY,
ADDRESS: MGBUOBA ROAD PH THE GAMBIA
RIVERS STATE, NIGERIA. REPRESENTED BY: MATEUS CHUVA
Name: ENGR. EMMANUEL BROWN
Designation: CEO
Designation: C.E.O
THIS DAY 30TH OF DECEMBER, 2023 DATE: JAN 5th 2024
SELLER’S INITIAL


HEREBY WITH FULL CORPORATE RESPONSIBILITY AND WITH THE POWER VESTED IN ITS OFFICER,
ACCEPT, CONFIRM AND AGREE TO ABIDE BY THIS CONTRACT.
BUYER AND SELLER ATTESTS THAT THESE ELECTRONIC SIGNATURES ARE RATIFIED AND VALID
FOR THIS TRANSACTION.
SELLER’S INITIAL

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TRANSACTION CODE : EMMA-NNPC/JVOPR/TTO/AGO/VOL1/003

NIGERIAN NATIONAL PETROLEUM CORPORATION

CONTRACT FOR THE SALES AND PURCHASE

OF NIGERIAN AUTOMOTIVE GAS OIL (AGO)

(TANKER TAKE OVER IN GAMBIAN WATERS)

EMMA BROWN GAS VENTURES/NNPC/JOINT VENTURE OPERATORS

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

OFFSHORE BONNY TERMINAL NIGERIA

ENGR EMMANUEL BROWN

[HEREINAFTER CALLED THE SELLER]

CH-Group International Business & Trading Ltd

HEREINAFTER CALLED THE BUYER

THIS CONTRACT AGREEMENT MADE ON THIS 05TH day of JANUARY, 2024.

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

SELLER’S COMPANY NAME: EMMA BROWN GAS VENTURES/NNPC/JOINT VENTURE

BUYER’S COMPANY NAME: CH-GROUP INTERNATIONAL BUSINESS & TRADING LIMITED

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

NNPC: SHALL MEAN NIGERIAN NATIONAL PETROLEUM CORPORATION.

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

API: SHALL MEAN AMERICAN PETROLEUM INSTITUTE.

ASTM: SHALL MEAN AMERICAN SOCIETY FOR TESTING AND MATERIALS.

BARREL: SHALL MEAN A VOLUME OF FORTY-TWO (42) US GALLONS CORRECTED

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

DAY: SHALL MEAN CALENDAR DAY

LOADING PORT: SHALL, IN RESPECT OF A CARGO, MEAN THE PORT(S) NOMINATED BY

USD: SHALL MEAN DOLLAR OF THE UNITED STATES OF AMERICA.

LAY TIME: SHALL HAVE THE MEANING AS THAT GIVEN TO IT IN PARAGRAPH 13 OF

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

MONTH: SHALL MEAN A CALENDAR MONTH.

OIL: SHALL MEAN NIGERIAN AGO SPECIFIED IN THIS AGREEMENT.

PARTY: SHALL MEAN EITHER SELLER OR BUYER.

PARTIES: SHALL MEAN SELLER AND BUYER JOINTLY.

QUARTER: SHALL MEAN A PERIOD OF THE THREE (3) CONSECUTIVE MONTHS

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

MADE OUT IN ACCORDANCE WITH THE INSTRUCTION HEREINAFTER

VESSEL: SHALL MEAN THE SHIP WHETHER OWNED OR CHARTERED OR OTHERWISE

COMMODITY: NIGERIAN PETROLEUM PRODUCT

STANDARD EXPORT SPECIFICATION FOR AUTOMOTIVE GAS OIL (AGO)

BUYER’S INITIAL MMP

Contract Code: EMMA/AGO/SPA - 001/TTO

NIGERIAN NATIONAL PETROLEUM CORPORATION

Appearance: Clear and Bright

Colour, ASTM (Max): 3.0

Specific Gravity at 15/150C 0.820 0.870

Acidity, (inorganic acid) Nil

Total Acid Number mg KOH/g (max) 0.50

(a) percentage recovery at 3570C, v/v (min).

(b) Final boiling point, 0C (max) 90, 385