CONTRACT_2MMT_PRODAWA_1[2]

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CONTRACT CONTRACT №: 0001/SCM/FOB/24MMT/2010№: 0001/SCM/FOB/24MMT/2010SELLER’S COMPANY NAME : SUNRISE CAPITAL MANAGEMENTBUYER’S COMPANY NAME :SELLER’S TRANSACTION CODE : SUNRISE/08092010/0002BUYER’S TRANSACTION CODE :

PRODUCT / QUANTITY / PRICE :: D2 2,000,000.- MT per month x 12 with roll & extension

DISCOUNT: GROSS USD 70NET USD 50 per MT

DATE / DISCHARGE PORT September 23, 2010 FOB ROTTERDAM FIXED PRICE

SALES AND PURCHASE AGREEMENTFor D 2 GASOIL GOST 305/82

LOT of 2,000,000. - METRIC TONS FOB RotterdamThis agreement is made on the 23th DAY OF octoober 2010 and entered into by and between:

BETWEEN:

COMPANY SUNRISE CAPITAL MANAGEMENT

ADDRESS SUITE 14, WEST END LANE,WEST HAMPSTEAD, LONDON NW6 2 LG. United Kingdom

REPRESENTED BY Mr. Takmakov E.V.POSITION DirectorTEL / FAX NUMBER +38 095 4620328 / +35 92 8462889EMAIL ADDRESS [email protected]

Referred to as "THE SELLER"

AND COMPANY

ADDRESS REPRESENTED BY POSITION TEL / FAX NUMBER EMAIL ADDRESS

Referred to as "THE BUYER"

Hereinafter together shall be referred to as «Party» and «Parties»

Page 1 / 24Initialed by Seller: Initialed by Buyer

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WHEREAS, the Parties mutually desire to execute this Contract which shall be binding upon and inure to the benefit of the Parties, their legal representatives, Successors and Assignees, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon.WHEREAS, SELLER and BUYER, under full corporate or trust authority and responsibility, respectively represent to each other on the date hereof that the SELLER is the lawful owner of the commodity, in the quantity and quality hereunder specified, and the BUYER has the full capability to purchase the said commodity.DEFINITIONSWHEREAS the parties mutually accept to refer to the General Terms and Definitions, as set out by the INCOTERMS Edition 2000 with latest amendments, having the following terminology fully understood and accepted:Metric Ton: A measure of weight equivalent to one thousand kilogram mass (1.000kg or one thousand one hundred and eighty liters volume (1,180 liters)Commodity :Is referred to as being RUSSIAN GAS OIL L0.2-62 GOST 305-82 Specifications, as per ANNEX “A”, elsewhere in this agreement also refer to as "Product" which Specifications are detailed in the ANNEX“A”, which is an integral part of the agreement.Origin : RUSSIA Day : Means a calendar day, unless differently specified. Month : Means a Gregorian calendar month.Quarter : Period of three (3) consecutive months commencing on

the 1st January, 1st April, 1st July or 1st October.ASTM : American Society for Testing and Materials is the

institute internationally recognized that approves all Standards, Tests and procedures used in the Oil Industry and to be referred in this agreement to the latest revised edition with amendments in force to date.

Out-turn : The quantity and quality of the product ascertained by the International Independent Laboratory at the loading port, according to the ASTM procedures, on completion of the


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loading operations. The so determined out-turn quantity and quality is the basis 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 load

port after completion of the loading operations, stating the ship’s loaded quantity expressed in Cubic Meters (Cub. Meters) and/or Metric Tons (MT) expressed as per the above definitions. This document has to be signed in original by the ship's Master and made out in accordance without the instruction hereinafter specified in this agreement.

Discharge Port/Terminal : FOB RotterdamTerminals : Designated by the Buyer as final delivery destination.Delivery Date : The date mutually accepted by both SELLER and BUYER

as the date on which the nominated international surveyor company has ascertained the quantity and quality of the product pumped into Buyer's designated discharge terminal facilities. Under INCOTERMTM 2000 FOB = (COST) Rotterdam Port

Platt’s : Platt's McGraw Hill, London is the internationally recognized and accepted organization, which publishes “Platt’s European Market scan official market, scans of Petroleum products Mediterranean on daily basis Petroleum products Mediterranean on daily basis.

Market Disruption : Means that (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;


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(d) The temporary or permanent closing of any exchange acting as the price index; or

(e) A material change in the formula for or the method of determining the price index.

International Independent : SGS-Societe Generale de Surveillance # or

Laboratory/any International recognized surveyors.CLAUSE 1 - SCOPE OF THE CONTRACT:

1.1 The seller has sold and the Buyer has bought on the basis of FOB Rotterdam, the Commodity herein specified, having a minimum Guaranteed Specifications as per the Russian “GOST” official Standard and delivered in uniform lots during the term of this Contract.

CLAUSE 2 - COMMODITY:2.1 RUSSIAN GAS OIL L0.2-62 , GOST 305-82 Specifications, as per

ANNEX “A” and having the contractual minimum Guaranteed Specifications as per the Russian “GOST” official Standard herewith attached as an integral part of this Contract.

CLAUSE 3 – QUANTITY 3.1 The Monthly Delivery is 2,000,000 Metric Tons (Two Million Metric tons

) The Total contractual quantity of The Commodity sold and purchased under this Contract is 24,000,000 (Twenty Four Million Metric Tons) metric tons delivered during the Twelve(12) consecutive calendar months following the effective date of this Contract,

3.2 In each month during the term, 2,000,000 (Two Million Metric tons) metric tons with a variation of plus and minus 5% (five percent) at Seller’s option will be delivered in accordance with the agreed Delivery Schedule as per “ANNEX B” and pursuant to Clause 4 of this Contract. This monthly supply will be repeated for Twelve (12) consecutive calendar months as provided in Clause 4. The total accrued quantity/amount of individual deliveries shipped per month shall be referred to herein as a


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“Monthly Lot” and at the Buyer’s option these may be paid for on a per individual shipment basis or on a Monthly Lot basis.

3.3 The Contract to supply the Commodity is allocated in the Contract number 0001/ SCM/FOB/24MMT/2010/ SCM/FOB/24MMT/2010 and the validity of the allocation assignment as stated above is subject to the acceptance of the Buyer’s banking instruments by the Seller’s nominated bank.

3.4 The actual quantity of each shipment of the Commodity shall be assessed by the “SGS” surveyor or its equivalent at the loading terminal on completion of each loading and at the discharging terminal on completion of each unloading operations, on the basis of shore and ship figures, or as otherwise stipulated by clause 9.1 of this Contract. This assessed quantity shall be used for computing the amount to be paid by the Buyer to the Seller.

CLAUSE 4 – DELIVERY

4.1 The duration of this Contract is for a period of Twelve (12) consecutive calendar months under the following terms and conditions with possible Rollovers and Extensions up to 24 (twenty four) calendar months if required by the Buyer.

4.1.1 The first delivery shall FOB Rotterdam. Upon Positive Verification, Authentication, and Validation of the Payment Instrument irrevocable, confirmed, non-transferable, divisible documentary letter of credit (RDLC) following delivery of the FULL POP as per clause 8 the deliveries shall be as per the Delivery Schedule ANNEX“B”.

4.1.2 The time period of this Contract shall commence to count from the date of Confirmation, Validation, Authentication and acceptance of the Buyer’s Bank Instrument as per Clause 8.9

4.1.3 The time period for delivery of each Monthly Lot shall terminate upon inspection of the last unloading for that month at the Seller’s loading terminal. Seller shall ensure that the Commodity Manifest is issued in accordance with good standard practice followed at the Loading Terminal at the time of loading the Commodity and that the Commodity Manifest is forthwith delivered to the Buyer. Save for fraud or manifest error, the said Commodity Manifest shall be conclusive and binding on both Parties. The figures of the certificate of quantity as stated in such Commodity Manifest and confirmed by SGS at the unloading terminal shall be used by Seller in the preparation of invoices and the Buyer shall be obliged to pay the invoiced amount based on such figures. If there is any difference on quantity against the SGS survey report at the destination unloading


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terminal such difference will be forming part to be amended in next shipment or to be altered from the commercial invoice payable by the Buyer’s Bank with full consent and approval from both Parties or their representatives.

4.2 In accordance with the provisions of Clause 3 or as otherwise agreed between the Seller and the Buyer, the monthly quantity shall be delivered hereunder as accruals of individual shipments effected within a given month provided that these Monthly Lots shall be at the minimum 1,000,000 to 2,000,000 metric tons, thus satisfying the ‘Monthly Lot’ requirement.

4.3 The Seller to notify the Buyer of the chartered ship’s particulars (general dimensions, cargo system arrangement, maximum unloading capacity rate, cargo tanks capacity at 98% full, manifold sizes and reducers available onboard). The information must be provided to the Buyer at least three (3) international banking days prior to the nomination of ships by the Seller. The Seller’s nominated ships must be accepted by the Buyer and such acceptance shall not be unreasonably withheld

4.4 The Seller shall ensure timely arrival of the ships at the Loading Port Terminal in conformity with the approved Delivery Schedule as “Annex B”.

4.5 The ships shall in all respects meet port rules and regulations in term of seaworthiness, fire and common safety ballasting operations, and discharging rates. The chartered ship shall comply with the three (3) major Oil Company’s requirements and shall be TOVALOP / PANDI registered. Subject to Clause 14, all damages caused by non compliance with such rules and regulations shall be borne by SELLER.

4.6 Transshipment is not allowed and partial shipment is allowed.

SAFE BERTH AND UTILISATION4.7.1. BUYER shall provide or cause to be provided, free of charge, a berth or

Berths which ship can safely reach and leave and at which can lie and Unload always safely afloat.

4.7.2 For the unloading of each ship hereunder, BUYER shall provide free of Charge a discharge berth for nominated ship with sufficient depth to allow the ship when fully laden to proceed thereto, lie there at, and discharge the products and depart from, always safely afloat.

4.7.3 BUYER may require a ship to shift berth, in which case the risks of Liability (including environmental pollution) and costs of shifting berth shall be on


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the account of BUYER and the shifting time shall be counted as used lay time.

4.74 Unless otherwise specifically agreed, lightering shall not be emitted. Any lightering shall be at the sole expense of BUYER and BUYER shall assume all risks of liability, including, but not limited to, environmental pollution. All time used in such lightering together with any consequential delay, shall count as used lay time, or if the ship is on demurrage, as time in demurrage, as provided by the SELLER.

4.7.5 SELLER warrants that ship shall comply with all applicable rules, regulation and direction of Governmental, local authorities, of the Loading terminal and of the unloading terminal.

4.7.6 SELLER shall arrange to have ships loaded as expeditiously as possible. BUYER shall at its own expense provide or cause to be provided all neces-sary flexible hoses, connection, pipelines, tank facilities and any other equipment or facilities necessary for the safe efficient discharge of the Products from the ship.

CLAUSE 5 - QUALITY:5.1 For the full duration of this Contract the Seller guarantees that the quality

of the product sold and purchased will conform to the guaranteed specifications RUSSIAN GAS OIL L0.2-62 , GOST 305-82 Specifications, as per ANNEX “A”

CLAUSE 6 - PRICE:6.1 The agreed price between SELLER and BUYER is based on Price

Discount Platt`s Rotterdam U$ 70 MT gross / U$ 50/MT net per Metric Ton. Shipment of 2,000,000 MT per month, on FOB Rotterdam. The Buyer shall determine in the Contract and if the port is changed, the Buyer must inform the Seller at least twenty-one (21) calendar days notice.

6.3 The Parties shall decide on which port the Port of Loading is to be and set it down in this Contract and, thereafter, if the port is changed the BUYER must inform the SELLER with at least twenty-one (21) calendar days’ notice.

CLAUSE 7 - PAYMENT:7.1 Payment – One month’s supply value of irrevocable, confirmed,

divisible, revolving non - transferable documentary letter of credit payable in 45 days. All bank charges in country for buyer’s account and outside for seller’s account.. This letter of credit shall be automatically revolving to the next month after payment for the Goods


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being made by Swift/Telegraphic Transfer within three (3) International Banking days after issuance and sending of the documents as defined in the contract clause 7.5. The issued letter of credit will be validated for at least One Year and One Month with Rolls and extensions.

7.2 Seller’s invoice will be based on the independent international surveyor’s certificate of quantity at loading and unloading seaport.

7.3 All invoices shall be paid without offset, counterclaim or deduction at sight after completion of discharge, upon presentation of the document listed in Clause 7.5.

7.4 If payment due date falls on a banking holiday then payment shall be made on or after the nearest preceding business day to the due date.

7.5 Settlement for any month’s shipment shall be made against presentation of the following documents:-

7.5.1 Beneficiary’s signed commercial invoice in triplicate covering the Commodity cost based on the weight/tonnage indicated in the Bill of Lading.

7.5.2 Full set of 3/3 original and 4 non-negotiable copies “Clean on Board” marine Bill of Lading, endorsed “FREIGHT PAYABLE AS PER CHARTER PARTY”, issued or endorsed to the order of BUYER, signed by Captain or shipping agent and indicating the following:

7.5.2.1 Quantity in metric ton and/or Cubic Meter (M3).7.5.2.2 Port of Loading.7.5.2.3 Product descriptions: -

RUSSIAN GAS OIL L0.2-62, GOST 305-82 Specifications, as per ANNEX “A”.

7.5.3 Certificate of Quality, issued or signed by the independent international surveyor (“SGS” or equivalent) at the port of loading, quality conformity to specifications, as per the RUSSIAN GAS OIL L0.2-62 , GOST 305-82 stipulated in ANNEX “A” hereto.

7.5.4 Certificate of Quantity, issued or signed by independent international surveyor (“SGS” or equivalent) at the port of loading and unloading, indicating the quantity in metric tons and/or cubic meters.

7.5.5 Certificate of Origin, issued or signed by the Chamber of Commerce or Customs Authorities specifying the country of origin of the Commodity. 7.6 If in the SELLER’S reasonable judgment, the BUYER’S financial capability

has become impaired or unsatisfactory, and after a suitable warning, the SELLER may call upon the letter of credit. The SELLER may then


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terminate the Contract and shall be entitled to the remedies set forth in Clause “18.

7.7 Under this agreement, the Buyer may opt to effect payment for the goods by Swift/Telegraphic Transfer either on a per Shipment basis or on a per Monthly Lot basis, provided that payment is in compliance with the period of grace allowed for payment under the terms of this contract. In the event that the payment of any consignment is not made duly in accordance with this contract, Seller has the right to draw down the letter of credit and to terminate the contract.

CLAUSE 8: PROCEDURES NON NEGOTIABLE

8.1 SUNRISE CAPITAL MANAGEMENT approves and issues draft Contract with the NCND/IMFPA to Buyer which is open for amendments.

8.2 Buyer returns countersigned contract to SURISE CAPITAL MANAGEMENT.

8.3 Bank Buyer receives the contract signed by the parties. On the basis of the signed draft contract Buyer Bank issue BRL to addressed SCM and Gazprom, FCO, and confirm NCND and IMFPA.

8.4 Both parties exchange hard copies of the signed contract and Lodge con-tracts

with their respective banks.8.6 Seller issues FULL POP to Buyer8.7 Buyer’s bank issues an 100% CONFIRMED, NON-TRANSFERABLE, DIVISIBLE DOCUMENTARY LETTER OF CREDIT to Seller’s bank with LC validity of 45 days All bank charges in country for buyer’s account and outside for seller’s account.8.8 FULL POP to Buyer to include: (See Annex E) A: SGS report of quality and quantity. B: Dip Test Authorization letter. C: Tank Receipt for immediate lift able quantity. D: Copy of license to export, issued by the department of the ministry of

energy. E: Copy of approval to export, issued by the department of the ministry

of justice. F: Copy of statement of availability of the product. G: Copy of the refinery commitment to produce the product. H: Copy of Transneft contract to transport the product to the port. I: Copy of the port storage agreement.


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J: Copy of charter party agreement(s) to transport the product to discharge

port. Bill of Lading. 8.9 Delivery commences as scheduled. Buyer releases payment to SANRISE

CAPITAL MANAGEMENT Bank 100% irrevocable, confirmed, non-transferable documentary Letter of credit payable in 45 day. All bank charges for buyer’s account and outside For seller’s account.

The SGS inspection will be borne by HAUSSMANN TRUST TRADING FZE at the loading port and Buyer at the unloading port.

CLAUSE 9 - INSPECTION - QUANTITY / QUALITY DETERMINATION:9.1 Seller and Buyer shall mutually appoint an internationally recognized first

class independent international survey company at both the loading port and unloading port to assess and certify the quality and quantity of the cargo according to the provisions herein stated. The Seller will pay the total inspection fee, as per the Surveyor's invoice at the loading port and buyer’s will pay at the unloading port.

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, at all times, shall strictly comply with the revised ASTM International Standards and Procedures enforced at the date of compliance.

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 company’s assessment at the loading terminal and/or unloading terminal, absent of fraud or manifest error, shall be final and binding on Parties incurred.

9.5 The quantity & quality of each shipment of oil shall be assessed, by the surveyor at the loading port on completion of each loading operation, on the basis of shore figures, or as otherwise stipulated by Clause 3 of the 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 in the contract. The formula to compute the value of each single batch, as follows:

BV=P*Q Where: BV: denotes the value of the full contract batchQ: denotes the quantity, of the single loaded batch


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P: denotes the price obtained 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 discharge 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 may have a representative present to witness all measurements and tests.

9.8 Arbitration Samples: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 procedure currently accepted at port loading. Samples thus taken shall be thoroughly mixed, put into labeled bottles and sealed.

9.8.2 One part of samples filled into properly labeled bottles and sealed by Seller or it’s appointed representative, is to be place on board the tanker under the care of Captain for delivery to Buyer to its appointed representative at the unloading terminal.

9.8.3 The taken samples shall be considered as the only samples for arbitration. If loading was made under the observance of the independent surveyor/SGS or equivalent, samples taken by this surveyor shall be considered as arbitration samples.

9.8.4 Both parties shall keep these samples within the duration of this contract and in case of claims, until moment of settlement.

CLAUSE 10 - INSURANCE:10.1 The Buyer, 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 Insurance Policy will cover all risks of loss or damage to said cargo, including war, hijacking, explosion etc. from the time the cargo has passed the ship's manifold at the loading port until arrival at port of destination.

CLAUSE 11 – BREACH AND SANCTIONS:


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11.1 In case SELLER delays loading of the Goods according to the delivery schedule agreed and authorized by both Parties (Annex “B”), the SELLER have to pay a penalty to the BUYER at rate of 0.5% for each day delayed loading but the total penalty may not be more than 5%.

11.2 In case BUYER delays payment of the Goods as per Clause 7 “the payment” agreed by both Parties, the BUYER have to pay penalty to the SELLER at rate 0.1% for each day delayed but the total may not be more than 5% of unpaid amount.

11.3 Buyer warrants that product will not be traded directly or indirectly to countries prohibited by the United Nations.

11.4 Subject to Clause 15 herein, in the event of failure by the Seller or Buyer to comply with any of the obligation assumed under this contract, shall entitle the other party, without prejudice to any other or recourses available to it, to consider such failure as 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.

CLAUSE 12 - CLAIMS:12.1 Any claims that either party may have against the other Party, other than

demurrage Claims must be submitted to the other Party within a period of four (4) weeks from the date of the event giving rise to such claim, along with supporting documentation reasonably requested by the other Party. All claims will have right to apply for arbitration.

12.2 The claims on demurrage should be submitted to the Seller within thirty (30) calendar days from the date of the Bill of Lading, otherwise the claim will be considered void and shall be rejected. The demurrage shall be considered and paid within fifteen (15) calendar days from the date of receipt from the Buyer of all documents, confirming the given claim. The Buyer shall present the claim comprising of the following documents, copy versions of which shall be deemed acceptable:-

12.2.1 Statement of facts12.2.2 Notices of Readiness12.2.3 Two copies bill of Lading12.2.4 Act of passage through the quantity meter12.2.5 And any related / relevant document signed by authorized

persons.


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12.2.6 Those document if required by the Buyer must be issued by the person or authority in charge within 48 banking hours to the Buyer; otherwise a simple notification in writing to Seller by Buyer will be enough to consider the missing of such document on claim to be presented.

12.3 All Claims will be submitted in writing, include supporting documentation requested by the other Party, and both parties agree to acknowledge such claims by written acceptance. 12.4 In the event the SELLER shall fail to correct, in a timely manner, any breach of its obligation here under payment equivalent to NOT more than the sum to claim damages for cause, and receive payment equal to NOT more than the sum equivalent to the amount of the Payment Guarantee if compensated and acceptable to the Buyer, otherwise the Buyer will be free to claim for compensation through the Court in London.

CLAUSE 13 - TAXES OBLIGATIONS AND IMPORTS:13.1 SELLER shall pay all and any taxes, duties related to the performance of

this Contract and collected up to and at the nominated Loading Port Terminal.

13.2 BUYER shall pay all taxes, duties related to the performance of this Contract and collected beyond the nominated Loading Port.

13.3 BUYER shall be the importer for record at unloading Port Terminal and to be responsible for any Taxes duties, imports, charges, fees and dues of every description and howsoever designated attributable or related to importation of the Commodity which may be imposed.

CLAUSE 14 - LIABILITY EXEMPTIONS DUE TO FORCE MAJEURE.14.1 All rules of the International Chamber of Commerce, Paris for force

majored circumstance shall apply to this contract. 14.2 Neither one of the Parties shall be responsible for full or partial non-

performance of their obligations under the present Contract, if such non-performance is a result of force majeure circumstances, such as: fire, flood, adverse weather, strikes, war (announced and not-announced), disorder, perils of embargo, destruction of the materials, delays due to the breakdown of the ship, wreck, restrictions entered by the government authority/ies (including protectionism, quota introduction and price control) or any event, occurrence or circumstances beyond the Parties control raised out after the conclusion of the Contract.

14.3 If any of the above-mentioned circumstances directly affect fulfillment of the obligations during the period determined by the present Contract, the


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term for obligations fulfillment will increase accordingly to the duration of force majeure circumstances. No reduction or suspension in the deliveries or receipt of the Commodity due to any of the above-mentioned circumstances shall extend the term of this Contract or terminate the same.

14.4 However, in case force majeure circumstances exist for more than thirty (30) days, the Parties shall have right to cancel the present Contract partially or completely, without prejudice to any sums owing by either Party to another Party for performance rendered hereunder.

14.5 Any party claiming excuse by reason of force majeure shall deliver prompt written notice to the other Party of the events or circumstances and the expected duration of the excuse. A certificate issued in original by a competent recognized authority shall be deemed as sufficient proof for the claim of force majeure and for its duration. If one of the prejudiced Party is considering not comfortable with such document, he is free to intervene for compensation and to claim through the Court in London, United Kingdom.

CLAUSE 15 - APPLICABLE LAW15.1 The validity, interpretation of performance of this Contract shall be

governed and adjudicated in accordance with the law in England through the court of London (United Kingdom).

15.2 If a dispute arises out of or relates to this contract, or breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the English Arbitration Association before resorting to arbitration, litigation, or some other dispute resolution procedure.

15.3 Notwithstanding anything to the contrary in any other provision hereof, this Contract shall not be interpreted or applied so as to require either Party to do, or to refrain from doing, anything that would constitute a violation of English Laws and Regulations in the United Kingdom, including, but not limited to laws or regulations restricting participation in or compliance with certain foreign boycotts, directly or indirectly, as contained in English Export Administration, as amended. The Parties agree to cooperate and conduct their businesses pursuant to this Contract in such a manner so as to ensure that neither Party nor any of its affiliates is placed in a position of noncompliance laws and regulations, including but not limited to, any reporting requirement English Laws and regulations.

CLAUSE 16 - ARBITRATION


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16.1 All disputes arising in connection with the present contract shall be settled in an amicable way firstly. Should the parties reach no agreement, and then with one or more arbitrators appointed in accordance with the said Rules shall bring the case for final settlement under the rules of Conciliation and Arbitration of the International Chamber of Commerce in GENEVA, SWITZERLAND.

16.2 Each party shall appoint one court. Nothing in the agreement shall be construed to prevent any Court having jurisdiction from issuing injunctions, attachment orders or orders for other similar relief in aid of any arbitration commenced by the Arbitrator(s) may be entered in any Court having jurisdiction hereof.

16.3 Neither party shall fail to comply in a timely way with the obligation of this part to be performed in pursuant to this contract even though a dispute may have been arisen and preceded into arbitration.

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

CLAUSE 17 - SPECIAL CONDITIONS17.1 Buyer and Seller warrant to each other that they have exerted and shall

continue to exert their best efforts to avoid any action, which might be detrimental to one another’s interest in the negotiation, execution and performance of this contract.

17.2 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.

17.3 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 submit their written request to the other party no later than one (1) month prior to the termination of this contract.17.3.1 The Seller will negotiate his due Credit, from LC, for each delivered

batch on either a per shipment or per Monthly Lot basis, at the Buyer’s option, against presentation of the following Documents:

3/3 Bill of Lading (Original)

3/3 Commercial Invoice (Original)

3/3 Packing List

3/3 Certificate of Origin (one original)


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3/3 Certificates of Quantity and Quality by SGS/CIQ

1/2 Insurance Policy / Certificate (one original)

1/1 Certificate for Export from the Russian Ministry of Energy & Jus-tice.

CLAUSE 18: LAY CAN, LAY TIME & DEMURRAGES18.1 LAY CAN18.1.1 Seller and Buyer hereby agree that the first monthly delivery

schedule specifying the lay cans at both designated load port(s) shall be agreed upon within Five (5) working days after acceptance date of the letter of credit. The Seller designated loading terminal(s) shall officially confirm, directly to the Buyer, the delivery schedule and related lay cans.

18.1.2 Every Fifteen (15th) day of the Third (3rd) month of the current quarter the next quarterly delivery schedule shall be agreed upon by both parties.

181.3Lay cans at Buyer’s designated discharge port(s) are the Buyer’s responsibility (and should be fixed within a Five (5) days range).

19.2 LAYTIME:19.2.1 Seller warrants that nominated ship(s) will be allowed to load her

cargo within a reasonable time base on the size of the ship.19.3 DEMURRAGE:19.3.1 Demurrages at loading ports are paid by Seller to Shipper, at sight

and at first and simple written request. Demurrages outside the loading ports are paid by Buyer to Shipper, at sight and at first and simple written request.

19.3.2 Demurrages amount shall be computed at the Chartered Party rate. For this purpose, Seller shall provide the Buyer with a copy of the Charter Party or other’s document related with shipment.

19.3.3 Demurrages will be based on daily rate or pro-rate thereof19.3.4 If the vessel arrives at the unloading terminal ahead of the range of

days in accordance with clause 18.1.3, such notice shall only be effective as from 00.01 hours on the first of these days, unless the unloading terminal will use its best efforts to minimize the delay of unloading.

19.3.5 In the case of a vessel arriving later that the range of days accepted, the delivery terminal would use its best efforts to minimize the delay to


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unloading. However, in such case, lay time will only start to count upon being all in berth.

CLAUSE 19 - LETTER OF INDEMNITY: 19.1 In case the Seller is not able to deliver to the Buyer in due time the set of

original bills of lading of each cargo's batch, the Seller then has to provide the Buyer with a hard-copy of letter of indemnity to temporarily missing bills of lading.

19.2 Wording of this letter of indemnity will be acceptable to the Buyer and shall cease to have effect upon presentation of the original bills of lading.

19.3 In the event of unusual circumstances, which prevent the Seller from pre-senting to the Buyer the original bills of lading within in a sixty (60) days period the Seller agrees to provide the Buyer and the Buyer agree to ac-cept a second and subsequent letter of indemnity covering the cargo batch in question.

CLAUSE 20 - ASSIGNMENT20.1 The 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, express indicating thereon the assignee's address. The assigning party must have written permission from the assigned party approving the new partner.

CLAUSE 21 - GENERAL21.1 This agreement and the attached IMFPA 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.

21.2 This agreement may be executed simultaneously in Two (2) or more counterparts, each of which shall be deemed to be an original.

21.3 The article and other headings in this agreement are for convenience only and shall not be interpreted in any way to limit or change the subject matter of this agreement.

21.4 All signed appendices, annexes and supplements shall constitute an integral part of the present contract.

21.5 With the exception of causes specifically mentioned in the present contract, neither party may be held liable for indirect limited losses resulting from nonperformance of the obligations hereunder.


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21.6 Conditions that have not been specified in the present contract shall be governed by INCOTERMS and subsequent amendments related to FOB basis at discharge ports.

21.7 EDT (Electronic Document Transmission) shall be deemed to be valid and enforceable in respect of the provision of this contract. Either party shall be in a position to request a hard copy of any previous electronic transmitted document.

21.8 Grammatical mistakes, typing errors, if any, shall not be regarded as contradictions.

21.9 Any information contained herein shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way.

CLAUSE 22 - PARTIES LEGAL ADDRESSES

SELLER:

SUNRISE CAPITAL MANAGEMENT

SUITE 14, WEST END LANE,WEST HAMPSTEAD, LONDON NW6 2 LG. United Kingdom Mr. Takmakov E.V. Director+38 095 4620328 / +35 92 8462889 [email protected]

BUYER:


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CLAUSE 23 -BANKING DETAILS.

SELLER FINANSIAL OPERATOR “TRADEX ALLIANCE LTD”BANKING DETAIL:Bank's Name : Marfin Popular Bank Public Co. Ltd. Address : Limassol, Cyprus IBANAccount № : CY85 0030 0179 0000 0179 3226 2974 Bank Officer : ANNA IOANDUSwift Code : LIKICY2N120 Tel No : +357 258 122 42

BUYER BANKING DETAIL: Bank Name : Address : Account Number : Account Name : Bank Swift Code :Bank Officer : Tel No : Fax No : CLAUSE 24 – CONCLUSIONIN WITNESS WHEREOF the parties hereto have set their hands and seal the day and the year set out in this Agreement.

CLAUSE 25 – PERFORMANCE BOND (PB)

25.1 The Seller’s bank, in accordance with the provisions set out, will post into the beneficiary’s bank account nominated by the Buyer, a Performance Bond to cover the 1%(one percent) IRREVOCABLE TRANSFERABLE

25.2 The format of the performance Bond shall be in accordance with the latest ICC URDG458(International chamber of commerce uniform rules for demand guarantee) as per “AnnexD”.


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25.3 In the event of Non–performance by the Seller, the Seller’s PB will be called up by the Buyer and the Seller will instruct his bank to issue a new PB (based on 1%of within a period of 24 (twenty–four) hours having the same tenor as the previous one. Should this be the case, all future payments due by Buyer will be suspended until such a time that the new PB has been placed

SIGNED and delivered by and on behalf of: SELLER

In the presence of: SUNRISE CAPITAL MANAGEMENTNAME: MR TAKMAKOV EVGENIYPASSPORT NO: EK 837223COUNTRY: UKRAINESeptember 23, 2010

SIGNED and delivered by and on behalf of: BUYER

In the presence of: NAME: PASSPORT NO:

COUNTRY:

ANNEX “A “The Parties [The Seller and the Buyer] hereby have agreed on the following


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“SPECIFICATION OF THE PRODUCT”: GASOIL D2 L 02/62 GOST 30582

RUSSIAN GAS OIL D2 GOST 305-82COMPONENT UNIT MIN MAXDensity@ 20 deg C Kg / mі 0.870Colour 2.0Flash point, PMCC Deg C (°C) 57 62Kinematic viscosity @20 deg C

C ST 3.0 6.0

Pour point Deg C (°C) (*) -10.0Cloud point Deg C (°C) (*) -5.0Mercaptan sulphur 0.01Acidity, mg / 1000 cmі 5Iodine number g/100g 6Ash %wt 0.01Total Sulphur %wt 0.02 0.05Copper corrosion 3hrs@50 deg C (typical) 1 ACCR on 10% Residues %wt 0.20Cetane index 45 Distillation range :- 50% Recovered Volume deg C (°C) 280- 90% Recovered Volume deg C (°C 360

- Bacteria MBC Fibre / it 500- Bacteria CFU Fibre / it 1000

- Bacteria MBC Fibre / it 500- Bacteria CFU Fibre / it 1000

Summer from March to October (PP – 5.0 degrees C) Summer from March to October (CP – 0.0 degrees C) Winter from November to February (PP – 10.0 degrees C) Winter from November to February (CP – 5.0 degrees C)

ANNEX "B"

“SHIPPING SCHEDULE”


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CONTRACT NO: 0001/ SCM/FOB/24MMT/20100001/ SCM/FOB/24MMT/2010TENTATIVE DELIVERY SCHEDULE

MONTH YEAR QUANTITY MT

OCTOBER 2010 2.000.000

NOVEMBER 2010 2.000.000

DECEMBER 2010 2.000.000

JANUARY 2011 2.000.000

FEBRUARY 2011 2.000.000

MARCH 2011 2.000.000

APRIL 2011 2.000.000

MAY 2011 2.000.000

JUNY 2011 2.000.000

JULY 2011 2.000.000

AUGUST 2011 2.000.000

SEPTEMBER 2011 2.000.000

TOTAL 24.000.000 MT

ANNEX “C “

LIST OF DOCUMENTS TO BE PROVIDED AS/WITH PROOF OF PRODUCT


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The following documents shall be provided by the Seller to the Buyer on BOTH an EDT basis AND delivered on Bank to Bank basis.

1. Copy of License to export issued by the Russian Ministry of Energy.2. Copy of Approval to export issued by the Russian Ministry of Justice.3. Copy of Statement of availability of the Product, RESOURCES CERTIFICATE. 4. Copy of the Refinery commitment to produce the Commodity.5. Copy of Charter Party Agreement to transport the Commodity to the Discharge

Terminal.6. Copy of the production or processing contract, showing the Exporter of Records

has current valid contract with refinery for production of gas oil or has current valid supply crude oil contract to the refinery for process into gas oil, whichever is appropriate to this Contract.

7. Copy of the Transneft Transport Contract used for transporting the Commodity to the Loading Terminal.

8. Copy of storage and loading Contract for holding the Commodity at the Loading Terminal.

9. SGS report of quality and quantity. 10. Dip Test Authorization letter.11. Tank Receipt for immediate lift able quantity.

ANNEX „D „


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Ref. ICPO /GAZPROM № ___________From "___" XXXX 2010

SUNRISE CAPITAL MANAGEMENT VIA “GAZPROM”

To Mister Milleru A.B.

BANK REFERENCE LETTER

We, XXXXXX on behalf of Chairman of Board of bank (the name of bank) _____________________________________ we confirm solvency of ///////// OF SUNRISE CAPITAL MANAGEMENT ref: contract NO: 0001/SCM/FOB/24MMT/2010 existing between our client and SUNRISE CAPITAL MANAGEMENT. Also we render all-round financial services in the name of the company Support in maintenance irrevocable of the corporate order № ___________ from «___» XXXXXX 2010 at the conclusion the specified company of the contract on purchase - sale of the goods Diesel oil D2 L-02-62.

Buyers Banking CoordinateBank: Branch:Address: Account name: AccountSWIFT: Phone: E-mail

Bank Officer: __________________ Signature

The head of bank __________________ Signature
