PROCEDURES LOI ICPO FOR BLCO TTO DAKAR - SENEGAL

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ICPO NUMBER: SFC – BLCO – TTO DAKAR SENEGAL PORT 2 OR 3 NAUTICAL MILES.

Irrevocable Corporate Purchase Order
We, xxxxxx and/or Assigns, legally represented by xxxx Managing Director / CEO, with full corporate authority and responsibility, hereby confirm our readiness and ability to purchase the following commodity, under penalty of perjury, and under the terms, conditions and procedures as set out below:

Product name: Bonny Light Crude Oil
Product origin: Nigeria
Quality: -See attached Spec Sheet.
Quantity: 10 million Barrels of BLCO in five vessels per month
Delivery: TTO Senegal Port
Inspection: Quality and Quantity inspection completed by SGS at Dakar – Senegal Port
Price: GROSS: US$ 12.00 / NET: US$ 9.00 per barrel /
COMMISSION: US$ 3.00 / SELLER SIDE: US$ 1.50 / BUYER SIDE: US$ 1.50(Closed)

TRANSACTION PROCEDURE:
Buyer issues LOI / ICPO including: Certificate of Incorporation of Company, Data Page Passport of Representative and CIS and Data Page passport of issuer of Instrument.
1. Seller issues SPA with CIS, Data Page Passport, Certificate of Incorporation, Buyer signs and returns with ATB/MNOR format and Inspector/Super Cargo Details. The electronic signed copy by both parties is considered legally binding and enforceable and must not be changed.



BANKING PROCESS/COMMUNICATION
2. Seller shall within Forty Eight (48) Hours after signing the SPA make payment of Refundable sum of US$250,000.00 (Two Hundred and Fifty Thousand U.S. Dollars) as Transaction Collateral Deposit to be paid into European Escrow Attorney Account nominated by Buyer. The Transaction Collateral Deposit will be reimbursed after delivery of first vessel.

3. Buyer’s Bank within Forty Eight (48) Hours on confirmation of receipt of Transaction Collateral Deposit by Buyer’s Nominated European Escrow Attorney, shall issue Pre – Advice (MT799) to Seller’s Bank Account confirming his readiness to accept buyer’s MT760 for 13 months of the contract.

4. Seller’s bank within Forty-Eight (48) Hours on receipt of Buyer’s Pre-Advice shall respond via Swift
MT799 readiness to receive SBLC Euros250,000,000.00 (Two Hundred and Fifty Million Euros.

5. Buyer’s Bank within Forty Eight (48) Hours following receipt of Seller’s Ready, Willing and Able MT799 readiness to receive SBLC. Shall issue a (Bank Guarantee/SBLC”MT760” according to Seller’s preferred verbiage from top 25 banks) in the sum of Euros250,000.000.00 Two Hundred and Fifty Million Euros for a One Year One Day validity by swift to Seller Nominated account.

SPECIAL NOTICE TO BOTH SELLER AND BUYER:
UPON CONFIRMATION BY SELLER BANK RECEIPT OF BUYER’S SBLC”MT760” IN THE SUM OF EUROS 250,000,000.00 TWO HUNDRED AND FIFTY MILLION EUROS BEING THE TRANSACTION COLLETRAL DEPOSIT, SELLER HAS 10 BANKING DAYS TO DELIVER FIRST VESSEL IN DAKAR - SENEGAL OTHERWISE SELLER FORFEITS THE TRANSACTION COLLATERAL DEPOSIT WITH THE ESCROW ATTORNEY THE SUM OF US$250,000.00 (TWO HUNDRED AND FIFTY THOUSAND U.S. DOLLARS) TO THE BUYER.
PENALTY CLAUSE
THIS TRANSACTION ATTRACTS US$ 2,000,000.00 TWO MILLION U.S. DOLLAR ON BOTH SELLER/BUYER SIDE IN THE EVENT OF NON-PERFORMANCE.

6. Within Five Banking days (5) Upon receipt and confirmation of Buyer’s Banking Instrument, Seller Shall Nominate Vessel And Load In Buyers Name, Prepares All The Cargo Documents And The Nominated Vessel’s One Way Voyage Charter Agreement To Buyers Port Of Dakar- Senegal.

Seller Shall Communicate To Buyer Relevant Shipping & Loading Documents/Details Of His Nominated Vessel And Release Same To Buyer For Verification And Confirmation, Such As;

A.) Bill Of Lading
B.) Certificate Of Quality
C.) Certificate Of Quantity
D.) Certificate Of Origin
E.) Masters Receipt For Samples
F.) Cargo Manifest
G.) Tanker Ullage Report
H.) Tanker Time Sheet
I.) Customs Clearance Certificate
J.) Charter Party Agreement For Nominating Vessel
K.) Q88 Of Chartered Vessel
L.) Authority To Sell (ATS).



7. Seller shall move the Landed Vessel to Dakar Safe Port in Senegal and upon arrival (2-3 NAUTICAL MILES) make announcement to port control on behalf of Buyer for further anchorage directives on VHF 14/16. The Captain Must Turn on his AIS Tracking Device To Enable Inspectors Track The Vessel Before Coming On Board.

8. Within Twenty – Four (24) hours. Buyer’s Shipping Agent verifies the announcement and obtains clearances from the Port Authority to enable the Captain position for boarding. Buyer secures a Tugboat for boarding the Inspection Crew.
9. Within Twenty – Four (24) hours, the Vessel’s Captain issues MATB and takes the Buyer’s Inspection Crew on-board the pregnant Vessel for the Quality and Quantity (Q and Q) analysis.
Buyer’s Supercargo And Inspectors Must Be Available And Come For Boarding Within 24 hours
After The Issuance Of The MATB Or As Stated By The Captain. Failure To Do So Will Amount To
A Fundamental Breach Of This Contract And Shall Attract US$2,000.000.00 (Two Million U.S.
Dollars) Penalty On Buyer side.

10. Upon confirmation of product, Inspector disembarks with Samples for the Quantity and Quality
(Q and Q) analysis while the Super Cargo remains on board the landed Vessel until completion of TTO
Captain issues ‘Attestation’. Copies of the Q & Q Report shall be sent to Buyer, Seller and Co-Seller.
Sellers introduce Buyer to Vessel handlers for vessel chartering conditions.

11. Seller shall submit to Buyer a Commercial Invoice with the Seller’s final banking details for receiving
final payment.

12. Within three (3) to four (4) banking days after receiving Seller’s Invoice, Buyer’s bank shall
release final payment in U.S. Dollars via SWIFT MT-103 Wire Transfer to Seller and
subsequent payment to Buyer/Seller’s Agents respective bank accounts in the manner
Instructed by the Invoice and/or Master Fee Protection Agreement under this agreement.

13. Upon receiving full payment, Seller renders to Buyer the Certificate of Ownership/Warranty of Tittle
in Buyer’s name . Seller and Intermediaries confirm full payment and Title transfer to Buyer. Vessel
departs to Buyer’s Port of Destination.

14. The delivery transaction is complete; The Buyer return the Collateral Deposit of US$250,000.00
(Two Hundred And Fifty Thousand U.S. Dollars) back to the Seller and Seller shall place 2%Performance
Bond against the SBLC for subsequent deliveries.