Liability Company «Polar Lights Company»




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НазваниеLiability Company «Polar Lights Company»
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OIL SALE CONTRACT No.____-11/N


“___” _______ 2011 Moscow
Limited Liability Company «Polar Lights Company», hereinafter referred to as «the Seller», represented by the General Director BaudinKh.Khamidov acting in accordance with the Chapter and Deputy General Director Oddvar E.Hanssen, acting in accordance with the Charter, on the one hand, and _____________ hereinafter referred to as «the Buyer», represented by the _________________, acting in accordance with the Charter on the other hand, have concluded the following Contract.
This Contract specifies the relations between the parties occured in the execution of transactions at the trading sessions conducted by ZAO “Saint-Petersburg International Mercantile Exchange” (hereinafter “Exchange or ZAO “SPIME”) with participation of the clearing company ZAO “Settlement Depositary Company” (hereinafter “Clearing Organization” or SDC) in accordance with SPIME’s Rules of Exchange Trade in the Oil Section (hereinafter “Trading Rules”), the Specifications of Exchange Commodity for SPIME’s Oil Section (“Specifications”), other SPIME’s internal regulations that govern the activities of SPIME’s Oil Section and SDC’s Regulations for Clearing Activities Involving Real Commodities (hereinafter “Clearing Regulations”).

^ 1. SUBJECT OF THE CONTRACT

1.1. The Seller shall sell from its own resources, and the Buyer shall buy _______ (__________) metric tones of crude oil (hereinafter «oil») in _________ of 2011 with further delivery to OAO “Slavneft - Jroslavnefteorgsyntez”.

1.2 The Buyer shall accept and pay for the Seller’s oil in accordance with terms and conditions of this Contract.
1.3 The quality of oil shall comply with the requrements of GOST R 51858-2002 «Oil.General Technical Conditions». The compliance of oil with the contract specification shall be confirmed with the passport of quality formalized by the authorized representative of the Seller.

1.4 The Seller, acting for a fee, and on its own behalf and the Buyer’s cost and expense, shall render agency services on organization of oil transportation (including, where applicable, organization of transportation, dispatching, pumping, transshipment) of the oil volume sold to the Buyer hereunder from UUN-NPS “Usa” metering station to the final destinaton as shown in the routing order, in accordance with Agreement No. 0011317 dated December 15, 2010 between the Seller and Transneft.


^ 2. PROCEDURE FOR CONTRACT EXECUTION

2.1 Not later than the next work day after the execution of the transaction at the Exchange, the Buyer shall furnish to the Seller notarized copies of the founding documents and the Client’s Card, unless such documents have already been furnished to the Seller by the Buyer.

2.2 The Buyer shall return signed copies of the Contract to the Seller not later than the work day following the day of receipt of the aforementioned document.

2.3 Not later than the second (2nd) work day after the date of Execution of the Transaction at the Exchange, the Buyer shall cause the refinery’s Confirmation of readiness to accept the goods to be issued and dispatched to OAO AK Transneft, and a copy of the Confirmation of Acceptance of the Goods to be dispatched to the Seller. Not later than the third (3rd) work day after the date of Execution of the Transaction at the Exchange, the Seller shall cause the Order for Transportation of Goods (oil shipment) to be issued and dispatched to OAO AK Transneft. Not later than the next work day after the date of receipt of the Payment Order from OAO AK Transneft, the Seller shall dispatch a copy of the Payment Order to the Buyer.

2.4 The Seller shall notify the Clearing Organization of the payment made by the Buyer under the Payment Order (transportation costs) and of receipt of a copy of the refinery’s Confirmation for each transaction (as per the form indicated in the Specifications) on the next work day after receipt of the funds paid by the Buyer under the Payment Order, but not later than the work day following the Buyer’s Date of Transaction Security. In the event that the Buyer fails to make the payment under the Payment Order and/or to furnish a copy of the refinery’s Confirmation of readiness to accept the goods, the Seller shall notify the Clearing Organization not later than the work day following the Buyer’s Date of Transaction Security.

2.5 With regard to the transaction confirmed for shipment, the Clearing Organization shall unlock the funds of the Buyer’s security deposit in the amount of the Buyer’s requisition security rate multiplied by the volume of the transaction, following the procedure established by the internal regulations of the Clearing Organization.
On the parallel basis, the Clearing Organization shall develop the clearing participant’s obligations and claims report, which confirms the fulfillment of the monetary obligation by the Buyer or establishment by the Buyer of a security for such obligation via a bank guarantee. The aforementioned report shall be furnished by the Clearing Organization to the Seller and the Buyer as a Clearing Participant’s Summary Obligations and Claims Report.

On the same work day, with respect to those Transactions out of the general clearing pool that have been confirmed for shipment and for which the Seller has furnished the Notification of Payment under the Payment Order to the Clearing Organization and furnished a copy of the refinery’s Confirmation (hereinfter “Notification”), the Clearing Organization shall transfer the funds equal to the amount of the the Buyer’s full obligation under the transaction, including VAT, to the Seller’s account opened with one of the authorized payment organizations on the same work day (in the event that the Seller furnished the Notification to the Clearing Organization prior to 14:00 hrs Moscow time) or not later than the next work day ( in the event that the Seller furnished the Notification to the Clearing Organization after 14:00 hrs Moscow time).
2.6 Not later that the Seller’s Transaction Security Date, the Seller shall ensure that the Routing Cable is issued by OAO AK Transneft, which shall serve as proof of completion of the commodity shipment.

2.7 The Seller shall notify the Clearing Organization of the completion of shipment under a transaction not later than the work day following the Seller’s Transaction Security Date (the day on which the commodity has been turned over to the Buyer in full). For notification, the Seller shall use the form established Operational Regulations.
2.8 In the event that the Seller has furnished to the Clearing Organization the informationregarding the Buyer’s failure to make the payment under the Payment Order (transportation costs) or failure to furnish a copy of the refinery’s Confirmation, or in the event that the Clearing Organization deems the Buyer insolvent in the transaction in accordance with the Clearing Regulations, a penalty equal to the requisition security rate multiplied by the volume of the appropriate transaction shall be withheld from the Buyer. In the event of the payment of such penalty, the obligations of the Parties under the transaction shall be ceased. In the event that the Buyer waives his right to receive the penalty, the obligations of the Parties under the transaction may be terminated without the payment of the penalty. In that case, the Seller shall notify the Clearing Organization about his waiver of penalty in writing not later than the date of failure to complete the transaction.


2.9 In order to expedite the formalities related to the Shipment Contract (in the event that it is executed), the Exhibits and other documents provided for by the Specifications, the Seller and the Buyer agree that they aforementioned documents may be scanned transmitted via facsimile or email . Within one calendar month of completion of the shipment, the Seller shall forward the completed originals of the documents to the Buyer. Not later than 7 days of receipt o the originals from the Seller, the Buyer shall forward the completed documents to the Seller.

2.10 In the event that the parties fail to perform their obligations under the transactions executed at the Exchange and involving the commodities listed in the Specifications, or in the event that the parties perform their obligations inadequately, sanctions will be imposed per Trade Regulations, Clearing Regulations and the laws of the Russian Federation.

^ 3. DELIVERY AND ACCEPTANCE OF OIL

3.1 Oil shall be delivered by Seller by way of its delivery into the main pipeline system at (UUN)- NPS “Usa”.

The Seller shall deliver oil only if the Buyer has fulfilled its obligations stipulated in items 2.3, 4.1 and 4.2 hereof.

3.2 The transfer of oil to the Buyer shall be documented by signing of a delivery-acceptance act by authorized representatives of the Seller and the Buyer.
3.3 The right of the ownership with respect to oil and all associated risks shall transfer from the Seller to the Buyer on the date of the last delivery-acceptance act signed the authorized representative of Seller and OAO “SMN” at UUN-NPS “Usa”. The Seller’s obligation of the delivery of the whole volume of oil hereunder shall be upon the signing point of the above mentioned last delivery- acceptance act at UUN-NPS “Usa”.
3.4 The Seller shall ensure submission of confirmation of resources to OAO AK Transneft within one business day from the date, on which Buyer advises Seller of the route of delivery of oil shipment hereunder.
3.5 Within 2 work days from the date of signing this Contract the Buyer shall provide the Seller with the appointed refinery’s confirmation of acceptance of oil shipment.
3.6 The Buyer on the basis of Agreement No. 0011317 between the Seller and OAO AK Transneft, financial order and copy of OAO “AK “Transneft” payment instruction presenting by the Seller shall transfer directly to OAO “AK “Transneft” the payment for transportation of oil shipment hereunder.
In case of OAO “AK “Transneft” oil transportation tariff increasing the Buyer on the basis copy of OAO “AK “Transneft” additional payment instruction presenting by the Seller shall transfer directly to OAO “AK “Transneft” the payment for the difference of oil transportation cost.
3.7. Oil transportation losses shall be borne by the Buyer.

3.8.The Buyer shall bear all costs associated with oil, arising after the delivery of oil at UUN-NPS “Usa”.
3.9. In case AK Transneft does not have technical possibility to pump the volume of oil mentioned in this Contract within 5 days after the date of request for pumping, the Buyer shall have the right to cancel the Contract unilaterally using all adequate notification to inform the Buyer. The Seller will not have any responsibility before the Buyer in case of dissolution of the Contract.

^ 4. PRICE AND PAYMENT

4.1 The Buyer shall pay for the oil hereunder at the price of _______,__ rubles (_____________ rubles ___ kopeks) for one metric ton, including VAT.

The total value of oil hereunder shall be _______________ rubles ( ______________________ rubles) including VAT.

The Seller’s agency fee for the organization of transportation of ________ tons of oil shall be 11,800 (eleven thousand eight hundred) rubles including VAT.

The total amount payable to the Seller under this Contract shall be ___________ rubles (_______________ rubles) including VAT.
4.2 The payment for the transferred oil shall be made by the Buyer on the basis of the extract from the transaction registrar issued by ZAO SPIME to the Buyer based on the results of the trade session, and in accordance with the Specifications and the Clearing Regulations.

4.3 The Buyer’s obligations to effect a 100% pre-payment shall be deemed discharged on the date of the full receipt of the funds to the account of the Clearing Organization, as specified in Art.4.1 hereof.

4.4 The Buyer’s failure to comply with any of the requirements of Articles 2.3, 4.1 and 4.2 hereof shall lead to the consequences stipulated in the Clearing Regulationsa and the internal documents of ZAO SPIME. The Seller may terminate this Agreement unilaterally by sending the respective written notice to the Buyer. In the event of such termination occurring in the presence of the prepayment already effected by the Buyer, the Seller shall deliver the oil volume, which has been actually paid for, in accordance with the terms of this Contract, or shall return the overpaid money, without any interest, to the Buyer.

4.5.The Seller shall issue to the Buyer the closing invoices for the delivered oil and Seller’s agency fee following the execution of signing the respective oil transfer-acceptance act within first 5 business days of next month after delivery month.

The Buyer shall pay the Seller’s agency fee invoice within 3 banking days after receipt thereof.

4.6. The Seller shall issue an invoice for oil transportation services and OAO AK Transneft agency fee, as stipulated in article 2.6 hereof, on the basis of the respective invoices from OAO AK Transneft.
4.7. The Seller shall issue an invoice for advance payments for oil and oil transportation services within five (5) calendar days of the day of receipt funds on Seller’s account.
The Buyer shall be provide the Seller the copy of payment instructions with bank stamp of effecting payments within two (2) calendar days of payment.


^ 5. LIABILITIES AND SPECIAL CONDITIONS
5.1 All relations between the Parties not covered by this Contract shall be governed by the existing legislation of Russian Federation.
5.2 In the event of Seller’s breach of terms of delivery agreed herein, or failure to deliver the oil hereunder, the Seller shall pay the Buyer an interest in the amount of 0.1% (one tenth of one percent) of the value of such undelivered oil, for each day of delay of delivery, but in total not to exceed 8% of the total value of the contractual shipment of oil.


5.3 In the event that the the Buyer fails to perform any of the obligations stipulated Art. 3.5, 4.1 and 4.2 hereof, the Buyer shall pay the Seller a penalty of 5% (five percent) of the amount to be paid under the Clearing Regulations and ZAO SPIME Internal Regulations.
5.4 The Parties shall be obligated to ensure confidentiality of the commercial information related to the performance hereunder.
5.5. In the event of a failure to fulfill the obligations under this Contract the Parties shall bear liability in accordance with the existing legislation of the Russian Federation.
6. FORCE-MAJEURE

6.1 Neither of the Parties shall bear liability for non-fulfillment or improper fulfillment of their obligations under this Contract, in the event that such non-fulfillment or improper fulfillment has been caused by Force-Majeure circumstances, such as earthquakes, floods, fires and other acts of God, military actions, acts or omissions by the Government of RF, Ministry of Energy of the RF and other organizations controlling pipelines operations or performing such operations, and other circumstances beyond control of the parties, which prevent any of the parties from fulfillment of its respective obligations under this Contract, provided that such circumstances shall not include insolvency or inability to meet financial obligations.


6.2 Should any of the circumstances described in clause6.1 above arise, the time stipulated for fulfillment of obligations under this Contract shall be extended for the period equal to that during which such Force-Majeur circumstance will remain in force. If such force-majeure circumstances continue for more than 2 (two) months, either party shall have the right to terminate this Contract with serving an immediate notice thereof to the other party. In such case the parties shall be obligated to complete all financial settlements within 5 (five) banking days, begining on the date of such termination.

6.3 The Parties shall immediately notify each other in writing of the occurrence and cessation of Force-Majeure.
6.4 The proof of occurrence and duration of Force-Majeure shall be a document issued by a respective competent state body.


^ 7. APPLICABLE LAW AND ARBITRATION

7.1 This Contract shall be governed and construed in accordance with the laws of the Russian Federation.
7.2 Any disputes and controversies arising out of this Contract or in connection therewith, during the period of its validity or after its expiration, that cannot be settled through negotiations of the parties, shall be subject to arbitration by the International Commercial Arbitral Tribunal under the Chamber of Commerce and Industry of Russia pursuant to its Regulations and the Law «On International Commercial Arbitration» #5338-1 of July 7, 1993. The arbitral tribunal shall consist of three arbitrators – each Party shall appoint one arbitrator, and the two arbitrators so appointed shall, within 30 (thirty) days after the appointment of the second of the Parties’ appointed arbitrators, appoint a third arbitrator, who shall act as chairman of the tribunal. The arbitration shall be heard in the Russian language and the arbitrators shall render their award in the Russian language.


^ 8. TERM OF THE CONTRACT

8.1 This Contract shall be valid from the date of its signing until ______ of _______ 2011, and as concerns payments – until complete fulfillment by the Parties of their respective payment obligations hereunder.
9. MISCELLANEOUS

9.1 This Contract has been executed in two counterparts both in Russian and English languages. In the event of any conflict between the text in the English language and the text in the Russian language, the text will take precedence.
9.2 All additions and amendments to this Contract shall be made in writing and signed by both Parties.
9.3 Neither of the Parties shall have the right to assign its rights and/or obligations hereunder to a third party without a prior written consent of the other Party.

^ 10. LEGAL ADDRESSES AND BANKING INFORMATION
10.1 Seller

LLC «Polar Lights Company»

Legal address:

166746, Russian Federation, NAO, Khorey-Versky selsovet, Ardalin, Ardalinsky vakhtovy poselok.
Mailing address:

163000, Russian Federation,

Arkhangelsk, Pomorskaya St. 2/68

Tel.: (8182) 65-78-80

Fax: (8182) 65-78-81

Banking information:

ZAO KB CITIBANK Moscow, Gasheka St. 8-10. Tel.: (095) 725-1000, fax (095) 251-5582

BIK 044525202

INN 8300120014,

KPP 997150001

Code OKPO 10366713,

Code OKONH 11210,

Acc. 40702810600700531015,

Corr.acc.. 30101810300000000202,

10.2 Buyer
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