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TTO TRANSACTION CANARY ISLANDS @ $11/7

 (USA BUYER)

PROPRIETARY CONFIDENTIAL INFORMATION

Seller will provide Buyer with OFF-OPEC allocation details, POP & company profile.

Buyer sends LOI (with this procedure).

1. Seller issues identical Sales Purchase Agreement SPA to Buyer by email in word and PDF format. Buyer countersigns and seals the word format contract send it back to Seller in PDF format for Seller confirmation. Seller issues Buyer letter of acceptance for the SPA with vessel Q88 and returns completed signed and sealed SPA to Buyer. Seller and Buyer send their confirmed sealed SPA to their respective bank and pro forma invoice.

2. Seller nominate vessel and provides written authorization for Buyer to contact vessel owner/manager (commercial Operator of Seller vessel). Vessel manager/owner will verify NOR directly with terminal or Seller's vessel Captain and obtains confirmation of product (BLCO) allocation availability to Seller with nominated NNPC terminal. Vessel management confirms and informs Buyer and seller by email.

3. Seller moves vessel to terminal for loading, Buyer sign Pre-Charter CPA (CPA, Q88, ATL, and RECEIPT OF CHARTER AND/OR CERTIFICATE OF VESSEL OWNERSHIP) is sent by vessel management to Buyer and Seller. At completion of loading, Seller’s Bank sends Non-Negotiable copy of loaded cargo documents from NNPC (POP), confirming product (bill of lading/ Certificate Quantity /Certificate of Quality/ Certificate of Origin/ master's receipt of samples/ master's

receipt of each one copy document, pro forma invoice/ Copy Ullage report issued at terminal) in Buyer’s name to Buyer’s Bank and Buyer.

4. Seller financial responsibility on CPA will start at loading terminal to Blue Line International waters Outside Nigerian waters. Buyer Bank’s (Buyer) will issue DLC for full value of cargo once vessel crosses international waters (Blue Line). Buyer financial responsibility will start after Blue line to POD. Buyer takes Over Vessel after successful Q&Q in Canary Islands Waters to POD. BUYER SIGNS CPA.

5. Buyer provides ATB format, which format shall include Buyer’s nominated Inspection Company’s contact agent information. The Seller issues a marine generated Authority to Board (ATB) and Clearance to Buyer’s Inspector. Loaded vessel sails to the agreed Canary Islands waters to conduct Q&Q inspection. Transportation and cost of Inspectors in Canary Islands will be at Buyer’s expense.

6. Upon arrival in Canary Islands waters, Vessel Captain Invite Buyer’s nominated Inspector to board the vessel and conduct Q&Q inspection. At successful completion of Q&Q, copies of Q&Q report are simultaneously sent to Buyer and Seller and their respective Banks.

7. After receiving Q&Q report, Seller sends by email commercial Invoice to Buyer and Buyer’s Bank for the full value of the measured barrels as determined by Buyer SGS inspectors in Canary Islands waters.

8. Buyer’s Top 25 Bank issues Swift TT/MT 103 (Wire transfer) in favor of Seller to Seller’s bank for full value of cargo in accordance with Seller Commercial Invoice within 72 hours of Q&Q inspection of product by TT/MT103 (wire transfer) upon presentation of the commercial invoice, Buyer pays all commissions per IMFPA in this SPA to Buyer’s and Seller’s agents based on commercial invoice provided by Seller’s Bank to Buyer’s bank.

9. Seller confirms payment, title of product and original cargo documentation are transfer and provided by NNPC to Buyer’s Bank in Buyer’s name, Seller clear vessel management to sail to Buyer’s POD.

 

AFTER INITIAL TRANSACTION, FINANCIAL INSTRUMENT CAN BE CHANGED TO RDLC UNTIL EXPIRATION OF CONTRACT.

CONFIDENTIAL INFORMATION

Restriction Against Dissemination:

The Buyer agrees that all of the information and data at each their disposal, including without limitation the names of any of the Seller’s customers or clients, manufacturers, or connections and information obtained from either the

Seller, governmental or private industry source, during the term of the negotiation, operation and enforcement of this Agreement is considered proprietary information of the Seller and confidential. Such information, if disseminated by the Buyer to third parties, would be detrimental to the Seller as owner of the proprietary data. Accordingly, the

Buyer agrees to take any and all reasonable precautions to restrict the dissemination of such information by its employees, agents or subcontractors unless otherwise stipulated.

 

Access to Confidential Information:

During the term of this Agreement or any extension for this Agreement, the Buyer shall not permit access by any nonaffiliated person to such confidential or proprietary information without the other Seller’s express written permission.

 

Confidentiality to Survive Agreement:

This obligation of confidentiality shall survive this Agreement for a period of Five (5) years from the effective date of this Agreement and shall be enforceable as a separate agreement in the event the same becomes necessary.

 

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