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CONTRACT N ______For Crude Oil in bulk, f.o.b.terms

Kiev Date ___________

This contracts is made between hereinafter designated as

Sellers and hereinafter designated as Buyers, whereby it is agree

as follows:

1. Object of Contract

Sellers have sold and Buyers have bought f.o.b.

2. Quality

The goods sold under the present contract shall be of the

following specifications:

3. Price

The price for the Crude Oil sold under the present contract

on terms f.o.b. is fixed at US $per barrel for gravity F.P.I. The price is considered fixed on and in future will be changed on the date of shipment in conformity with the absolute change of the price per barrel (or Arabian and Iraq Crude Oil with gravity of 36,0 — 36,9 A.P.I. (US$ on) f.o.b. Sidon or Tripoli,

Lebanon, respectively, published in Platt’s Oilgram under heading

оMiddle East Crude Prices (average of prices of three companies

— “Esso”, оShell and оMobile Overseas ), provided, however, that

the increase or decrease of the quotation is within the limits

of-of the basic at US $. Should the quotation for Arabian and Iraq Crude Oil f.o.b. Tripoli, Lebanon, be unequal, an average of these two quotations shall be accepted. If the above mentioned quotations are higher or lower than the above limits, the basic price fixed under the present contract is to be reconsidered at the request of any of the parties. Should the gravity of the Crude Oil shipped under the Present contract be higher or lower than the range of A.P.I., the contract price of the Crude Oil per barrel of US$ will be increased for each full degree A.P.I.

above maximum range by 2 cents per barrel and on the basis of

thus determined price per barrel of supplied Crude Oil the price

metric ton is established in conformity with the number of

barrels per metric ton corresponding to the actual specific

gravity of the Crude Oil supplied.

4. Time of Delivery

The goods sold under the present contract are to be

delivered by Sellers and accepted by Buyers

The date of the Bill of Lading to be considered as the date

of delivery.

5. Payment

Payment for the goods sold under the present contract is to

be effected out of an irrevocable confirmed Letter of Credit to

be opened by Buyer in with the or with in favour of Sellers for

the value of each lot of the goods to be shipped plus 10%;

validity of the Letter of Credit – 45 days.

The Letter of Credit to be opened not later than 15 days

connection with the opening, amendment and utilization of the

Letter of Credit to be paid by Buyers.

Should Buyers fail to open the Letter of Credit in time they

are to pay Sellers a fine for each day of the delay, but not

longer than during 20 days, at the rate of 0,1 per cent of the

amount of the Letter of Credit and Sellers have the right not to

load the tanker pending the opening of the Letter of Credit.

Should the delay in the opening of the Letter of Credit

exceed 20 days, Sellers have the right to refuse to deliver the

goods which were to be paid out of this Letter of Credit. And all

the damages incurred by Buyers in connection with the above in

delivery of the goods and with the refusal to deliver them cannot

be claimed from Sellers.

Payment from the Letter of Credit is to be made against

presentation by Sellers to of the following documents: 1)

commercial invoice and 2) Captain’s telegram to Sellers address

indicating the name of the tanker, date and number of the Bill of

Lading, denomination and quantity of the goods shipped.

In case of the opening of the Letter of Credit with another

Bank, payment is to be made against the telegram of Moscow,

acknowledging the receipt of the above documents. Shipping

documents – 3 original and 1 copy of Bill of Lading, Certificate

of quantity and Certificate of qualify of the goods to be

transferred by Setters in accordance with Buyers’ instruction as

soon as possible.

The rate of exchange of US dollars into

6. Delivery and Acceptance

The goods are considered to be delivered by Sellers and

accepted by Buyers in respect to quantity: as per weight

indicated in the Bill of Lading in conformity with the

measurements of shore tanks at the port of loading, in respect to

quality: as per cent certificate of quality issued by a

laboratory at the port of loading. The weight stated in the Bill

of Lading is to be considered final and binding upon both

parties.

to be taken from each of the shore tanks from which the goods are

to be loaded in the carrying tanker. These samples to be sealed

by Sellers as well as by the Captain of the tanker; 2 samples to

be handed over to the Captain of the tanker and the other 2 to be

retained by Sellers. Both parties shall keep these samples during

2 months from the date of delivery and longer until final

settlement of claim, if any.

In case of a dispute on the quality of the goods in

connection with divergencies in the analyses of the arbitration

and binding upon both parties analysis is to be made by a neutral

laboratory agreed by the parties.

7. Terms of Transportation

a) Buyers in accordance with the lifting schedule agreed by

the parties, are to inform Sellers by telegraph or by telex not

later than 15 days before arrival of the tanker at the port of

approximate date of her arrival at the port of loading as well as

the port of destination. Furthermore the Captain is to cable to

Sellers as well as to the shipowners at the port of loading the

day of the forthcoming arrival of the tanker at that port 4 days

before her arrival. Untimely receipt of one of the above

telegraphic or telex notification or untimely arrival of the

postpone the delivery of that lot of the goods which to be

shipped by the tanker.

Should the tanker fail to arrive at the port of loading for

more 20 days over the time her arrival advised by Buyers, Sellers

have the right to refuse to deliver corresponding quantity of the

goods for the shipment of which the tanker did not arrive in

time.

In all case of delay in delivery of the goods and demurrage

of the tanker in connection with the ulmimely receipt of one of

the above notifications as well as delay in arrival of the

tanker, Seller are released from responsibility for delay in

delivery of the goods, and no demages incurred by Buyers in

connection with it can be claimed from Sellers.

b) On arrival of the tanker at the port of loading the

Captain is to give Sellers` representative at this port written

entitle to hand in the above notice at any time of the day.

c) Lay days to commence 6 hours after such notice is handed

in by Captain, berth or no berth. Sundays and Holidays are not to

be included into lay time whether used or not, and time of stormy

could not be executed qwing to technical and other conditions

depending on the tanker, is not to be included into the lay time.

d) Time allowed for tanker’s loading is fixed at 50 % of the

The time allowed for loading, however is not to be less than

e) Demmurage is to be paid the rate stipulated in the

Charter Party per day and pro rata for any part of the running

day but not more than

However, Sellers are not to pay any demurrage if the total

total hours provided for in the Charter Party.

Sellers guarantee reception of tanker with draught not more

than feet.

8. Claims

In case of non-conformity of the qualify of the goods

actually delivered by Sellers with the contract specification,

any claim concerning quality of the goods may be presented within

two months from the date of delivery.

No claim shall be accepted by Sellers after expiration of

the above period.

No claim submitted for one lot of the goods shall be

regarded by Buyers as a reason for rejecting any other lot or

lots the goods to be delivered the present contract.

9. Contingencies

Should any circumstances arise which the complete or partial

fulfilment by any of the parties of their respective obligations

under this contract, namely: fire, ice conditions of any other

acts of the elements, war, military operations of any character,

blockade, prohibition of export or import or any other

circumstances beyond the control of the parties, the time

stipulated for the fulfilment of the obligations shall be

extended for a period equal to that during which such

circumstances last.

If the above circumstances last for more than 20 days any

delivery or deliveries which are to be performed under the

contract within that period may be cancelled on the declaration

of any of the parties, and if the above circumstances last more

40 days each party shall have the right to discontinue any

further fulfilment of their obligations the contract in the whole

and in such cases neither of the parties shall have the right to

make a demand upon other party for compensation of any possible

damages.

The party for whom it became impossible to meet its

obligations the contract, shall immediately advise the other

party as regards the beginning and termination of the

circumstances preventing the fulfilment of its obligations.

Certificates issued by the respective chamber of commerce of

the Sellers’ or Buyers’ country shall be sufficient proof of such

circumstances and their duration.

10. Arbitration

Any dispute or difference which may arise out of the present

contract or in connection with it shall be settled with the

exception of submission to the law courts, by the in accordance

with the rules of the said Commission.

Decisions of this Arbitration to be considered final and

binding upon both parties.

11. Other Conditions

a) Neither party is entitled to transfer their rights and

obligations under the present contract to a third party without

the other party’s previous written consent.

Besides, Buyers are not entitled to resell or in any other

way alienate the goods bought under this contract to any third

country without the other party’s previous written consent.

b) After the signing of the present contract all previous

negotiations and correspondence between the parties in connection

with it shall be considered null and void.

c) All amendments and additions to the present contract are

valid only if they are made out in writing and signed by both

parties.

d) All taxes, custom and other dues, connected with the

conclusion and execution of the present – contract, levied within

– expect expenses connected with the Letter of Credit, to be paid

by Sellers, and those levied outside to be paid by Buyers.

Sellers: