SMS EN590 SPA（俄罗斯柴油购买销售国际合同）.docx

Date : 12st COTOBER, 2022Ref. : SAAPL_LANGFANGTONGTAAI0922_NCPC_2.4MMT_01092022CN/SGTRANSACTION CODE AND REFERENCE NUMBERSContract Date12st COTOBER, 2022Contract NumberSAAPL_LANGFANGLONGTAI0922_NCPC_2.4MMT_01092022CN/SGSeller's CodeSAAPL_LANGFANGLONGTAI0922_NCPC_2.4MMT_CN/220901ATransaction CodeSAAPL_LANGFANGLONGTAI0922_NCPC_2.4MMI/SGBuyer's CodeSAAPL_LANGFANGLONGTAI0922_NCPC_2.4MMT_01092022CN/SGTransaction Investment CodeSAAPL_LANGFANGLONGTAI0922_NCPC_2.4MMT_CN/220901/SGSALE & PURCHASE AGREEMENTTHIS AGREEMENT MADE ON THIS 12st COTOBER, 2022 FOR THE SALES AND PURCHASE OF RUSSIAN EN590 10PPM EURO(5) DIESEL IS MADE AND ENTERED INTOBY AND BETWEEN:SMS ALARM ALERT PRIVATE LIMITEDThe company incorporated under the laws of the Company and registered under the laws of Singapore as Seller, Seller Mandate and Seller Financial Mandate, where the context so admits, shall include their corporate representatives, Heirs, Successors-In Title and Assign on the other part.(HEREINAFTER CALLED THE "SELLER")And买方公司中英文名称The company incorporated under the laws of the Company and registered under the laws of People's Republic of China (PRC) as Buyer, where the context so admits, shall include their corporate representatives, Heirs, Successors-In Title and Assign on the other part.(HEREINAFTER CALLED THE BUYER)AndWhereas, the parties mutually desire to execute the agreement which shall be binding upon, and to the benefit of, the parties, successors and assignees, in accordance with the jurisdictional law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon.1: Definitions2: Scope of the Contract3: Recitals4: The product5: Quantity6: Quality7: Inspection8: Claim9: Title and Risk of Loss10: Warrant11: Price and Currency12: Payment Terms and Procedureof loading.16.2 Buyer shall pay any and all tax and/or duties and/or port charges or the like by whatever name or description related to the performance of this Contract collected at the nominated port of discharge.17. Force Majeure17.1 In the event of and with regard to any force majeure events and circumstances, such events shall be defined by, and this Contract shall be governed by the regulations of CIF Deliveries according to INCOTERMS 2010.17.2 None party shall be responsible for full or partial non-performance of their obligations under the present contract if such non-performance is a result of a force majeure circumstance, such as fire, flood or adverse weather, strikes, disorders, perils of embargo, destruction of the materials, delays of carriers due to break down, wrecks, or adverse weather, or government authority restriction (including but not limited to protectionism, quota introduction, price control) or any event, occurrence or circumstance beyond the control of the Parties and which none Party causes or contributes to (each, a z/Force Majeure Event").17.3 In the event any Force Majeure Event directly affects fulfillment of the obligations during the contract term, the time for such obligations to be fulfilled will be extended accordingly by and during the duration of such Force Majeure Event. No reduction or suspension in the deliveries or receipts of the Goods due to any of the above-mentioned circumstances shall extend the Contract Term nor operate to terminate this contract.17.4 when force majeure happens, the Seller or Buyer must immediately send within 15 (fifteen) days thereafter by registered airmail to the other party a certificate of force-majeure issued by a competent authority at the place where the force majeure occurred as evidence thereof. Should the effect of the force majeure continue for more than 120 (one hundred twenty) consecutive days, the Buyer and the Seller shall discuss through friendly negotiations as soon as possible their obligation to continue performance.17.5 Except as specifically mentioned herein, no claim shall lie or be made for any special, indirect, incidental, punitive, exemplary and/or consequential damages of any nature including but not limited to lost profits, revenues, business interruption, or damages by any party against the other party/parties under this contract.18. AssignmentAny party cannot assign its rights under this Contract without the prior written consent of the other parties. One party shall be entitled to assign its rights to an affiliate or joint venture partner with written consent of the other parties. No such assignment shall relieve the assigning party of its obligations under this Contract. Notice of any such assignment shall be given promptly by the party effecting the assignment to the other parties to this Contract. Any assignment not made in accordance with the forgoing provisions shall be void.If assignment is agreed a Formal Notice of the Assignment shall be submitted to the other parties, which will contain the Assignee's Company Name, Company Address, Spokesperson / Official to contact and their telephone and Phone / fax numbers.19. Applicable Law, Litigation and ArbitrationThis Contract shall be governed by and construed in accordance with English law.19.1 Each of the parties here has full corporate legal authority to execute this Contract and accordingly be fully bounded to the terms and conditions therein.19.2 INCOTERMS 2000 rules with latest amendments are binding on all parties unless otherwise agreed herein. INCOTERMS 2000 rules that the Contracts (Electronic Document Transmission) is legally binding. The Terms shall apply and be deemed to be valid and enforceable by all parties and each party shall be in a position to request a hard copy of the Contract or any previous electronically transmitted copy.19.3 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.19.4 The Tribunal shall consist of 3 arbitrators.19.5 In the event of disputes, Certificate SGS report Quality and Quantity (Q&Q) from Oman or Singapore Port of Loading and Certificate SGS report Quality and Quantity (Q&Q) from CIF Main Ports, China or any other safe port designated by End-Buyer, Port of Discharge shall be final as benchmark for payment of delivered products.19.6 The language of the arbitration shall be English.20. General Provisions20.1 This Contract contains the entire understanding among the Parties with respect to the transactions contemplated hereby and can be amended only by written agreement executed by all Parties. Any prior agreement, whether written or verbal, shall be and is superseded by this Contract.20.2 This Contract may be executed simultaneously in multiple counterparts, each of which shall be deemed to be an original, all of which when taken together shall constitute a single original instrument. All parties retain one signed original of this contract and one copy.20.3 The clauses and other headings in this Contract are for convenience of reference only and shall not be interpreted in any way to limit or change the subject matter of this Contract.20.4 Any signed appendices, appendices, attachments, annexes and/or supplements form and are made part of this Contract.20.5 With the exception of cases specifically mentioned in the present Contract, None of the Party may be held liable for indirect limited or consequential losses resulting from non-performance of the obligations Hereunder.20.6 Electronics Document Transmissions ("EDT)shall be deemed to be valid and enforceable in respect of the provisions of this Contract. Either Party may request hard copy of any document that has been previously transmitted by EDT.20.7 All Parties agree that signed and sealed, fax and/or EDT copies of this Contract shall be deemed and are fully binding and enforceable and validly executed original Contracts and they shall remain so until signed hard copy originals of this Contract are exchanged by courier; at which time such hard copy originals of this Contract shall become and the binding instrument.20.8 Grammatical mistakes, if any, shall not be regarded as Contract errors or omissions. Any idiom or mathematical errors shall be edited for corrections.20.9 Any changes to this Agreement must be brought forward and mutually agreed upon and initialed.20.10 If the current supply of the Commodity diminishes due to circumstances beyond Seller's control, Seller will immediately search out other sources to fulfill its commitments hereunder.21. Breach and Sanction21.1 In case of failure of Seller or Buyer (the "Non-Performing Party") to comply with any of the obligations assumed under this contract, the other party/ parties, without prejudice to any other recourse available to them, may consider such failure as a breach of this contract and terminate the same, or to unilaterally suspend its performance until such failure is remedied, and in any casemay claim direct damages for the breach of this Contract from the Non-Performing Party, to the extent allowed by the terms and conditions set forth herein.21.2 Failure by any Party to take action against the other party/parties in case of the other Party's/Parties' non-compliance with obligations or conditions set forth within this Contract shall not be interpreted as a waiver to take action for a subsequent non-compliance with the same or other obligations or conditions.22. Amendments and Waivers22.1 This Agreement shall not be amended or modified or any provisions thereof waived, except in writing and accepted by all parties.22.2 Any provision of this Agreement, which is declared unlawful or unenforceable by a Court of competent jurisdiction, shall not affect any other provisions herein.23. Insurance23.1 Seller, at his own expense, shall procure, provide at all times maintain an insurance policy placed with an established first-class marine insurance institute or company covering 110% (one hundred and ten percent) of the value of the CIF shipment of the product cargo ( Insurance").23.2 Such Insurance shall indemnify and cover all risk of loss or damage to the related vessel carrying such product cargo (including but not limited to war, hijacking, explosion and the like) from the time such product cargo has passed the ship's manifold flanges at the loading port.24. Legal Addresses sf the Parties24.1 Principal Supplier (to be deleted upon Contract signing)Company NameLLC RN-TUAPSE REFINERYCompany OriginRussian FederationCompany Registration No.WebsiteCompany Registered Address1 Sochinsskaya street, Tuapse 352800, Krasnodar Region, RussiaContact Person/ PositionMr. SERGEY NIKOLAEVICH SKURIDIN / General DirectorNationalityRUSSIAN(to be deleted upon Contract signing)Company NamePUBLIC JOINT STOCK COMPANY GAZPROM, (PJSC) GAZPROMnyBJIWHHOE AKIXP1OHEPHOE OEIUECTBO «rA3nPOM»Company OriginRussian (to be replaced with Oman or Singapore Port) FederationCompany Registration No.INN 7736050003 - Company Registered Address16 Nametkina St., Moscow, GSP-7,117997, Moscow, Russia Federation2/3 Lakhtinsky Avenue, Bldg. 1, St. Peterburg, 197229, Russia FederationContact Person/ PositionMr. VIKTOR ZUBKOV / CHAIRMAN OF THE BOARD OF DIRECTORSNationalityRussian24.2 Seller, Seller Mandate and Seller Financial MandateCompany NameSMS ALARM ALERT PRIVATE LIMITEDCompany OriginSingaporeCompany Registration No.200912392CCompany Registered Address10 Anson Road, International Plaza, #10-11, Singapore 079903Contact Person/PositionMr. ONG HWA SENG, frankie/DirectorPassport No./NationalityK0336345H / SINGAPOREANTelephone NumberEmail Address24.3 Principal BuyerCompany NameCompany OriginCompany Registration No.Company Registered AddressContact Person/ PositionPassport No./NationalityEmail AddressNon-Circumvention, Non-Disclosure Confidentially Agreement24.1 The undersigned parties hereby certify that they are fully satisfied about the genuineness of the buyers and/or suppliers. The documents which are going to follow this Agreement like letters of intent, full corporate offers, bank comfort letters, contract terms and conditions, banking details or pre-advised payment instruments and/or any information contained in such documents will not be passed, under any circumstance, onto another intermediary or broker or trader or whatever company or private persons who are not end buyers or end suppliers without prior specific written consent of the party (s) providing such information.24.2 This Agreement is made and entered into on this date, shall obligate the undersigned parties and their partners, associates, employers, employees, affiliates, subsidiaries, parent companies, any nominees, representatives, successors, clients and assigns hereinafter referred to as the "the parties" jointly severally, mutually and reciprocally for the terms and conditions expressly stated and agree to below, and that this Agreement may be referenced from time to time in any document(s), or written Agreements, the terms and conditions of this Agreement shall apply to any exchange of information written or oral involving financial information, personal or corporate names, contracts initiated by or involving the parties and any addition, renewal, extension, rollover amendment, re-negotiation or new Agreement hereinafter referred to as "the transactionH (project/transaction") for the purchase of Petrochemical products, including crude oil, various refining and chemical products.24.3 Now, therefore it is agreed the intending parties hereby legally, and irrevocably bind themselves into guarantee to each other that they shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate each other's interest or the interest or relationship among the "parties11 with the procedures, Sellers, Buyers, brokers, dealers, distributors, refiners, shippers, financial institutions, technology owners or manufacturers, to change, increase or avoid directly or indirectly payments of established or to be established profit, commissions, or continuance of pre-established relationship or intervene in any contracted relationships with manufacturers with intermediariesz entrepreneurs, legal counsel, or initiate buy/sell relationship or transactional relationship that by-passes one of the "parties11 to one another in connection with any ongoing and future transaction or project.24.4 Furthermore, the "parties" irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to a third party any confidential information provided by one