19.10.2015


19.10.2015


05.10.2015


 
 
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Additional Agreement XXX
to the Loan Agreement XXX of XXX.

Moscow                              «23» March XXX

Closed joint-stock company XXX, hereinafter called “the Borrower” in the person of General Director XXX acting upon the Charter from one side and XXX Ltd., hereinafter called “the Lender” in the person of Director XXX, acting upon the Charter from the other side, together referred as “the Parties”, concluded the present Agreement as following:

1. SUBJECT OF AGREEMENT:

1.1.    Clause 2.3. of the Contract should be set forth as follows:
«2.3. If other is not stated in the present Contract then the refund of capital amount is made by the Borrower after 9 (nine) months from the moment of receiving the capital amount but at the 23 of September at the latest.

1.2.    In everything else that is not set by the provisions of the present Contract the Parties follow the provisions of the Contract # b/n from 23 of December 2002.

1.3.    The present Additional Agreement is the integral part of the Contract #b/n from 23 of December 2002, made up in two languages, signed by the Parties in duplicate, each copy has equal legal effect, one copy for each of the Parties.
 
XXX
  XXX XXX.

.                          «23» XXX

XXX, «» XXX,   , , XXX Ltd., «», XXX, , , «», :

1. :

1.1. 2.3. :
«2.3. , 9 () , 23 2003 .»

1.2.    , , / 23 2002 .

1.3.    / 23 2002 , , 2 () , , .
 
 
TO: XXXXXXXXXXX            ATTN: XXXXXXXXXXX

TO: XXXXXXXXXXX            ATTN: XXXXXXXXXXX


DATE: XXXXXXXXXXX



REF CONTRACT NO. XXXXXXXXXXX
----------------------------

WE ARE PLEASED TO CONFIRM THE FOLLOWING TRANSACTION CONCLUDED
TODAY:


1. SELLER
----------
XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX


2. BUYER
----------
XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX
XXXXXXXXXXXXX


3.  PRODUCT/QUALITY/ORIGIN
--------------------------
XXXXXX OIL EX XXXXXX REFINERY WITH THE FOLLOWING GUARANTEES:

XXXXXX                 XXX         MAX/MIN
XXXXXX                 XXX          MAX/MIN


IF QUALITY DOES NOT MEET THE EXPECTED QUALITY THE BUYER HAS A RIGHT TERMINATE THIS CONTRACT.

IN THE CASE THAT THE CONTRACT WILL NOT BE TERMINATED IT SHALL CONTINUE FOR TWO MONTH PERIOD (I.E. UNTIL END XXXXX 200) AFTER WHICH PARTIES CAN MUTUALLY AGREE TO EXTEND THE CONTRACT FOR ANOTHER TWO MONTH PERIOD.  MONTHLY VOLUME SHALL BE XX,000 METRIC TONS PLUS OR MINUS XX PERCENT IN SELLERS OPTION.




4.  QUANTITY
------------
XX,000 METRIC TONS UP TO XX,000 METRIC TONS EXACT QUANTITY IN SELLERS OPTION.


5A.  DELIVERY
-------------
DAF XXXXX/XXXXX BORDER RAILWAY STATION XXXXX FOR TIMELY LOADING(S) TO SEA GOING VESSEL(S) FROM LOADPORT TO MT.TBN(S)/SUB(S) DURING THE PERIOD XXXXX TO XXXXX 2000.

BUYER IS REQUIRED TO LIFT THE OIL WITHIN 20 CALENDAR DAYS OF THE OIL PASSING THE XXXXX/XXXXX BORDER.

IT IS BUYERS RESPONSIBILITY TO PROVIDE ACCEPTABLE VESSEL(S) IN A TIMELY MANNER TO THE XXXXX PORT AUTHORITIES.






5B. DATE OF DISPATCH AND DELIVERY
---------------------------------
THE DATE OF STAMP ON THE RAILWAY BILL OF THE DISPATCH STATION IS TO BE CONSIDERED AS THE DATE OF DISPATCH.

THE DATE OF STAMP ON THE RAILWAY BILL OF THE BORDER STATION WHERE THE GOODS ARE HANDED OVER BY THE XXXXX RAILWAYS TO THE XXXXX RAILWAYS IS TO BE CONSIDERED AS THE DATE OF DELIVERY.


5C. TIME AND TERMS OF DELIVERY
------------------------------
THE TRANSPORTATION OF THE GOODS WILL TAKE PLACE DURING 2000 DAF XXXXX/XXXXX
(INCOTERMS 2000 WITH LATEST AMENDMENTS).

TRANSPORTATION OF THE GOODS IS MADE OUT IN RAIL TANK CARS ORGANISED BY THE SELLER  UP TO THE BUYER'S DESTINATION STATION.


6. DISPATCH NOTICES  
-------------------
DISPATCH RAILWAY STATION TO BE ADVISED ONE (1) WEEK BEFORE THE FIRST DELIVERY.

THE SELLER IS TO ADVISE THE BUYER BY TELEX WITHIN FOUR (4) CALENDAR DAYS AFTER THE DISPATCH OF THE GOODS (HOWEVER BEFORE RAIL TANK CARS ARRIVAL TO XXXXX/XXXXX BORDER ) ON THE FOLLOWING:

1. THE DATE AND THE PLACE OF DISPATCH OF THE GOODS
2. THE NUMBERS OF RAIL TANK CARS DISPATCHED
3. TOTAL NET WEIGHT OF THE DISPATCHED GOODS
4. VALID RETURNING ADDRESS OF THE RAIL TANK CARS
5. PYER AND CODE NUMBER FOR FREIGHT IN RUSSIA

THE ABOVE INFORMATION TO BE ADDRESSED TO:
(BUYER DETAILS)

IN THE EVENT SUPPLIER FAILS TO PROVIDE TIMELY INFORMATION OF DISPATCHES OR IF THERE IS A DISCREPANCY IN THE DOCUMENTATION THE BUYER WILL BEAR NO RESPONSIBILITY OF POSSIBLE EXTRA COSTS OR DELAYS RESULTING FROM OUTSTANDING INFORMATION.


RAILWAY BILLS TO QUOTE BUYERS CONTRACT REFERENCE. THE BUYER'S FORWARDING AGENT IS TO ADVISE THE SELLER BY TELEX/FAX WITHIN ONE (1) WORKING DAY AFTER THE DATE OF DELIVERY OF THE GOODS OF THE FOLLOWING INFORMATION:

1. THE NUMBER OF RAIL TANK CARS DELIVERED
2. THE NUMBER OF RAILWAY BILL(S)
3. THE NET WEIGHT STATED IN THE RAILWAY BILL(S)
4. DATE OF DELIVERIES




7. PRICE
--------
IN US DOLLARS PER METRIC TON ON XXXXX QUANTITY, DAF XXXXX/XXXXX BORDER SHALL BE EQUAL TO THE AVERAGE OF PLATT'S EUROPEAN MARKETSCAN  MEAN QUOTATION FOR FUEL OIL 3.5 PCT UNDER HEADING 'CARGOES CIF NWE BASIS ARA' AND 'BARGES FOB ROTTERDAM' AND PLUS/LESS USD XX.XX    PER METRIC TON.



THE PRICE IS FIXED TWICE A MONTH ON THE BASIS OF AVERAGE PUBLISHED QUOTATIONS FOR DELIVERY PERIODS 1ST TO 15TH AND 16TH TO THE END OF THE MONTH FOR THE QUANTITIES OF THE GOODS THAT HAVE CROSSED THE XXXXX BORDER DURING THIS PERIOD.


8. INVOICING AND PAYMENT
------------------------
INVOICES WILL BE MADE TWICE A MONTH:
(1ST TO 15TH BOTH DATES INCLUDED AND 16TH TO THE END OF THE MONTH BOTH DATES
INCLUDED) RELATIVELY TO THE QUANTITIES WHICH HAVE CROSSED THE XXXXX/XXXXX BORDER DURING THE PERTAINING PERIOD.

INVOICING IS TO BE BASED ON THE INFORMATION RECEIVED FROM THE INDEPENDENT FORWARDING AGENT.
 
PAYMENT FOR THE GOODS SHALL BE EFFECTED BY THE BUYER IN US DOLLARS SEVEN (7)  NEW YORK BANKING DAYS AFTER THE EXPIRY OF THE APPLICABLE PRICING PERIOD AGAINST THE PRESENTATION OF THE FOLLOWING DOCUMENTS:

COMMERCIAL INVOICE, TELEX ACCEPTABLE, HARD COPY TO FOLLOW LIST OF RAIL TANK CARS CROSSING THE BORDER DURING INVOICING PERIOD.



THE FOLLOWING DOCUMENTS TO ACCOMPANY RAILTANKCARS TO BUYER'S DESTINATION TERMINAL:


ORIGINAL(S) OR DUPLICATE(S) OF RAILWAY BILL(S)
COPY OF CERTIFICATE OF QUALITY

THE BUYER TO RECEIVE INVOICE AND ABOVE SUPPORTING DOCUMENTS THREE (3) WORKING DAYS PRIOR TO DUE DATE IN ORDER TO EFFECT PAYMENT IN TIMELY FASHION.


9. RAIL TANK CARS DISCHARGE BY BUYER
------------------------------------
THE BUYER'S CAPACITY TO DISCHARGE RAILTANK CARS IS XXX IN A WEEK. DELIVERIES IN EIGHT AXLE RAIL TANK CARS ARE TO BE MUTUALLY AGREED BEFORE EACH LOADING. THE BUYER WILL BEAR NO RESPONSIBILITY FOR RAIL TANK CARS STAYTIME IF MORE RAIL TANK CARS THAN STATED ABOVE WILL ARRIVE FOR DISCHARGING ANY CALENDAR WEEK.




THE SELLER WILL DO HIS BEST TO ORGANIZE THE DELIVERY OF THE GOODS EVENLY SPREAD SO THAT EACH WEEK INCLUDES ABOUT THE SAME QUANTITY.




10. DETERMINATION OF QUANTITY AND QUALITY
-----------------------------------------
THE GOODS ARE CONSIDERED DELIVERED BY THE SELLER AND ACCEPTED BY THE BUYER, AS REGARDS QUANTITY IN ACCORDANCE WITH THE WEIGHT INDICATED IN THE RAILWAY BILL FOR EACH CONSIGNMENT OF THE GOODS AND AS REGARDS QUALITY IN ACCORDANCE WITH THE CERTIFICATE OF QUALITY.

SHOULD ANY DISPUTE ON THE QUALITY OF THE GOODS ARISE IN CONNECTION WITH THE DIVERGENCIES IN THE ANALYSIS OF THE GOODS THE FINAL AND UPON THE BOTH PARTIES BINDING ANALYSIS OF SAMPLES DRAWN FROM EACH RAILCAR PRIOR TO DISCHARGE SHALL BE MADE BY A MUTUALLY AGREED INDEPENDENT INSPECTOR. COSTS OF SUCH INSPECTION SHALL BE SHARED 50/50.


11. CLAIMS
----------
IF THE QUALITY OF THE GOODS DOES NOT CONFORM TO THE SPECIFICATION OF THE CONTRACT, THE BUYER SHALL SUBMIT THE FOLLOWING DOCUMENTS TO THE SELLER IN ORDER TO JUSTIFY HIS CLAIM FOR THE QUALITY OF GOODS:

CERTIFICATE OF ANALYSIS OF THE GOODS ISSUED BY MUTUALLY AGREED INDEPENDENT INSPECTOR CARRIED OUT ON SAMPLE DRAWN FROM RAILCARS PRIOR TO DISCHARGE.


A DOCUMENT CERTIFYING THAT GOODS ARRIVED TO THE BUYER IN RAIL TANK CARS WITH UNBROKEN SEALS.


IN CASE THE QUALITY OF GOODS DELIVERED BY THE BUYER DOES NOT CONFORM TO THE CONTRACTUAL SPECIFICATION, ALL FINANCIAL CLAIMS REGARDING THE QUALITY SHOULD BE PRESENTED TO THE SELLER WITHIN 40 DAYS AFTER DELIVERY.

ALL THE CLAIMS REGARDING LOSS OF CONTRACTUAL QUANTITIES FOR MORE THAN 2 % SHALL BE PRESENTED BY THE BUYER WITHIN 40 DAYS AFTER DELIVERY.


NO CLAIM SHALL BE ACCEPTED AFTER THE TERMS INDICATED ABOVE. NO CLAIM REGARDING ONE LOT OF GOODS SHALL PREVENT THE BUYER FROM ACCEPTING OTHER LOTS OF GOODS DELIVERED UNDER THIS CONTRACT.



12. FORCE MAJEURE
-----------------
NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY FAILURE TO FULFILL ANY PROVISION OF THIS CONTRACT (EXCEPT IN RELATION TO THE OBLIGATION OF PAYMENT) IF FULFILLMENT HAS BEEN DELAYED HINDERED OR PREVENTED BY ANY CIRCUMSTANCES OF WHATSOEVER NATURE BEYOND THE CONTROL OF EITHER PARTY AND NOT PREVENTABLE BY REASONABLE DILIGENCE ON THE PART OF SUCH PARTY.


13. LAW AND JURISDICTION
------------------------
THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ENGLAND.  THE PARTIES HERETO IRREVOCABLY AGREE THAT LONDON HIGH COURT IS TO HAVE THE JURISDICTION TO SETTLE ANY DISPUTES THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS CONTRACT AND SUBMIT TO THE JURISDICTION OF THAT COURT.


14. OTHER
---------  
INCOTERMS 1ST JANUARY 2000 PUBLISHED BY THE INTERNATIONAL CHAMBER OF COMMERCE AND ANY SUBSEQUENT AMENDMENTS ARE INCORPORATED HEREIN EXCEPT AS WHERE OTHERWISE SPECIFIED ABOVE.


15.  OPERATIONAL CONTACT
------------------------

SELLER OPERATIONAL CONTACTS:

ATTN:
TEL:
FAX:
TLX:



BUYER OPERATIONAL CONTACTS:

ATTN:
TEL:
FAX:
TLX:


WE THANK YOU FOR THIS BUSINESS OPPORTUNITY.


REGARDS,
     
 
:         :
: XXXXXXXXXXX        : XXXXXXXXXXX


: XXXXXXXXXXX



XXXXXXXXXXX
----------------------------------------------

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1.
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XXXXXXXXXXXXX
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2.
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3.  //
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5A. 
-------------
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