Contract

SELLER CODE: FBYJAYEMPIRELTD/TRENCHCOREINTERNATIONALLIMITED/100,000MT/06092024
CONTRACT NO: AGO10PPMPPM06092024
DATE: September 6, 2024
NOTICE TO AGENTS IS NOTICE TO PRINCIPALS

NOTICE TO PRINCIPALS IS NOTICE TO AGENTS
INTERPOSING ARTICLE 10(A) OF THE HAGUE CONVENTION

THE HAGUE CONVENTION OF OCTOBER 05, 1961
SALE AND PURCHASE CONTRACT OF

AUTOMOTIVE GAS OIL 10PPM
HERE & BETWEEN
TRENCHCORE INTERNATIONAL LIMITED

JV
HALPHANIS GLOBAL COMPANY LIMITED
Herein referred to as the “Seller”
&
XXXXXXXXXXXXXX
Herein referred to as the “Buyer”
SELLER BUYER
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SELLER’S INFORMATION
Company Name Trenchcore International Limited JV Halphanis Global Company Limited
Address Lekki Expressway, Lagos
Country Nigeria
Represented by Mr. Adeleke F. Philips
Designation MD/CEO
E-mail [email protected]
Phone / Fax +234 (0) 7031254935, 8154756668
BUYER’S INFORMATION
Company Name
Address
Country
Represented by
Designation
E-mail
Hotline
PREAMBLE
WHEREAS: The Seller and Buyer, each with full corporate authority, certifies, represents and warrants
that each can fulfill the requirements of this Contract and respectively provide the products and the funds
referred to herein, in time and under the terms agreed to hereafter.
Subject of the contract: Sale and Purchase of AGO 10PPM [specifications see Appendix
C] and following conditions:
Incoterm [2010]: TTO Lagos Water
Loading Port: Aktau Port, Kazakhstan
Destination Port: Lagos, Nigeria
Delivery Schedule: See Appendix B
Trial Delivery: 100,000 Metric Tons
Delivery Quantity per Month: 100,000 Metric Tons
Delivery Quantity in Total: 1,300,000 Metric Tons
Packing: Bulk
Price: $620.00 USD
$640.00 USD NET
NETPer
PerMetric
MetricTon
Ton
Insurance: 110% of loaded value on the day of departure of the vessel.
Currency: USD
Definitions of terms used in this Contract

a) Metric Ton (MT)
b) Months are calendar months as defined in the Gregorian calendar.
SELLER BUYER
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1. DELIVERY BASIS & TERMS - QUANTITY OF GOODS AND DELIVERY PERIOD
1.1 The Seller shall deliver the goods to the destination port under CIF terms in accordance with
INCOTERMS-2010.
1.2 The total quantity of the Goods to be delivered is 1,300,000 MT (One Million, Three Hundred
Thousand Metric Tons +/-5%) in total over Thirteen (13) months (with Rolls & Extensions as
agreed); delivered to a defined port.
1.3 The goods will be delivered as per the delivery schedule detailed in Appendix B; and as agreed by
both Parties.
2. QUALITY OF GOODS
2.1 The product shall conform to the Specification in Appendix C hereto.
2.2 The quality of the goods will be confirmed by a certificate issued by the independent
International survey company "SGS” (Société General de Surveillance) which shall be binding on
both parties in all respects, including but not limited to the payment of invoices and replacement
of faulty goods. At the request of the Buyer any other independent international survey/inspection
company may be used by the Buyer at their expense, but may not be recognized as a document
required for payment.
3. PRICE AND TOTAL AMOUNT OF CONTRACT
3.1 The Buyer may pay the Seller in either the equivalent Swiss Franc or Euro currency amount
converted at the ruling Exchange rate against the United States Dollar (USD) on the date of
payment.
3.2 The price of the goods will be $620.00USD/MT.

$640.00USD/MT.
3.3 The shipment value of the delivery of the goods is variable as per schedule of deliveries agreed
between the parties expressed in United States Dollars.
3.4 The price of goods includes all costs incurred by the Seller up to and including delivery, except
where this Contract specifically provides for a cost to be borne by the Buyer, for example, port
demurrage charges, tariffs, and export/import fee. The unit price is fixed upon signing of this
Contract and firm for any quantity not exceeding the maximum permitted under this Contract either
delivered or stored. If vessels are delayed by the Buyer’s failure to unload in a timely manner other
than a Force Majeure event on or before expiry of the period stated in Clause 8.1, or such extended
period as expressly provided in this Contract or as mutually agreed in writing, the costs for the
extension of the validity of the STAND BY LETTER OF CREDIT [“SBLC”] and any other costs incurred
in connection with the extension will be for the account of the Buyer.
SELLER BUYER
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4. DELIVERY TERMS AND PARTIES’ OBLIGATIONS
4.1 The Seller shall deliver the total quantity of goods, to a Destination port/s, in accordance with the
Delivery Schedule in Appendix B hereto.
4.2 The Seller shall commence the delivery of the goods in accordance with the Procedure and Terms,
Appendix A hereto; any vessel must be less than 20 years old.
4.3 All provisions included in the Delivery Schedule as per Appendix B hereto will be observed by both
the Buyer and the Seller. Any breaches in the provisions will be subject to penalty as per Clauses
10 & 11 (Seller’s Liability & Buyers Liability) respectively.
4.4 The Parties may agree an extension of the delivery period. In this event, the Party responsible for
the delays will be responsible for the costs of the extension of the validity of the Bank Instrument
and any other agreed instrument as well as the costs of demurrage and any other costs incurred
as a result of the delay
4.5 Should the Buyer delay the loading of a vessel as scheduled in Appendix B hereto or as per sub-
clause 6.3 below, the Seller is entitled to store the goods in the port warehouse against a
Warehouse Receipt (WR) to use as cashing document instead of a Bill of Lading (BL). Clause 10.0
(Seller's Liability) will apply in circumstances of Force Majeure.
5. DELIVERY AND ACCEPTANCE OF GOODS
5.1 In accordance with INCOTERMS 2010, and conditions of delivery CIF, the Seller is obligated to pay
charges relating to cost, insurance & freight, however, risk of loss or damage of the goods and any
additional charges arising after discharge of the goods from the vessel at the port of unloading
shall pass from Seller to the Buyer.
5.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Seller's
account and delivery of goods via Warehouse Receipt and/or Bill of Landing.
5.3 The quantity of goods stated in the Bill of Lading, and/or Warehouse Receipt (where permitted)
shall be conclusive evidence of the quantity of goods delivered at port of destination by Seller’s
SGS inspector.
5.4 No claim(s) against quality or quantity received later than thirty (30) days following receipt by
Buyer of the SGS Certificate of Quality, Quantity and Weight at the port of Discharge will be
considered.
6. PAYMENT TERMS AND CONDITIONS
6.1 The payment guarantee as per this Contract will be in the form of a Bank Guarantee [“BG”] issued
or confirmed by a Bank approved by the Seller, for the amount of N5,000,000,000.00 (Five Billion
Nigerian Naira) valid for 180 days for the First Trial delivery, and a Revolving $80,000,000.00 USD
(Eighty Million United States Dollar) Stand By Letter of Credit [“SBLC”] valid for 365 + 1 day for
SELLER BUYER
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monthly delivery, payable 100% at sight from presentation of the required documents including
Bill of Lading, SGS certificate issued at Loading Port and Discharge Port, and any other document
as defined in Clause 11 of this Contract.
6.2 The Buyer is required to send to the Seller ([email protected]), within 24 hours after its
issuance, a copy of the Swift Advice that the Buyer’s Bank has sent to the Seller’s Fiduciary Bank.
6.3 In the event that the Buyer fails to issue the Bank Instrument in compliance with this clause then
payment of a penalty to the value of 2% of the non-delivered goods shall be paid at sight of
demand upon the Buyer without protest as a breach of this Contract.
6.4 The Bank Instrument shall be payable by SWIFT transfer by the issuing bank upon presentation
to the Buyer’s bank of the Seller’s documents required in Clause 7 issued at port of Loading . Buyer
may change its paying bank with five (5) banking days prior notice to the Seller.
6.5 Should the Buyer delay the vessel for unloading of the goods per delivery schedule Appendix B
hereto, due to, for example, discharge port congestion or other non-Force Majeure event beyond
Buyers control (“Event”); or submitted notification date to Seller of Event beyond ten (10) calendar
days following the scheduled date for delivery, the Seller and Buyer shall come to a mutually
acceptable arrangement for the Seller to either deliver to another alternative destination port of
the Buyer’s choosing that is within the approximate area of delivery; or the Seller shall be entitled
to deliver the product to an alternate buyer as the Seller determines at its sole discretion. The
Seller is entitled, at its sole discretion to store the goods in the Buyer’s original port of scheduled
delivery at the Buyer’s expense and risk. In such instance, the Buyer shall receive a Warehouse
Receipt (WR) that can be used instead of the Bill of Lading.
6.6 All bank charges related to the issuance of the Bank Instrument are for the Buyer’s account. Bank
charges related to the negotiation of the document are for the account of the Seller.
6.7 Spelling and typographical errors and differences of such nature between documents, issued by
bank and beneficiary, shall not be deemed discrepancies provided that the intent of the writer is
clear from the context and in such case only UCP500 regulations shall apply at any time.
7. DOCUMENTS REQUIRED FOR PAYMENT
7.1 Commercial Invoice issued by Seller: 3 originals and 3 copies showing contract number, description
of Goods, packing list, unit price, total amount, gross/net weights of the goods.
7.2 Ocean Bill of Lading: The Seller shall provide with each consignment a full set (3/3) Clean On-
Board Ocean Bill of Lading signed by an authorized representative of shipping ocean lines, signed
by the Master and showing vessels stamp and the words “CLEAN ON BOARD”, and “FREIGHT PRE-
PAiD”, following Master’s remarks are acceptable. Provided port of discharge is the same and
segregation of separate consignments is the responsibility of Buyer after unloading. Each full vessel
may contain multiple consignments representing separate orders.
7.3 Packing List, one original, and three (3) copies evidencing gross and net weight, number of units,
and the Number of the Ocean Bill of Lading.
SELLER BUYER
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7.4 SGS Quality Certificate issued at Loading Port, one (1) original and four 4 copies.
7.5 SGS Weight Certificate issued at Loading Port, one (1) original and four 4 copies.
7.6 Certificate of Origin issued by Chamber of Commerce and Industry of the country of export: one
(1) original and three (3) copies.
7.7 Phytosanitary Certificate, 1 original and 3 copies.
7.8 Insurance Certificate listing the Buyer as beneficiary covering 110% of the value of the cargo
covering all possible events that could result in delay of delivery, loss or depreciation of quantity,
quality of the goods.
7.9 Beneficiary’s Certificate confirming copies of the shipping documents were sent by DHL or similar
courier service to the nominated address:
7.10 Courier Receipt evidencing copies of shipping documents have been sent to the above nominated
address.
8. PROVISION OF DOCUMENTS
8.1 All of the documents including the B/L, Invoice, Packing and Packaging List, original Certificate of
Origin, will be faxed and/or emailed to the Buyer within five (5) days after the date of the B/L
8.2 Seller shall provide at Seller’s expense Standard Quality Certificate issued by SGS in clear, clean
faxed or e-mailed form, certifying that the shipment meets the quality requirements of this
Contract. (Hard copies will follow within seven (7) banking days, and are required as part of the
documentation required for payment). The chemical analysis data is to be included in the Standard
SGS Certificate of Quality, Quantity and Weight and this chemical analysis is a required document
for payment. Quality Certificates from other than SGS are not recognized as documents required
for payment.
8.3 Quantity assay issued by SGS in clear, clean, faxed or e-mailed form, showing the quantity of the
goods loaded on board vessel. (Hard copy/ies to follow within seven (7) banking days, which is
required as part of the documentation required for payment.) If CIQ/CCIC is required by the Buyer,
then Seller shall arrange for all Quantity and Quality inspections at Seller’s expense from CIQ/CCIC
except at the port of unloading.
9. FORCE MAJEURE
9.1 Both Parties to this Contract will be exonerated from their obligation in case of Force Majeure event.
9.2 Force Majeure is defined under ICC 421 as may be updated/modified and means any event such
as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics,
military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or
SELLER BUYER
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other unforeseeable actions occurring after the conclusion of this Contract and outside the Parties
reasonable control and which cannot be avoided by the reasonable diligence that could delay or
prevent the performance of either side’s obligations in this Contract.
9.3 The Party to this Contract whose performance of this Contract is prevented by a Force Majeure
event must use its best efforts to notify the other Party within 7 (seven) days of the effective date
of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of
commerce and Industry, showing particulars of the event and expected duration. Failure to submit
such a notification will prevent the Party’s exoneration from contractual obligations under Force
Majeure unless the event makes such notice impossible.
9.4 The performance of either Party’s obligations will be in such a case postponed pending the duration
of the Force Majeure event plus a reasonable period to allow the remobilization of production and
shipping. No penalty shall be payable pending the duration of this delay.
9.5 Should the delay caused by a Force Majeure event extend for more than 1 (one) month the Parties
will attempt to agree measures to allow this Contract to continue. Should such an agreement not
be reached within 30 (thirty) days from the date of certified Force Majeure event, the Parties are
entitled to terminate this Contract.
9.6 The Force Majeure event does not exonerate the Buyer from paying for goods already delivered
under documentation submitted under section 7.
10. SELLER LIABILITY
10.1 PERFORMANCE BOND (PB) The Seller’s Bank, upon receipt of Buyer’s Bank guarantee or form of
payment agreed before the closing bank, shall issue a 2% Performance Bond, or other value agreed
between the Parties. The format of the Performance Bond shall be in accordance with the latest
ICC URDG 458 (International Chamber of Commerce Uniform Rules for Demand Guarantee) In the
event of Nonperformance by the Seller, the Seller’s PB will be called up by the Buyer and the Seller
will instruct his bank to issue a new PB within a period of 48 (forty-eight) hours having the same
tenor as the previous one. Should this be the case, all future payments due by the Buyer will be
suspended until such time that the new PB has been issued.
10.1 Goods shall be considered in “full quantity” if within tolerance provided under Section 5 and as per
Delivery Schedule. “Date of delivery” shall be the date on the Bill of Lading.
10.2 Seller has the obligation to effect the monthly consignment in full and will only be paid for what is
delivered at the time.
10.3 Should the Buyer decide, at any time during the period of delivery, to take only a partial delivery
rather than wait for the full quantity (if the quantity is not already available in port and ready for
loading) then the Seller will not be liable for liquidated damages.
SELLER BUYER
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11. BUYER LIABILITY
11.1 Any penalties which the Buyer is liable to pay, for which no provisions are made in this Contract,
will be made against the invoice issued by Seller and be paid by bank transfer within a maximum
of ten (10) banking days from the submitted invoice date.
11.2 “Scheduled date of Arrival” means date when the vessel should be berthed and available to take
delivery of the Goods as detailed in Appendix B hereto.
11.4 The payments of the storage costs in port have no connection with the payment penalties, which
are paid separately to the Seller by the Buyer should there be delay.
11.5 Payment shall be affected within five (5) banking days after receipt by the advising bank of all
documents required under Clause 8.
12. ARBITRATION
12.1 All disputes arising out of or in connection with this Contract shall be submitted to the International
Court of Arbitration of the International Chamber of Commerce and be determined by one or more
arbitrators appointed in accordance with the applicable Rules.
The Parties agree, pursuant to Article 30(2)(b) of the Rules of Arbitration of the International
Chamber of Commerce, that the Expedited Procedure Rules shall apply, provided the amount in
dispute does not exceed 10,000,000 USD at the time of the communication referred to in Article
1(3) of the Expedited Procedure Rules.
12.2 The faulty Party will cover without protest all expenses for the arbitration, including any penalty
fees determined by the Arbitrators.
13. CONTRACT TERMINATION
13.1 Either Party may terminate this Contract for cause should the other Party refuse performance of
contractual obligation(s); and/or due to non-performance by either Party for 10 consecutive
business days of signing this Contract (“2nd Event”); collectively hereinafter referred to as (“Refusal
to Perform”) excluding refusal caused by a Force Majeure event
13.2 The lack of notice of the Second Event within 7 (seven) business days of the effective date of its
occurrence by Buyer or Seller shall subject the offending party (“Offending Party”) to incur a penalty
of two percent of the face value of this Contract under written notice to the Offending Party. The
Offending Party agrees to pay such penalty in full without protest, remedy or recourse against its
assets.
13.3 Notification of termination is to occur within thirty (30) calendar days following Second Event
(“Time Period”); unless the Offending Party remedies the Refusal to perform prior to the end of
the Time Period.
SELLER BUYER
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14. ASSIGNMENT
14.1 Any of the Parties is allowed to assign this Contract or payment instrument in order to secure the
performance of its obligations.
15. GENERAL PROVISIONS
15.1 Amendments to this Contract shall be valid only if agreed in writing and signed by duly authorized
representatives of both Parties; except those parts that are defined as non-negotiable.
15.2 Correspondence in the course of the ordinary administration of this contract such as but not limited
to notification of anticipated delivery dates may be sent by fax, any electronic means or any form
of mail. Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax
and/or email with an original notice by courier service and shall be deemed delivered on the
evidenced date of the fax and/or email.
15.3 The language of this Contract and the correspondence, notices, invoices, certificates, Bills of Lading
shall be English.
15.4 This Contract comprises this documents, Appendices and Addendums.
15.5 This Contract supersedes all prior negotiations, representations and agreements and is the sole
agreement between the Parties for the sale and purchase of the Goods.
15.6 The Buyer acknowledges that the Seller who has collateral business agreements with other
countries in the performance of this Contract including, the quality, quantity and rate of delivery of
the Goods, the shipment methods deployed in the performance of this Contract, the financial
exchange of the terms within this Contract and is subject to the laws of those countries at all times.
16. EFFECTIVE DATE
16.1 The Effective Date of this Contract will be the date the Seller will have in its Bank the agreed
payment instrument.
17. CONFIDENTIALITY AGREEMENT
17.1 Seller and Buyer shall treat information provided by the other Party on a strictly private and
confidential basis. Seller and Buyer shall take all necessary steps to prevent the other’s confidential
information from being misused or disclosed or made public to any third party except as needed
to successfully complete this Contract or to avoid conflicting claims (and except as may be required
in accordance with the applicable law).
17.2 The Buyer shall not use the confidential information provided by the Seller in such a way as to:
 Circumvent the Seller in the commercial dealings with any and all suppliers as mentioned
under this Contract, or
SELLER BUYER
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 Knowingly do anything to cause the Seller to lose any fees or commissions that are due
or may become due under the Seller’s agreement with the suppliers as mentioned under
this Contract, if any, or
 Do anything to circumvent the Seller in such a way as to put Seller at a commercial
disadvantage with the suppliers or countries as mentioned under this Contract.
17.3 The Seller shall not use the confidential information provided by the Buyer in such a way as to:
 Circumvent the Buyer in the commercial dealings with any and all sub-Buyer’s as
mentioned under Contract, or
 Knowingly do anything to cause the Buyer to lose any fees or commissions that are
due or may become due under the Buyer agreement with sub-buyers as mentioned
under this Contract, if any, or
 Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial

disadvantage with sub-buyers or countries as mentioned under this Contract.
17.4 The Seller and the Buyer shall keep each other fully informed about the progress of all current
and future Contract negotiations and about the performance of this Contract.
17.5 The obligation of confidentiality of the Sellers and Buyer shall remain in force for a period of five
(5) years from the date hereof. This obligation shall survive the termination of this Contract.
18. NON-CIRCUMVENTION and NON-DISCLOSURE-WORKING-AGREEMENT
18.1 The separately executed Non-Circumvention, Non Disclosure Working Agreement (‘NCNDA’)
bearing the same Reference Number as this Contract forms part of and is integral to this
Contract.
19. NON-PARTNERSHIP AGREEMENT
19.1 This Contract in no way shall be construed as being an agreement of partnership and none of the
“Parties” shall have any claim against any separate dealing, ventures or assets of any other Party
or shall any Party be liable for any other. The Parties to this Contract confirm and agree that it is
non-negotiable, not endorseable or transferable in any forum other than the one in which it was
created. It is agreed among the Parties that this Contract shall not be used to leverage other
transaction(s) for investment or other purposes.
20. TRANSMISSION OF THIS AGREEMENT/CONTRACT
20.1 The transmission of this Contract through e-mail or other electronic mail including telefax shall be
legal and binding as stated in Article 10(A) of The Hague Convention as amended 1961 and the
Uniform Commercial Code. Electronic signatures shall be considered valid when signing, agreeing,
and or accepting any offer. For all purposes, all signatories of this commercial instrument fully
understand and hereby further agree that electronic signatures shall be valid for any transaction
and for any purpose.
SELLER BUYER
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21. AGREED AND ATTESTED
21.1 Each Party to this Contract guarantees that It, he/she is duly empowered by his/her respectively
named company to enter into and be bound by the commitments and obligations contained herein
either as an individual, body corporate or on behalf of a corporate body, trust or financial institution.
22. SURVIVAL AND SUCCESSION
22.1 This Contract shall survive the completion or termination of the Contract, and any related services
provided by signatories. Further, this Contract, in its entirety, shall inure to the benefit of and be
binding on the successors and assigns of the Parties.
23. SEVERABILITY
23.1 The various provisions and sub provisions of this Contract are severable and if any provision or sub
provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then
such enforceability shall not affect the validity or enforceability of the remaining provisions or sub
provisions or parts thereof in this Contract.
24. ENTIRE AGREEMENT/CONTRACT/GOVERNING LAW
24.1 This Contract constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, oral and written, and may not be modified or amended except in
writing signed by both Parties.
25. LIABILITY TO THIRD PARTIES
25.1 The Parties shall defend and hold harmless each other and its parents; subsidiaries, directors,
officers, shareholders, members, employees, agents and affiliates from and against all third parties’
claims, suits, demands, losses, damages or penalties, including, without limitations, reasonable
attorneys' fees and costs arising out of (i) any act or omission on the part of the other Party, its
parent, subsidiaries, contractors, independent contractors, affiliates, officers, members,
shareholders, employees, directors or agents and any actions of third parties including, without
limitation, all parties dealing with offloading, storing, handling, transferring, selling or reselling of
the Goods both inside and outside of the Destination Country; (ii): any refusal of the other Party
to pay the required taxes to any regulatory body or any nation, state or federal body where the
said taxes are required to be paid by the other Party including, without limitation, any import fees,
duties, taxes on the Product, sales or withholding taxes or other import, distribution or export fees.
26. NOTICES
26.1 All notices and other means of communications between the Parties in connection with this Contract
shall, except as otherwise expressly provided herein or therein, be addressed to the other Party to
be delivered by overnight courier and receipt acknowledged by signature. All such notifications and
other means of communication shall be effective within seventy-two (72) hours following their
deposit with the overnight courier and any notice related to service of process of claim or suit.
SELLER BUYER
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27 MERGERS
27.1 By signing this Contract, the Seller shall not recognize any merger or acquisition of the other Party
as a holder of the interest in this Contract unless previously notified in writing and agreed to by
the Seller. Should the Buyer merge with a company without prior agreement from the Seller the
Buyer waives the right to protest, remedy or recourse against the Seller.
28 COMMISSIONS
28.1 The Buyer may pay for the Seller in United States Dollars (USD) as per Breton Woods Treaty and
THE SHERMAN ACT.
28.2 Buyer and Seller pay commission based on a separate NCNDA/IMFPA. An Irrevocable Master Fee
Protection Agreement (IMFPA) shall be signed separately as an individual document that is tied to this
Contract/Agreement to be paid by the Seller upon confirming of each final product payment within 72 hours
APPENDIX A
CIF PROCEDURE
1. Seller issues Draft Sales and purchase Agreement to buyer, Buyer returns signed contract to
Seller with both Word/PDF format with super cargo and inspector details, with NOR/ETA/ATB FORMAT.
Seller finalizes the contract and returns with PDF format.
2. Seller through his bank domain issues the cargo Proof of Product (POP) to Buyer’s bank.
3. Buyer’ bank upon the receipt of the Proof of Product (POP) responds with a Bank Guarantee (BG) of
N5,000,000,000.00 (Five Billion Nigerian Naira) to the Seller’s nominated bank account within 48 hours.
4. Seller’s Captain issues MNOR/ETA in Favour of buyer or open communication with buyer’s agent and
vessel moves to 10 Nautical miles for boarding.
5. Within 24 hours of Vessel arrival, Seller in collaboration with buyer’s shipping agent, provides port
clearance and ATI/TSR. And Seller takes buyer’s inspection team onboard loaded vessel for physical
confirmation of cargo.
6. Loaded vessel Captain issues attestation jointly signed with Buyer’s Supercargo. Buyer’s Inspector
disembark with product sample while the Supercargo remains onboard loaded vessel until final takeover.
7. Buyer’s Inspection company release Q&Q report, and upon acknowledgement by both parties, Buyer
releases payment via MT-103 to Seller nominated bank account as contained in the payment schedule.
8. Seller confirms the product payment in his bank, and transfers the Title Ownership to the Buyer. Buyer
hands over all cargo documents and introduce the Buyer to the vessel handler to the buyer.
9. Buyer issues the SBLC MT-760 for subsequent monthly delivery and Seller issues 2% PB.
10. Shipment commences as per contract schedule
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Appendix B
SHIPPING SCHEDULE
The Delivery Schedule will be according to the delivery dates and shipping details agreed and may be
changed from time to time to be mutually agreed between the Parties.
MONTH QUANTITY in bbl DESTINATION TOTAL

+/- 5%
COUNTRY PORT
1 SEPTEMBER 100,000 MT NIGERIA LAGOS 100,000 MT
2 OCTOBER 100,000 MT NIGERIA LAGOS 200,000 MT
3 NOVEMBER 100,000 MT NIGERIA LAGOS 300,000 MT
4 DECEMBER 100,000 MT NIGERIA LAGOS 400,000 MT
5 JANUARY 100,000 MT NIGERIA LAGOS 500,000 MT
6 FEBRUARY 100,000 MT NIGERIA LAGOS 600,000 MT
7 MARCH 100,000 MT NIGERIA LAGOS 700,000 MT
8 APRIL 100,000 MT NIGERIA LAGOS 800,000 MT
9 MAY 100,000 MT NIGERIA LAGOS 900,000 MT
10 JUNE 100,000 MT NIGERIA LAGOS 1,000,000 MT
11 JULY 100,000 MT NIGERIA LAGOS 1,100,000 MT
12 AUGUST 100,000 MT NIGERIA LAGOS 1,200,000 MT
13 SEPTEMBER 100,000 MT NIGERIA LAGOS 1,300,000 MT
The shipments of goods in MTW with five percent tolerance (+/-5%) as per specification under Appendix
C of this Contract will be made from any port as designated by the Seller as follows:
A. Delivery
Delivery of the goods will commence no later than 10/15 days after CONFIRMING BUYER’S INSTRUMENT.
It will be 1 vessel of 100,000 MT for the first trial, and 1 vessel of 100,000 MT per month for 12 months as
Appendix B.
B. Transport:
All supervision and fees or levies at the port of loading are for the Seller’s account, and port of discharge
are for the Buyer’s account.
Vessel must be classified as 100-A-1 in the Lloyd’s Register or be of an equivalent classification and must
not be older than twenty (20) years.
Vessel should be certified cargo hold cleanliness/suitable to load.
Not later than seventy-two (72) hours from the completion of loading, the Seller’s agent shall telex, fax or
cable the Buyer and inform him of the vessel’s sailing date and the expected time of arrival at the port of
destination. Seller shall also inform the Buyer of the vessel’s name, vessel’s capacity, number of hatches,
number of cargo and particulars of the vessel’s readiness to effect operations through all hatches and at
completion of loading the quantity loaded per chamber and the quantity shipped.
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C. Vessel Discharge:
The vessel’s Master is to advise the Buyer’s agent at port of discharge the vessel’s name, date of arrival,
vessel capacity, number of hatches / numbers of cargo chambers, quantity loaded per cargo chamber and
the particulars of the vessel’s readiness to effect cargo operations through all hatches.
The vessel’s Master shall give ETA twenty (20) days and seven (7) days provisional notice and 72, 63- and
21-hours final notice of the vessel’s estimated time of arrival at port of destination to the Buyer’s agent at
the port of discharge. Such notices shall be affected during normal business hours and whether in berth or
not.
Lay time shall commence from 1.00 PM if vessel’s notice of readiness to discharge is given prior to noon
and from 8.00 AM of the next working day if notice is given after noon. If the port is congested, then lay
time is to commence twenty-four (24) hours after notice of readiness is given. The Buyer is responsible for
the product discharge.
The average discharge rate shall be 5,000 MT for tanks product or 10,000 MT for bulk product per weather
working day of twenty–four (24) hours.
If the port of discharge has a lower average discharge, the discharge rate will be adjusted according to the
port’s capacity. The times from 5.00 PM on Saturday to 08.00 AM on Monday and from 5.00 PM on the day
proceeding to 08.00 AM on the day succeeding any holidays are excluded even if used.
Should the vessel be discharged at the rate less than the average, the Buyer shall pay to Seller demurrage
at a rate established by that particular port per running day and prorated share for any portion of any
running day.
It is agreed that demurrage be settled by the vessel’s Master and Buyer’s shipping agent within five (5)
days from the receipt of the vessel Master’s Invoice.
All taxes or levies imposed by the country of destination, having any effect on this Contract are for Buyer’s
account and his sole responsibility. All taxes or levies and port dues imposed by the country of origin,
having any effect on this Contract are for the Seller’s account and his sole responsibility.
Should the vessel be required to shift from one berth for another port of discharge, then the time used
shifting shall be for the Buyer’s account. In the event lighter-age is required at the port of discharge, the
said expenses are for the Buyer’s account
The Buyer is authorized to claim on the Seller’s insurance policy in the event of non-delivery and the Seller
agrees to support the Buyer’s claim by providing all documents required for the processing of the said
claim, as appropriate.
D. Insurance:
Insurance is to be in accordance with ICC rules, and the terms and conditions of this Contract. Insurance
is for the Seller’s account and is his sole responsibility.
Insurance is to cover 110% of the value of the goods and should be payable to the order of the Buyer. In
case of request by the Buyer, the Seller will issue insurance for higher percentage and the Buyer will
compensate the Seller for the difference in price for the insurance price. Insurance of the goods for voyage
is the Seller’s sole responsibility. Insurance must include non-delivery of the goods.
SELLER BUYER
Page 14 of 18
APPENDIX C
SPECIFICATION FOR DIESEL FUEL (GAS OIL)
APPENDIX D
BANKING INFORMATION
No unauthorized contact with the Sellers-Buyers banks may be made without the explicit written permission
of the Seller if contact is made without this permission; this Contract is considered null and void.
Seller reserves the right to use of its alternate corporate bank accounts. In the event an alternate account
is to be used, Seller will notify Buyer of new bank coordinates within seventy two (72) hours of receipt of
hard copy of signed and sealed contract. Seller requires that Buyer notify Seller prior to forwarding any
financial instrument or correspondence to Seller’s bank.
The Seller reserves the right to change its banking institution, the said change shall not interfere, disrupt
or delay the time table as set within this contract, said change information shall be forwarded to the other
party within twenty-four hours of the change via email, fax or other written documentation.
SELLER BUYER
Page 15 of 18
SELLER’S NOMINATED BANK TO RECEIVE THE BUYER’S BANK INSTRUMENT:

Buyer Name:
Name of Bank: TEL:
Bank Address:
Account N0.
Account Name:
SWIFT:
Bank Officer:
SELLER’S BANK TO RECEIVE THE PRODUCT PAYMENT VIA MT-103:

Buyer Name:
Name of Bank: TEL:
Bank Address:
Account N0.
Account Name:
Country
SWIFT:
Bank Officer:
BUYER’S BANK ISSUING BANK INSTRUMENTS

Buyer Name:
Name of Bank: TEL:
Bank Address:
Account N0.
Account Name:
SWIFT:
Bank Officer:
BUYER’S BANK TO MAKE THE PRODUCT PAYMENT VIA MT-103

Buyer Name:
Name Of Bank: TEL:
Bank Address:
Account No.
Account Name:
Country
Swift:
Bank Officer:
APPENDIX E
BANK RWA LETTER
TO BE ADVISED
SELLER BUYER
Page 16 of 18
APENDIX F
FINAL APPROVED VERBIAGE FOR MT760
TO BE ADVISED
APENDIX G
SIGNATURE PAGE
By signing on the signature page, the parties hereby enter into this Contract.
Witness whereof, the parties hereto do set their hands and are witnessed with seals upon this
Commodity Contract as of September 6, 2024.
THE REAL PARTIES OF INTEREST:
The First Party: TRENCHCORE INTERNATIONAL LIMITED JV HALPHANIS GLOBAL COMPANY (SELLER)
For and on behalf of

Mr. Adeleke F. Philips
MD/CEO
The Buyer declares solely, under Penalty of Perjury, that the funds used for the payment of the goods
contained in this Contract, do not proceed from criminal acts of any nature, including drug traffic, money
laundry or any other act considered as a crime by international laws.
Witness whereof, the parties hereto do set their hands and are witnessed with seals upon this
Commodity Contract as of September 6, 2024.
The Second Party: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (BUYER)
For and on Behalf of

xxxxxxxxxxxxxxxxx
CEO
SELLER BUYER
Page 17 of 18
APENDIX H
PASSPORT & REGISTRATION PAGE
SELLER BUYER
Page 18 of 18

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SELLER CODE: FBYJAYEMPIRELTD/TRENCHCOREINTERNATIONALLIMITED/100,000MT/06092024

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

NOTICE TO AGENTS IS NOTICE TO PRINCIPALS

INTERPOSING ARTICLE 10(A) OF THE HAGUE CONVENTION

SALE AND PURCHASE CONTRACT OF

HERE & BETWEEN

TRENCHCORE INTERNATIONAL LIMITED

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

Definitions of terms used in this Contract

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

1. DELIVERY BASIS & TERMS - QUANTITY OF GOODS AND DELIVERY PERIOD

2.1 The product shall conform to the Specification in Appendix C hereto.

3. PRICE AND TOTAL AMOUNT OF CONTRACT

3.2 The price of the goods will be $620.00USD/MT.

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

4. DELIVERY TERMS AND PARTIES’ OBLIGATIONS

5. DELIVERY AND ACCEPTANCE OF GOODS

6. PAYMENT TERMS AND CONDITIONS

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

7. DOCUMENTS REQUIRED FOR PAYMENT

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

7.7 Phytosanitary Certificate, 1 original and 3 copies.

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

10. SELLER LIABILITY

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

11. BUYER LIABILITY

13. CONTRACT TERMINATION

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

15. GENERAL PROVISIONS

15.4 This Contract comprises this documents, Appendices and Addendums.

16. EFFECTIVE DATE

17. CONFIDENTIALITY AGREEMENT

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

 Do anything to circumvent the Buyer in such a way as to put Buyer at a commercial

18. NON-CIRCUMVENTION and NON-DISCLOSURE-WORKING-AGREEMENT

19. NON-PARTNERSHIP AGREEMENT

20. TRANSMISSION OF THIS AGREEMENT/CONTRACT

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

21. AGREED AND ATTESTED

22. SURVIVAL AND SUCCESSION

24. ENTIRE AGREEMENT/CONTRACT/GOVERNING LAW

25. LIABILITY TO THIRD PARTIES

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

CONTRACT NO: AGO10PPMPPM06092024

DATE: September 6, 2024

MONTH QUANTITY in bbl DESTINATION TOTAL

Vessel should be certified cargo hold cleanliness/suitable to load.

CONTRACT NO: AGO10PPMPPM06092024