Sales and Purchase Agreement For D 2 GASOIL GOST 305/82 LOT of 2,000,000. - METRIC TONS FOB Rotterdam

CONTRACT : 0001/SCM/FOB/24MMT/2010
SELLERS COMPANY NAME :

SUNRISE CAPITAL MANAGEMENT
S
P
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BUYERS COMPANY NAME :

SELLERS TRANSACTION CODE :
SUNRISE/08092010/0002
BUYERS TRANSACTION CODE :

PRODUCT / QUANTITY / PRICE ::
DATE / DISCHARGE PORT
D2
2,000,000.- MT per month

x 12 with roll & extension
DISCOUNT: GROSS USD 70NET

USD 50 per MT
September 23, 2010
FOB ROTTERDAM
FIXED PRICE
SALES AND PURCHASE AGREEMENT

For D 2 GASOIL GOST 305/82
LOT of 2,000,000. - METRIC TONS FOB Rotterdam
This agreement is made on the 23th DAY OF octoober 2010 and entered into by and
between:
BETWEEN:
COMPANY
ADDRESS

SUITE 14, WEST END LANE,WEST HAMPSTEAD, LONDON
NW6 2 LG. United Kingdom
REPRESENTED BY
Mr. Takmakov E.V.
POSITION
Director
TEL / FAX NUMBER

EMAIL ADDRESS
+38 095 4620328 / +35 92 8462889

Sanrise-03@list.ru
Referred to as "THE SELLER"

AND
COMPANY
ADDRESS
REPRESENTED BY
POSITION
TEL / FAX NUMBER
EMAIL ADDRESS
Referred to as "THE BUYER"
Hereinafter together shall be referred to as Party and Parties
Initialed by Seller:
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WHEREAS, the Parties mutually desire to execute this Contract which shall
be binding upon and inure to the benefit of the Parties, their legal
representatives, Successors and Assignees, in accordance with the
jurisdictional law of the negotiated and fully executed contract with terms
and provisions hereunder agreed upon.
WHEREAS, SELLER and BUYER, under full corporate or trust authority
and responsibility, respectively represent to each other on the date hereof
that the SELLER is the lawful owner of the commodity, in the quantity and
quality hereunder specified, and the BUYER has the full capability to
purchase the said commodity.
DEFINITIONS
WHEREAS the parties mutually accept to refer to the General Terms and
Definitions, as set out by the INCOTERMS Edition 2000 with latest
amendments, having the following terminology fully understood and
accepted:
Metric Ton: A measure of weight equivalent to one thousand kilogram mass
(1.000kg or one thousand one hundred and eighty liters volume (1,180 liters)
Commodity
:Is referred to as being RUSSIAN GAS OIL L0.2-62 GOST
305-82 Specifications, as per ANNEX A, elsewhere in this agreement also
refer to as "Product" which Specifications are detailed in the ANNEXA, which
is an integral part of the agreement.
Origin
RUSSIA
Day
Means a calendar day, unless differently specified.
Month
Quarter
: Period of three (3) consecutive months commencing on

the
Means a Gregorian calendar month.
1st January, 1st April, 1st July or 1st October.

ASTM
American Society for Testing and Materials is the

institute internationally recognized that approves all
Standards, Tests and procedures used in the Oil
Industry and to be referred in this agreement to the
latest revised edition with amendments in force to
date.
Out-turn
:
The quantity and quality of the
product ascertained by the
International Independent Laboratory at the
loading port,
according to the ASTM procedures, on
completion of the
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loading operations. The so determined outturn quantity

and quality is the basis on which the amount
will be
computed for the payment of the product
effectively
delivered to the Buyer.
Bill of Lading
: Is the official document, issued at the load

port after completion of the loading operations, stating
the ships loaded quantity expressed in
Cubic Meters
(Cub. Meters) and/or Metric Tons (MT) expressed as per
the above definitions. This document has to be signed in
original by the ship's Master and made out in
accordance without the instruction hereinafter specified
in this agreement.
Discharge Port/Terminal
Terminals
: FOB Rotterdam
: Designated by the Buyer as final delivery destination.
Delivery Date
: The date mutually accepted by both SELLER and BUYER

as the date on which the nominated international
surveyor company has ascertained the quantity and
quality of the product pumped into Buyer's designated
discharge terminal facilities. Under INCOTERMTM 2000
FOB = (COST) Rotterdam Port
Platts
: Platt's McGraw Hill, London is the internationally

recognized and accepted organization, which
publishes Platts European Market scan official
market, scans of Petroleum products Mediterranean
on daily basis Petroleum products Mediterranean on
daily basis.
Market Disruption
: Means that
(a) Platts fails to announce or publish information
necessary for determining the price index;
(b)The failure of trading to commence or permanent
discontinuation or material suspension of trading
in the relevant commodity or market acting as the
price index;
(c) The temporary or permanent or discontinuance or
unavailability of the price index;
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(d) The temporary or permanent closing of any

exchange acting as the price index; or
(e) A material change in the formula for or the
method of determining the price index.
International
Independent
:
SGS-Societe Generale de Surveillance # or
Laboratory/any International recognized surveyors.
CLAUSE 1 - SCOPE OF THE CONTRACT:

1.1
The seller has sold and the Buyer has bought on the basis of FOB
Rotterdam, the Commodity herein specified, having a minimum
Guaranteed Specifications as per the Russian GOST official Standard and
delivered in uniform lots during the term of this Contract.
CLAUSE 2 - COMMODITY:
2.1
RUSSIAN GAS OIL L0.2-62 , GOST 305-82 Specifications, as per

ANNEX A and having the contractual minimum Guaranteed
Specifications as per the Russian GOST official Standard herewith
attached as an integral part of this Contract.
CLAUSE 3 QUANTITY
3.1
The Monthly Delivery is 2,000,000 Metric Tons (Two Million Metric tons
) The Total contractual quantity of The Commodity sold and purchased
under this Contract is 24,000,000 (Twenty Four Million Metric Tons)
metric tons delivered during the Twelve(12) consecutive calendar months
following the effective date of this Contract,
3.2
In each month during the term, 2,000,000 (Two Million Metric tons)
metric tons with a variation of plus and minus 5% (five percent) at Sellers
option will be delivered in accordance with the agreed Delivery Schedule
as per ANNEX B and pursuant to Clause 4 of this Contract. This monthly
supply will be repeated for Twelve (12) consecutive calendar months as
provided in Clause 4. The total accrued quantity/amount of individual
deliveries shipped per month shall be referred to herein as a Monthly Lot
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and at the Buyers option these may be paid for on a per individual
shipment basis or on a Monthly Lot basis.
3.3
The Contract to supply the Commodity is allocated in the Contract number

0001// SCM/FOB/24MMT/2010 and the validity of the allocation assignment
as stated above is subject to the acceptance of the Buyers banking
instruments by the Sellers nominated bank.
3.4
The actual quantity of each shipment of the Commodity shall be assessed

by the SGS surveyor or its equivalent at the loading terminal on
completion of each loading and at the discharging terminal on completion
of each unloading operations, on the basis of shore and ship figures, or as
otherwise stipulated by clause 9.1 of this Contract. This assessed quantity
shall be used for computing the amount to be paid by the Buyer to the
Seller.
CLAUSE 4 DELIVERY
4.1
The duration of this Contract is for a period of Twelve (12) consecutive

calendar months under the following terms and conditions with possible
Rollovers and Extensions up to 24 (twenty four) calendar months if
required by the Buyer.
4.1.1
The first delivery shall FOB Rotterdam. Upon Positive Verification,

Authentication, and Validation of the Payment Instrument irrevocable,
confirmed, non-transferable, divisible documentary letter of credit (RDLC)
following delivery of the FULL POP as per clause 8 the deliveries shall be
as per the Delivery Schedule ANNEXB.
4.1.2
The time period of this Contract shall commence to count from the date of
Confirmation, Validation, Authentication and acceptance of the Buyers
Bank Instrument as per Clause 8.9
4.1.3
The time period for delivery of each Monthly Lot shall terminate upon
inspection of the last unloading for that month at the Sellers loading
terminal. Seller shall ensure that the Commodity Manifest is issued in
accordance with good standard practice followed at the Loading Terminal
at the time of loading the Commodity and that the Commodity Manifest is
forthwith delivered to the Buyer. Save for fraud or manifest error, the said
Commodity Manifest shall be conclusive and binding on both Parties. The
figures of the certificate of quantity as stated in such Commodity Manifest
and confirmed by SGS at the unloading terminal shall be used by Seller in
the preparation of invoices and the Buyer shall be obliged to pay the
invoiced amount based on such figures. If there is any difference on
quantity against the SGS survey report at the destination unloading
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terminal such difference will be forming part to be amended in next

shipment or to be altered from the commercial invoice payable by the
Buyers Bank with full consent and approval from both Parties or their
representatives.
4.2
In accordance with the provisions of Clause 3 or as otherwise agreed

between the Seller and the Buyer, the monthly quantity shall be delivered
hereunder as accruals of individual shipments effected within a given
month provided that these Monthly Lots shall be at the minimum
1,000,000 to 2,000,000 metric tons, thus satisfying the Monthly Lot
requirement.
4.3
The Seller to notify the Buyer of the chartered ships particulars (general
dimensions, cargo system arrangement, maximum unloading capacity
rate, cargo tanks capacity at 98% full, manifold sizes and reducers
available onboard). The information must be provided to the Buyer at least
three (3) international banking days prior to the nomination of ships by the
Seller. The Sellers nominated ships must be accepted by the Buyer and
such acceptance shall not be unreasonably withheld
4.4
The Seller shall ensure timely arrival of the ships at the Loading Port
Terminal in conformity with the approved Delivery Schedule as Annex
B.
4.5
The ships shall in all respects meet port rules and regulations in term of
seaworthiness, fire and common safety ballasting operations, and
discharging rates. The chartered ship shall comply with the three (3)
major Oil Companys requirements and shall be TOVALOP / PANDI
registered. Subject to Clause 14, all damages caused by non compliance
with such rules and regulations shall be borne by SELLER.
4.6
Transshipment is not allowed and partial shipment is allowed.
SAFE BERTH AND UTILISATION

4.7.1.
BUYER shall provide or cause to be provided, free of charge, a berth or

Berths which ship can safely reach and leave and at which can lie and
Unload always safely afloat.
4.7.2 For the unloading of each ship hereunder, BUYER shall provide free of
Charge a discharge berth for nominated ship with sufficient depth to allow
the ship when fully laden to proceed thereto, lie there at, and discharge
the products and depart from, always safely afloat.
4.7.3 BUYER may require a ship to shift berth, in which case the risks of Liability
(including environmental pollution) and costs of shifting berth shall be on
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the account of BUYER and the shifting time shall be counted

time.
as used lay
4.74 Unless otherwise specifically agreed, lightering shall not be emitted. Any
lightering shall be at the sole expense of BUYER and BUYER shall assume
all risks of liability, including, but not limited to, environmental pollution.
All time used in such lightering together with any consequential delay,
shall count as used lay time, or if the ship is on demurrage, as time in
demurrage, as provided by the SELLER.
4.7.5 SELLER warrants that ship shall comply with all applicable rules, regulation
and direction of Governmental, local authorities, of the Loading terminal
and of the unloading terminal.
4.7.6 SELLER shall arrange to have ships loaded as expeditiously as possible.
BUYER shall at its own expense provide or cause to be provided all
necessary flexible hoses, connection, pipelines, tank facilities and any
other equipment or facilities necessary for the safe efficient discharge of
the Products from the ship.
CLAUSE 5 - QUALITY:
5.1
For the full duration of this Contract the Seller guarantees that the quality
of the product sold and purchased will conform to the guaranteed
specifications RUSSIAN GAS OIL L0.2-62 , GOST 305-82 Specifications, as
per ANNEX A
CLAUSE 6 - PRICE:
6.1
The agreed price between SELLER and BUYER is based on Price

Discount Platt`s Rotterdam U$ 70 MT gross / U$ 50/MT net per
Metric Ton. Shipment of 2,000,000 MT per month, on FOB Rotterdam. The
Buyer shall determine in the Contract and if the port is changed, the Buyer
must inform the Seller at least twenty-one (21) calendar days notice.
6.3
The Parties shall decide on which port the Port of Loading is to be and set
it down in this Contract and, thereafter, if the port is changed the BUYER
must inform the SELLER with at least twenty-one (21) calendar days
notice.
CLAUSE 7 - PAYMENT:
7.1
Payment One months supply value of irrevocable, confirmed,

divisible, revolving non - transferable documentary letter of credit
payable in 45 days. All bank charges in country for buyers
account and outside for sellers account.. This letter of credit shall be
automatically revolving to the next month after payment for the Goods
being made by Swift/Telegraphic Transfer within three (3) International
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Banking days after issuance and sending of the documents as defined in

the contract clause 7.5. The issued letter of credit will be validated for at
least One Year and One Month with Rolls and extensions.
7.2
Sellers invoice will be based on the independent international surveyors

certificate of quantity at loading and unloading seaport.
7.3
All invoices shall be paid without offset, counterclaim or deduction at sight

after completion of discharge, upon presentation of the document listed in
Clause 7.5.
7.4
If payment due date falls on a banking holiday then payment shall be

made on or after the nearest preceding business day to the due date.
7.5
Settlement for any months shipment shall be made against presentation

of the following documents:-
7.5.1 Beneficiarys signed commercial invoice in triplicate covering the

Commodity cost based on the weight/tonnage indicated in the Bill of
Lading.
7.5.2 Full set of 3/3 original and 4 non-negotiable copies Clean on Board
marine Bill of Lading, endorsed FREIGHT PAYABLE AS PER CHARTER
PARTY, issued or endorsed to the order of BUYER, signed by Captain or
shipping agent and indicating the following:
7.5.2.1
7.5.2.2
Quantity in metric ton and/or Cubic Meter (M3).

Port of Loading.
7.5.2.3 Product descriptions: RUSSIAN GAS OIL L0.2-62, GOST 305-82 Specifications, as per
ANNEX A.
7.5.3
Certificate of Quality, issued or signed by the independent
international surveyor (SGS or equivalent) at the port of loading, quality
conformity to specifications, as per the RUSSIAN GAS OIL L0.2-62 ,
GOST 305-82 stipulated in ANNEX A hereto.
7.5.4
Certificate of Quantity, issued or signed by independent
international surveyor (SGS or equivalent) at the port of loading and
unloading, indicating the quantity in metric tons and/or cubic meters.
7.5.5
Certificate of Origin, issued or signed by the Chamber of Commerce
or Customs Authorities specifying the country of origin of the Commodity.
7.6
If in the SELLERS reasonable judgment, the BUYERS financial capability

has become impaired or unsatisfactory, and after a suitable warning, the
SELLER may call upon the letter of credit. The SELLER may then terminate
the Contract and shall be entitled to the remedies set forth in Clause 18.
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Under this agreement, the Buyer may opt to effect payment for the goods
by Swift/Telegraphic Transfer either on a per Shipment basis or on a per
Monthly Lot basis, provided that payment is in compliance with the period
of grace allowed for payment under the terms of this contract. In the event
that the payment of any consignment is not made duly in accordance with
this contract, Seller has the right to draw down the letter of credit and to
terminate the contract.
CLAUSE 8: PROCEDURES NON NEGOTIABLE

8.1
SUNRISE CAPITAL MANAGEMENT approves and issues draft Contract with
the NCND/IMFPA to Buyer which is open for amendments.
8.2
Buyer returns countersigned contract to SURISE CAPITAL MANAGEMENT.
8.3
Bank Buyer receives the contract signed by the parties. On the basis of the
signed draft contract Buyer Bank issue BRL to addressed SCM and Gazprom, FCO, and
confirm NCND and IMFPA.
8.4
contracts
Both parties exchange hard copies of the signed contract and Lodge
with their respective banks.

8.6
Seller issues FULL POP to Buyer
8.7
Buyers bank issues an 100% CONFIRMED, NON-TRANSFERABLE,
DIVISIBLE
DOCUMENTARY LETTER OF CREDIT to Sellers bank with LC validity of 45
days
All bank charges in country for buyers account and outside for sellers
account.
8.8
FULL POP to Buyer to include: (See Annex E)
A: SGS report of quality and quantity.
B: Dip Test Authorization letter.
C: Tank Receipt for immediate lift able quantity.
D: Copy of license to export, issued by the department of the ministry of
energy.
E: Copy of approval to export, issued by the department of the ministry
of
justice.
F: Copy of statement of availability of the product.
G: Copy of the refinery commitment to produce the product.
H: Copy of Transneft contract to transport the product to the port.
I: Copy of the port storage agreement.
J:
Copy of charter party agreement(s) to transport the product to
discharge
port. Bill of Lading.
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Delivery commences as scheduled. Buyer releases payment to SANRISE

CAPITAL MANAGEMENT Bank 100% irrevocable, confirmed, nontransferable documentary Letter of credit payable in 45 day. All bank
charges for buyers account and outside
For sellers account.
The SGS inspection will be borne by HAUSSMANN TRUST TRADING FZE at the
loading
port and Buyer at the unloading port.
CLAUSE 9 - INSPECTION - QUANTITY / QUALITY DETERMINATION:

9.1
Seller and Buyer shall mutually appoint an internationally recognized first

class independent international survey company at both the loading port
and unloading port to assess and certify the quality and quantity of the
cargo according to the provisions herein stated. The Seller will pay the
total inspection fee, as per the Surveyor's invoice at the loading port and
buyers will pay at the unloading port.
9.2
Quantity and quality assessments, conducted by the appointed

International Survey Company, shall be in accordance with methods and
procedures usually used in the oil industry practice, and however, at all
times, shall strictly comply with the revised ASTM International Standards
and Procedures enforced at the date of compliance.
9.3
For converting volumes, from observed to standard temperature, and

volume measures to weight, ASTM tables, latest revised edition, must be
used.
9.4
Results of the surveyor companys assessment at the loading terminal

and/or unloading terminal, absent of fraud or manifest error, shall be final
and binding on Parties incurred.
9.5
The quantity & quality of each shipment of oil shall be assessed, by the
surveyor at the loading port on completion of each loading operation, on
the basis of shore figures, or as otherwise stipulated by Clause 3 of the
contract. This assessed quantity will be used for computing the amount to
be paid to the Seller, applying the price as per clause 6.1 in the contract.
The formula to compute the value of each single batch, as follows:
BV=P*Q Where:
BV: denotes the value of the full contract batch
Q: denotes the quantity, of the single loaded batch
P:
denotes the price obtained as per clause 6.1 above
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9.6
In the event of there being an inaccuracy with devices used to measure

the Quantity and Quality received at the discharge port (failure of flow
meters, meter banks and/or other devices) then, manual shore tank
measurement shall be applied. Should the surveyor's report that the
above is the case, and in his opinion the shore tanks are ship figures: TCV
(Total Calculated Volume), applied a valid V.E.F. (Vessel Experience Factor),
shall be used to compute the delivered quantity of the current batch and
the allowable loss on every shipment caused by the above said case is not
more than 0.5% from the total quantity of every shipment.
9.7
At its own expense, each Party may have a representative present to

witness all measurements and tests.
9.8
Arbitration Samples:
9.8.1 During loading of the tanker arbitration samples are to be taken from the
auto sampler or flow meter. Sampling should be performed according to
standard procedure currently accepted at port loading. Samples thus taken
shall be thoroughly mixed, put into labeled bottles and sealed.
9.8.2 One part of samples filled into properly labeled bottles and sealed by
Seller or its appointed representative, is to be place on board the tanker
under the care of Captain for delivery to Buyer to its appointed
representative at the unloading terminal.
9.8.3 The taken samples shall be considered as the only samples for arbitration.
If loading was made under the observance of the independent
surveyor/SGS or equivalent, samples taken by this surveyor shall be
considered as arbitration samples.
9.8.4 Both parties shall keep these samples within the duration of this contract
and in case of claims, until moment of settlement.
CLAUSE 10 - INSURANCE:
10.1 The Buyer, at his own expense, shall procure a policy with a first class
Marine Insurance Institute to cover the 110% (One Hundred and Ten
Percent) of the value of the cargo. The Insurance Policy will cover all risks
of loss or damage to said cargo, including war, hijacking, explosion etc.
from the time the cargo has passed the ship's manifold at the loading port
until arrival at port of destination.
CLAUSE 11 BREACH AND SANCTIONS:
11.1 In case SELLER delays loading of the Goods according to the delivery
schedule agreed and authorized by both Parties (Annex B), the SELLER
have to pay a penalty to the BUYER at rate of 0.5% for each day delayed
loading but the total penalty may not be more than 5%.
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11.2 In case BUYER delays payment of the Goods as per Clause 7 the
payment agreed by both Parties, the BUYER have to pay penalty to the
SELLER at rate 0.1% for each day delayed but the total may not be more
than 5% of unpaid amount.
11.3 Buyer warrants that product will not be traded directly or indirectly to
countries prohibited by the United Nations.
11.4 Subject to Clause 15 herein, in the event of failure by the Seller or Buyer
to comply with any of the obligation assumed under this contract, shall
entitle the other party, without prejudice to any other or recourses
available to it, to consider such failure as breach of this contract and to
terminate the same, or to unilaterally suspend its performance until such
failure is corrected, and in both cases, may claim direct damages for the
breach of this contract.
CLAUSE 12 - CLAIMS:
12.1 Any claims that either party may have against the other Party, other than
demurrage Claims must be submitted to the other Party within a period of
four (4) weeks from the date of the event giving rise to such claim, along
with supporting documentation reasonably requested by the other Party.
All claims will have right to apply for arbitration.
12.2 The claims on demurrage should be submitted to the Seller within thirty
(30) calendar days from the date of the Bill of Lading, otherwise the claim
will be considered void and shall be rejected. The demurrage shall be
considered and paid within fifteen (15) calendar days from the date of
receipt from the Buyer of all documents, confirming the given claim. The
Buyer shall present the claim comprising of the following documents, copy
versions of which shall be deemed acceptable:12.2.1 Statement of facts
12.2.2 Notices of Readiness
12.2.3 Two copies bill of Lading
12.2.4 Act of passage through the quantity meter
12.2.5 And any related / relevant document signed by authorized
persons.
12.2.6 Those document if required by the Buyer must be issued by the
person or authority in charge within 48 banking hours to the
Buyer; otherwise a simple notification in writing to Seller by
Buyer will be enough to consider the missing of such document
on claim to be presented.
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12.3
All Claims will be submitted in writing, include supporting
documentation requested by the other Party, and both parties agree to
acknowledge such claims by written acceptance.
12.4
In the event the SELLER shall fail to correct, in a timely manner,
any breach of its obligation here under payment equivalent to NOT more than
the sum to claim damages for cause, and receive payment equal to NOT more
than the sum equivalent to the amount of the Payment Guarantee if
compensated and acceptable to the Buyer, otherwise the Buyer will be free to
claim for compensation through the Court in London.
CLAUSE 13 - TAXES OBLIGATIONS AND IMPORTS:
13.1 SELLER shall pay all and any taxes, duties related to the performance of
this Contract and collected up to and at the nominated Loading Port
Terminal.
13.2 BUYER shall pay all taxes, duties related to the performance of this
Contract and collected beyond the nominated Loading Port.
13.3 BUYER shall be the importer for record at unloading Port Terminal and to
be responsible for any Taxes duties, imports, charges, fees and dues of
every description and howsoever designated attributable or related to
importation of the Commodity which may be imposed.
CLAUSE 14 - LIABILITY EXEMPTIONS DUE TO FORCE MAJEURE.
14.1 All rules of the International Chamber of Commerce, Paris for force
majored circumstance shall apply to this contract.
14.2 Neither one of the Parties shall be responsible for full or partial nonperformance of their obligations under the present Contract, if such nonperformance is a result of force majeure circumstances, such as: fire,
flood, adverse weather, strikes, war (announced and not-announced),
disorder, perils of embargo, destruction of the materials, delays due to the
breakdown of the ship, wreck, restrictions entered by the government
authority/ies (including protectionism, quota introduction and price
control) or any event, occurrence or circumstances beyond the Parties
control raised out after the conclusion of the Contract.
14.3 If any of the above-mentioned circumstances directly affect fulfillment of
the obligations during the period determined by the present Contract, the
term for obligations fulfillment will increase accordingly to the duration of
force majeure circumstances. No reduction or suspension in the deliveries
or receipt of the Commodity due to any of the above-mentioned
circumstances shall extend the term of this Contract or terminate the
same.
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14.4 However, in case force majeure circumstances exist for more than thirty
(30) days, the Parties shall have right to cancel the present Contract
partially or completely, without prejudice to any sums owing by either
Party to another Party for performance rendered hereunder.
14.5 Any party claiming excuse by reason of force majeure shall deliver prompt
written notice to the other Party of the events or circumstances and the
expected duration of the excuse. A certificate issued in original by a
competent recognized authority shall be deemed as sufficient proof for the
claim of force majeure and for its duration. If one of the prejudiced Party is
considering not comfortable with such document, he is free to intervene
for compensation and to claim through the Court in London, United
Kingdom.
CLAUSE 15 - APPLICABLE LAW
15.1 The validity, interpretation of performance of this Contract shall be
governed and adjudicated in accordance with the law in England through
the court of London (United Kingdom).
15.2 If a dispute arises out of or relates to this contract, or breach thereof, and
if the dispute cannot be settled through negotiation, the parties agree first
to try in good faith to settle the dispute by mediation administered by the
English Arbitration Association before resorting to arbitration,
litigation, or some other dispute resolution procedure.
15.3
Notwithstanding anything to the contrary in any other provision hereof,

this Contract shall not be interpreted or applied so as to require either
Party to do, or to refrain from doing, anything that would constitute a
violation of English Laws and Regulations in the United Kingdom, including,
but not limited to laws or regulations restricting participation in or
compliance with certain foreign boycotts, directly or indirectly, as
contained in English Export Administration, as amended. The Parties
agree to cooperate and conduct their businesses pursuant to this Contract
in such a manner so as to ensure that neither Party nor any of its affiliates
is placed in a position of noncompliance laws and regulations, including
but not limited to, any reporting requirement English Laws and
regulations.
CLAUSE 16 - ARBITRATION
16.1 All disputes arising in connection with the present contract shall be settled
in an amicable way firstly. Should the parties reach no agreement, and
then with one or more arbitrators appointed in accordance with the said
Rules shall bring the case for final settlement under the rules of
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Conciliation and Arbitration of the International Chamber of Commerce in

GENEVA, SWITZERLAND.
16.2 Each party shall appoint one court. Nothing in the agreement shall be
construed to prevent any Court having jurisdiction from issuing
injunctions, attachment orders or orders for other similar relief in aid of
any arbitration commenced by the Arbitrator(s) may be entered in any
Court having jurisdiction hereof.
16.3 Neither party shall fail to comply in a timely way with the obligation of this
part to be performed in pursuant to this contract even though a dispute
may have been arisen and preceded into arbitration.
16.4 Finding as assessed by the designated third Arbitrator, without any
possibility of recourse, will be final and binding on both parties.
CLAUSE 17 - SPECIAL CONDITIONS
17.1 Buyer and Seller warrant to each other that they have exerted and shall
continue to exert their best efforts to avoid any action, which might be
detrimental to one anothers interest in the negotiation, execution and
performance of this contract.
17.2 The parties hereby agree that all terms, which are not specifically
confirmed and agreed upon in this contract, have to be referred to the
general rules of the ICC INCOTERMS Edition 2000 with latest
amendments.
17.3 Upon mutual agreement of both parties, this contract can be extended for
the same time period having the same terms and conditions of this contract
providing that either party submit their written request to the other party no
later than one (1) month prior to the termination of this contract.
17.3.1
The Seller will negotiate his due Credit, from LC, for each delivered
batch on either a per shipment or per Monthly Lot basis, at the Buyers
option, against presentation of the following Documents:
3/3 Bill of Lading (Original)
3/3 Commercial Invoice (Original)
3/3 Packing List
3/3 Certificate of Origin (one original)
3/3 Certificates of Quantity and Quality by SGS/CIQ
1/2 Insurance Policy / Certificate (one original)
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1/1 Certificate for Export from the Russian Ministry of Energy &
Justice.
CLAUSE 18: LAY CAN, LAY TIME & DEMURRAGES

18.1 LAY CAN
18.1.1
Seller and Buyer hereby agree that the first monthly delivery schedule
specifying the lay cans at both designated load port(s) shall be agreed
upon within Five (5) working days after acceptance date of the letter of
credit. The Seller designated loading terminal(s) shall officially confirm,
directly to the Buyer, the delivery schedule and related lay cans.
18.1.2
Every Fifteen (15th) day of the Third (3rd) month of the current
quarter the next quarterly delivery schedule shall be agreed upon by both
parties.
181.3 Lay cans at Buyers designated discharge port(s) are the Buyers
responsibility (and should be fixed within a Five (5) days range).
19.2 LAYTIME:
19.2.1
Seller warrants that nominated ship(s) will be allowed to load her
cargo within a reasonable time base on the size of the ship.
19.3 DEMURRAGE:
19.3.1
Demurrages at loading ports are paid by Seller to Shipper, at sight
and at first and simple written request. Demurrages outside the loading
ports are paid by Buyer to Shipper, at sight and at first and simple written
request.
19.3.2
Demurrages amount shall be computed at the Chartered Party rate.
For this purpose, Seller shall provide the Buyer with a copy of the Charter
Party or others document related with shipment.
19.3.3
Demurrages will be based on daily rate or pro-rate thereof
19.3.4
If the vessel arrives at the unloading terminal ahead of the range of
days in accordance with clause 18.1.3, such notice shall only be effective
as from 00.01 hours on the first of these days, unless the unloading
terminal will use its best efforts to minimize the delay of unloading.
19.3.5
In the case of a vessel arriving later that the range of days accepted,
the delivery terminal would use its best efforts to minimize the delay to
unloading. However, in such case, lay time will only start to count upon
being all in berth.
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CLAUSE 19 - LETTER OF INDEMNITY:

19.1 In case the Seller is not able to deliver to the Buyer in due time the set of
original bills of lading of each cargo's batch, the Seller then has to provide
the Buyer with a hard-copy of letter of indemnity to temporarily missing
bills of lading.
19.2 Wording of this letter of indemnity will be acceptable to the Buyer and
shall cease to have effect upon presentation of the original bills of lading.
19.3
In the event of unusual circumstances, which prevent the Seller from

presenting to the Buyer the original bills of lading within in a sixty (60)
days period the Seller agrees to provide the Buyer and the Buyer agree to
accept a second and subsequent letter of indemnity covering the cargo
batch in question.
CLAUSE 20 - ASSIGNMENT
20.1 The Seller/Buyer may at any time assign this contract or its total or partial
performance hereof to any other Company, which assumes the obligations
of the Seller/Buyer under the terms of the assignment. Formal notice of
the assignment shall be rendered to the Buyer/Seller, express indicating
thereon the assignee's address. The assigning party must have written
permission from the assigned party approving the new partner.
CLAUSE 21 - GENERAL
21.1 This agreement and the attached IMFPA contains the entire understanding
between the parties with respect to the transactions contemplated hereby
and can only be amended by a written agreement. Any prior agreement,
written or verbal is deemed merged herein and shall be superseded by
this agreement.
21.2 This agreement may be executed simultaneously in Two (2) or more
counterparts, each of which shall be deemed to be an original.
21.3 The article and other headings in this agreement are for convenience only
and shall not be interpreted in any way to limit or change the subject
matter of this agreement.
21.4 All signed appendices, annexes and supplements shall constitute an
integral part of the present contract.
21.5 With the exception of causes specifically mentioned in the present
contract, neither party may be held liable for indirect limited losses
resulting from nonperformance of the obligations hereunder.
21.6 Conditions that have not been specified in the present contract shall be
governed by INCOTERMS and subsequent amendments related to FOB
basis at discharge ports.
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21.7 EDT (Electronic Document Transmission) shall be deemed to be valid and

enforceable in respect of the provision of this contract. Either party shall
be in a position to request a hard copy of any previous electronic
transmitted document.
21.8 Grammatical mistakes, typing errors, if any, shall not be regarded as
contradictions.
21.9 Any information contained herein shall be kept confidential, and shall not
be subsequently disclosed to third parties or reproduced in any way.
CLAUSE 22 - PARTIES LEGAL ADDRESSES
SELLER:
SUITE 14, WEST END LANE,WEST HAMPSTEAD, LONDON
NW6 2 LG. United Kingdom
Mr. Takmakov E.V.
Director
+38 095 4620328 / +35 92 8462889
Sanrise-03@list.ru
BUYER:
CLAUSE 23 -BANKING DETAILS.
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SELLER FINANSIAL OPERATOR TRADEX ALLIANCE LTD

BANKING DETAIL:
Bank's Name
: Marfin Popular Bank Public Co. Ltd.
Address
: Limassol, Cyprus
IBANAccount
: CY85 0030 0179 0000 0179 3226 2974
Bank Officer
Swift Code
Tel No
: ANNA
IOANDU
: LIKICY2N120
: +357 258 122 42
BUYER BANKING DETAIL:

Bank Name
Address
Account Number
Account Name
Bank Swift Code
Bank Officer
Tel No
Fax No
:
:
:
:
:
:
:
:
CLAUSE 24 CONCLUSION
IN WITNESS WHEREOF the parties hereto have set their hands and seal the
day and the year set out in this Agreement.
CLAUSE 25 PERFORMANCE BOND (PB)
25.1 The Sellers bank, in accordance with the provisions set out, will post into
the beneficiarys bank account nominated by the Buyer, a Performance Bond to
cover the 1%(one percent) IRREVOCABLE TRANSFERABLE
25.2 The format of the performance Bond shall be in accordance with the latest
ICC URDG458
(International chamber of commerce uniform rules for demand guarantee) as
per AnnexD.
25.3 In the event of Nonperformance by the Seller, the Sellers PB will be called
up by the Buyer and the Seller will instruct his bank to issue a new PB (based on
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1%of within a period of 24 (twentyfour) hours having the same tenor as the
previous one. Should this be the case, all future payments due by Buyer will be
suspended until such a time that the new PB has been placed
SIGNED and delivered by and on behalf of:
SELLER
In the presence of: SUNRISE CAPITAL MANAGEMENT

NAME: MR TAKMAKOV EVGENIY
PASSPORT NO: EK 837223
COUNTRY: UKRAINE
September 23, 2010
SIGNED and delivered by and on behalf of:
BUYER
In the presence of:

NAME:
PASSPORT NO:
COUNTRY:
ANNEX A
The Parties [The Seller and the Buyer] hereby have agreed on the following
SPECIFICATION OF THE PRODUCT: GASOIL D2 L 02/62 GOST 30582
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RUSSIAN GAS OIL D2 GOST 305-82

COMPONENT
UNIT
Density@ 20 deg C
Kg / m
MIN
MAX
0.870
Colour
2.0
Flash point, PMCC
Deg C (C)
57
62
Kinematic viscosity @20 deg
C ST
3.0
6.0
Pour point
Deg C (C)
(*)
-10.0
Cloud point
Deg C (C)
(*)
-5.0
Mercaptan sulphur
0.01
Acidity, mg / 1000 cm
Iodine number
g/100g
Ash
%wt
Total Sulphur
%wt
0.02
0.05
Copper corrosion
3hrs@50 deg C
(typical)
1A
CCR on 10% Residues
%wt
0.01
0.20
Cetane index
45
Distillation range :
- 50% Recovered Volume
deg C (C)
280
- 90% Recovered Volume
deg C (C
360
- Bacteria MBC
Fibre / it
500
- Bacteria CFU
Fibre / it
1000
- Bacteria MBC
Fibre / it
500
- Bacteria CFU
Fibre / it
1000
Summer from March to October (PP 5.0 degrees C)

Summer from March to October (CP 0.0 degrees C)
Winter from November to February (PP 10.0 degrees C)
Winter from November to February (CP 5.0 degrees C)
ANNEX "B"
SHIPPING SCHEDULE
CONTRACT NO: 0001/ SCM/FOB/24MMT/2010
TENTATIVE DELIVERY SCHEDULE
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MONTH
YEAR
OCTOBER
NOVEMBER
DECEMBER
JANUARY
FEBRUARY
MARCH
APRIL
MAY
JUNY
2010
2010
2010
2011
2011
2011
2011
2011
2011
2.000.000
JULY
2011
2.000.000
AUGUST
SEPTEMBER
2011
2011
2.000.000
TOTAL
QUANTITY MT
2.000.000
2.000.000
2.000.000
2.000.000
2.000.000
2.000.000
2.000.000
2.000.000
2.000.000
24.000.000 MT
ANNEX C
LIST OF DOCUMENTS TO BE PROVIDED AS/WITH PROOF OF PRODUCT
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The following documents shall be provided by the Seller to the Buyer on BOTH
an EDT basis AND delivered on Bank to Bank basis.
1.
Copy of License to export issued by the Russian Ministry of Energy.
2.
Copy of Approval to export issued by the Russian Ministry of Justice.
3.
Copy of Statement of availability of the Product, RESOURCES CERTIFICATE.
4.
Copy of the Refinery commitment to produce the Commodity.
5.
Copy of Charter Party Agreement to transport the Commodity to the Discharge

Terminal.
6.
Copy of the production or processing contract, showing the Exporter of Records

has current valid contract with refinery for production of gas oil or has current
valid supply crude oil contract to the refinery for process into gas oil, whichever
is appropriate to this Contract.
7.
Copy of the Transneft Transport Contract used for transporting the Commodity to
the Loading Terminal.
8.
Copy of storage and loading Contract for holding the Commodity at the Loading
Terminal.
SGS report of quality and quantity.
Dip Test Authorization letter.
Tank Receipt for immediate lift able quantity.
9.
10.
11.
ANNEX D
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Ref. ICPO /GAZPROM ___________

From "___" XXXX 2010
VIA GAZPROM
To Mister Milleru A.B.
BANK REFERENCE LETTER

We, XXXXXX on behalf of Chairman of Board of bank (the name of bank)
_____________________________________ we confirm solvency of ///////// OF SUNRISE
CAPITAL MANAGEMENT ref: contract NO: 0001/SCM/FOB/24MMT/2010 existing
between our client and SUNRISE CAPITAL MANAGEMENT. Also we render allround financial services in the name of the company Support in maintenance
irrevocable of the corporate order ___________ from ___ XXXXXX 2010 at the
conclusion the specified company of the contract on purchase - sale of the
goods Diesel oil D2 L-02-62.
Buyers Banking Coordinate
Bank:
Branch:
Address:
Account name:
Account
SWIFT:
Phone:
E-mail
Bank Officer:
The head of bank
__________________
Signature
__________________
Signature
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Sales and Purchase Agreement For D 2 GASOIL GOST 305/82 LOT of 2,000,000. - METRIC TONS FOB Rotterdam

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Sales and Purchase Agreement For D 2 GASOIL GOST 305/82 LOT of 2,000,000. - METRIC TONS FOB Rotterdam

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CONTRACT : 0001/SCM/FOB/24MMT/2010

SELLERS COMPANY NAME :

BUYERS COMPANY NAME :

BUYERS TRANSACTION CODE :

2,000,000.- MT per month

DISCOUNT: GROSS USD 70NET

September 23, 2010