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NCNDA IMFPA Template1

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The key takeaways are that this agreement outlines the terms and conditions for business transactions between buyers and sellers of oil products, including maintaining confidentiality of sources and contacts.

The purpose of the agreement is to define the legal obligations and parameters for a working business relationship between the parties to mutually benefit from current and future transactions.

The agreement outlines terms regarding soliciting or accepting business from sources provided by the other party, maintaining confidentiality of business sources, ensuring transactions are not affected, and allocating considerations from contributions.

This document applies to this, and any future spot or contract purchases that may take place between

the respective
Buyer and Seller named. The associated Mandates, Buyers, Agents, Intermediaries, others referred to herein are to be
compensated for those current and future transactions in accordance with the principles set forth in this agreement.

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are
bound by a duty of Confidentiality with respect to their sources and contacts. This duty is in accordance with the International
Chamber of Commerce.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties
hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated
organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable
considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1.TERMS AND CONDITIONS


A.The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources
were made available through this agreement, without the express permission of the party who made available the source and,
B.The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose
such business sources only to the named parties pursuant to the express written permission of this party who made available the
source, and,
C.That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure
the other that the transaction codes established will not be affected.
D.That they will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by
either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they
will not enter into any direct negotiations or transactions with such contracts revealed by the other party and
E.That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the
names of which have been provided by one of the
F.Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sale of this
agreement, it does not matter whether information obtained from a natural or a legal person. The parties also undertake not to
make use of a third party to circumvent this clause.
G.That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be
entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all
expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
H.All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the
parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.
I.This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in
All Commonwealth Country’s, European Union Country’s, USA Courts, or under Swiss Law in Zurich, in the event of
dispute, the arbitration laws of states will apply.
J.The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall
perpetuate for five (5) years from last date of signing for the present and future transactions of oil products.

2.AGREEMENT TO TERMS
A.Signatures on this Agreement received by the way of Facsimile, Mail and/or E-mail shall be an executed contract. Agreement
enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
B.All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they
have full and complete authority to execute the document for and in the name of the party for which they have given their
signature.
C.The present agreement is valid only if the Deal is successfully.
D.The sale of the product is under the sole responsibility of the end seller.
E.The payment of the product is under the sole responsibility of the end buyer from a clean source of money.
F.The due diligence of the POP documents and Documents for the Title Ownership Transfer is under the sole responsibility of the
end buyer.

3.ACCEPTED AND AGREED WITHOUT CHANGE

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BUYER: BUYER MANDATE :
Name : Name :
Signed on: Signed on:
Company Name: Company Name:
Address: Address:
Signatory’s Full Name: Signatory’s Full Name:
Signatory’s Position: Signatory’s Position:
Passport Number: Passport Number:
Citizenship: Citizenship:
Telephone No.: Telephone No.:
Phone Fax No.: Phone Fax No.:
Mobile No.: Mobile No.:
E-Mail: E-Mail:
Nationality: Nationality:
Sign / Seal : Sign / Seal :

INTERMEDIARY INTERMEDIARY

Name : Name :
Signed on: Signed on:
Company Name: Company Name:
Address: Address:
Signatory’s Full Name: Signatory’s Full Name:
Signatory’s Position: Signatory’s Position:
Passport Number: Passport Number:
Citizenship: Citizenship:
Telephone No.: Telephone No.:
Phone Fax No.: Phone Fax No.:
Mobile No.: Mobile No.:
E-Mail: E-Mail:
Nationality: Nationality:
Sign / Seal : Sign / Seal :

2 of 10 BUYER`S SIGNATURE
INTERMEDIARY INTERMEDIARY
Name : Name :
Signed on: Signed on:
Company Name: Company Name:
Address: Address:
Signatory’s Full Name: Signatory’s Full Name:
Signatory’s Position: Signatory’s Position:
Passport Number: Passport Number:
Citizenship: Citizenship:
Telephone No.: Telephone No.:
Phone Fax No.: Phone Fax No.:
Mobile No.: Mobile No.:
E-Mail: E-Mail:
Nationality: Nationality:
Sign / Seal : Sign / Seal :

SELLER FACILITATORS SELLER DIRECT

Name :
Name : Signed on:
Passport: upon r Company Name:
Nationality: Address:
Designation: Signatory’s Full Name:
Company:
Signatory’s Position:
Address:
Tel: Passport Number:
Fax: Citizenship:
Mobile: Telephone No.:
e-mail: Phone Fax No.:
Mobile No.:
Sign / Seal / Date : E-Mail:
Nationality:
Sign / Seal :

3 of 10 BUYER`S SIGNATURE
SELLER MANDATE SELLER

Printed Name: Name :


Company : Signed on:
Address : Company Name:
Cell Phone: Address:
E-mail : Signatory’s Full Name:
Passport No.: Signatory’s Position:
Web Site:
Passport Number:
Designation :
Date & Time:
Citizenship:
Sign / Seal : Telephone No.:
Phone Fax No.:
Mobile No.:
E-Mail:
Nationality:
Sign / Seal :

EDT ( Electronic document transmissions )


EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this
Contract. As applicable, this agreement shall be:-
1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National Commerce Act’’ or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United
Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).
3- EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either
Party may request hard copy of any document that has been previously transmitted by electronic means
provided however, that any such request shall in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.

Irrevocable Master Fee Protection Agreement


SELLER’S NAME
REPRESENTED BY
BUYER’S NAME
REPRESENTED BY
CONTRACT Nº:
ALLOCATION Nº: After swift Guarantee MT799

COMMODITY

ORIGIN RUSSIAN, OR AS SELLER´S OPTION


CONTRACT PERIOD

4 of 10 BUYER`S SIGNATURE
TERM
AVAILABLE IN TANKS
CONTRACT QTY
CONTRACT PRICE:
SPECIALCONSULTANT
FEES
PERFORMANCE BOND As per contract
Procedures
CLOSING PROCEDURES

1. Buyer swift Bank Guarantee (BG)/Standby Letter of Credit (SBLC or SLC)


/Letter Payment Guarantee (LPG)/Bank Letter Guarantee (BLG) for one month
with validity of one year
PROCEDURE:
2. Seller provides partial POP with 2% PB
3. Buyer provides MT 760
4. Full POP
5. Shipment
6. Payment through Revolving Documentary Letter of Credit(RDLC) ICC 600
swift MT720/ Documentary Letter of Credit(DLC) ICC 600 swift MT700 or
Telegraphic Transfer (TT) via MT103/23
7. Buyer’s payment will be done after each shipment

Shipment with BG/SBLC [Swift] & payment for product with TT/ RDLC/ DLC [Swift]
We the undersigned herewith referred as the BUYER, under penalty of perjury do hereby irrevocably confirm and
irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being
paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions
and in accordance with the bank details to be specified in the hard copies of this contract.

We, the BUYER, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders
to the beneficiaries named below; furthermore, we, the BUYER, confirms that all pay orders shall automatically
transfer funds as directed into each beneficiaries designated bank account within 1 (one) day after the date of
closing and completion of each and every shipment of the product during the contract term plus any/or extensions
and rollover of the specified contract. For the purpose of clarity, we confirm that the closing and completion of each
and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down
at the counters of the issuing bank.

We, the BUYER, agrees to provide all beneficiaries with written evidence of the pay orders lodged with our bank
together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly
signed and stamped acknowledgement of this instruction as set out in the agreement. Forming part of this agreement,
it is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and
this MFPA acts as an integral part of it.

We, the BUYER, agrees that the terms of Purchase and Sale of the Commodity shall be as per Contract between
____________ (As Seller) and BUYER NAME (As Buyer). Beneficiary named below under The Buyer side
beneficiary are acting strictly as our Agents and or Mandates shall have no liability whatsoever towards the Seller
and/or Buyer (and their respective Agents or intermediaries) on account of default under the contract by Seller
and/or Buyer. Agents / Mandates and or Intermediaries shall have no liability towards the Seller and/or Buyer (and
their respective Agents or intermediaries) on account of default under the contract by Seller and/or Buyer. M/s.
Agents / Mandates and or Intermediaries or their officers, partners, directors and employees shall not be liable under
any theory of contract, strict liability, misrepresentation or other legal equitable theory for any loss of damage of any
nature incurred by Buyer and/or Seller and their respective Mandate/Agents or intermediaries in the performance of
the contract(s) between Buyer and Seller. Agents / Mandates and or Intermediaries shall not be liable to Buyer

5 of 10 BUYER`S SIGNATURE
and/or Seller and their respective Mandate/Agents or intermediaries for any special, incidental or consequential
(indirect) or contingent damages such as but not limited to loss of profit, loss of opportunity, loss of business, etc.

We the undersigned being the Buyer, named legally authorized representative as stated within the signed and
legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments
in USD currency to all beneficiaries named below as their rightful and payable commissions. This agreement also
acts as a record confirming the commission amounts for each named beneficiary as set out below:

TOTAL COMMISSION SHALL BE AS FOLLOWS: ($ .00)

The amount of USD $ .00 per Metric Ton / Shipment / Month delivered should be settled as herein stated to be
transferred into the account as the Beneficiaries described and named below

TERM & CONDITIONS


This master fee protection agreement covers the initial contract and shall include any renewals, extensions,
rollovers, additions or any new or transfer contract any how originated from this transaction because of the above
intermediaries or changing codes of the initial contract entered into between the buyer and seller.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and
divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary.
All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or
in the future for a period of three (3) years from the date of the execution of this fee protection agreement. This
document binds all parties, their employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties
to this agreement. This document may be signed and in any number of counterparts all of which shall be taken
together and shall constitute as being one and the same instrument.
Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time,
date or period mentioned in any provision of this document shall only be amended by agreement in writing and
signed off by all parties concerned.
Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension
or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays
to ensure such commissions and paid within the terms of the agreement.

PARTIAL INVALIDITY:
The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not
affect its illegality, validity or enforceability under the law of any other jurisdiction or provision.

GOVERNING LAW AND JURISDICTION:


This document shall be governed and construed in accordance with current English or I.C.C 400/500/600 signed
between partners NCND laws.

ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement
including any questions regarding its existence, validity or termination to arbitration rules of the international
arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties
and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.

Accepted & Agreed by the Buyer and Beneficiaries named below

PARTICULAR’S Buyer
Company Name / Address
Represented by
Title
Passport No
Nationality

6 of 10 BUYER`S SIGNATURE
Signature

Date / Seal
Bank Name
Bank Address
Account No.
Account Name
SWIFT
ABA #

Bank Officer
Bank Telephone /Fax

TOTAL COMMISSION FOR SELLER SIDE: $ .00 USD/MT

SELLER SIDE = TOTAL AMOUNT $ 0.00 USD per MT by (00k MT Monthly x 12 Months
Total Commission $00,000.00 per month x 12 months Plus Rolls & Extensions

Beneficiary Name /
Address
Represented by
Title
Passport Number
Nationality
COMMISSION

Signature /Seal / Date


Bank Name
Bank Address
Account No.
Account Name
IBAN #
SWIFT /BIC CODE:
Bank Officer
Bank Telephone /Fax
All Wire transfers shall incorporate below Text Message and a copy of Bank Wire
Special Instructions Transfer slip shall be emailed to: xxxxx@gmail.com for legal verification
and documentation pursuant to Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank.

TOTAL COMMISSION FOR BUYER SIDE: $ 0.00 USD/MT

BUYER MANDATE = TOTAL AMOUNT $ 0.00 USD per MT by (00k MT Monthly x 12 Months
Total Commission $00,000.00 per month x 12 months Plus Rolls & Extensions

7 of 10 BUYER`S SIGNATURE
Beneficiary Name /
Address
Represented by
Title
Passport Number
Nationality
COMMISSION

Signature /Seal / Date


Bank Name
Bank Address
Account No.
Account Name
IBAN #
SWIFT /BIC CODE:
Bank Officer
Bank Telephone /Fax

All Wire transfers shall incorporate below Text Message and a copy of Bank Wire
Special Instructions Transfer slip shall be emailed to: xxxxx@gmail.com for legal verification and
documentation pursuant to Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank.

SELLER FACILITATOR = TOTAL AMOUNT $ 0.00 USD per MT by (00k MT Monthly x 12 Months
Total Commission $00,000.00 per month x 12 months Plus Rolls & Extensions

Beneficiaries
Represented by Paymaster
Passport No
Nationality

Signature & Seal

Bank Name
Bank Address
Account No.
Account Name
SWIFT / ABA No.

8 of 10 BUYER`S SIGNATURE
Bank Officer
Bank Tel / Cell / Fax
All Wire transfers shall incorporate below Text Message and a copy of Bank Wire
Special Instructions Transfer slip shall be emailed to: xxxxx@gmail.com for legal verification
and documentation pursuant to Patriot Act/Banking regulations with One
Original Contract copy to be filed with Bank.

BUYER FACILITATOR = TOTAL AMOUNT $ 0.00 USD per MT by (00k MT Monthly x 12 Months
Total Commission $00,000.00 per month x 12 months Plus Rolls & Extensions

Beneficiary Name /
Address
Represented by
Title
Passport Number
Nationality
COMMISSION

Signature /Seal / Date


Bank Name
Bank Address
Account No.
Account Name
IBAN #
SWIFT /BIC CODE:
Bank Officer
Bank Telephone /Fax

Special Instructions All Wire transfers shall incorporate below Text Message and a copy of Bank Wire
Transfer slip shall be emailed to: xxxxx@gmail.com for legal verification and
documentation pursuant to Patriot Act/Banking regulations with One Original
Contract copy to be filed with Bank.

9 of 10 BUYER`S SIGNATURE
NOTARY PUBLIC

ON THIS XXth DAY OF _____________ 2009 .

BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY APPEARED ____________________


HOLDING PASSPORT NUMBER PRESIDENT DIRECTOR OF
______________________________________________________________, TO ME KNOWN TO BE THE
INDIVIDUAL DESCRIBED IN AND WHO EXECUTED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED THAT HE EXECUTED THE SAME AS HIS FREE ACT AND DEED

MY COMMISSION EXPIRES:

_______________________
NOTARY PUBLIC
[SEAL]

10 of 10 BUYER`S SIGNATURE

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