Official Buyer Procedure and Documentation Guide

Route A, LOI + CIS: the end buyer sends an official Letter of Intent (LOI) together with its CIS. The seller replies with a Soft Corporate Offer (SCO).

Where necessary, procedures, conditions and prices are agreed between the buyer’s authorised representative and the Company’s commercial manager (direct NCNDA already signed under Phase IV).

Route B, ICPO: if the buyer starts with the ICPO, the seller replies directly with the official FCO, based on the approved CIF / FOB conditions and prices. In Route A, the ICPO follows the agreed SCO and the seller then issues the FCO.

The buyer completes, signs and stamps the FCO and returns it with a full colour passport copy, the approved seller’s procedure and the company KYC with full contact details of the legal representative, including POF / RWA / BCL where proof of funds is issued by the buyer’s bank in the name of the seller. Where government clearance and/or a fee is required, proof is due with the ICPO. The seller may request additional identification or financial documents.

The seller issues the draft contract or SPA and sends it to the buyer within 72 hours for review; upon acceptance, the buyer informs the seller in writing of its acceptance of the draft SPA within 72 hours.

The seller then issues, signs and stamps the final contract or SPA, accompanied by the commercial invoice (CI), and sends it to the buyer. The buyer then signs, stamps and returns it within 24 / 48 hours.

Once the invoice is accepted in full, the buyer and the seller deposit a copy of the fully signed and executed SPA with their respective banks.

The Buyer shall issue the Banking Guarantee Instrument via SWIFT, between banks, in accordance with the instrument type, format, terms and conditions specified and accepted by the Seller and/or Supplier for the specific transaction. The Buyer shall provide a copy of the draft instrument for review and approval prior to issuance.

Once the Banking Guarantee Instrument has been reviewed and accepted by the Seller’s and/or Supplier’s bank, the Buyer shall arrange for its issuance via SWIFT, between banks, within seven (7) days, in accordance with the agreed instrument type and terms. Upon confirmation of the instrument’s acceptance, the shipping procedures shall be initiated, and the Buyer shall be kept informed of the progress.

For the proof shipment, the Buyer shall issue a Banking Guarantee Instrument that is irrevocable, transferable, divisible, confirmed and fully operational, valid for ninety (90) days, issued by a major internationally recognized bank or confirmed by one of the major internationally recognized banks, covering the full value of the test shipment. The type, form, format, applicable SWIFT message, terms and conditions of the Banking Guarantee Instrument shall be determined and agreed upon according to the requirements of the Seller and/or Supplier for the specific transaction.

For the monthly shipment contract, the Buyer shall issue a Banking Guarantee Instrument that is irrevocable, transferable, divisible, confirmed, fully operational and revolving, remaining valid and operative throughout the contractual shipment period and until the final delivery under the contract. The Banking Guarantee Instrument shall be issued by a major internationally recognized bank or confirmed by one of the major internationally recognized banks. The type, form, format, applicable SWIFT message, validity, revolving mechanism, terms and conditions of the Banking Guarantee Instrument shall be determined and agreed upon according to the requirements of the Seller and/or Supplier for the specific transaction.

The Seller’s bank receives and confirms the Banking Guarantee Instrument in accordance with the terms and conditions agreed for the specific transaction.

Where applicable and as agreed for the specific transaction, the Seller shall provide the agreed Performance Bond or other applicable guarantee provided by the Seller within seven (7) days after confirmation and acceptance of the Banking Guarantee Instrument. The Seller shall also provide the required shipping and transaction documents to the Buyer’s bank, including, but not limited to, the SGS report, Bill of Lading, sailing schedule, proof of ownership and applicable GACC documentation, as required for the specific product, origin and transaction.

The buyer confirms receipt of the shipping documents with the captain of the vessel, while delivery to the buyer commences in accordance with the schedule specified in the contract.

Within 48 hours after receipt of the documents, the buyer requests the transfer of ownership from the seller to the buyer, with confirmation to release the funds via MT 103 within 24 hours after the transfer of ownership.

The buyer’s bank releases payment for the full value of each shipment to the seller’s bank (MT 103) upon receipt of the complete shipping documents. Payment is 100% guaranteed, payable directly to the seller’s bank, immediately at the port of loading, for the full value of each shipment, charged upon delivery of the documents and of the SGS inspection documents at the port of loading.

Upon receipt of the seller’s confirmation from the bank, the seller undertakes to transfer the property into the buyer’s name and to hand over all documents to the buyer or its representative.

The seller is responsible for customs clearance at the port of loading and for the issuance of export documents, while the buyer is responsible for customs clearance costs at the port of destination.

Upon arrival at the port of discharge, the buyer undertakes to issue proof of inspection by SGS or similar, at the buyer’s expense, and confirms acceptance of the goods.

The buyer must hold the legal requirements to bring the goods into the country of destination, at its own expense.

If the vessel arrives at the port of destination and the buyer does not carry out the SGS inspection within three (3) days, the seller is automatically entitled to consider the SGS at the port of loading as the final inspection and as confirmation of delivery of the shipment at the port of discharge.