The Crude Oil Purchase Agreement is a fundamental document in the oil trading industry, particularly crucial in Saudi Arabia as the world's leading oil producer. This agreement is typically used when establishing long-term or spot trading relationships between sellers (such as Saudi Aramco or other oil companies) and buyers (including international oil companies, traders, or refineries). The document must comply with Saudi Arabian law, including Sharia principles and relevant royal decrees governing hydrocarbon sales. It covers essential aspects such as product specifications, pricing mechanisms, delivery terms, quality requirements, and payment conditions, while also addressing compliance with local regulations, environmental standards, and international trading practices. The agreement is structured to provide clarity and certainty in commercial transactions while maintaining flexibility for operational requirements.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and basic transaction premise
3. Definitions: Detailed definitions of technical and commercial terms used throughout the agreement
4. Sale and Purchase Obligation: Core obligations of parties regarding sale and purchase of crude oil
5. Quantity and Nominations: Specified quantities, nomination procedures, and delivery schedules
6. Quality Specifications: Detailed quality parameters and testing procedures for the crude oil
7. Price and Payment: Pricing mechanism, payment terms, invoicing, and currency specifications
8. Delivery Terms: Delivery point, transfer of title and risk, shipping terms (using appropriate Incoterms)
9. Measurement: Methods and procedures for quantity and quality measurement
10. Loading/Discharge: Procedures and requirements for loading and discharge operations
11. Term and Termination: Duration of agreement and termination provisions
12. Force Majeure: Definition and consequences of force majeure events
13. Governing Law and Dispute Resolution: Application of Saudi law and dispute resolution mechanisms
14. Notices: Communication procedures and contact details
15. Confidentiality: Obligations regarding confidential information
16. Assignment: Rights and restrictions regarding assignment of the agreement
17. Entire Agreement: Integration clause and relationship to other agreements
1. Storage Provisions: Required when deal involves storage facilities or temporary storage requirements
2. Letter of Credit: Include when payment security through LC is required
3. Pipeline Transportation: Needed when delivery involves pipeline transportation
4. Vessel Requirements: Include for agreements involving marine transportation
5. Sanctions Compliance: Required for international trades or when dealing with sanctioned countries
6. Environmental Compliance: Include when specific environmental regulations need addressing
7. Insurance: Detailed insurance requirements when specific coverage needs to be mandated
8. Taxes and Duties: Include when specific tax arrangements or duties need to be addressed
9. Parent Company Guarantee: Include when additional financial security is required
1. Schedule A - Product Specifications: Detailed technical specifications of the crude oil
2. Schedule B - Pricing Formula: Detailed pricing mechanism and calculations
3. Schedule C - Delivery Schedule: Timing and quantity of deliveries
4. Schedule D - Testing Methods: Detailed procedures for quality testing
5. Schedule E - Loading/Discharge Ports: Specifications and requirements for approved ports
6. Schedule F - Vessel Requirements: Technical and safety requirements for vessels
7. Schedule G - Bank Details: Banking information for payments
8. Appendix 1 - Form of Notice of Readiness: Standard form for vessel readiness notification
9. Appendix 2 - Form of Bill of Lading: Standard bill of lading template
10. Appendix 3 - Form of Letter of Credit: LC format and requirements if applicable
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