MII Oil Holding Inc.

Your partner in oil business and more

MII Oil Holding's Sales Procedures


1.
Buyers (end-users) interested in the purchase of fuel oil and petrochemicals from MII Oil Holding are invited to submit to the MII Oil Holding an official inquiry and the MII Oil Holding will reply by way of a Sample Irrevocable Corporate Purchase Order (ICPO) and Letter of Disclaimer (LOD) for review and acceptance to buyers

MII Oil Holding requests the completed return of the ICPO on original buyers (end-users) letterhead, the Letter of Disclaimer (LOD) and in addition the required documents listed below:


A.Color copy of company registration;
B. Color copy of Resolution Board of Directors or Articles of Organization;
C. Color copy of Passport or Identity card of the legal representative;
 
2.
Upon having received the documents listed above under (A+B+C), the MII Oil Holding issues the Pro-forma Offer to the buyer for witness and acceptance. The buyer accept, sign, seal and return within seven (7) days the Pro-forma Offer (PFO) to the MII Oil Holding.

3.
Simultaneously the buyer undertake and agree to pay a purchase guarantee in form of an (Deposit Advance Payment) at the rate of Ten (10%) percent of the first month cargo value that serves to purchase the product and quantity requested by the buyer. On all successive and additional contracts, where no additional pre advanced payment of Deposit Advance Payment (DAP) further required.

The Deposit Advance Payment (DAP) at the rate of Ten (10%) percent of the first month cargo value is a onetime (unique) security pre payment only for new first time buyers.

4.
The purchase guarantee in form of the Deposit Advance Payment (DAP) at the rate of Ten (10%) percent of the first month cargo value is carried out by electronic Swift Wire Transfer (SWT) to the MII Oil Holding's account within ING Bank, Brussels – Belgium which details are listed in the Pro-forma Offer (PFO) contract in Appendix (2) and into the Letter of Disclaimer and serves to block the herein requested product.

5.
The above amount (purchase guarantee) at the rate of Ten (10%) percent of the first month cargo value is carried out in form of an electronic Swift Wire Transfer (SWT) to the account of the MII within ING Bank Brussels – Belgium as indicated in the Letter of Disclaimer (LOD) and the buyer obliges itself to send a copy of the effected Swift Wire Transfer (SWT) to the MII Accounting Department at accounting-department@mii-holding-groupe.org with copy to the General Sales Manager James Francis Brennan Jr. at james.f.brennan@mii-holding-groupe.org

6.
The aforesaid advance payment amount at the rate of Ten (10%) percent of the first month cargo value is held by the MII in their ING Bank in case of default or non performance until the buyers bank send and MII Oil Holding's bank receive the entering of the Revolving Documentary Letter of Credit (RDLC). The aforesaid advance payment amount is then automatically credited and applied to the first payment contingent after successful delivery and full payment (Remittance 90%) of the product.


7.

It is also agreed that if the MII Oil Holding does not perform as per contract the Deposit Advance Payment (DAP) at the rate of Ten (10%) percent of the first month cargo value is fully refundable and immediately (WITHIN 72 BANK HOURS OF DEFAULT) returned to the buyers bank. If the buyer does not perform than the entire Deposit Advance Payment (DAP) payment at the rate of Ten (10%) percent of the first month cargo value will remain with the MII Oil Holding.


8.
Upon the entering of the signed and sealed Pro-forma Offer (original) and upon that the MII Oil Holding has retained the entrance of the above Deposit Advance Payment (DAP) amount at the rate of Ten (10%) percent of the first month cargo value on the account within ING Bank Brussels – Belgium, the MII Oil Holding will deliver to the buyer the signed and sealed draft contract, via email (if necessary by facsimile) for final review and acceptance.

9.
The buyer review, accepts sign and return the draft contract within five (5) working days by email (if necessary by facsimile) to the MII Oil Holding's Sales department at sales-department@mii-holding.org with copy to the General Sales Manager James Francis Brennan Jr. at james.f.brennan@mii-holding-groupe.org

10.
Simultaneously the buyer undertake and agree to instruct its bank to issue the pre-advice Revolving Documentary Letter of Credit (RDLC) to the MII Oil Holding's firm’s account and the MII Oil Holding instruct his bank to send the two percent (2%) non operative performance bond to activate the Revolving Documentary Letter of Credit (RDLC).

11.
After receiving the draft contract the MII Oil Holding and the buyer agree to set up a table top meeting (TTM) to sign the original Sales Purchase Agreement Contract (SPAC) that can take place in Tallahassee-Florida, Monte Carlo-Principality of Monaco or another place previously agreed between the MII Oil Holding and the buyer.

In case that the buyer could not arrange to be present and participate at the table top meeting (TTM), the MII Oil Holding will deliver four (4) original contracts in hard to the buyer) including the evidence of the goods listed in the Pro-Forma Offer (PFO) by DHL or equivalent courier and the buyer returns within five (5) working days two (2) of the four (4) original copies of the original contracts by DHL or equivalent courier to the MII Oil Holding.

12.
After entering of the original contracts and the Revolving Documentary Letter of Credit (RDLC) the MII Oil Holding instruct its bank to send the two percent (2%) non operative performance bond to the buyers bank to activate automatically the Revolving Documentary Letter of Credit (RDLC).

13.

Delivery commences as per contract, validity for length of contract as described below as well as in the final Sales Purchase Agreement Contract (SPAC);

I
MII Oil Holding loads contracted crude oil into seller’s tanker

II
Buyer issues Pre Advised DLC (90% of the value) before arrival of tanker at discharging port.

III
Upon arrival at discharging port, captain of tanker allow CIQ inspection on board.  All the necessary documents such as Title Ownership, Import Permit, SGS Survey Report, Crude Oil Passport etc. are in original in possession of the captain of tanker

IV
Buyer pays 90% of the amount stated in Pro-forma Invoice by MT103/23 Conditional in exchange for transfer of title and ownership, Import Permit, SGS Survey Report, Crude Oil Passport etc. within 72 banking hours after arrival of tanker and CIQ inspection

V
If buyer's payment is delayed over than 72 hours since arrival of tanker, buyer undertake and agree to cover and pay all costs incurred for the tanker and crew, including all other costs that may be required by the local port authorities. The exactly amount per day will be established by the MII Oil Holding  in accordance with the captain of tanker and the total amount for the delay has to be transferred at least after ninety hours (90) by electronic Swift Wire Transfer (SWT) to the account of the MII Oil Holding within ING Bank Brussels – Belgium.

VI
After that the MII has kept the entering of the total amount for the delay he will immediately inform the MII Oil Holding's Sales department which gives the permission to the Captain of tanker of unloading.

14.
It is understood and agreed that any information divulged relating to the matters herein shall be considered confidential in nature not subject to discovery during the normal course events. This applies to the names and addresses of any individuals or entities involved in these matters. Any violation of this paragraph shall cause all commitments and agreements to be null and void and of no effect and shall subject the offender to any and all damages stated therein as applicable by Law and Jurisdiction of the United States of America.

15.
The Pro-Forma Offer (PFO), Irevocable Corporate Purchase Order (ICPO) and Letter of Disclaimer (LOD) is an integral part of the sale as well as of the Sales Purchase Agreement Contract (SPAC) and Draft which all shall lapse and become automatically null and void if the buyer isn’t able to accept, sign, seal and return it to the MII Oil Holding during the date line established and fixed in each single of this documents.

16.
The Pro-Forma Offer (PFO), Irrevocable Corporate Purchase Order (ICPO), Letter of Disclaimer (LOD) or the Sales Purchase Agreement Contract (SPAC) may not be changed or altered and the conditions of the Pro-Forma Offer (PFO), Irevocable Corporate Purchase Order (ICPO), Letter of Disclaimer (LOD) and Sales Purchase Agreement Contract (SPAC) are firm and not negotiable;

17.
The Pro-Forma Offer (PFO), Irevocable Corporate Purchase Order (ICPO) and Letter of Disclaimer (LOD), as well as the Sales Purchase Agreement Contract (SPAC) can NOT be used by the buyer as a collateral instrument for the purpose of gaining credit line or credit facility from their banks and or other financial institutions;

18.
All disputes arising out of or in connection with the Pro-Forma Offer (PFO), Irevocable Corporate Purchase Order (ICPO), Letter of Disclaimer (LOD) and Sales Purchase Agreement Contract (SPAC) shall not be decided by the ordinary courts, but exclusively by an arbitral tribunal. The arbitration rules of the International Chamber of Commerce shall apply. The arbitral tribunal shall by composed by one arbitrator in accordance with the said rules. The place of arbitration shall be Tallahassee (FL) United States. The language of the arbitral tribunal shall be English and all documents shall be in English;

19.
All decisions of the arbitration tribunal shall be final and binding on all parties involved, may be entered against them in any court of competent jurisdiction and may be executed against their assets in any jurisdiction. The parties expressly waive any right of appeal they may have in respect of the arbitration award, as provided under the Statute on Private International Law. Nothing in this arbitration clause shall be construed to prevent any party from applying for preliminary or permanent injunctive relief from the courts of any competent jurisdictions, either prior to or after a dispute has been submitted to arbitration hereunder;

20.
The Pro-Forma Offer (PFO), Irevocable Corporate Purchase Order (ICPO) and Letter of Disclaimer (LOD) and Sales Purchase Agreement Contract (SPAC) shall be subject to and governed by US substantive law to the exclusion of its rules of conflicts of law of the United States of America and the UN Convention on contracts for the International Sale of Goods from Vienna, 11th April 1980 [CISG].

In all cases, the arbitrator as indicated in Article 18 shall decide in accordance based with the terms of the Pro-forma Offer (PFO), Irrevocable Corporate Purchase Order (ICPO), Letter of Disclaimer (LOD) and the Sales Purchase Agreement Contract (SPAC) and shall take into account the usages of the trade applicable to such transactions.

21.
We duly note that for any reason after having received buyers Irrevocable Corporate Purchase Order (ICPO) and Letter of Disclaimer (LOD) on which base the MII Oil Holding send the Pro-Forma Offer (PFO) duly set up for the transaction and for the purpose of purchase the mentioned product from MII Oil Holding do not proceed, execute and perform, the  buyer will be liable for the whole cost involved to arrange the production as well as the lifting into the storage tankers for which he is in full responsible, undertake and agree to repay those cost to the MII Oil Holding within Seven (7) days from the day upon having received from the MII the official Letter of default.