MII Oil Holding Inc.

Your partner in oil business and more

MII Oil Holding's sales procedure:

1.
The buyer sent to the MII Oil Holding the Irrevocable Corporate Purchase Order (ICPO)

 2.
The MII send based on buyers Irrevocable Corporate Purchase Order (ICPO) the Pro-forma Offer for witness and acceptance and the buyer accept, sign, seal and return the Pro-forma offer to the MII including the below listed documents;

Color copy of company registration;
Color copy of Resolution Board of Directors or Articles of Organization;
Color copy of Passport of the legal representative with signatory power;
Tank Storage Agreement (TSA) signed with the tanker owner or confirmation of the port authorities;
Letter of Disclaimer (LOD) addressed to the MII;

3.
Simultaneously the buyer undertakes and agree irrevocable to instruct his bank to transfer same day that he returns the Pro-forma offer (PFO) to the MII, the Deposit Advance Payment (DAP) at the rate of $________ (In words: ­­­­­_______________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value that serves to block 1.000.000 (one million BPM) barrels per months of [Product_______________________] in buyers name.

4.
The Deposit Advance Payment (DAP) at the rate of $________ (In words: ­­­­­__________________________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value is a onetime (unique) security pre-payment only and the buyer undertake and agree that the herein mentioned amount called Deposit Advance Payment (DAP) at the rate of $________ (In words: ­­­­­__________________________) United States Dollars equivalent of 5% (Five) of the first month cargo value is held by the MII Oil Holding in their bank in case of default or non-performance until the buyers bank send and MII’s bank kept the entering of the pre-advise of the Irrevocable Revolving Documentary Letter of Credit (LC). The Deposit Advance Payment (DAP) is then automatically credited and applied to the first payment contingent after the successful delivery and full payment (REMITTANCE 95%) of 1.000.000 (One Million BPM) per month of the above mentioned [Product_______________________].

5.
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 $________ (In words: ­­­­­__________________________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value amount 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 $________ (In words: ­­­­­_________________________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value amount will remain with the MII Oil Holding.

6.
Payment of the [Product_______________________] and payment of the above specified purchase guarantee in form of Deposit Advance Payment (DAP) at the rate of $________ (In words: ­­­­­__________________________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value is carried out in form of electronic Swift Wire Transfer (SWT-MT103/TT) to the account of the MII within KEYTRADE or ING BANK SA, Brussels-Belgium as indicated in ANNEX (2) and Letter of Disclaimer (LOD) or another bank addressed by the MII. The buyer obliges itself to send a copy of the effected Swift Wire Transfer (SWT-MT103/TT) for the Deposit Advance Payment (DAP) 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.

7.
Upon the entering of the signed and sealed Pro-forma Offer (original) and upon that the MII has retained the entrance of the above amount (purchase guarantee) at the rate of $________ (In words: ­­­­­__________________________) United States Dollars equivalent of 5% (Five) percent of the first month cargo value on the account within KEYTRADE or ING BANK SA, Brussels-Belgium, the MII will deliver to the buyer the signed and sealed draft contract, via email (if necessary by facsimile) for final review and acceptance.

8.
The buyer review, accepts sign and return the draft contract within five (5) working days by email (if necessary by facsimile) to the MII 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.

9.
After receiving the draft contract the MII and the buyer agree to set up a table top meeting (TTM) what can take place in Tallahassee-Florida, Monte Carlo-Principality of Monaco or another place during which the MII and the buyer will sign the original contracts. In case that the buyer could not arrange to be present and participate at the table top meeting (TTM), the MII will deliver four (4) original contracts in hard to the buyer including the evidence of the goods listed in the Pro-forma offer in point (15) by DHL or equivalent courier and the buyer returns within five (5) working days two (2) of the original copies of the contract by DHL or equivalent courier to the MII.

 10.
After entering of the original contracts and the banking pre-advise of the Revolving Documentary Letter of Credit (RDLC) the MII commits itself to instruct the proper Bank to send the two percent (2%) non operative performance bond to buyer’s bank to activate buyers Irrevocable Revolving Documentary Letter of Credit (LC).

11.
Delivery commences as per contract, validity for length of contract.

12.
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.

13.
The Irrevocable Corporate Purchase Order (ICPO), Pro-forma offer (PFO) and Letter of Disclaimer (LOD) and Deposit Advance Payment (DAP) is an integral part of the sale as well as of the draft contract which shall lapse and become automatically null and void if the buyer isn’t able to accept, sign, seal and return the Pro-forma offer (PFO) and also the contract during the date line established therein to the MII.

14.
The Irrevocable Corporate Purchase Order (ICPO), Pro-forma offer (PFO), the Letter of Disclaimer (LOD-in ANNEX 2), Deposit Advance Payment (DAP), Sales Purchase Agreement Contract (SPAC) and also Draft contract is an integral part of the sale and may not be changed or altered; the conditions of the Irrevocable Corporate Purchase Order (ICPO), Pro-forma offer (PFO), the Letter of Disclaimer (LOD), Deposit Advance Payment (DAP), Sales Purchase Agreement Contract (SPAC) and also Draft contract are firm and not negotiable;

15.
The Irrevocable Corporate Purchase Order (ICPO), Pro-forma offer (PFO), the Letter of Disclaimer (LOD), Deposit Advance Payment (DAP), Sales Purchase Agreement Contract (SPAC) and also Draft contract can NOT be used by the buyer as a collateral instrument for the purpose of gaining a credit line or credit facility from their banks and or other financial institutions.

16.
All disputes arising out of or in connection with the Irrevocable Corporate Purchase Order (ICPO), Pro-forma Offer (PFO) the Letter of Disclaimer (LOD), Deposit Advance Payment (DAP), Sales Purchase Agreement Contract (SPAC) and also Draft contract 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.

17.
All decisions of the arbitration tribunal shall be final and binding on the Parties, 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.

18.

1
The Irrevocable Corporate Purchase Order (ICPO), Pro-forma Offer (PFO) the Letter of Disclaimer (LOD), Deposit Advance Payment (DAP) Sales Purchase Agreement Contract (SPAC) and also Draft contract shall be subject to and governed by US substantive law to the exclusion of its rules of conflicts of law 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 Paragraph 16 shall decide in accordance with the terms of this Pro-forma Offer and shall take into account the usages of the trade applicable to such transactions.

2
The form-half we point out also to the fact that the exchange of official commercial documents like Irrevocable Corporate Purchase Order (ICPO), Full Corporate Offer (FCO), Pro-forma Offer (PFO) or any similar document that were signed and exchanged in mutual agreement voluntarily without application by compulsion or other physical and mental pressure are according to the US substantive law to the exclusion of its rules of conflicts of law and the according to part I and II Article 1-18 of the UN Convention on contracts for the International Sale of Goods from Vienna, 11th, April 1980 [CISG] not revocable, binding, supersedes and replaces any provisions on that subject contained in any other contract between the parties, whether written, or oral, entered into by the parties prior to the date of execution hereof.

19.
We duly also note that for any reason upon receiving from the buyer the Irrevocable Corporate Purchase Order (ICPO) on which base the MII provided in full the Pro-forma offer (PFO) contract duly set up for the transaction and for the purpose of purchasing Russian Jet Fuel             (GOST-   -         ) from MII do not proceed and execute, the buyers will be liable for the whole cost and damage involved to arrange the production as well as the lifting into the Russian storage tankers and are responsible to repay those cost and damage within a 14th day period upon having received from the MII the official Letter of Default (DOD).