Subject: SPA Atma Puyuan - follow up for final version
From: [email-masked]
To: [email-masked]
Cc: 'Elyas Niroomand Toomaj' <[email-masked]>, 'Majid' <[email-masked]>
Date: Sun, 22 Oct 2023 23:02:54 -0300

Dear Majid and Elyas, 

As promised, I have made a full review of this new version. There are
still several points which need to be cleared. So it is easier if you
please send the Word document with your new version. 

Please see below some adjustments which are needed so that our agreement
can be consistent and clear: 

 	* We need a WeChat address from Puyuan because in clause Notices, it
is established that the communication is via WeChat; if Puyuan has no
WeChat then the contract will have a problem which we need to avoid now.
 	* We need to adjust Clause 4.2 and then we introduced 4.3.

In this case, in 4.2 Seller hires SGS for inspection at UAE and in 4.3
Buyer hires SGS for inspection in Brazil. 

4.2 The Seller shall hire SGS to be the one and only to make a full
inspection test at the terminal facility of the Seller in the UAE and
after confirmation of the specification in written, Buyer will be able
to instruct Seller to start for loading. 

4.3 The Buyer shall hire SGS to be the one and only to make a full
inspection test at the port in Brazil and after confirmation of the
specification in written, Buyer will be able to instruct bank to make
the payment, after which Seller to start for discharging. 

 	* We need to remove the US$10 penalty introduced in clause 8.3; it is
an unbalanced punishment; if this is to be made, then we will also have
to have punishments of similar kind to the Seller; but the problem here
is that Puyuan is just a fronting company while Atma is real and the
clauses are enforceable; so please remove this specific penalties (there
are already too many).
 	* We need to adjust 12.8 so that in the end: "LOC company shall be
confirmed by the Seller's bank". It is not at all possible for Seller to
have any contact with LOC at no circumstances because of sanctions; this
must be clear and be introduced in this agreement.

In fact, there are other adjustments to be made. So please kindly send
the Word version to make it easier for us to advance. 

Thanks for your attention. 

Best regards, 

Roberto

Em 22/10/2023 15:06, [email-masked] escreveu:

> Dear Majid and Elyas, 
> 
> Thanks for your reply with the new version. 
> 
> I will send some comments later in the day so that tomorrow morning you will receive it. 
> 
> Best regards, 
> 
> Roberto
> 
> Em 22/10/2023 13:48, [email-masked] escreveu:
> 
>> Dear Roberto, 
>> 
>> Good evening, 
>> 
>> I have checked and accepted almost all the items except the bank guarantee as after arriving the vessel in Brazil before discharge the buyer shall pay us 100%. 
>> 
>> Please sign and send it back to us. 
>> 
>> Looking forward to hearing from you very soon. 
>> 
>> Regards, 
>> 
>> Commercial department 
>> 
>> From: [email-masked] <[email-masked]> 
>> Sent: Sunday, October 22, 2023 12:47 AM
>> To: [email-masked]
>> Cc: 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[email-masked]>
>> Subject: SPA Atma Puyuan - request for urgent reply 
>> 
>> Dear Majid and Elyas, 
>> 
>> Wish you are all well. 
>> 
>> I had sent the draft below on October the 10th for revision but so far I have not received any response. 
>> 
>> Could you please let me know if your group is still interested in moving ahead with the swap project? 
>> 
>> I will be most grateful if you could send a quick reply, just yes or no. 
>> 
>> We have been negotiating it since the 3rd of May, which means that in a few days it will reach 6 months, but so far we have not been able to conclude it. 
>> 
>> Thanks in advance for your urgent answer. 
>> 
>> Kind regards, 
>> 
>> Roberto