Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST |Confirmed Pricing | Update
From: <[email-masked]>
To: "'George Thomas'" <[email-masked]>, <[email-masked]>, <[email-masked]>, "'Elyas Niroomand Toomaj'" <[email-masked]>, "'Majid'" <[email-masked]>
Cc: "'Elyas Niroomand Toomaj'" <[email-masked]>
Date: Mon, 9 Oct 2023 03:30:48 -0700

Dear Thomas,

Good afternoon.

Thank you for your complete feed back and all the items was corrected.

Attached draft is your corrected one with adding the relevant points.

Please get is signed, stamped and send it back to us to proceed,

Looking forward to hearing from you very soon.

Regards,

Elyas

From: George Thomas <[email-masked]>
Sent: Friday, October 6, 2023 7:19 AM
To: [email-masked]; [email-masked]; [email-masked]; 
'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' 
<[email-masked]>
Cc: 'Elyas Niroomand Toomaj' <[email-masked]>
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing | Update
Importance: High

Dear Elyas,

My thanks for your email, you have always been courteous and professional. 
Sadly, I cannot say the same thing for whomever in your legal department is 
responsible for the document you sent me. They have been rude and 
discourteous and unprofessional. I have been sent exactly the same document 
as the original with the exception that the name and license of the Seller 
has been inserted. None of my previous commets have been considered.

The document contains a long series of errors in spellings, the formatting 
is appalling, many clauses are repeated word for word and Article 10 repeats 
the same points, sometimes in different ways but nevertheless the same many 
times.

So called Buyers in the People's Republic of China may have played silly 
games in the past with your group companies BUT I am not a Chinese buyer in 
PRC, so I expect some respect from your legal department. At least have the 
courage to announce that they have made no changes nor will do so and save 
us all a great deal of time.

I have noted below some points which I expect to be taken into 
consideration, if they will not be then let us stop wasting each other's 
time.

These are the relevant points:

1. In the opening declaration it is stated that the contract is effective as 
of yesterday, when neither the Seller not the Buyer have signed it.

2. Article 5, Note 1 still insists on a cheque for 140% of the potential 
cargo value and the return of the cheque is not covered in the contract.

3. Article 5, Note 2 only provides 24 hours to book and arrange a DIP test 
after documents. It should be ASAP without delay.

4. Article 5, Note 2 also suggests, in English, that the cargo i not 
guaranteed.

5. Article 6, the word "barrels" is repeated so I deleted it.

6. Article 6 para 2, suggests that the BOL is the only accurate data for 
volume. What if the Q&Q differs?

7. Article 6, para 3 - I repeat 8% of what in the specification. State what 
can be varied?

8. Article 7 notes CIF and CFR, which is it?

9. Article 7 also states that the only possible destination is Qingdao - is 
this a fact?

10. Article 8 does this clause mean that the Buyer's nominated refinery 
requires confirmation by the Seller and not that the Seller names the 
refinery?

11. Article 8, the Note. Please realize that the refinery is the Buyer's 
customer NOT the Seller's so this note should be removed.

12. Article 9.1 - what does this note mean?

13. Article 9.2 - The BOL quantity MUST BE VERIFIED by the Buyer at the DIP 
test.

14. Article 10 What is the fate of the cheque; there is no circumstance for 
its return noted in this agreement?

15. Article10 is extremely repetitive, one clause was repeated verbatim and 
so was removed. This begs the question of whether this contract was checked 
by anyone? The Article (10) should be distilled into a coherent form with 
each valid point made once and once only.

16. Article 22 includes a phrase which excludes Seller's liability, even for 
negligence. This MUST be removed. The Seller could destroy the cargo, for 
which it has already been paid by sheer negligence and thus must pay 
reparation.

I sincerely hope that I am given the courtesy of someone reading this email 
and matching the contract comments to the contract provided and make the 
reasonable changes or propose something different.

Regards

George A. Thomas

GM, Legal and Administrative Affairs

Emirates International Holdings Group

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>

On 05/10/23 06:11 PM, [email-masked] <mailto:[email-masked]> 
wrote:

Dear Thomas,

Good evening,

Thank you for the emails and please accept my apology for the delay as we 
were checking with our legal and management.

1.	Please check final discount as per our management confirmation, during 
these time I was chasing for the best possible discount
2.	Regarding the price period we put the final period of 15th to 19th of 
October 2023
3.	Please check your company information and correct if necessary
4.	Please add your company license at the end of contract and passport copy 
of signature holder
5.	After finalization please get it signed and stamped all pages, deliver 3 
original copy and send scan copy via email

We are looking forward to hearing from you very soon.

Regards,

Elyas

Commercial Department

From: George Thomas <[email-masked] 
<mailto:[email-masked]> >
Sent: Tuesday, October 3, 2023 5:20 AM
To: [email-masked] <mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Cc: 'Elyas Niroomand Toomaj' <[email-masked] 
<mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing | Update
Importance: High

Dear Sirs,

Following consultation with our client we respectfully request a discount of 
19,

Thank you,

Regards

George A. Thomas

GM, Legal and Administrative Affairs

Emirates International Holdings Group

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>

On 02/10/23 11:12 AM, "George Thomas" <[email-masked] 
<mailto:[email-masked]> > wrote:

Dear Sir,

My sincere thanks for your response; I can confirm that we are ready to work 
with the discount you mention, 18.5. I look forward to hearing from you in 
the near future,

Regards,

George A. Thomas

GM, Legal and Administrative Affairs

Emirates International Holdings Group

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>

On 30/09/23 07:09 PM, [email-masked] <mailto:[email-masked]> 
wrote:

Dear Sir,

Thank you for your good comments.

We are reviewing the commented contract.

Please consider that , as per our discussion with the management, we have 
added the discount for your good company, the final price will be 18.5 
discount, in case of confirmation please let us know to proceed.

Looking froward to hearing from you very soon.

Regards,

Elyas

From: George Thomas <[email-masked] 
<mailto:[email-masked]> >
Sent: Wednesday, September 27, 2023 1:55 AM
To: [email-masked] <mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing
Importance: High

Dear Elyas,

My thanks for providing the document where the intent of the Commercial 
Department is outlined, and the conditions stated. I can easily understand, 
given the nature of the proposed clients many of the terms and conditions in 
this SPA but I do have some observations which you may wish to consider. 
They are:

1. I have attached a copy of your document which I have reformatted for ease 
of reading. In addition, I have removed any spelling errors I found along 
with any curious effects in the font sizes and spacing.

2. There is a major problem in that SPA does not have any details of the 
Seller, thus making it impossible for any proposed Buyer to issue a cheque 
or make any payments. The Seller, even if a proxy, should be included in the 
document.

3. The document starts on the basis of a "Tanker Take Over" (TTO) but 
continues, correctly I believe, as a Vessel To Tank (VTT) contract, this 
anomaly needs correction.

4. The document assumes a signature date in the past and thus is not 
signable. The signature date and validity need updating.

5. It seems to us that there is no value in declaring that the BOL quantity 
measure will be the basis of the invoicing. Certainly, it is a guideline but 
when the client does the dip test (Q&Q) the measure at that time must 
determine what is the maximum potential commercial invoice +/- 10%.

6. Similarly, the quality of the product is stated as an attachment to the 
contract; if one insists on the possibility of a variance from that quality 
statement, the variance allowance must be well defined and not simply a 
broad and undefined comments about an 8%ariance. It begs the question, 8% of 
what exactly?

7. There is a misnumbered "Note" in Article 7, since there is only one note, 
it cannot be stated as "Note 3".

8. The issuance of the guarantee cheque is understandable but why would a 
bona fide Buyer issue a cheque in an amount that was one point four time the 
possible maximum invoice.

9. Also, once the Buyer has paid the USD two million advance payment as a 
cost of gaining dip test authority for the stated quality and quantity of 
product, any guarantee cheque should be returned. We have no doubts that any 
legal or commercial department would insist on such a return.

10. There is a lot of redundancy in Clause 10. Much of the substantive prose 
is repeated and this will ultimately cause confusion. The aim should be to 
state it clearly once and only once.

11. We took the opportunity to fill in the remainder of Article 13 which 
finished mid-sentence and was incomplete. The meaning seemed clear, so I 
took the opportunity of completing it.

Finally, based on telephonic advice we replaced the discount value and 
increased the discount it from USD $18 to USD $20 per barrel.

We are ready to proceed but will need clarity and correction of the issues 
raised above in this email. I have attached the reformatted and 
spell-checked document in both MS Word and PDF format.

On 24/09/23 07:05 PM, [email-masked] <mailto:[email-masked]> 
wrote:

Dear Thomas,

Good evening,

Attached please find the final draft as per our latest procedure and 
discussion with Mr. Moghaddasi,

Appreciate if you would fill your company details, sign and stamp and send 
it back to proceed.

The vessel is in Qingdao now and waiting for your good instructions.

Looking for your kind feedback,

Regards,

Elyas

Commercial department

From: [email-masked] <mailto:[email-masked]>  <[email-masked] 
<mailto:[email-masked]> >
Sent: Thursday, September 21, 2023 4:09 AM
To: 'George Thomas' <[email-masked] 
<mailto:[email-masked]> >; [email-masked]' 
<[email-masked] <mailto:[email-masked]> >; 
[email-masked]' <[email-masked] 
<mailto:[email-masked]> >; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing

Dear Thomas ,

Good day,

To sum up the discussions and our intention to start working with you, we 
can confirm following procedure :

1.	Contract signature
2.	Issue a bank cheque in Dubai with the amount of 140% of total values of 
the cargo
3.	Release documents of the vessel and issue dip test authorization and make 
dip test at OPL
4.	After dip test result confirmed make 2 million USD payment
5.	Vessel will approach to the port and get entry notice and Buyer shall pay 
20% after entry notice and before vessel entering to anchorage
6.	Pre custom shall be under the name of seller till full payment and cargo 
agent firstly shall be seller’s nominate company, in case of termination of 
the contract due to not payment from the buyer side, buyer shall issue the 
cancelation letter to the custom latest by 12 hours after request of the 
seller
7.	Buyer shall make another 20% after tender NOR at the anchorage
8.	Vessel will get berth order and buyer shall start to make the remaining 
payment before discharge up to 100%

Please check the procedure and in case of acceptance let us know to proceed.

Regards,

Elyas

From: George Thomas <[email-masked] 
<mailto:[email-masked]> >
Sent: Thursday, September 21, 2023 1:28 AM
To: [email-masked] <mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing
Importance: High

Dear Sir,

My thanks for your response but unfortunately you are still not matching the 
original offer, which has already been made to our clients. It is our 
company's responsibility to ensure that the client is real and will complete 
the contract on a successful Q&Q at OPL. Our SPA will make the purchase 
legally binding upon a compliant Q&Q, plus the client will be involved in 
considerable expense to carry out the testing at OPL. Far too much cost for 
any organisation which is "playing" or has no real intent to perform.

It is not conceivable that a client will pay USD $2 million for the name of 
a ship, which by its very nature can be anywhere the following 24-hours and 
which could contain any cargo suitable for that vessel. Of course, no one 
doubts the veracity of your information but for no apparent reason you have 
changed the offer and asking for a level of trust from new clients that is, 
in the current market and at this stage of the relationship, impossible.

Your original offer made excellent sense. The client gains firsthand 
knowledge of the cargo by Q&Q; then immediately transfers an advance payment 
of USD $2 million, the vessel then proceeds into port and begins to 
discharge the load while the client transfers the balance, always adjusting 
at the end of the process by +/- 10%.

If you can keep to your original offer, we can proceed and review the 
contract so that it reflects the deal we have in front of us,

Regards

George A. Thomas

GM, Legal and Administrative Affairs

Emirates International Holdings Group

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>

On 20/09/23 07:48 PM, [email-masked] <mailto:[email-masked]> 
wrote:

Dear Thomas,

Good evening,

Based on our discussion with our management please consider following items:

1.	We will give you name of the vessel and specification of the on board 
cargo
2.	Contract signature
3.	You will make 2 million USD down payment which will be deducted from 
final value of the cargo
4.	We will issue the dip test authorization at OPL and give all requested 
document
5.	After dip test confirmed result, you will make the remaining payment up 
to 100%
6.	We will transfer the title and charter party of the vessel and instruct 
the vessel to discharge at your nominated discharge port

Please advise about above plan and make the required comments on the 
contract to proceed.

Looking forward to hearing from you very soon.

Regards,

SEJ Company

From: George Thomas <[email-masked] 
<mailto:[email-masked]> >
Sent: Wednesday, September 20, 2023 1:12 AM
To: [email-masked] <mailto:[email-masked]> ; 
[email-masked] <mailto:[email-masked]> ; 
[email-masked] <mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing
Importance: High

Dear Elyas,

My thanks for your email and quick response.

I wish to refer you to an earlier email (9-4-2023) from you and your 
colleague which we based our client's expectations upon and indeed drafted 
documents in line with your comments.

The key elements of your email are listed below:

1.	Vessel name and BL shall be provided and dip test in OPL is also can be 
arranged if buyer has representative to perform it
2.	Buyer shall make 2 million USD as down payment and buyer shall nominate 
storage tank agreement
3.	20 % after entry notice to the anchorage
4.	80% after berthing notice
5.	Vessel will be discharged after full payment received into seller 
nominated bank account

As you can see, the very first point allows the prospective client to carry 
out Q & Q at OPL destination port. This is reasonable and normal practice.
It is essential that this ability to Q&Q before any advance payment is 
agreed in principle prior to any further administrative effort by us to 
review, reform and structure the agreement. Offered and agreed terms must be 
retained else chaos ensues.

We remember when this possible contract was based on Ex-Shore Tank terms. We 
spent a great deal of time and effort (cost) in perfecting the documents and 
then the deal did not go ahead for your internal reasons. We cannot continue 
to bear the costs when contracts seem to disappear on whim.

Please revert to the offered terms.

Regards

George A. Thomas

GM, Legal and Administrative Affairs

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>

On 18/09/23 05:03 PM, [email-masked] <mailto:[email-masked]> 
wrote:

Dear Thomas,

Good afternoon,

Thank you for your email.

Regarding 2 million USD down payment we have discussed with Mr. Moghaddasi 
and already informed him about our concerns.

There are many requests and we need to separate the serious buyers, and we 
have concerns of spreading the information in the market.

For this reason we put down payment and in case of receiving down payment we 
will release the vessel information.

This down payment will be deducted from the total value of the cargo, and 
our previous buyers has already confirmed for this item and perform it as 
per our request.

But for proceeding please correct any item in the contract and then we will 
check with our management and inform you about it.

Looking forward to hearing from you very soon.

Regards’

Elyas

From: George Thomas <[email-masked] 
<mailto:[email-masked]> >
Sent: Monday, September 18, 2023 1:53 AM
To: [email-masked] <mailto:[email-masked]> ; 
[email-masked] <mailto:[email-masked]> ; 
[email-masked] <mailto:[email-masked]> ; [email-masked] 
<mailto:[email-masked]> ; 'Elyas Niroomand Toomaj' 
<[email-masked] <mailto:[email-masked]> >; 'Majid' 
<[email-masked] <mailto:[email-masked]> >
Subject: RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST 
|Confirmed Pricing
Importance: High

Dear Elyas,

My sincere thanks for your email; I began reviewing the document but 
immediately there is a condition which was not agreed in our previous 
discussions.

The offending clause is as below:

Note 1:

After contract signing, the buyer will make the payment of  2 million USD in 
the seller’s nominated bank account and after receiving the down payment, 
the seller will send a copy of the full set of shipping/cargo documents to 
the buyer for verification and acceptance.

Please review and send us an agreement that reflects the prior discussions,

Regards,

George A. Thomas

GM, Legal and Administrative Affairs

Emirates International Holdings Group

Tel: +971 4 255 2929

Cell: +971 55 781 7599

Email: [email-masked] <mailto:[email-masked]>