Subject: ***SPAM*** RE: LOI NO. EIHG/LBCO0SE/1/08252023/001 DATED 25TH AUGUST |Confirmed Pricing
From: "George Thomas" <[email-masked]>
To: [email-masked],[email-masked],[email-masked], 'Elyas Niroomand Toomaj' <[email-masked]>,'Majid' <[email-masked]>
Cc: 'Elyas Niroomand Toomaj' <[email-masked]>
Date: Mon, 02 Oct 2023 11:12:22 +0400

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]

On 30/09/23 07:09 PM, [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]> 
> Sent: Wednesday, September 27, 2023 1:55 AM
> To: [email-masked]; [email-masked]; [email-masked]; 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[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] 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] <[email-masked]> 
> > Sent: Thursday, September 21, 2023 4:09 AM
> > To: 'George Thomas' <[email-masked]>; [email-masked]' <[email-masked]>; [email-masked]' <[email-masked]>; 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[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 :
> > 
> >  
> > 
> > 	Contract signature 
> > 	Issue a bank cheque in Dubai with the amount of 140% of total values of the cargo 
> > 	Release documents of the vessel and issue dip test authorization and make dip test at OPL 
> > 	After dip test result confirmed make 2 million USD payment 
> > 	Vessel will approach to the port and get entry notice and Buyer shall pay 20% after entry notice and before vessel entering to anchorage 
> > 	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
> > 	Buyer shall make another 20% after tender NOR at the anchorage 
> > 	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]> 
> > Sent: Thursday, September 21, 2023 1:28 AM
> > To: [email-masked]; [email-masked]; [email-masked]; 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[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]
> > 
> > On 20/09/23 07:48 PM, [email-masked] wrote:
> > 
> > > 
> > > 
> > > 
> > > 
> > > 
> > > Dear Thomas,
> > > 
> > >  
> > > 
> > > Good evening,
> > > 
> > >  
> > > 
> > > Based on our discussion with our management please consider following items:
> > > 
> > >  
> > > 
> > > 	We will give you name of the vessel and specification of the on board cargo 
> > > 	Contract signature 
> > > 	You will make 2 million USD down payment which will be deducted from final value of the cargo 
> > > 	We will issue the dip test authorization at OPL and give all requested document 
> > > 	After dip test confirmed result, you will make the remaining payment up to 100%
> > > 	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]> 
> > > Sent: Wednesday, September 20, 2023 1:12 AM
> > > To: [email-masked]; [email-masked]; [email-masked]; [email-masked]; 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[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:
> > > 
> > > 
> > >  
> > > 
> > > 
> > > 	Vessel name and BL shall be provided and dip test in OPL is also can be arranged if buyer has representative to perform it 
> > > 	Buyer shall make 2 million USD as down payment and buyer shall nominate storage tank agreement 
> > > 	20 % after entry notice to the anchorage 
> > > 	80% after berthing notice 
> > > 	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]
> > > 
> > > On 18/09/23 05:03 PM, [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]> 
> > > > Sent: Monday, September 18, 2023 1:53 AM
> > > > To: [email-masked]; [email-masked]; [email-masked]; [email-masked]; 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' <[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]
> > > > 
> > > > 
> > > > 
> > > > 
> > > >  
> > > > 
> > > > 
> > > 
> > > 
> > > 
> > >  
> > > 
> > > 
> > 
> > 
> > 
> >  
> > 
> > 
> 
> 
> 
>  
>