Subject: RE: SPA Atma Puyuan - follow up for final version
From: <[email-masked]>
To: <[email-masked]>
Cc: "'Elyas Niroomand Toomaj'" <[email-masked]>, "'Majid'" <[email-masked]>
Date: Tue, 24 Oct 2023 04:47:39 -0700

Dear Roberto,

Attached please find world draft.

1.	I put WeChat number
2.	After arriving the vessel to Brazil, the buyer shall make full payment 
and guarantee is not accepted.
3.	10 USD for penalty is based on national oil company regulation and and we 
van not change it, we just increased the time for providing the document.
4.	For inspection in UAE, buyer shall arrange for the inspection.

Regards,

Commercial department

From: [email-masked] <[email-masked]>
Sent: Sunday, October 22, 2023 7:03 PM
To: [email-masked]
Cc: 'Elyas Niroomand Toomaj' <[email-masked]>; 'Majid' 
<[email-masked]>
Subject: SPA Atma Puyuan - follow up for final version

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:

1.	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.
2.	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.

3.	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).
4.	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] 
<mailto:[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] <mailto:[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] <mailto:[email-masked]> 
<[email-masked] <mailto:[email-masked]> >
Sent: Sunday, October 22, 2023 12:47 AM
To: [email-masked] <mailto:[email-masked]>
Cc: 'Elyas Niroomand Toomaj' <[email-masked] 
<mailto:[email-masked]> >; 'Majid' <[email-masked] 
<mailto:[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