Course 05 of 20 · Crude Oil Desk Academy

Spot and Term Purchase Agreements

Stage B, Commercial execution. Level 3 of 10.

Clause-level contract interpretation, Incoterms, quantity tolerance, pricing periods, governing law and jurisdiction.

127 chapters · 12 modules · every chapter one 8 to 10 minute explainer · builds on: Course 01, Course 04

Enrol or enquire See the 127 chapters
How a chapter is sized

One chapter is one idea taken to the point of use

Each chapter is a single self-contained explainer of 8 to 10 narrated minutes, covering one idea to the point where you can use it.

Chapters run in order. Each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

12 modules · 127 chapters

Open any module for its full chapter list, in teaching order.

M0 The Contract as an Instrument Ch 1-11
  1. Why the Written Contract Is the Only Thing That Binds
  2. The Anatomy of a Spot Confirmation
  3. The Anatomy of a Term Agreement
  4. General Terms and Conditions and the Incorporated Document
  5. The Order of Precedence Clause
  6. Defined Terms and Why Definitions Are Negotiated First
  7. Entire Agreement, Representations and What Falls Away
  8. How to Read a Clause: Trigger, Obligation, Qualifier
  9. Shall, May, Will and Reasonable Endeavours
  10. Boilerplate That Decides Cases
  11. Whose Paper, and Why That Decides the Negotiation
M1 Formation, Parties and the Binding Moment Ch 12-21
  1. Subject to Details and the Half-Made Bargain
  2. Conditions Precedent and Conditions Subsequent
  3. Naming the Counterparty Correctly
  4. Parent Guarantees and Letters of Comfort as Drafted
  5. Principal, Agent and the Broker's Position
  6. Assignment, Novation and Change of Control
  7. Authority to Bind and the Signature Block
  8. Amendments, Side Letters and Oral Variation
  9. Electronic Trading Platforms and Clickwrap Terms
  10. Confidentiality and Non-Disclosure Provisions
M2 Incoterms and the Delivery Basis Ch 22-33
  1. Incoterms as a Published Rule Set
  2. Citing a Delivery Term So It Means Something
  3. Free on Board: the Seller's Obligations
  4. Free on Board: the Buyer's Obligations
  5. Oil Trade Practice Versus the Published Rules
  6. Cost, Insurance and Freight for Crude Cargoes
  7. The Insurance Gap Between CFR and CIF
  8. Delivered Terms: DAP, DES and Ex-Ship Variants
  9. The Transfer Point Clause: Drafting Title and Risk Separately
  10. Ship-to-Ship and In-Tank Transfer Terms
  11. Pipeline and In-Line Delivery Provisions
  12. Choosing the Delivery Basis as a Commercial Decision
M3 Quantity, Tolerance and the Operational Option Ch 34-44
  1. The Quantity Clause and How Volume Is Expressed
  2. Tolerance: Plus or Minus and Why It Exists
  3. Who Holds the Tolerance Option
  4. The Declaration Notice and Its Deadline
  5. Minimum, Maximum and Operational Tolerance Stacked Together
  6. Full Cargo, Part Cargo and Co-Loading Clauses
  7. Short Loading and Over-Delivery Consequences
  8. The Quantity Basis Clause: Which Figure the Invoice Uses
  9. What the Tolerance Option Is Worth
  10. Term Volumes: Annual Commitment and Monthly Lifting
  11. Evergreen, Rollover and Volume Flexibility in Term Paper
M4 The Pricing Clause Ch 45-57
  1. The Four Moving Parts of a Pricing Clause
  2. Naming the Reference Quotation Precisely
  3. Building the Pricing Period from the Bill of Lading Date
  4. Why a Three-Day Shift Moves the Invoice More Than the Grade Differential
  5. Monthly Average and Calendar-Month Pricing
  6. Pricing Options and the Buyer's Election
  7. Non-Publication Days, Holidays and Thin Windows
  8. Market Disruption and Fallback Pricing
  9. Benchmark Cessation and Successor Price Wording
  10. Fixed and Floating Differentials
  11. Price Review and Reopener Provisions
  12. Escalation, Premiums and Adjustment Formulas
  13. Units, Rounding, Decimals and Currency of Account
M5 Quality, Warranties and Exclusions Ch 58-67
  1. The Quality Clause: Specification Versus Warranty
  2. Guaranteed, Typical and For-Information Parameters
  3. The Quality Determination Clause
  4. Off-Specification Cargo: Reject, Accept or Adjust
  5. Express Warranties and the Implied Terms They Displace
  6. Exclusion of Fitness for Purpose and Merchantability
  7. Title, Encumbrance and Free-of-Lien Warranties
  8. Origin, Sanctions and Provenance Representations
  9. Contamination and Commingling Provisions
  10. Negotiating the Quality Article from Either Side
M6 Operational Clauses as Written Ch 68-77
  1. The Nomination Clause and the Notice Chain
  2. The Laycan Clause and the Narrowing Mechanism
  3. Vessel Acceptability and Vetting Provisions
  4. Safe Port, Safe Berth and Always Afloat
  5. The Laytime Clause as Drafted
  6. The Demurrage Clause: Rate, Cap and Apportionment
  7. Time Bars and Notice Requirements That Kill Good Claims
  8. Delay, Deviation and Substitution of Vessel
  9. The Inspection and Sampling Article
  10. The Documentation Clause and the Required Document List
M7 Payment, Security and Credit Clauses Ch 78-87
  1. What a Payment Clause Must Say
  2. Due Date Construction and Value Dating
  3. Provisional and Final Invoice Provisions
  4. Interest, Late Payment and Default Interest
  5. Set-Off, Netting and No-Deduction Wording
  6. The Payment Security Clause
  7. Credit Support, Suspension and Adverse Change Triggers
  8. Retention of Title and Security Over the Cargo
  9. Taxes, Duties and the Gross-Up Provision
  10. Payment Failure and the Seller's Immediate Options
M8 Force Majeure, Change and Excuse Ch 88-96
  1. The Structure of a Force Majeure Article
  2. Qualifying Events: the Closed List and the Catch-All
  3. Causation: Prevented, Hindered or Merely Delayed
  4. Notice, Mitigation and the Duty to Resume
  5. Allocation and Pro Rata Reduction: Who Loses the Barrels
  6. Force Majeure, Frustration and Hardship Compared
  7. Change of Law, Sanctions and Illegality Clauses
  8. Price Movement Is Not Force Majeure
  9. Negotiating the Excuse Clause Before You Need It
M9 Breach, Remedies and Limits of Liability Ch 97-106
  1. Events of Default and What Triggers Them
  2. Material Breach, Cure Periods and Suspension
  3. Anticipatory Breach and Repudiation
  4. The Replacement Measure of Damages
  5. Liquidated Damages and the Penalty Objection
  6. The Consequential Loss Exclusion
  7. Caps on Liability and How They Are Set
  8. Indemnity Clauses and Their Real Scope
  9. Insurance Obligations as Contractual Covenants
  10. Mitigation and the Duty to Act Commercially
M10 Governing Law, Jurisdiction and Dispute Resolution Ch 107-117
  1. Why the Choice of Law Changes the Answer
  2. Common Law and Civil Law Habits of Interpretation
  3. English Law and Why Oil Contracts Default to It
  4. Other Governing-Law Choices and Their Consequences
  5. Mandatory Rules and the Limits of Party Choice
  6. The Jurisdiction Clause: Exclusive, Non-Exclusive, Asymmetric
  7. Arbitration Clauses and the Seat
  8. Institutional Rules, Ad Hoc Procedure and Tribunal Composition
  9. Expert Determination, Mediation and Escalation Ladders
  10. Enforcement, Awards and Asset Reality
  11. Sovereign Counterparties, Immunity and Service
M11 Negotiating and Closing the Contract Ch 118-127
  1. Reading an Unfamiliar Set of General Conditions
  2. Building a Clause Playbook
  3. Negotiating a Spot Confirmation Against the Clock
  4. Negotiating a Term Agreement Clause Set
  5. Compliance, Anti-Corruption and Conduct Undertakings
  6. A Worked Spot Contract, Part One: Reading the Confirmation
  7. A Worked Spot Contract, Part Two: the Dispute the Drafting Decides
  8. A Worked Term Agreement, Negotiated Clause by Clause
  9. What Good Drafting Cannot Protect You From
  10. Where Each Contract Thread Is Picked Up Next

The brochure gives each of these 127 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 5 of twenty

It stands alone, and it is also the entry point to the Crude Oil Desk Academy pathway.

Enrol or enquire See the whole pathway