CRUDE OIL SALE AGREEMENT (COSA) NOTES

DEFINITIONS (ARTICLE 1)

  • Purpose: Define terms used throughout the COSA to ensure common understanding between Seller (Oil India Limited, OIL) and Buyer (Indian Oil Corporation Limited, IOCL).
  • (a) Agreement: This COSA including all schedules, annexures, attachments, and appendices, as amended.
  • (b) ASTM: American Society for Testing Materials.
  • (c) Barrels: A volume of 42 U.S. gallons corrected to 60°F and 1 atm; conversion: 1 m³ / 1 KL = 6.29297314 Barrels.
  • (d) Billing Period: Periodic billing windows defined in the contract.
  • (e) First Billing Period, Second Billing Period, Third Billing Period, Fourth Billing Period: specific ranges within a month (defined in Article 12).
  • (f) BS&W: Basic Sediments & Water, excluding free water.
  • (g) Buyer's Refineries: Digboi, Guwahati, and Bongaigaon.
  • (h) Crude Oil: All hydrocarbons in liquid form in their natural state or obtained from Natural Gas by condensation or extraction, including associated condensate.
  • (i) Custody Transfer Measurement System (CTM): custody transfer meter/measurement system located at/near the Delivery Point (Article 5) as read with Schedule A.
  • (j) Custody Transfer Point: Point where custody, title, and risk pass to Buyer; treated as Delivery Point.
  • (k) Day: 0700 hrs to 0700 hrs next day IST.
  • (l) Delivery Mode: Mode of delivery/transportation as per Schedule A.
  • (m) Delivery Point: The point specified in Article 5.
  • (n) Despatch Point: Central Tank Farm (CTF) Naharkatiya, CTF Moran, Digboi Tank Farm.
  • (o) Due Date: Ascribed in Article 12.1.
  • (p) Effective Date: The effective date in Article 3.
  • (q) Government: Government of India, unless stated otherwise.
  • (r) Invoice: Document from Seller to Buyer detailing Dry Quantity at Standard Temperature, price, taxes, etc. (as per Article 12.2).
  • (s) Laws, Regulations and Orders: Indian Central, State, local laws and associated directives/decisions.
  • (t) Metric Ton: 1000 kilograms.
  • (u) Month: 0700 hrs on 1st to 0700 hrs on 1st of next month.
  • (v) Party/ Parties: Buyer or Seller; both together.
  • (w) Price: Price per barrel, as set forth on Schedule B.
  • (x) Producing Areas: Areas in Schedule A from which Seller will supply.
  • (y) Quantity: Measured in KL at 15°C and converted to barrels using a factor of 6.29297314 (to be invoiced).
  • (z) Scheduled Outage: Defined in Article 14.1.
  • (aa) Specifications: Crude Oil specifications per Article 7.1 and Schedule B.
  • (bb) Standard Temperature: 15.56°C (60°F).
  • (cc) Supplementary Invoice: Additional invoicing for prior period adjustments.
  • (dd) Term: As defined in Article 3.
  • (ee) Time: IST.
  • (ff) Year/Financial Year: 0700 hrs on Apr 1 to 0700 hrs on Apr 1 next year.
  • 1.2: References to persons include corporates, unincorporated associations, and partnerships.
  • 1.3: References to day/month/year are as defined above.
  • 1.4: Miscellaneous drafting conventions (headings non-binding; singular includes plural; good faith implied; "including" means "including without limitation").
  • 0: All definitions contribute to the interpretation and operation of the COSA.

OVERVIEW AND RECITALS (Preamble and Recitals)

  • Parties: Buyer IOCL and Seller OIL (Oil India Limited).
  • Recitals establish that Seller produces crude oil from Producing Areas and can offer crude oil allocated by MoP&NG/Government of India from time to time.
  • Agreement purpose: Set terms for sale and purchase of crude oil from nominated fields in North East, delivered to IOCL refineries.

ARTICLE 2: AGREEMENT AND SCHEDULES

  • COSA comprises the main agreement, Schedule A (Producing Areas, Delivery/Measurement, Point of custody transfer), Schedule B (Commercial Term Sheet), and Appendices/Annexures.
  • All attachments may be amended/supplemented over time.

ARTICLE 3: TERM

  • Effective Date and Term: 01.04.2020, for 5 years.
  • Extension: Can be extended by mutual written agreement for up to 3 years or part thereof.
  • Pre-extension meeting: Parties shall meet 3 months prior to expiry to discuss extension.

ARTICLE 4: SALE AND PURCHASE OF CRUDE OIL

  • During the Term, Seller sells and Buyer purchases at the Delivery Point, quantity as per the COSA.
  • Deliveries are subject to the terms of this Agreement and Schedule A/B.

ARTICLE 5: DELIVERY AND DELIVERY POINT

  • Deliveries by pipeline: Custody passes at the Delivery Point per the mechanism described below.
  • If custody transfer is based on dip measurement in Buyer's refinery tanks: Delivery Point is downstream valve of auto-sampling system in Seller’s terminal if auto sampler is in Buyer’s custody, or upstream valve if auto sampler is in Buyer’s custody.
  • If automated CTM is installed by mutual agreement: Delivery Point becomes the outlet valve of CTM.
  • For other modes of delivery: mutual agreement.
  • Delivery Point specifics: per Schedule A (Delivery Mode; CTM; frequency of measurement; BS&W sampling).
  • Delivery Point and mode details are defined per Schedule A for Moran, Naharkatiya, and Digboi.
  • Delivery procedures at each point follow prevailing standard practices or a mutual manual if Seller publishes a manual.

ARTICLE 6: QUANTITY ALLOCATION

  • Allocation is governed by annual MoP&NG allocations (Gol) of crude oil to IOCL.
  • Monthly allocation is decided in OCCM meetings led by the Seller.
  • If MoP&NG allocation is unavailable, Buyer and Seller will discuss a future course of action mutually.

ARTICLE 7: QUALITY

  • 7.1 Quality shall be the quality usually made available by Seller at the Delivery Point; Seller will endeavor to meet Schedule B specifications.
  • 7.2 If the crude tendered does not meet Specifications, Buyer may still accept it with the price adjusted as per Article 9.2.

ARTICLE 8: MEASUREMENT AND TESTING

  • 8.1 Measurement of Dry Quantity: Dry Quantity = Wet Volume – BS&W, with BS&W determined by auto-sampler per API/ASTM; if auto-sampler outage, BS&W via TMB samples.
  • 8.2 Joint measurement/testing: Both Parties present; testing in Buyer's lab; sub-sampling per Appendix A standards.
  • 8.3 Post-delivery certification: Parties sign a delivery document certifying quality and quantity for billing.
  • 8.4 Joint calibration of measurement devices at Delivery Point.
  • 8.5 Calibration margin rules: If margin of error < ±1%, prior measurements stand; if overall margin > ±1%, adjust to zero margin for the period; if period unknown, adjust to zero margin from notice date.
  • 8.6 Calibration challenges: If either Party challenges calibration, double the cost of retaining an expert; if recalibration confirms errors, costs borne accordingly; mutual agreement to reallocate costs if necessary.
  • 8.7 Validation by accredited inspector; if a device is out of service or registering inaccurately, volume is estimated by check meters, or alternative methods (historical data, calibration, etc.).

ARTICLE 9: PRICE

  • 9.1 Price: To be paid per Schedule B; payable in accordance with the Agreement.
  • 9.2 If crude does not meet Specifications, price adjusted per Schedule B.
  • 9.3 Pipeline transportation charges (PLC/T&D) form part of the price in the pipeline transfer case.
  • 9.4 Buyer bears service charges for Seller-provided services, including applicable taxes.
  • 9.5 Price methodology is subject to mutual agreement and MoP&NG consent; effective from 01.04.2020.
  • 9.6 Pipeline charges are subject to mutual review; effective date to be decided mutually.

ARTICLE 10: TAXES AND DUTIES

  • Tax treatment: Taxes, duties, imposts, fees payable prior to transfer (title/risk transfer) to Buyer is Seller’s responsibility up to the point of delivery; Buyer pays taxes as per Schedule B price build-up.
  • New taxes introduced by Central/State Government: Responsibility to be discussed between Buyer and Seller.

ARTICLE 11: GOVERNMENT DIRECTIVES

  • Both Parties shall abide by current or future directives (including sharing of under-recoveries) from MoP&NG/PPAC or other Government bodies that affect price or terms; such directives become integral to the COSA.

ARTICLE 12: BILLING & PAYMENTS

  • 12.1 Payment timing: Based on Billing Periods (First/Second/Third/Fourth). Due dates are: 25th of the same month for First period; 2nd of following month for Second; 11th of following month for Third; 18th of following month for Fourth.
  • Invoicing approach: Provisional invoices for first three periods based on prior month pricing inputs; Fourth period invoices based on actual inputs; adjustments for the first three weeks via the Fourth period invoice.
  • 12.2 Seller must provide Invoice and Supplementary Invoice not later than 5 days before Due Date, via fax/email, with originals by post.
  • 12.3 Buyer to remit via electronic transfer to Seller’s nominated bank accounts, with payment details provided to Seller.
  • 12.4-12.7 Provisions for bank closures (weekends/holidays) and payment timing adjustments.
  • 12.8 If the fourth period results in a negative amount payable by Buyer (i.e., Seller owes Buyer), payment is due on the due date for the fourth period.
  • 12.9 Provisions for weekend adjustments: If Due Date is Saturday, pay Friday; if Sunday, pay Monday.
  • 12.10-12.11 No unilateral deductions, except as agreed; interest on overdue payments accrues from the Due Date at SBI Base Rate + 4% for first 30 days, then SBI Base Rate + 5% (compounded quarterly).

ARTICLE 13: TITLE AND RISK

  • Title and risk pass to Buyer at the Delivery Point (per Article 5 and Schedule A).

ARTICLE 14: SCHEDULED OUTAGES

  • 14.1 Each Party must provide written notice of Scheduled Outages; coordination to match outage periods where feasible; total outage period not to exceed 60 days in a year under normal circumstances.
  • 14.2 Outages discussed in monthly Crude Coordination Meetings 2–3 months in advance with start date and total outage span.

ARTICLE 15: CHANGE IN LAWS, REGULATIONS, ORDERS ETC.

  • 15.1 Parties rely on laws in effect on the date of signing.
  • 15.2 If a change in law/regulation has a material adverse economic effect not covered by other provisions, the affected Party may request renegotiation of price/terms with 15-day negotiation window; if no agreement, the affected Party may terminate at the end of the 15-day period.
  • Any Crude Oil delivered during the 15-day renegotiation period remains under existing price/terms without adjustment for new laws.

ARTICLE 16: FORCE MAJEURE

  • 16.1 Force Majeure excludes past due payment obligations; Force Majeure includes acts of God, sabotage, natural disasters, war, government orders, and other events beyond control.
  • 16.2 Notice of Force Majeure within 48 hours of occurrence with full particulars, duration, obligations affected, and ability to recommence.
  • 16.3 Burden of proof on the asserting party; reasonable diligence required to remedy.
  • 16.4 Best efforts to remedy and mitigate effects.
  • 16.5 Time extensions for affected obligations; extensions equal to Force Majeure period or as agreed.
  • 16.6 If Force Majeure persists beyond 30 days, the Parties shall meet to discuss consequences and mitigation actions.

ARTICLE 17: TERMINATION

  • 17.1 Termination upon expiry of Term or mutual extension.
  • 17.2 Either Party may terminate for any reason with MoP&NG approval.
  • 17.3 Termination if Force Majeure persists for more than 180 days.
  • 17.4 Termination does not prejudice accrued rights/obligations as of termination.

ARTICLE 18: SUSPENSION

  • If Buyer fails to pay by the Due Date and remains in arrears after 30 days’ written notice, Seller may suspend supply until payment is cleared.
  • Pending dispute resolution per Article 20, Seller shall continue to perform obligations; suspension of delivery is not automatic during disputes.

ARTICLE 19: SOLE EXPERT

  • 19.1 Technical matters (engineering/measurement) with no commercial impact referred to a Sole Expert; independent, internationally qualified; appointed by agreement; no conflict of interest.
  • If Parties disagree on a matter of existence or commercial implication, it may be referred to Article 20 (Dispute Resolution).
  • 19.2 Sole Expert's decision is final and binding, not subject to arbitration.
  • 19.3 Fees equally borne by Parties.
  • 19.4 Venue: New Delhi, India; English language; functionality to continue per contract terms during proceedings.

ARTICLE 20: DISPUTE RESOLUTION

  • 20.1 Parties should first attempt amicable settlement within 90 days (or longer if agreed).
  • 20.2 For disputes relating to interpretation and application of commercial contracts, resolution shall be through AMRCD as per DPE OM No. 4(1)/2013-DPE(GM)/FTS-1835 dated 22-05-2018.

ARTICLE 21: INSURANCE ON CRUDE OIL

  • 21.1 Buyer is responsible for insurance of Crude Oil from Delivery Point onwards.

ARTICLE 22: INDEMNITY

  • 22.1 Each Party indemnifies the other against: (a) injuries/diseases/deaths of employees/contractors near the Delivery Point; (b) actual physical loss to a Party’s facilities caused by the other Party’s operations.
  • 22.2 If a claim arises, the Indemnitee must notify the Indemnitor promptly and take reasonable actions to avoid/defend the claim while being indemnified for losses, costs, and expenses; if not requested or not indemnified within 28 days, the Indemnitee may settle in its discretion.

ARTICLE 23: ASSIGNMENT/SUB-CONTRACTING

  • Neither Party may assign rights or transfer or subcontract obligations without the other Party’s prior written consent; consent shall not be unreasonably withheld.
  • If assignment occurs, the assignor remains responsible for proper performance of the Agreement.

ARTICLE 24: LAW AND JURISDICTION

  • This Agreement is governed by Indian law; the Delhi Courts have jurisdiction.

ARTICLE 25: NOTICES

  • Notices must be in person or by registered/speed post or fax/email to the addresses in Schedule A; deemed delivered on hand delivery or transmission/receipt depending on method used.

ARTICLE 26: CONFIDENTIALITY

  • 26.1 Each Party shall keep Confidential Information confidential, using the standards of care it uses for its own information.
  • 26.2 Disclosures permitted under specific exceptions (legal requirements, regulatory disclosures, professional advisers, public domain, prior written consent, disclosures to potential assignees with protective undertakings).

ARTICLE 27: NO AGENCY

  • No agency relationship; neither Party may bind the other unless expressly authorized.

ARTICLE 28: ANNOUNCEMENTS

  • No public announcements about the COSA or related transactions without the other Party’s prior written approval, except as required by law/regulation or securities regulations.

ARTICLE 29: EFFECT OF ILLEGALITY, ETC.

  • Invalid terms do not affect the validity of others; Parties should replace invalid terms with valid ones that preserve purpose; inoperative terms to be treated accordingly.

ARTICLE 30: GOOD FAITH

  • Each Party shall act in good faith and use reasonable efforts to execute further deeds and to perfect the transaction.

ARTICLE 31: WAIVER

  • Delays or indulgences do not waive rights; waivers apply only to the specific non-compliance; not to other matters.

ARTICLE 32: CUMULATIVE REMEDIES

  • Rights and remedies are cumulative unless otherwise stated.

ARTICLE 33: ENTIRE AGREEMENT

  • This COSA, Schedule A, Schedule B, Appendix A, Appendix B, and related documents constitute the entire agreement; no reliance on other statements beyond those expressly included.

ARTICLE 34: AMENDMENTS

  • Any amendment must be in writing and signed by both Parties; waivers must be in writing.

ARTICLE 35: NO PARTNERSHIP

  • No principal-agent or partnership relationship; neither Party can bind the other except as explicitly allowed.

ARTICLE 36: PRIVITY

  • The Agreement is for the benefit of the Parties only; it does not confer rights to third parties.

ARTICLE 37: COUNTERPARTS

  • The Agreement may be executed in multiple counterparts, each an original.

ARTICLE 38: COMPLIANCE WITH LAWS

  • Parties shall comply with applicable Indian statutes, as amended.

ARTICLE 39: APPROVALS

  • Each Party is responsible for obtaining necessary consents/approvals to fulfill its obligations.

ARTICLE 40: CONSEQUENTIAL LOSS, LIMITATION OF LIABILITY

  • Except as expressly provided, neither Party is liable for indirect, consequential, or special damages, including loss of profit or product, in connection with performance or termination.

ARTICLE 41: REPRESENTATIONS

  • Neither Party relies on representations other than those expressly stated (fraudulent misrepresentation excluded); no remedy for misrepresentation except for fraud.

ARTICLE 42: USE OF CRUDE OIL

  • Quantity purchased shall be processed exclusively at Buyer’s Refineries; no resale or supply to third parties in India or abroad without Seller’s written consent.

SCHEDULE A: Producing Area(s), Mode of Delivery, Mode of Measurement & Sampling

  • Producing Areas: North East fields operated by OIL; Crude oil despatched to North East Refineries from Moran, Naharkatiya, and Digboi.
  • Delivery Point/Custody Transfer Point by Despatch Point:
    • Moran/Naharkatiya: Pipeline delivery; CTM/dip-based custody transfer; daily measurement; batch-wise quality testing; auto-sampler or TMB options for sampling.
    • Digboi: Despatch from Digboi Tank Farm; details refer to Article 5 and testing procedures; minimum 4-hour settling time for tank dips; steam heating to be cut off at least 4 hours before handing over empty tanks for filling.
  • Measurement/Testing: See Article 8 and Appendix A for procedures; CTM frequency and sampling frequency defined for each point.
  • See Schedule A for precise custody transfer frequency, sampling method, and transfer system at Moran/Naharkatia/Digboi.

SCHEDULE B: COMMERCIAL TERM SHEET (PRICE BUILD-UP)

  • Pricing directives: MoP&NG directives for pricing Assam crude for North-East refineries (P-20012/11/2006-PP; annexes 1-3).
  • Pricing basis: Prices expressed in Rs per Barrel; FOB pricing with components:
    • Base Price: Weighted average of international crude basket quotations for the entire supply month, as published under Platts’ spot crude assessment heading.
    • Despatch-point basket: Moran, Nahorkatiya, Digboi baskets used for base price calculation.
    • GPW (Gross Product Worth) premium/discounts: Based on differential GPW between OIL crude and basket of marker crudes; GPW calculation uses four cuts (LPG, Naphtha, Middle Distillates, Residue) for each despatch point.
    • Sulphur and Residual API adjustments: Formulas provided to adjust the GPW-derived prices based on Assam crude vs. basket crudes sulfur content and residue API.
    • BS&W discount: Adjustment for BS&W content levels, with tiered discounts.
    • Adjustments for Pipeline Transportation Charges (PLC) and T&D (Taxes & Duties) per Schedule B: PLC and T&D are added to price in pipeline transfers; Taxes and Duties are included in the final price.
    • Final price composition:
    • Composite FOB Price (in Rs/bbl) = [FOBbaseUSDperbbl × ER + PLC + T&D] – BS&W_discount
    • Final price in Rs/bbl = Composite FOB Price + Taxes and Duties (per Schedule B) + any other applicable charges.
  • Invoices: Appendix B and Schedule B describe the price build-up and rounding conventions; all prices rounded according to specified rules.
  • References to external publications: Platts Asia-Pacific/Arab Gulf MARKETSCAN for pricing; Propane/Butane priced using LPGASWIRE; Propane/Butane ratios (50:50) for calculations.
  • Inputs: Monthly Platts mean prices, exchange rate (monthly RBI/FBIL reference rate), despatch-point GPW and its differentials, BS&W, sulfur, and residue API adjustments, pipeline charges, T&D, and related tax rules.
  • Inputs not available: Provisional values to be used in good faith with subsequent supplementary invoices; if inputs cease to be published, parties shall agree on alternate values or use the last available value; disputes to be resolved by an expert.
  • Appendix-B workflow: Lays out the step-by-step calculation flow and rounding rules for price computation.

APPENDIX A: TESTING & MEASUREMENT STANDARDS

  • Sampling, Density, Specific Gravity, API Gravity, Pour Point, RVP, Water Content, Sediments, Salinity, Sulphur Content, Organic Chloride.
  • Standards referenced: ASTM/IP/ISO methods (e.g., ASTM 4057/4177, IP-160/99, ASTM D 1298, ISO 3675:1998, IP-69/01, ASTM D-323/94, ISO 9029:1990, etc.).
  • Quantity measurement systems: As per MPMS (API) recommendations.

APPENDIX B: PRICING TEMPLATE

  • Monthly routine: Use monthly average Platts prices, RBI/FBIL rates; compute Despatch Point-wise base prices; calculate monthly uplifted crude quantity per despatch point; compute GPW and differentials; apply sulphur and residue API adjustments; apply BS&W discount; compute pipeline charges; compute taxes and duties; arrive at final Rs/bbl price.
  • Rounding rules: Three-decimal precision for many inputs; clear rules for truncation and rounding (as described in Appendix B’s rounding procedure).

SIGNIFICANT ADDITIONS AND CONTEXT (PAGES 34–37): GOVERNMENT MESSAGES AND PERTINENT DOCUMENTS

  • May 2009, May 2011 government communications (PPAC, MoP&NG) regarding benchmark pricing for Assam crude for North-East refineries and the treatment of sales tax and pipeline transportation charges.
  • Revisions to pipeline tariffs (Naharkatiya–Bongaigaon, Naharkatiya–Digboi, and related segments) were discussed and implemented starting 2011–2014 with annual escalation linked to WPI from 2012–13 onwards.
  • These government communications informed the pricing framework and bilateral COSA negotiations among IOCL, OIL, ONGC, NRL, and North-East refineries.
  • The documents reflect the regulatory backdrop for price formation, including the role of upstream and downstream entities and the sharing of under-recoveries, as applicable to North-East crude oil pricing under COSA.

SUMMARY OF KEY STRUCTURES AND RELATIONSHIPS

  • The COSA binds OIL (Seller) and IOCL (Buyer) to a long-term, government-influenced framework for selling/buying crude oil from nominated OIL fields in North East India.
  • It links physical delivery (Delivery Point, custody transfer, measurement) to financial settlement (price build-up, taxes, duties, pipeline charges) with detailed measurement/testing protocols.
  • It embeds governmental oversight (MoP&NG, PPAC) into the pricing framework (Schedule B) and provides renegotiation pathways for changes in law.
  • It includes standard contractual protections (force majeure, termination, suspension, dispute resolution, sole expert, confidentiality, and liability limits).
  • It relies on operational collaboration (OCCM, Crude Coordination Meetings) to allocate monthly quantity in the absence of MoP&NG allocations.
  • It outlines detailed methodologies for price calculation, including GPW premium/discounts, sulfur adjustments, residue API adjustments, BS&W-based discounts, and the integration of PLC and T&D within a single landed price.

KEY FORMULAS AND EQUATIONS (LaTeX)

  • Barrels per cubic meter:
    1extm3=6.29297314extbarrels1 ext{ m}^3 = 6.29297314 ext{ barrels}
  • Barrels per KT? (Quantity conversion as described):
    extQuantity(KLat15°C)imes6.29297314=extBarrelsat60°Fext{Quantity (KL at 15°C)} imes 6.29297314 = ext{Barrels at 60°F}
  • Standard Temperature: extST=15.56ext°C=60ext°Fext{ST} = 15.56^ ext{°C} = 60^ ext{°F}
  • Price Build-Up (Conceptual as per Schedule B):
    ext{Composite FOB Price (Rs/bbl)} = ig( ext{FOB}_{ ext{base}} imes ER + PLC + T ext{&}D ig) - ext{BS ext{&}W discount}
  • Final price per barrel (Rs/bbl):
    extFinalPrice=extCompositeFOBPrice+extTaxesandDutiesext{Final Price} = ext{Composite FOB Price} + ext{Taxes and Duties}
  • GPW premium/discount calculation (conceptual):
    ext{GPW}_{ ext{premium/discount}} = fig( ext{GPW of OIL crude}, ext{GPW of Basket crude}ig)
  • Sulphur adjustment (OIL crude vs basket):
    extSulphuradjustment=(0.037371)imesextForcadosPrice+(0.936203)imes(extSulphurextAssamextSulphurextBasket)ext{Sulphur adjustment} = (-0.037371) imes ext{Forcados Price} + (-0.936203) imes ( ext{Sulphur}_ ext{Assam} - ext{Sulphur}_ ext{Basket})
  • Residue API adjustment:
    ext{Residue adjustment} = ig(0.004488 imes ext{Forcados Price} - 0.074991ig) imes rac{141.5}{ ext{Residue Gravity}_ ext{Basket} - ext{Residue Gravity}_ ext{Assam}}
  • BS&W discount schedule (per 0.2% to 1.0% and increments):
    ext{BS ext{&}W Discount} = egin{cases}0.10,& 0.2\ 0.15,& 0.5\ 0.20,& 1.0\ +0.05 ext{ per additional }0.5 ext{% over 1.0%} \ ext{(pipeline monthly weighted average; BS&W% rounded to 3 decimals)}
    \end{cases}

NOTES ON USAGE AND EXAM-FOCUS POINTS

  • This COSA illustrates a milestone in North-East crude pricing, blending government directives with commercial terms and measurement rigor.
  • Be ready to discuss how price is built from base (platt basket) to GPW adjustments, BS&W, sulfur, and residue API adjustments, and how taxes and pipeline charges are incorporated.
  • Understand how custody transfer, delivery points, and measurement protocols (APIs/ASTMs) drive the reliability of quantities used for invoicing.
  • Recognize renegotiation triggers under Change in Laws (Article 15) and Force Majeure procedures (Article 16).
  • Remember the governing law (India) and Delhi jurisdiction, alongside dispute resolution mechanisms (amicable first, then AMRCD reference or Sole Expert/arbitration as applicable).

IMPORTANT DATES AND REFERENCES

  • Effective Date: 01.04.2020; Expiry: 31.03.2025; Term: 5 years; Extension option up to 3 years with 3-month pre-expiry meeting.
  • MoP&NG/government communications referenced in Schedule B and Appendices through 2009–2014 regarding benchmark pricing for Assam crude and pipeline charges.
  • PPAC, IOCL, OIL, ONGC, NRL, and North-East Refineries are repeatedly cited in pricing discussions and tariff revisions.
  • Schedule A clarifies Despatch Points: Moran, Naharkatiya, and Digboi; Delivery at each point with CTM/dip-based custody transfer and sampling modalities; Digboi has specific tank-dip and heating-related procedures.

CROSS-REFERENCES TO SCHEDULES AND APPENDICES

  • Schedule A: Producing Areas, Delivery Point, Custody Transfer Point, CTM and sampling frequencies; delivery modes and procedures.
  • Schedule B: Commercial Term Sheet; detailed price build-up, GPW methodology, adjustments, and rounding rules.
  • Appendix A: Sampling, density, SG, API, pour point, RVP, water content, sediment testing standards (ASTM/IP/ISO methods).
  • Appendix B: Price calculation template, rounding rules, and data flow for monthly pricing (Platts prices, RBI/FBIL rates, despatch-point adjustments, and final Rs/bbl price).

Notes:

  • The content above captures the material from the transcript, including definitions, core Articles, and the pricing framework (Schedule B) with the appendices (A and B) and Schedule A details. Government communications (Pages 34–37) provide historical context for benchmark pricing and pipeline tariff revisions that influence the COSA in practice.
  • For exam preparation, focus on how price is constructed (Base Price, GPW, Sulphur, Residue API, BS&W, PLC/T&D, Taxes), how delivery and custody transfer are defined, and the dispute resolution machinery (Sole Expert and AMRCD path).