SAUDI ARAMCO PRODUCTS TRADING COMPANY

GENERAL TERMS AND CONDITIONS

FOR SALES AND PURCHASES OF LIQUID CHEMICALS,

JULY 2015 EDITION

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CONTENTS

Page

PART I: TERMS OF GENERAL APPLICATION 1

1 APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS 1

2 DEFINITIONS 1

3 INTERPRETATION 4

4 PRODUCT QUANTITY 4

5 PRODUCT QUALITY 4

6 CLAIMS IN RESPECT OF QUALITY/QUANTITY 5

7 PAYMENT 5

8 TAXES 9

9 FORCE MAJEURE 10

10 HEALTH, SAFETY AND ENVIRONMENT 11

11 CONFIDENTIALITY 12

12 LIMITATION OF LIABILITIES 12

13 TERMINATION OR SUSPENSION 13

14 ASSIGNMENT 13

15 AMENDMENT OF AGREEMENT 13

16 NOTICES 14

17 EDOCS 14

18 DESTINATION 14

19 FACILITATION PAYMENTS AND ANTI-CORRUPTION 15

20 GOVERNING LAW 16

21 DISPUTE RESOLUTION 16

22 MISCELLANEOUS 17

PART II: FOB DELIVERIES 18

23 DELIVERY, TITLE AND RISK OF LOSS 19

24 QUANTITY AND QUALITY 19

25 PRODUCT SAMPLING, RETENTION AND TESTING OF THE RETAINED SAMPLE 19

26 VESSEL NOMINATION 19

27 VESSEL ACCEPTANCE 20

28 VESSEL SUBSTITUTION 21

29 VESSEL ARRIVAL 21

30 LOADING 22

31 COMBINED LOADING 23

32 TENDER OF NOTICE OF READINESS (NOR) 23

33 LAYTIME COMMENCEMENT 23

34 COMPLETION OF USED LAYTIME 24

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35 LAYTIME ALLOWANCES 24

36 USED LAYTIME DEDUCTIONS 25

37 DEMURRAGE 26

38 DEMURRAGE RATE DETERMINATION 26

39 DEMURRAGE CLAIM SUBMISSION 26

40 VESSEL CARGO TANK INSPECTION 27

PART III: CIF AND CFR DELIVERIES 26

41 DELIVERY, TITLE AND RISK OF LOSS 28

42 QUANTITY AND QUALITY 28

43 PRODUCT SAMPLING AND RETENTION AND TESTING OF THE RETAINED

SAMPLE 28

44 PART CARGO LOTS DELIVERED CFR OR CIF 28

45 INSURANCE 29

46 AGREED DATE RANGE AND INDICATIVE DISCHARGE DATES 30

47 VESSEL NOMINATION 30

48 VESSEL ACCEPTANCE 31

49 VESSEL SUBSTITUTION 31

50 VESSEL ARRIVAL 32

51 DISCHARGE 32

52 COMBINED DISCHARGE 33

53 TENDER OF NOTICE OF READINESS (NOR) 34

54 LAYTIME COMMENCEMENT 34

55 COMPLETION OF USED LAYTIME 34

56 LAYTIME ALLOWANCES 34

57 USED LAYTIME DEDUCTIONS 35

58 DEMURRAGE 35

59 DEMURRAGE RATE DETERMINATION 36

60 DEMURRAGE CLAIM SUBMISSION 36

61 TIME ALLOWED AND DEMURRAGE UNDER INDICATIVE DISCHARGE DATE

CONTRACTS 36

62 CHARTER PARTY CONDITIONS 36

63 VESSEL CARGO TANK INSPECTION 37

SCHEDULE A: LETTER OF INDEMNITY FORMAT (PAYMENT DOCUMENTS) 38

SCHEDULE B: PROFORMA DOCUMENTARY LETTER OF CREDIT 39

SCHEDULE C: PROFORMA STANDBY LETTER OF CREDIT AND CONFIRMATION 40

SCHEDULE D: LETTER OF INDEMNITY FORMAT 46

SCHEDULE E: ARAMCO TRADING CASUALTY PROCEDURE 52

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EME_ACTIVE-554012458.1

PART I: TERMS OF GENERAL APPLICATION

1 APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS

1.1 Unless otherwise expressly agreed in writing, these general terms and conditions and the schedules hereto (referred to collectively as the “General Terms and Conditions”) shall apply to all contracts into which they are incorporated by reference.

1.2 These General Terms and Conditions are intended to be supplemented by a Trade Confirmation. In the case of any conflict, ambiguity or inconsistency between the provisions of these General Terms and Conditions and the Trade Confirmation, the provisions of the Trade Confirmation shall prevail. These General Terms and Conditions and the Trade Confirmation are together referred to as the “Agreement”.

1.3 The Agreement, as amended from time to time in accordance with Section 15, contains the entire agreement between Seller and Buyer and supersedes all representations and prior agreements, oral or written, in connection with the matters which are the subject of the Agreement.

2 DEFINITIONS

The following words and expressions shall have the meanings given below when used in the Agreement.

2.1 “Affiliate” means a company or other legal entity which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a party. For this purpose “control” means the direct or indirect ownership of fifty per cent or more of the voting rights attached to the issued share capital of such company or other legal entity.

2.2 “Agreed Date Range” means the date or range of days set out in the Trade Confirmation.

2.3 “API” means the American Petroleum Institute.

2.4 “ASTM” means the American Society for Testing and Materials.

2.5 “Aramco Trading” means Saudi Aramco Products Trading Company.

2.6 “Banking Day” means a day other than a Saturday or Sunday on which commercial banks are open for business in New York. When the last day for any notice to be given under the Agreement falls on a day which is not a Banking Day, such notice shall be given (by not later than the specified time, where applicable) on the last preceding Banking Day.

2.7 “Berth” means a berth, dock, anchorage, submarine line, single point or single berth mooring facility, offshore location, alongside vessels or lighters or any other loading or discharge place as may be indicated by the party in question.

2.8 “Business Day” means a day on which banks are open for business at the location of the party to whom the relevant obligation of the other party is owed under the Agreement.

2.9 “Buyer” means the entity identified in the Trade Confirmation as Buyer.

2.10 “CFR” and “CIF” shall each have the meaning ascribed thereto in Incoterms, except as modified by or inconsistent with the Agreement.

2.11 “Date of Delivery” shall mean the date on which the Product is placed or procured to be placed at the disposal of Buyer at the time and place agreed upon.

2.12 “day” means a calendar day.

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2.13 “Delivery” means placing or procuring to place the Product at the disposal of Buyer at the time and place agreed upon. “Deliver” includes procure to be delivered and the term “Delivered” shall be construed accordingly.

2.14 “Discharge Port” means the port or terminal at which, or the Vessel to which, the Product to be delivered hereunder is or will be discharged, or the place at which the laden Vessel goes into floating storage or, where the context requires, the operator, authority or governing body of such port or terminal.

2.15 “Due Date” shall mean the date specified in the Trade Confirmation by which payment is due for Product sold under the Agreement. If the Due Date specified in the Trade Confirmation is a Sunday or a Monday that is not a Banking Day, the Due Date shall be deemed to be the first Banking Day following. If the Due Date is a Saturday or a day which is not a Banking Day other than a Sunday or Monday, the Due Date shall be deemed to be the last preceding Banking Day. In case of multiple bills of lading issued during a multi-port voyage, payment shall be made based on the latest issued bill of lading.

2.16 “EEA” means European Economic Area.

2.17 “ETA” means the estimated time and/or date or range of dates of arrival of the Vessel, in the case of FOB deliveries, at the Loading Port, and in the case of CFR and CIF deliveries, at the Discharge Port, save where otherwise indicated.

2.18 “FOB” shall have the meaning set out in Incoterms, except as modified by or inconsistent with the Agreement and except that references therein to “the loading point” shall be read to refer instead to the Delivery Point as that term is defined in Part II of these General Terms and Conditions.

2.19 “Force Majeure” shall have the meaning set out in Section 9.

2.20 “ICS” means the International Chamber of Shipping.

2.21 “Incoterms” means the international rules for the interpretation of trade terms as published by the International Chamber of Commerce, 2010 edition or such later edition as is in effect as at the date on which the relevant Trade Confirmation is agreed.

2.22 “Indicative Discharge Date(s)” shall have the meaning ascribed thereto in Section 46.2.

2.23 “IP” means the Institute of Petroleum.

2.24 “ISO” means the International Organisation for Standardisation.

2.25 “Laytime” means the time allowed to Seller for loading (determined pursuant to Section ‎35) or the time allowed to Buyer for discharge (determined pursuant to Section 56), as the case may be.

2.26 “LIBOR” means, in respect of any sum due, the one (1) month British Bankers Association London Interbank offered rate for U.S. Dollar deposits as shown on Reuters screen reference page “LIBOR01” (or any successor page) fixed at 11:00 a.m. London time on the first banking day of the month in which the sum became due; or in the event of the unavailability of the relevant Reuters page (or any successor page), the rate for such determination date shall be determined on the basis of the rates at which deposits in the relevant currency are offered by four (4) major banks in the London interbank market (the “Reference Banks”) at approximately 11.00 am on the relevant determination date to prime banks in the London interbank market for one (1) month deposits commencing on that date and in an amount (a “Representative Amount”) that is representative for a single transaction in the relevant market at the relevant time. The payee of the interest will request the principal London office of each of the Reference Banks to provide a quotation for its rate. If at least two (2) such

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quotations are provided, the rate for such date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for such determination date will be the arithmetic mean of the rates quoted by major banks in the jurisdiction of the relevant currency, selected by the payee of the interest, at approximately 11.00 am (New York City time) on such determination date for loans in the relevant currency to leading European banks for one (1) month deposits commencing on the determination date and in a Representative Amount.

2.27 “Loading Port” shall mean the port or terminal at which the Product to be delivered hereunder is or will be loaded or, where the context requires, the operator, authority or governing body of such port or terminal.

2.28 “Metric Ton” shall mean a ton of one thousand (1,000) kilograms measured in vacuum or air in accordance with standard practice at the Loading Port or Discharge Port (as applicable).

2.29 “month” shall mean a Gregorian calendar month.

2.30 “MPMS” means the API Manual of Petroleum Measurement Standards as amended from time to time.

2.31 “MSDS” or “Material Safety Data Sheet” means the safety data sheet containing the information which is in compliance with the applicable laws and regulations of the country in which the Loading Port and/or Discharge Port are located. Where the Loading Port and/or Discharge Port are located in the EEA, the safety data sheet shall contain information set out in Annex II of REACH (as amended from time to time).

2.32 “OCIMF” means the Oil Companies International Marine Forum.

2.33 “party” means either Buyer or Seller and collectively the “parties”.

2.34 “Payment Documents” means documents as described in Section ‎7.11 and 7.13.

2.35 “Payment Security” means support for Buyer’s payment obligation as described in Section 7.18 or as provided for in the Trade Confirmation.

2.36 “Product” shall mean the liquid chemical product or products as specified in the Trade Confirmation.

2.37 “REACH” means Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Regulation, Evaluation, Authorization and Restriction of Chemical Substances, as amended from time to time.

2.38 “safely afloat” means that the Vessel shall at all times be water-borne in compliance with the port clearance requirements of the Vessel nominating party (including but not limited to underkeel clearance) and shall be able to remain at the Berth, without risk of loss or danger from wind, weather or other craft which are being properly navigated.

2.39 “Seller” means the entity identified in the Trade Confirmation as Seller.

2.40 “Shipment” shall mean a part cargo, a cargo or cargoes of Product lifted by a single Vessel under the Agreement.

2.41 “Shipment Value” shall mean the value of a Shipment calculated by reference to the price per unit specified in the Trade Confirmation and the quantity of that Shipment as determined in accordance with the Agreement.

2.42 “Tax” or “Taxes” means all taxes, duties, imposts, fees and charges whatsoever (including but not restricted to taxes, duties, imposts, fees and charges imposed or levied by any

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governmental, local or port authority) arising in connection with the Product, its sale, transportation, ownership, delivery, export or use.

2.43 “Trade Confirmation” means the agreement in which these General Terms and Conditions are incorporated by reference to form the Agreement.

2.44 “typicals” mean a quality or characteristic often attributable to product from a particular source, given without guarantee and not amounting to a representation or warranty that such typical quality or attribute will be present in the Product supplied.

2.45 “UCP 600” means the Uniform Customs and Practice for Documentary Credits, 2007 Revision International Chamber of Commerce Publication No. 600.

2.46 “Valid NOR” means valid notice that the Vessel is ready in all respects to load or discharge, as the case may be, given by letter, electronic mail, or facsimile in accordance with the Agreement by the master of the Vessel (or his representative) to Seller (or his representative) at the Loading Port or to Buyer (or his representative) at the Discharge Port as applicable.

2.47 “VAT” means, within the European Union, such Tax as may be levied in accordance with the EEC’s Sixth Directive on turnover taxes, (Directive 77.388.EEC) and, outside the European Union, means Tax levied by reference to added value, use or supplier or investment tax.

2.48 “Vessel” means a seafaring vessel which is wholly or mainly constructed or is adapted for the carriage of Product.

2.49 “year” shall mean twelve (12) consecutive Gregorian calendar months.

3 INTERPRETATION

3.1 Section headings contained in the Agreement are for convenience of reference only and shall not affect the interpretation thereof. Any reference to any legislation of any sovereign state shall be deemed to include any amendment, replacement or reenactment thereof for the time being in force and any bylaws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made thereunder and any conditions attaching thereto.

3.2 Except where the context otherwise requires, words denoting the singular include the plural and vice versa, and words denoting persons include firms and corporations and vice versa.

4 PRODUCT QUANTITY

4.1 The total quantity of Product which Seller shall Deliver and Buyer shall take Delivery of shall be set out in the Trade Confirmation.

5 PRODUCT QUALITY

5.1 Seller warrants that the Product conforms to the specification set out in the Trade Confirmation.

5.2 Neither the Product’s specification, typicals nor any stipulation as to the time of delivery shall form part of the Product’s description.

5.3 EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, AND SAVE TO THE EXTENT THAT EXCLUSION THEREOF IS NOT PERMITTED OR IS INEFFECTIVE BY OPERATION OF LAW, ALL EXPRESS, IMPLIED OR STATUTORY CONDITIONS, GUARANTEES OR WARRANTIES WITH RESPECT TO THE DESCRIPTION, QUALITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE ARE HEREBY EXCLUDED.

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6 CLAIMS IN RESPECT OF QUALITY/QUANTITY

6.1 All claims by Buyer in respect of any shortage in the quantity of Product delivered or the failure of the Product delivered to meet the specification or to be of contractual quality shall be deemed waived unless notified to Seller in writing as soon as possible and in any event by no later than sixty (60) days after the Date of Delivery of the Product. Claims must be accompanied by details of the facts on which the claim is based and copies of all available supporting documents. If Buyer fails to give such notice and/or to submit a fully documented claim within such period, Buyer’s claim shall be deemed to have been waived, and any liability on the part of Seller shall be extinguished.

6.2 With respect to any disputed claim for which notice is given in accordance with this Section ‎6, such claim shall be deemed to have been waived and any liability on the part of Seller shall be extinguished unless Buyer commences proceedings pursuant to Section ‎21 (Dispute Resolution) within six (6) months from the Date of Delivery or, if Delivery is late or not made, the date on which Delivery was expected to have taken place.

6.3 Without prejudice to Section 24.3 or 42.3, in the case of CIF, CFR or FOB deliveries once the Product has been shipped on board the delivering Vessel, Buyer’s exclusive remedy in respect of a quality or quantity deficiency or a failure of the goods to meet the specifications shall be for damages only and Buyer shall have no right of rejection in such circumstances.

6.4 Notwithstanding any other provision in the Agreement, Seller’s liability for any and all losses resulting from breach of the Agreement by Seller including any failure of the Product delivered to meet the contractual quantity, quality or to meet the specifications shall not exceed the Shipment Value of the Product.

6.5 Notwithstanding the foregoing, no claim shall be admitted in respect of any deficiency of quantity where the difference between the loaded and discharged quantity is 0.5% or less of the loaded quantity, nor where the only basis of the claim is a challenge to the certificates of quality and quantity provided in accordance with Section 24.2 or 42.2.

6.6 Notwithstanding anything to the contrary express or implied elsewhere in the Agreement, in the event that a party fails to Deliver, or take Delivery of a Shipment, and such non-performance is not otherwise excused by the terms of this Agreement, then the other party may, without prejudice to its other rights under this Agreement or otherwise:

6.6.1 suspend Delivery under the Agreement until such time as the non-performing party has performed their obligations; or

6.6.2 cancel the parties’ obligations in relation to those Shipments that were the subject of the failure to perform, in which case title to any such Shipments shall remain with the performing party or automatically revert to the performing party.

6.7 Suspension or cancellation in accordance with Section 6.6 shall not affect the parties’ other remaining obligations under the Agreement.

7 PAYMENT

7.1 The price per unit and the Due Date of the Shipment shall be specified in the Trade Confirmation.

Payment by telegraphic transfer

7.2 If no payment method is specified in the Trade Confirmation, Buyer shall pay the Shipment Value on or before the Due Date in US dollars by wire transfer to the bank account designated by Seller against presentation to Buyer of the Payment Documents.

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7.3 If the availability of relevant pricing information does not allow Seller’s commercial invoice in respect of the Shipment Value to be produced before the Due Date:

7.3.1 Seller may send Buyer and Buyer shall make payment against a provisional invoice based on Seller’s reasonable estimate of the Shipment Value with reference to the quantity certificates issued in accordance with the Agreement. Buyer shall pay the provisional Shipment Value stated in the provisional invoice.

7.3.2 Seller shall send to Buyer a final commercial invoice as soon as possible and Seller or Buyer as applicable shall account to the other forthwith, and in no event later than five (5) Banking Days after receipt by Buyer of Seller’s final commercial invoice, for any difference between the sum paid against the provisional commercial invoice and the Shipment Value specified in the final commercial invoice.

7.3.3 Notwithstanding Section 7.16, no interest shall be due on the difference between Seller’s provisional and final invoices.

Payment by documentary letter of credit

7.4 Where payment by documentary letter of credit is the agreed payment method, Buyer shall procure the issuance of a documentary letter of credit subject to UCP 600 in the form set out in Schedule B and in all respects acceptable to Seller, to be issued or confirmed (as the case may be and in accordance with the applicable Trade Confirmation) in the form set out in Schedule B by a first class international bank acceptable to Seller. The documentary letter of credit shall be a fully workable irrevocable documentary letter of credit, available at all times for negotiation at the counters of Seller’s nominated bank. The documentary letter of credit must be established and delivered by the date and valid for the period specified in the Trade Confirmation, or if no such date and validity period are specified, must be established and delivered at least ten (10) days prior to the Agreed Date Range and valid until at least twenty (20) days after the final Due Date for the Shipment.

7.5 All bank charges incurred in connection with the establishment of the documentary letter of credit, including without limitation, opening, amendment and correspondent charges, confirmation and all related banking fees, commissions, or expenses shall be for Buyer’s account.

7.6 If for any reason, the loading or discharge, as the case may be, of the performing Vessel will not take place within the period for such loading or discharge referred to in the documentary letter of credit, Buyer shall either obtain an extension of such period for loading or discharge or provide a new documentary letter of credit on terms acceptable to Seller.

7.7 The documentary letter of credit shall take effect in accordance with its terms (including any agreed amendment(s) thereto) but such terms shall not alter, add to or in any way affect the provisions of the Agreement unless Seller and Buyer expressly agree in writing that any term shall so alter, add to, or in any way affect, the provisions of the Agreement.

7.8 If the availability of relevant pricing information does not allow Seller’s commercial invoice in respect of the Shipment Value to be produced before the Due Date:

7.8.1 Seller may present for payment through the documentary letter of credit a provisional invoice based on Seller’s reasonable estimate of the Shipment Value with reference to the quantity certificates issued in accordance with the Agreement.

7.8.2 Seller shall issue a final commercial invoice as soon as possible and payment shall be made by telegraphic transfer to the receiving party’s designated bank account forthwith, and in no event later than five (5) Banking Days after the date of such final commercial invoice, for any difference between the sum paid against the provisional commercial invoice and the Shipment Value specified in the final commercial invoice.

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7.8.3 Notwithstanding Section 7.16, no interest shall be due on the difference between Seller’s provisional and final invoices.

Calculation of price per unit

7.9 The final price per unit shall be calculated to four (4) decimal places and the following arithmetic rules shall be applied to do this:

7.9.1 if the fifth (5th) decimal place is five (5) or greater than five (5) then the fourth (4

th) decimal

place shall be rounded up to the next digit; and

7.9.2 if the fifth (5th) decimal place is less than five (5) then the fourth (4

th) decimal place will be

unchanged.

No deductions/set-off

7.10 Payment of the full amount of all sums due under the Agreement shall be made without any discount, deduction, withholding, offset or counterclaim.

Payment Documents

7.11 Subject to Section 7.13, the Payment Documents to be presented by Seller shall be:

7.11.1 for all deliveries, Seller’s commercial invoice (any electronic form, including email, telex or fax copies shall be acceptable) or, where the provisions of Section 7.3 or 7.8 apply, a provisional invoice; and

7.11.2 a full set of clean bills of lading issued or endorsed to the order of Buyer. Such bills of ladingmay be signed by facsimile signature or any other mechanical or electronic method of authentication.

7.12 In case of cargoes loaded on a single vessel for deliveries on consecutive voyages where multiple bills of lading are issued and the Due Date relates to a bill of lading date, the Due Date shall be based on the latest issued bill of lading.

7.13 In the event that any of the Payment Documents are not available on the date of Seller’s presentation to Buyer, the Payment Documents shall comprise an original or fax copy of Seller’s commercial invoice and a letter of indemnity in the form set out in Schedule A. In the event that Aramco Trading is Buyer, Seller shall upon Aramco Trading’s request procure that the letter of indemnity is countersigned by a first class international bank acceptable to Aramco Trading.

7.14 Any discrepancy in the Payment Documents presented by Seller to Buyer shall be notified promptly to Seller.

Other sums due

7.15 The payment of any costs, expenses or charges other than the Shipment Value which arise under the Agreement and are undisputed by Buyer shall be made against presentation of Seller’s invoice and shall be for immediate settlement by Buyer on or by the date advised thereon.

Interest

7.16 Any amount not paid by either Seller or Buyer when due shall bear interest from the Due Date to the date of payment at a rate equal to one percent (1%) above LIBOR. The total interest due shall be calculated by multiplying that interest rate by the number of clear days between the Due Date and the date of payment and dividing by 360 days. Interest shall continue to

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accrue under this Section notwithstanding the termination of the Agreement for any cause whatsoever. The provisions of this Section shall not be construed as an indication of any willingness on the part of Seller to provide extended credit, and shall be without prejudice to any rights or remedies which Seller may have under the Agreement or otherwise.

7.17 Any expenses incurred by Seller, including but not limited to reasonable legal fees, court costs and collection agency fees, caused by delay or nonpayment by Buyer of the amount(s) due shall be for the account of Buyer and payable upon demand with supporting documentation.

Payment Security

7.18 Seller shall be entitled on giving Buyer notice of not less than two (2) Banking Days, to require and receive:

7.18.1 a standby letter of credit in accordance with the provisions of Section 7.19; or

7.18.2 payment of cash in advance, in accordance with the provisions of Section 7.26.

Standby letter of credit

7.19 Where under the Agreement, or by virtue of the provisions of Section 7.18 above, the Shipment Value is to be secured by a standby letter of credit, Buyer shall establish and deliver to Seller an irrevocable standby letter of credit in the form set out in Schedule C and in all respects acceptable to Seller, to be issued or confirmed (as the case may be and in accordance with the applicable Trade Confirmation) in the form set out in Schedule C by a first class international bank acceptable to Seller.

7.20 Where a standby letter of credit is required under the Trade Confirmation, it must be established and delivered at least ten (10) days prior to the first day of the Agreed Date Range. The standby letter of credit and any confirmation thereof must not expire sooner than twenty (20) days after the final Due Date for the Shipment to which the letter of credit applies.

7.21 All bank charges incurred in connection with the establishment of the standby letter of credit, including without limitation, opening, amendment and correspondent charges, confirmation and all related banking fees, commissions, or expenses shall be for Buyer’s account. In addition, Buyer shall bear all costs of demurrage and any other fees or charges arising from Buyer’s failure to provide a confirmed standby letter of credit acceptable to Seller by the date specified above.

7.22 The standby letter of credit shall take effect in accordance with its terms (including any agreed amendment(s) thereto) but such terms shall not alter, add to or in any way affect the provisions of the Agreement unless Seller and Buyer expressly agree in writing that any such term shall so alter, add to, or in any way affect, the provisions of the Agreement.

7.23 If for any reason the loading or discharge, as the case may be, of the Vessel will not take place within the period for such loading or discharge referred to in the standby letter of credit, Buyer shall either obtain an extension of such period for loading or discharge or provide a new standby letter of credit on terms acceptable to Seller.

Remedies

7.24 Notwithstanding anything to the contrary express or implied elsewhere in the Agreement and without prejudice to its other rights under this Agreement or otherwise, in the event of failure by Buyer to make payment in accordance with Sections 7.2 and 7.3, to procure the delivery of a documentary letter of credit at least ten (10) days prior to the Agreed Date Range in accordance with Sections 7.4 to 7.8, to provide cash in advance in accordance with Sections

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7.18.2 and 7.26, or to procure the delivery of a standby letter of credit at least ten (10) days prior to the Agreed Date Range in accordance with Sections 7.18 to 7.23, or as otherwise required under the Agreement, the Seller shall have the right to any or all of the following actions:

7.24.1 suspend delivery under the Agreement; or

7.24.2 cancel the parties’ obligations in relation to those Shipments that were to be covered by the payment of cash in advance or the requested standby letter of credit, in which case title to any such Shipments shall remain with the Seller/automatically revert to the Seller and the Seller may sell such Shipments to a third party.

7.25 Cancellation or suspension in accordance with Section 7.24 shall not affect the parties’ other remaining obligations under the Agreement.

7.26 Notwithstanding anything to the contrary express or implied elsewhere in the Agreement and without prejudice to its other rights under this Agreement or otherwise, in the event that Buyer fails to procure the delivery of a documentary letter of credit in accordance with Sections 7.4 to 7.8 or a standby letter of credit in accordance with Sections 7.19 to 7.23 by the earlier of the date specified in the Trade Confirmation (if any) or two (2) days prior to the Agreed Date Range, Seller may in its sole discretion immediately terminate the Agreement on notifying Buyer either orally (confirming such notice in writing) or by notice in writing.

Cash in advance

7.27 Where, under the Trade Confirmation or by virtue of the provisions of Section 7.18.2, the Shipment Value is to be paid by means of cash in advance, Buyer shall make payment based on Seller’s reasonable estimate of the Shipment Value based on the maximum quantity of the Shipment (that is, the upper limit of any operational or Shipment tolerance or option). Payment of cash in advance shall be made by the date specified in the Trade Confirmation or as specified in Seller’s notice pursuant to Section 7.18.2. Seller or Buyer as applicable shall account to the other forthwith, and in no event later than five (5) Banking Days after receipt by Buyer of Seller’s final commercial invoice, for any difference between the sum paid in advance and the Shipment Value specified in the final commercial invoice. Notwithstanding Section 7.16, no interest shall be due on the difference between the sum paid in advance and the actual Shipment Value.

8 TAXES

8.1 The price per unit stated in the Trade Confirmation shall be exclusive of excise duty, VAT and similar goods and services taxes.

8.2 Seller shall be responsible for any existing Taxes arising prior to Delivery in connection with the Product or its sale, delivery or export.

8.3 Buyer shall be responsible for any existing Taxes arising upon and/or after Delivery in connection with Product, its sale, delivery, import/export or use. Buyer shall indemnify Seller in respect of any cost, penalties or interest arising out of Buyer’s failure to pay or delay in paying any Tax for which Buyer is responsible under the terms of the Agreement.

8.4 Seller shall not be the importer of record. All Taxes that arise in respect of such customs and excise entry shall be for Buyer’s account.

8.5 Buyer must provide Seller with any such documentation that Seller reasonably considers to be necessary to satisfy any enquiry of any tax authority.

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9 FORCE MAJEURE

9.1 Subject to: (i) compliance with the notice provisions in Section 9.4; and

(ii) the extent provided in Section 9.5,

neither Seller nor Buyer shall be liable for a failure to perform any of its obligations under the Agreement insofar as that party demonstrates that the failure was due to an impediment beyond its control.

9.2 An impediment within Section 9.1 above shall include prevention of a party’s performance of its obligations hereunder resulting from events such as the following, this list not being exhaustive:

9.2.1 war, whether declared or not, civil war, riots and revolutions, acts of piracy, acts of sabotage;

9.2.2 natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightning;

9.2.3 explosions, fires, destruction of tankage, pipelines, refineries or terminals and any kind of installations;

9.2.4 boycotts, strikes, lock-outs, labour disputes of all kinds, go-slows, occupation of factories and premises;

9.2.5 any curtailment, reduction in, interference with, failure or cessation of, supplies of Product from any of Seller’s or Seller’s suppliers’ sources of supply or by any refusal to supply Product, whether lawful or otherwise by Seller’s suppliers (provided in fact the sources of supply were intended to be used to fulfil the Agreement) including a change in the product sales policies of the Kingdom of Saudi Arabia; and

9.2.6 any compliance with any executive or legislative act done by or on behalf of a government or local government, or any law, regulation or ordinance, or with any order, demand or request (including any obligation arising out of the exercise of a requirement to deliver Product of the quality deliverable hereunder by way of royalty-in-kind) of an international or national port, transportation, local or other authority or agency or of any body or person purporting to be or to act for such authority or agency or any corporation directly or indirectly controlled by any of them.

9.3 An impediment within Section 9.1 above shall not include events, including lack of funds, which merely make it more costly or difficult to make payment under the Agreement.

9.4 The party seeking relief (the “Relying Party”) shall as soon as possible after the impediment becomes known to it give notice in writing to the other party (the “Unaffected Party”) of such impediment and the effects, or the reasonably anticipated effects, on its ability to perform in as much detail as possible and the appropriate relief sought. The appropriate relief takes effect from the time the other party receives the notice. In the event of failure to give notice as soon as possible the Relying Party shall be liable to the other party for damages for loss but only to the extent that such loss could reasonably have been avoided had prompt notice been given.

9.5 The appropriate relief where force majeure has been declared shall be as follows:

9.5.1 the Unaffected Party shall have the right to immediately terminate the parties’ obligations in relation to the affected Shipment(s) only, without damages, penalties or other contractual sanctions and, where Seller is the Unaffected Party, shall be entitled to dispose freely of such undelivered Product at its sole discretion;

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9.5.2 in all other circumstances in which force majeure is validly declared (including where Seller decides not to exercise its rights under Section 9.5.1), the parties’ obligations in relation to the affected Shipment(s) only shall be postponed without liability for damages, penalties and other contractual sanctions for a period until midnight local time on the last date of the Agreed Date Range, or until such time as the impediment is removed, whichever is the earlier. The impediment shall not, however, operate to extend the term of the Agreement. Further, should the impediment continue beyond midnight local time on the last day of the Agreed Date Range, then it shall be deemed to terminate, without liability for damages, penalties and other contractual sanctions, the parties’ obligations in relation to the affected Shipment(s) only; and

9.5.3 the Relying Party, if Seller, shall not be obliged to purchase afloat or otherwise from other suppliers to make good a shortage or deficiency of delivery resulting from an impediment.

9.6 Nothing in this Section 9 shall be taken to limit or prevent the operation of the doctrine of frustration (including frustration of the adventure or the purpose of the Agreement).

10 HEALTH, SAFETY AND ENVIRONMENT

10.1 To the extent permissible by law, Seller shall not be responsible in any respect whatsoever for any loss, damage or injury resulting from any hazards inherent in the nature of the Product delivered hereunder.

10.2 Buyer acknowledges that there may be hazards associated with the handling, loading,

unloading, transportation or use of the Product, which may require that warnings be

communicated to or other precautionary action taken with regard to all persons handling or

otherwise coming into contact with the Product.

10.3 REACH

10.3.1 Sections 10.3.2 and 10.3.3 below shall apply where either the Loading Port or Discharge Port is located within the EEA.

10.3.2 Seller and Buyer each agree and undertake to the other that they will comply with those obligations under REACH which are applicable to the sale of the Product under the Agreement and its physical introduction into the EEA.

10.3.3 Subject to Section 10.3.4 below, Seller may provide the current MSDS (if any), which may include the following information (“Substance Identifier”) to Buyer for each chemical substance contained in or comprising the Product at the relevant time:

(a) a Chemical Abstracts Service (“CAS”) registry number and/or the European Commission (“EC”) number, which includes European Inventory of Existing Chemical Substances (“EINECS”), European List of Notified Chemical Substances (“ELINCS”), “no longer polymers” list (“NLP”) or any other appropriate identifier number as defined by REACH; or

(b) if Seller is unable to provide Buyer with any of the information described in Section 10.3.3(a), then Seller shall provide Buyer with the information necessary for Buyer to ascertain the CAS or EC number.

Seller shall provide the MSDS (if any) to Buyer at the time of loading.

10.3.4 Where Seller is not an Importer nor an EEA Manufacturer (as defined by REACH), and is not subject to obligations under REACH in respect of the Product sold under the Agreement, the following shall apply:

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(a) in providing Buyer with an MSDS (if any), regardless of the source of the Product, Seller provides no warranty or representation as to the accuracy or completeness of such MSDS (if any), and

(b) notwithstanding any other provision to the contrary in the Agreement, Seller accepts no liability, including but not limited to, for loss, damage, delay or expense incurred by Buyer for whatever reason arising from its reliance on the accuracy of the MSDS provided (if any) and/or the existence of a valid (pre) registration of the Product to be imported into the EEA.

10.4 Material Safety Data Sheets

10.4.1 Buyer shall provide its employees, agents, contractors, customers and other persons to whom it supplies the Product delivered hereunder and all persons responsible for the management of health, safety and environmental matters within its organisation with either:

10.4.1.1 a copy of a current MSDS (if any) and any other information relating to health, safety and environmental matters in connection with the Product Delivered hereunder; or

10.4.1.2 other comparable information relating to health, safety and environmental matters (if any) in connection with the Product Delivered hereunder where performance of the obligations under the Trade Confirmation takes place outside the EEA (“Other Information”) provided that in all cases Buyer shall provide to such persons copies of any and all information related to health, safety and environmental matters provided to it by Seller.

10.4.2 Buyer shall be responsible for any consequences or liability, including but not limited to loss, damage or injury that result from the use of MSDS (if any) or Other Information.

10.5 Buyer shall provide its employees with appropriate information and training, as required under any relevant law, statute, regulation, directive or guideline, to enable them to handle and use the Product Delivered hereunder in a manner which does not endanger their health and safety or the environment.

11 CONFIDENTIALITY

11.1 The parties undertake to treat the contents of the Agreement as strictly confidential and shall not disclose those contents except with the previous consent of the other party and except as otherwise required to implement the Agreement.

11.2 Notwithstanding the provisions of Section ‎11.1 above, a party (the “Disclosing Party”) may disclose details of the Agreement without the other party’s prior written consent if:

11.2.1 such disclosure is required by law or by any securities exchange or regulatory or governmental body or fiscal authority having jurisdiction over it, wherever situated, and whether or not the requirement has the force of law; or

11.2.2 the confidential information is or was already in the public domain other than through the fault or action of the Disclosing Party; or

11.2.3 such disclosure is to an Affiliate or in connection with any dispute, legal or arbitration proceedings, and in which case provided that the Disclosing Party shall cause all parties in receipt of such information to be bound by the same obligations of confidentiality as are contained in the Agreement.

12 LIMITATION OF LIABILITIES

12.1 In no event, including but not limited to any negligent act or omission on its part, shall either party be liable in contract, tort, breach of statutory duty or otherwise, for any of the following:

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12.1.1 incidental, consequential, indirect or special damages or losses suffered by the other party; or

12.1.2 loss of anticipated profits, plant shut-down or reduced production, loss of power generation, blackouts or electrical shut-down or reduction, goodwill, use, market reputation, business receipts or contracts or commercial opportunities,

in each case, whether or not foreseeable and whether or not such a claim arises out of or in connection with the Agreement.

13 TERMINATION OR SUSPENSION

13.1 Notwithstanding anything to the contrary express or implied elsewhere in the Agreement and without prejudice to its other rights:

13.1.1 either party may in its sole discretion either immediately terminate the Agreement or suspend delivery under the Agreement until further notice on notifying the other party either orally (confirming such notification in writing) or by notice in writing:

13.1.1.1 if a liquidator (other than for the purpose of amalgamation, consolidation or merger), administrator, trustee in bankruptcy, receiver or receiver and manager is appointed in respect of the assets and/or undertaking of the other party, or the other party enters into an arrangement or composition with, or seeks protection from its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if the party in question has reason to anticipate any such occurrence, appointment, arrangement or composition; or

13.1.1.2 in the event that the other party fails to Deliver or take Delivery of a Shipment as contemplated in Section 6.6; or

13.1.1.3 in accordance with Section 7.26 or 19.5; or

13.1.1.4 in the event that the other party otherwise materially breaches the terms of the Agreement, and

13.1.2 Seller may in its sole discretion either immediately terminate the Agreement or suspend delivery under the Agreement until further notice on notifying Buyer either orally (confirming such notification in writing) or by notice in writing:

13.1.3 in the event that Buyer fails to make payment on time in accordance with the terms of the Agreement or a Trade Confirmation; or

13.1.4 in accordance with Section 7.26; or

13.1.5 in the event that Buyer fails to provide Payment Security as required in accordance with Section 7.18, or as otherwise required under the Agreement or a Trade Confirmation.

14 ASSIGNMENT

14.1 Neither party shall assign its rights and obligations under the Agreement, in whole or in part, without the prior written consent of the other party, not to be unreasonably withheld. If such written consent is given, the assigning party shall remain jointly and severally liable with the assignee for the full performance of its obligations under the Agreement.

15 AMENDMENT OF AGREEMENT

15.1 The Agreement may only be modified, amended, varied, extended, or otherwise changed in any way by the written agreement of the parties.

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16 NOTICES

16.1 All notices and other communications by either party to the other (except for notices of readiness) shall be given in writing to the contacts and addresses (postal, facsimile or email) provided in the Trade Confirmation or otherwise communicated by the other party and shall be effective when deemed received by courier, facsimile or email (save for notices of assignment, termination and legal or arbitration proceedings, which must be sent by courier or facsimile transmission) by the other party or by the person designated to act and/or receive notice on behalf of such other party.

16.2 Any such communication shall be deemed to have been received as follows:

16.2.1 in the case of a communication by facsimile transmission where an answerback is provided, if the recipient’s answerback is received on a Business Day in the sender’s location before 17:00 hours, then on that day; in any other case, on the Business Day in the sender’s location after the day on which the recipient’s answerback is received;

16.2.2 in the case of a communication by courier, if delivered on a Business Day in the recipient’s location before 17:00 hours, then on that day; in any other case it will be treated as being received on the next Business Day in the recipient’s location; and

16.2.3 in the case of a communication by e-mail, if sent on a Business Day in the sender’s location before 17:00 hours, then on that day; in any other case, on the Business Day in the sender’s location after the date it was sent. Notwithstanding the foregoing, e-mail messages are only valid if actually received and the sender bears the risk of a failure in transmission.

16.3 All notices and communications shall only be deemed to be received where they have been sent to a contact and address specified in the Trade Confirmation or otherwise notified to the sending party. Any alterations to the contacts or addresses specified in the Trade Confirmation shall be notified immediately by letter or facsimile to the other party.

16.4 Notices may not be given by instant messaging.

17 EDOCS

17.1 Where it is specified in the Trade Confirmation that any bill of lading, waybill, delivery order, certificate, receipt or other document issued pursuant to, or in connection with, the Agreement may be issued, signed and transmitted electronically (each, an “eDoc”) then it is hereby expressly agreed that any applicable requirement of law, contract, custom or practice that any transaction, document or communication shall be made or evidenced in writing, signed or sealed shall be satisfied by an eDoc and the parties hereto agree not to contend in any dispute arising out of or in connection with any eDoc or any eDoc which is converted to paper that it is not in writing or that it is not equivalent to an original paper document signed by hand, or, as the case may be, sealed.

18 DESTINATION

18.1 It is a condition of the Agreement that the Product Delivered under the Agreement shall not by Buyer or others directly or indirectly and irrespective of means:

18.1.1 be exported to any Restricted Jurisdiction; or

18.1.2 be sold or supplied to any natural or legal person in any Restricted Jurisdiction; or

18.1.3 be sold or supplied to any natural or legal person for the purposes of any commercial activity carried out in or from any such Restricted Jurisdiction.

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18.2 For the purposes of this Section 18, “Restricted Jurisdiction” shall mean any country, state, territory or region or destination which is at the relevant time either prohibited under the laws of the country in which such Product was produced or contrary to any regulation, rule, directive or guideline applied by the government of that country or any relevant agency thereof.

18.3 Buyer shall inform Seller of the final destination(s) of the Product and provide Seller with all appropriate documentation for the purposes of verifying the final destination of any delivery hereunder within sixty (60) days of the date of completion of discharge of the Shipment (or within such lesser period as will enable Seller or its supplier to comply with any requirement or request of any relevant government or authority). The obligations of Buyer to comply with the requirements of this Section shall not be affected by any sale or disposal of the Product in question by Buyer.

18.4 Buyer warrants and undertakes to Seller that the final destination(s) are those (if any) specified in the Trade Confirmation or such other destination for which Buyer has obtained Seller’s consent. Where the destination is relevant to the Shipment Value and Buyer wishes to change a previously agreed destination, Buyer must notify Seller immediately and such change shall only be permitted where the parties agree to amend the Agreement accordingly. In the event of a dispute between the parties as to the identity of the actual port(s) of final destination for all or any part of the Product, voyage record data published by Lloyd’s shall be deemed conclusive.

18.5 In the event of any failure by Buyer to comply with this Section 18 or if Seller has reasonable grounds for believing that such undertakings will not be complied with Seller may (without prejudice to its other rights under this Agreement or otherwise) immediately terminate the Agreement or suspend delivery under the Agreement or decline to commence or complete loading hereunder upon written or oral notice to Buyer, without being liable for any indemnity to Buyer. Moreover, Buyer shall indemnify and hold Seller harmless in respect of all costs, expenses, fines, and losses incurred by Seller and against all demands made by any party, as a consequence of breach of this Section ‎18.

18.6 Notwithstanding anything to the contrary herein, nothing in the Agreement is intended, and nothing herein should be interpreted or construed, to induce or require either party hereto to act or refrain from acting (or agreeing to act or refrain) in any manner which is inconsistent with, penalized or prohibited under:

18.6.1 any laws, regulations, decision, decrees or instructions of the Government of the Kingdom of Saudi Arabia; or

18.6.2 any such other official government rules or requirements applicable to either party which relate to foreign trade controls, export controls, embargoes, international boycotts or sanctions of any type.

19 FACILITATION PAYMENTS AND ANTI-CORRUPTION

19.1 Buyer and Seller each represent, warrant and undertake to the other that neither they, nor any of their directors, officers, employees, contractors, sub-contractors or agents (each a “Representative”) shall, except as has been lawfully agreed, directly or indirectly pay, offer, give or promise to pay or authorise the payment of, any significant monies, commission, fee, rebate, gift, entertainment or other things of significant value to:

19.1.1 a government official or an officer or employee of any government or any department, agency or instrumentality of any government;

19.1.2 an officer or employee of a public international organisation;

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19.1.3 any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organisation;

19.1.4 any political party or official thereof, or any candidate for political office; or

19.1.5 any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities.

19.2 In particular, the parties each represent and warrant to each other that they have not, save as was pursuant to a lawful requirement, made any significant payments or given anything of significant value to officials, officers or employees of the government of the country in which the Product originated or any agency, department or instrumentality of such government in connection with the Product which is the subject of the Agreement.

19.3 Buyer warrants that it has not made or given, and shall not make or give, directly or indirectly, any payment or anything of significant value to any Representative of Seller, its predecessor or any other person or entity, to secure or influence the award of the Agreement or its terms, performance, administration, extension or termination. The failure of Buyer to meet any of these warranties shall be considered a material, substantial breach of the Agreement which shall entitle Seller to terminate the Agreement.

19.4 No Representative of either party shall enter into any business or financial arrangement with any Representative of the other party except to the extent such Representatives are acting in their capacities as Representatives of the parties hereto.

19.5 Either party may terminate the Agreement forthwith upon written notice to the other party if in its reasonable judgment, supported by credible evidence, the other party is in breach of Sections 19.1, 19.2, 19.3 or 19.4 above.

20 GOVERNING LAW

20.1 The laws of England shall govern the construction, validity and performance of the Agreement (including any non-contractual obligations arising in connection with the Agreement) to the exclusion of any other law which may be imputed in accordance with choice of law rules applicable in any jurisdiction.

20.2 The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11 April 1980, shall not apply to the Agreement.

21 DISPUTE RESOLUTION

21.1 Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, breach or termination (a “Dispute”) shall, unless dealt with in accordance with Sections 21.4 or ‎21.5 below, be referred to and resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated into the Agreement by reference.

21.2 The number of arbitrators shall be three (3), one to be appointed by each party and the third to be a barrister or solicitor currently or formerly practicing in England or Wales and experienced in commercial disputes appointed by the Court of the LCIA.

21.3 The place of the arbitration shall be London. The language of the arbitration shall be English.

21.4 Notwithstanding Sections ‎21.1- ‎21.3 above, either party shall have the right by giving written notice of election to the other party, to elect to refer the Dispute to the High Court in London. In the event of a party serving a written notice of arbitration, the other party shall have 14 days from receipt of that notice within which to give written notice of election to submit a Dispute to the High Court in London. If a party elects to submit a Dispute to the High Court

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in London, each party shall appoint an English solicitor to accept service of proceedings relating to the Dispute within fourteen days of a written request from the other side to do so.

21.5 Notwithstanding Sections ‎21.1 – ‎21.4 above, the parties agree that where the amount in dispute between them is US$50,000 or less (excluding interest and costs) then the Dispute shall be referred to a sole arbitrator and the arbitration shall be conducted in accordance with the London Maritime Arbitrators’ Association Small Claims Procedure current at the time when the claiming party commences arbitration proceedings. The place of arbitration shall be London and the language of the arbitration shall be English.

21.6 Either party to an arbitration in accordance with the LCIA Rules shall be entitled to appeal to the High Court, London on any question of law arising out of or determined in an award published pursuant to an arbitration commenced in accordance with Section ‎21.1.

21.7 Each party hereby waives, to the fullest extent permitted by the applicable law, any objection to the jurisdiction of any venue or tribunal that is competent pursuant to the terms of the Agreement, or any claim of inconvenient forum of such venue or tribunal.

22 MISCELLANEOUS

22.1 Severability. If any provision of the Agreement is held to be invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction or either party’s compliance with any ruling or resolution of the Government of the Kingdom of Saudi Arabia, the United Nations or the European Union has a like effect, the remainder of the Agreement shall nevertheless remain in full force and effect.

22.2 Waiver. The waiver of strict compliance with or performance of any of the terms of the Agreement or of any breach thereof shall not be held or deemed to be a waiver of any continuing or subsequent failure to comply strictly with or perform the same or any other term or condition of the Agreement or of any breach thereof, except to the extent expressly stated in writing by the party which would otherwise be bound.

22.3 Survivability. If for any reason the Agreement shall be terminated then such termination shall be without prejudice to any rights, obligations or liabilities of either party which have accrued at the date of termination but have not been performed or discharged, and any parts of the Agreement having any relevance thereto or any bearing thereon shall, notwithstanding the termination of the Agreement for any reason, continue in force and effect.

22.4 Consents, etc. Each party shall be responsible for obtaining all consents, authorisations, approvals and assurances of whatever nature necessary to enable it to comply with its obligations under the Agreement.

22.5 Recording, Retention and Monitoring of Communications. Each party hereby acknowledges to the other party and consents that such other party may from time to time and without further notice and to the extent permitted by law:

22.5.1 record and retain electronic transmissions (including telephone conversations, e-mail and instant messaging between the parties’ respective representatives in connection with the Agreement or other commercial matters between the parties) on central and local databases for their respective legitimate business purposes; and

22.5.2 monitor electronic transmissions through their internal and external networks for purposes of security and compliance with applicable laws, regulations and internal policies for their legitimate business purposes.

22.6 Third party rights. A person, company or other legal entity who is not a party to the Agreement shall not have or acquire, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, any rights in relation to the Agreement.

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22.7 Trade marks. Nothing in the Agreement whether express or implied shall be deemed to confer any right upon either party to apply any trade mark owned by the other party or any of its Affiliates to any Product supplied under the Agreement nor to use such trade marks in relation to such Product.

22.8 Setoff. In the event of a termination of this Agreement, a party (X) may deduct from amounts which are payable to the other party (Y) under this Agreement any amounts which are payable to X by Y under this or any other agreement between the parties.

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PART II: FOB DELIVERIES

23 DELIVERY, TITLE AND RISK OF LOSS

23.1 In this Part II, “Delivery Point” shall mean the point at which the Product passes the outer edge of the flange of the Product loading line at the connection with the flange of the receiving line of Buyer’s Vessel at the Loading Port.

23.2 Delivery of the Product shall be FOB Vessel(s) to be supplied or procured by Buyer at the Delivery Point in accordance with the terms set out in this Part II. Buyer shall arrange carriage.

23.3 Title to and all risk of loss or damage to the Product sold hereunder shall pass ratably from Seller to Buyer at the Delivery Point. Any loss occurring at and after the Delivery Point shall be Buyer's responsibility and the amount lost shall be deemed to have been Delivered to Buyer. Buyer shall be liable for any loss of or damage to any property of Seller, Seller’s supplier or the Loading Port terminal operator, and the consequences of pollution including to the environment before, during or after loading caused through the fault of the Vessel or Buyer.

23.4 Seller warrants to Buyer that the Product Delivered hereunder shall be free from any charge or encumbrance not known to Buyer before the relevant Trade Confirmation was entered into.

24 QUANTITY AND QUALITY

24.1 Unless otherwise stated in the Trade Confirmation, the quantity and quality of Product Delivered shall be determined by an independent inspector nominated by the Seller in accordance with standard practice at the Loading Port. The cost of such measurement shall be borne by the Seller.

24.2 Seller or Seller’s representative shall prepare a certificate recording the quantity and quality of the Product, as ascertained in accordance with Section 24.1. The quantity and quality of Product recorded in that certificate shall be final and binding on the parties for all purposes save for fraud or manifest error.

24.3 Buyer shall have the right to appoint (at its own expense) an independent inspector to witness jointly with Seller, and prior to and/or after Delivery, the quantity measurements, sampling and quality testing of the Product loaded onto the Vessel provided it is reasonably practicable to do so. Seller shall not be obliged to arrange for accommodation and/or any government passes required for Buyer’s appointed independent inspector to enter the Loading Port.

25 PRODUCT SAMPLING, RETENTION AND TESTING OF THE RETAINED SAMPLE

25.1 Seller shall (at its own expense) take samples of the Product loaded onto the Vessel and shall retain such samples, or ensure that such samples are retained, in a suitable storage facility.

25.2 Samples shall be sealed, one to be available for Buyer, and one to be retained by Seller or Seller’s representative for a period of seventy five (75) days from the Date of Delivery.

26 VESSEL NOMINATION

26.1 Each Vessel shall be nominated in writing by Buyer to Seller. Each Vessel shall be clean and capable of taking on board the Product without any contamination to the Product and shall have holds which are clean and fit to receive the Product. Seller may require Buyer, in Seller’s sole discretion, to provide evidence, to the satisfaction of the Seller, that the Vessel is clean and fit to receive Product. Buyer’s nomination shall state the following:

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26.1.1 name, summer deadweight, laden draft and length, date built and flag of Vessel to be loaded;

26.1.2 Vessel's agents at the Loading Port;

26.1.3 ETA at the Loading Port;

26.1.4 destination(s) of Product;

26.1.5 full instructions regarding whether loading is to be on top;

26.1.6 details of cargo to be loaded, any cargo on board or to be laden on board if loading a part cargo;

26.1.7 full written instructions regarding the particulars and destination of the cargo to be inserted on the bills of lading and such other customary Loading Port documentation which may be required by Buyer; and

26.1.8 such information as may be required by the Loading Port operator from time to time.

26.2 Vessel nominations shall be in accordance with, and Vessels so nominated shall comply with, Loading Port regulations, including any restrictions as to maximum draft, length, deadweight, displacement, age, flag and the like, the procedures relevant to health, safety and Vessel operations and applicable governmental, local and port authority regulations and any other applicable requirements in force at the Loading Port. Upon request from Buyer, Seller shall provide all information as to restrictions at and requirements of the Loading Port as is readily available to it. However, notwithstanding the foregoing, Buyer shall be deemed to be fully familiar with such requirements and shall nominate a Vessel that can comply with such requirements. Buyer warrants that the Vessel will be suitable for carriage of the Product. Buyer warrants that such Vessel can safely be loaded with Product within the capabilities of the Loading Port subject to the indicated variations of the Loading Port's tidal conditions.

26.3 Seller and Buyer shall comply with, and Buyer shall procure that the Vessel shall comply with, the International Ship and Port Facility Security Code and relevant amendments to Chapter XI of the International Convention for the Safety of Life at Sea, 1974 (SOLAS) (“ISPS Code”). Notwithstanding any prior acceptance of the Vessel by Seller, if at any time prior to passing of risk and title the Vessel ceases to comply with the requirements of the ISPS code:

26.3.1 Seller shall have the right not to berth such nominated Vessel and any demurrage resulting shall not be borne by Seller.

26.3.2 Buyer shall be obliged to substitute such nominated Vessel with a Vessel complying with the requirements of the ISPS Code.

26.4 Any costs or expenses in respect of the Vessel including demurrage or any additional charge, fee or duty levied on the Vessel at the Loading Port and actually incurred by Buyer resulting directly from the failure of the Loading Port/installation to comply with the ISPS code shall be borne by Seller.

27 VESSEL ACCEPTANCE

27.1 Buyer’s Vessel nomination shall not be effective unless it is received by Seller not later than ten (10) days prior to the first day of the Agreed Date Range. Notwithstanding the foregoing, if the nomination is received by Seller after such 10th day and is accepted by Seller, it shall be effective. In the event that the Agreement is entered into ten (10) days or fewer prior to the first day of the Agreed Date Range then the nomination must be received by Seller no fewer than three (3) days prior to the first day of the Agreed Date Range.

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27.2 Any Vessel nomination must be approved by Seller and Seller’s internal ship vetting system. Seller shall give notice accepting or rejecting a Vessel nomination within two (2) of Seller’s Business Days following receipt of the nomination. Seller shall have the right to reject any nomination on any reasonable ground. If Seller has previously accepted a Vessel nomination, Seller nevertheless has the right to reject the Vessel if such Vessel has been involved in a casualty or more recent information regarding such Vessel becomes available to Seller which indicates that the information relied on by Seller in previously accepting the Vessel was materially incorrect or incomplete.

27.3 If Seller chooses to accept a late nomination or a nomination not in accordance with Section 26.1 above, Buyer shall be liable for all costs resulting from any delays in loading the Product. Any such delays shall not count as used Laytime for loading or if the Vessel is on demurrage, as demurrage.

28 VESSEL SUBSTITUTION

28.1 Buyer shall be entitled to substitute another Vessel of similar size and acceptable to Seller for any Vessel nominated pursuant to Section 26, provided that:

28.1.1 Buyer gives a written notice to Seller as soon as practicably possible but in any event not later than the ETA of the substitute Vessel or the ETA of the Vessel originally nominated, whichever is the earlier;

28.1.2 the quantity to be loaded on the substitute Vessel shall not, without the prior written consent of Seller, differ by more than five (5) per cent from the quantity specified in the nomination;

28.1.3 the Agreed Date Range which would have applied in respect of the Vessel originally nominated shall apply to the substitute Vessel; and

28.1.4 Sections 26 and 27.1 shall apply to the nomination of a substitute save that the time period within which a substitute must be nominated is no later than five (5) rather than ten (10) days prior to the first day of the Agreed Date Range.

29 VESSEL ARRIVAL

29.1 Buyer undertakes to advise Seller of any updates to the ETA as soon as received from the Vessel’s owner or agent.

29.2 Where an Agreed Date Range is specified in the Trade Confirmation, this shall be the day or range of days within which Buyer’s nominated Vessel must tender a Valid NOR at the Loading Port and loading shall commence, notwithstanding that loading would then be effected or completed outside the Agreed Date Range or outside any other period specified in the Trade Confirmation. Buyer’s exclusive remedy for any delay in loading after the expiry of allowed laytime shall be demurrage in accordance with Section 37.

29.3 Buyer shall procure that the Vessel’s owner, master, or his representative gives the Loading Port and Seller notices of the Vessel’s ETA, one hundred and twenty (120) hours, seventy-two (72) hours, forty-eight (48) hours and twenty-four (24) hours prior to the Vessel’s ETA at the Loading Port and otherwise in accordance with the standard reporting procedure applicable from time to time at the Loading Port.

29.4 If the Vessel arrives in advance of the first day of the Agreed Date Range and if port conditions and the stock position of Seller permit earlier acceptance, Seller may in its sole discretion, upon the request of Buyer or with Buyer’s agreement, accept such Vessel for early berthing.

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29.5 If the Vessel arrives later than the last day of the Agreed Date Range, then the Seller may accept such Vessel for berthing, without prejudice to Seller’s rights to claim damages under the Agreement.

29.6 If the actual characteristics of the Vessel vary from those contained in the Vessel nomination as accepted or as otherwise agreed between the parties, Seller shall have the option of:

29.6.1 refusing the Vessel; or

29.6.2 loading the Vessel and charging any additional costs because of such variance to Buyer and any time lost in consequence shall not count as used Laytime or demurrage.

30 LOADING

30.1 The Vessel shall be subject to all rules and regulations applying at the Loading Port regarding arrival, mooring, loading and unberthing.

30.2 As between Buyer and Seller, all dues and other charges on the Vessel, including charges for exceptional marine assistance, customs overtime and taxes on freight at the Loading Port, consular fees, notary public fees and/or chamber of commerce fees shall be borne by Buyer. However, any other fees imposed at the Loading Port shall also be borne by Buyer. The Vessel shall be free of wharfage, dockage and quay dues at loading Berths.

30.3 Before commencing the loading of any Vessel, Buyer shall procure that Seller shall have the right to inspect such Vessel and/or its tanks to determine whether the Vessel complies with Loading Port and any applicable local or government regulations.

30.3.1 If in the Loading Port operator’s or Seller’s opinion a Vessel is not equipped or its ballast condition is not such that it can be safely moored, loaded and unmoored, the Vessel shall not be loaded.

30.3.2 Seller shall have the right at its reasonable discretion to reject such Vessel if it determines that there is a safety and/or pollution risk in loading such Vessel.

30.4 In the event that the Vessel arrives at the Loading Port with a part cargo consisting of the same or different product, and Product is loaded on top thereof, Seller shall not be responsible for contamination or other damage either to such part cargo or to the Product delivered under the Agreement resulting from any commingling thereof. In the event that Buyer or the Vessel commingles Product delivered under the Agreement, Seller shall not be responsible for contamination or other damage to such Product resulting from such commingling.

30.5 Subject to compliance by Buyer’s nominated Vessel with all other requirements of the Loading Port at the time in question, Seller shall provide or cause to be provided (subject to the provisions of Section 8 and Section 30.2) to Buyer a Berth to be indicated by Seller or its representative at which the Vessel can when fully laden safely reach and leave and where it can lie and discharge always safely afloat. Seller shall have the right to shift or require a Vessel to shift at the Loading Port from one safe Berth to another safe Berth and shall not charge the Vessel with expenses incurred in shifting the Vessel unless caused by reason of Buyer’s fault. Time used on account of such shifting shall count as used Laytime.

30.6 If Seller requires Buyer’s Vessel to be loaded by means of a ship-to-ship transfer, such arrangements shall be subject to Buyer’s vetting procedures. Any ship-to-ship transfers or lightering operations shall be carried out in accordance with the procedures set out in the ICS/OCIMF Ship-to-Ship transfer guides.

30.7 Except in relation to any ship-to-ship transfer carried out at the request and for the purposes of Seller, any ship-to-ship transfer operation shall only be carried out with Seller’s express consent and outside Port limits and at Buyer’s sole risk.

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30.8 Buyer's Vessel shall vacate the Berth as soon as loading is completed unless the Vessel’s departure is delayed awaiting production of the Loading Port documents or for other reasons attributable to Seller or the Loading Port operator. Any loss or damages (other than indirect or consequential losses or damages) incurred by Seller or any person as a result of the Vessel's failure to vacate the Berth promptly, including such loss as may be incurred due to delay in the docking of the next vessel waiting to load at such Berth shall be paid by Buyer to Seller and the period of such delay shall not count as used Laytime or demurrage.

31 COMBINED LOADING

31.1 Seller may agree to accept, from time to time, Vessels for combined loading of product from other producers as well as the Product sold by Seller in which case the following terms shall apply:

31.1.1 The loading terms at paragraphs 32 to 39 below, where not in conflict with this paragraph 31, apply to the combined loading of the Vessel.

31.1.2 A Vessel receiving more than one part cargo shall complete each part cargo before commencing loading of the next.

31.1.3 Time shall only count as used Laytime or demurrage in respect of Product to be loaded with product from other producers:

31.1.3.1 whilst waiting to berth at a Berth at which Product is to be loaded;

31.1.3.2 during loading of Product;

31.1.3.3 during shifting between Berths to load Product; and/or

31.1.3.4 during periods of delay for which the Seller is responsible under the Agreement.

31.1.4 In the case of loading more than one cargo, save where such cargo is a different grade loaded by the Sellers and sold to the Buyer, the Laytime allowed in Section 35 shall be pro rated for each part cargo in proportion to the quantity loaded and the time by which the loading of each cargo exceeds the Laytime so pro rated shall count as demurrage at the rate provided for in Section 38.

31.1.5 In the event that such waiting time relates to the loading of the Product. Seller shall not be liable for waiting or loading time or delay relating to loading of any other product.

31.1.6 Determination of the quantity of each part cargo shall be determined by shore tank gauging.

31.1.7 In the event that a particular part cargo other than the Product is directly responsible for the Vessel not qualifying to berth, all time lost before berthing as a result of the delay will be borne by Buyer.

32 TENDER OF NOTICE OF READINESS (NOR)

32.1 Valid NOR for the Vessel shall be tendered, Berth or no Berth, no earlier than the arrival time at customary anchorage.

32.2 Valid NOR shall be tendered in writing in accordance with the procedure at the Loading Port.

33 LAYTIME COMMENCEMENT

33.1 The commencement of Laytime shall be determined as follows:

33.1.1 Prior to the first day of the Agreed Date Range:

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If the Vessel's Valid NOR is tendered prior to 00:01 hours local time on the first day of the Agreed Date Range, Laytime shall commence at 06:00 hours local time on the first day of the Agreed Date Range or whenever the Vessel is "all fast" in Berth, whichever occurs first.

33.1.2 During the Agreed Date Range:

If the Vessel's Valid NOR is tendered between 00:01 and 24:00 hours local time during the Agreed Date Range, Laytime shall commence six (6) hours after such NOR is tendered or whenever the Vessel is "all fast" in Berth, whichever occurs first.

33.1.3 After the last day of the Agreed Date Range:

If a valid NOR is tendered after 24:00 hours local time on last day of the Agreed Date Range or for reasons not due to the fault of Seller the Vessel is not ready to load prior to such time, and is accepted by Seller, Laytime shall commence when the Vessel is “all fast” in Berth.

33.1.4 For a Vessel accepted on a best endeavours basis, Laytime shall commence when the Vessel gives notice that it is “all fast” in Berth.

34 COMPLETION OF USED LAYTIME

34.1 Loading shall be deemed completed and time shall cease to run upon disconnection of loading hoses. However, time shall recommence two (2) hours after disconnection of hoses if the Vessel is delayed in its departure solely due to Seller’s or Seller’s supplier’s purposes and shall continue until the termination of such delay.

35 LAYTIME ALLOWANCES

35.1 The time allowed to Seller as Laytime for the loading of the quantity of the Product deliverable hereunder shall be:

35.1.1 in the case of loading a full cargo:

35.1.1.1 such laytime for loading as is specified in the charter party; or

35.1.1.2 where the laytime specified is inclusive of loading and discharging, 50 per cent of that laytime; or

35.1.1.3 where no time is specified in the charter party:

35.1.1.3.1 in the case of vessels of 15,000 tons summer deadweight or less, twenty-four (24) running hours; or

35.1.1.3.2 in all other cases, thirty-six (36) running hours;

all days and holidays included unless loading on the day or holiday in question is prohibited by law or regulation at the Loading Port.

35.2 If Buyer fails to give any notice of ETA at least twenty-four (24) hours in advance of arrival of any Vessel, in accordance with Section 29.3, and Seller elects to load the Vessel, the Laytime allowed to Seller shall be extended by a period equal to the difference between twenty-four (24) hours and the number of hours prior to arrival of such Vessel which elapsed before notice of ETA was received by Seller.

35.3 If the Vessel is unable to load at the terminal’s requested rate, the difference between the actual time used for loading and the time that would have been used, calculated by dividing the loaded quantity by the terminal’s requested loading rate plus 1 hour shall not count as used Laytime or demurrage.

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35.4 The following shall apply to the loading of two (2) or more Product grades:

35.4.1 If a Vessel is required to load two (2) or more Product grades and the Loading Port facilities and availability of Product permit these grades to be loaded concurrently, only the time required for the loading of the Product grade with the largest quantity shall count against allowed Laytime.

35.4.2 In the event that the Vessel is capable of loading two (2) or more grades concurrently but Loading Port facilities do not permit concurrent loading, the total time taken for loading subject to any applicable deduction(s) shall count against allowed Laytime.

36 USED LAYTIME DEDUCTIONS

36.1 Time consumed consequent on any of the following causes shall not count as used Laytime or demurrage (whether or not the Vessel is already on demurrage):

36.1.1 if, after Valid NOR is tendered and accepted, a Vessel is delayed getting into berth or the commencement of loading is delayed for any reason not attributable to Seller;

36.1.2 where Seller is neither the terminal operator nor in control of any of the terminal operations, the inward passage, including time spent awaiting tugs, pilots until the Vessel is securely moored at the Berth;

36.1.3 awaiting daylight, ship lining up, free pratique, customs clearance, immigration or administrative requirements or reasons of similar nature beyond Seller’s control;

36.1.4 preparing for and handling or shifting of ballast, bilges, slops or other substances or bunkering unless carried out concurrently with normal cargo operations;

36.1.5 inspection of Vessel's tanks for suitability to receive Product, cleaning of Vessel tanks, and any other delays caused by the Vessel or due to the Vessel's deficiency or non-compliance with safety and/or Loading Port regulations;

36.1.6 time for connecting and disconnecting the cargo loading hose(s) or arm(s) in excess of one (1) hour (if this operation is performed by the Vessel’s crew);

36.1.7 Port closures when the Vessel is not at Berth and/or loading shutdowns due to weather while the Vessel is at Berth, and vacating the Berth or any other delays caused by instructions of the Loading Port. If Vessel is ordered off the Berth, then used Laytime shall re-commence upon the start of loading on its return to Berth;

36.1.8 Force Majeure as defined in Section 9 of Part I;

36.1.9 one-half of any delay time caused by fire, explosion, strike, lockout, stoppage, restraint of labor in or about the Loading Port or the plant of Seller and/or breakdown of producing/loading machinery or equipment, which is not otherwise declared to be Force Majeure;

36.1.10 industrial disturbance and/or closure of the Loading Port by or on behalf of the government;

36.1.11 time lost in complying with local laws, regulations or any intervention or action by local authorities or government (including but not limited to port, coast guard, naval, customs, immigration and/or health authorities);

36.1.12 any delays attributable to Buyer or agents of Buyer, including but not limited to, restriction or prohibition of loading and/or failure to provide Seller with cargo documentation instructions, letter of credit, etc;

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36.1.13 any additional time resulting from Seller’s decision to load a Vessel with characteristics at variance from the requirements of Section 26;

36.1.14 any other delays attributable to the Vessel or her Master, officers, crew owner, charterer, or the Vessel's Agent; such as delay caused by strike, labour disputes, go slows, work to rules or lockout of the Master, officers, pilots or crew of the Vessel or refusal to load the cargo at night, Vessel's breakdown, unavailability of suitable loading equipment on board or safety concerns;

36.1.15 delays or interruption in Product loading, including shifting the Vessel, due to loading of different grades (or previously agreed upon cargo sequence of loading); and

36.1.16 time lost due to weather and/or ice and/or pollution and if Vessel is ordered off the Berth used Laytime shall re-commence upon the start of loading.

37 DEMURRAGE

37.1 Demurrage shall be payable per running hour and "pro rata" for any part of an hour for all time that used Laytime exceeds the allowed Laytime, as follows:

37.1.1 on Vessels owned or bareboat or time chartered by Buyer or its Affiliates, demurrage claims shall be paid in all cases where allowed Laytime has been exceeded.

37.1.2 on Vessels other than those owned or bareboat or time chartered by Buyer or its Affiliates, demurrage will be paid only if the following two conditions are both fulfilled together:

37.1.2.1 the total allowed Laytime at the Loading Port has been exceeded; and

37.1.2.2 Buyer, or its Affiliate(s) is liable to and has paid demurrage to the owner or chartered owner of the Vessel under the terms of the applicable charter party. In no event shall the liability of Seller for demurrage exceed demurrage actually and properly incurred by Buyer under the terms of the applicable charter party.

37.1.3 Seller shall pay to Buyer demurrage, in the same currency as is prescribed for payment of the Shipment Value under the Agreement, in respect of the excess time at the appropriate rate per day (or pro rata for part of a day) as hereinafter specified.

38 DEMURRAGE RATE DETERMINATION

38.1 For voyage chartered Vessels, the rate of demurrage per day shall be the actual charter party demurrage rate per day pro rata (as between Buyer and Vessel owners).

38.2 For time chartered Vessels, the rate of demurrage per day shall be the actual charter party hire rate per day pro rata (as between Buyer and Vessel owners).

39 DEMURRAGE CLAIM SUBMISSION

39.1 Notice of any demurrage claim by Buyer shall be submitted to the Seller in writing with full supporting documentation, within ninety (90) days from the original bill of lading date; claims submitted later shall be deemed to have been waived.

39.2 With respect to any disputed demurrage claim for which notice is given in accordance with this Section 39, the Buyer shall commence proceedings pursuant to Section 21 within nine (9) months from the Date of Delivery, or if Delivery is late, the date on which delivery was originally expected; claims submitted later shall be deemed to have been waived.

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40 VESSEL CARGO TANK INSPECTION

40.1 If an independent inspector boards a Vessel to inspect the cargo tanks before loading or to sample and inspect the cargo during or after loading, such an inspector shall be regarded as an agent of the appointing party in that respect. As such, the appointing party shall be liable for the consequences resulting from any act, failure or omission on the part of the independent inspector.

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PART III: CIF AND CFR DELIVERIES

41 DELIVERY, TITLE AND RISK OF LOSS

41.1 In this Part III:

41.1.1 “Delivery Point” shall mean the point at which the Product passes the outer edge of the flange of the Product loading line at the connection with the flange of the receiving line of Seller’s Vessel; and

41.2 Title to and all risk of loss or damage to the Product sold hereunder shall pass ratably from Seller to Buyer at the Delivery Point.

41.3 Any loss occurring at and after the Delivery Point shall be Buyer’s responsibility and the amount lost shall be deemed to have been Delivered to Buyer.

41.4 If the Vessel has commenced or completed loading prior to being nominated to Buyer pursuant to Section 47, the risk in the Product delivered under the Agreement shall be deemed to have passed to Buyer at the Delivery Point and title in the Product shall pass immediately upon receipt by Seller of Buyer’s acceptance of such nomination.

41.5 Seller warrants to Buyer that the Product Delivered hereunder shall be free from any charge or encumbrance not disclosed to Buyer before the relevant Trade Confirmation was entered into.

42 QUANTITY AND QUALITY

42.1 Unless otherwise stated in the Trade Confirmation, the quantity and quality of Product Delivered shall be determined by an independent inspector nominated by the Seller in accordance with standard practice at the Loading Port. The cost of such measurement shall be borne by the Seller.

42.2 Seller or Seller’s representative shall prepare a certificate recording the quantity and quality of the Product, as ascertained in accordance with Section 42.1. The quantity and quality of the Product recorded in that certificate shall be final and binding on the parties for all purposes save for fraud or manifest error.

42.3 Buyer shall have the right to appoint (at its own expense) an independent inspector to witness jointly with Seller, and prior to and/or after Delivery, the quantity measurements, sampling and quality testing of the Product loaded onto the Vessel provided it is reasonably practicable to do so. Seller shall not be obliged to arrange for accommodation and/or any government passes required for Buyer’s appointed independent inspector to enter the Loading Port.

43 PRODUCT SAMPLING AND RETENTION AND TESTING OF THE RETAINED SAMPLE

43.1 Seller shall (at its own expense) take samples of the Product loaded onto the Vessel and shall retain such samples, or ensure that such samples are retained, in suitable storage facilities.

43.2 The samples shall be sealed, one to be available for Buyer, and one to be retained by Seller or Seller’s representative, for a period of seventy-five (75) days from the Date of Delivery.

44 PART CARGO LOTS DELIVERED CFR OR CIF

44.1 Where delivery is made as an unsegregated part cargo lot to Buyer and a third party, the quantity determined in accordance with the foregoing shall be adjusted so that, following completion of discharge of the relevant part cargo lots, Buyer and such third party shall each be allocated a percentage of the total loaded quantity equal to that percentage of the total

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outturn quantity which was discharged at their respective Discharge Ports. The costs of such independent inspection shall be shared equally between the parties for their respective Discharge Ports and the inspector’s report shall be made available to all parties.

45 INSURANCE

CIF Deliveries

45.1 In the case of a CIF Delivery, Seller undertakes to procure and pay for insurance against marine risks to the full value of the Shipment plus ten percent (10%). Such insurance, which shall operate from the time risk passes at the Loading Port until the Product passes the Vessel’s permanent hose connection at the Discharge Port, shall be in accordance with the provisions of a marine cargo insurance policy subject to Institute Cargo Clauses (A), and the benefit thereof shall accrue to Buyer upon the passing of risk in the Shipment as provided for in the Agreement.

45.2 If requested by Buyer, Seller shall provide Buyer with the original certificate of insurance or insurance company’s cover note.

Additional Vessel insurance, etc.

45.3 In all cases, if and for so long as the voyage to the Discharge Port, or any seas through which the Vessel has to travel in performance of the Agreement results in Seller incurring pursuant to the terms of the relevant charter party, additional costs or charges including insurance or war risk insurance premia for the Vessel’s hull and machinery, protection and indemnity or cargo insurances, crew bonuses and the provision of security services for the Vessel, or any or all of them, then any and all costs of such additional insurance and/or additional premia and/or other expenses shall be paid by Buyer to Seller in addition to the Shipment Value payable pursuant to the Agreement.

45.4 Seller reserves the right to refuse at any time:

45.4.1 to direct any Vessel to undertake or to complete the voyage to the Discharge Port if such Vessel is required in the performance of the Agreement:

45.4.1.1 to transit or to proceed to or to remain in waters so that the Vessel concerned would be involved in a breach of any Institute Warranties (if applicable) or, in Seller’s opinion, would risk its safety (including but not limited to risks arising out of war, war-like operations or hostilities, civil strife, terrorism or other politically or religiously motivated activities or piracy) or would risk ice damage;

45.4.1.2 to transit or to proceed to or to remain in waters where war (de facto or de jure) is present or imminent; or

45.4.1.3 to transit or to proceed to any place where the owners of the Vessel reasonably refuse to allow the Vessel to proceed or remain pursuant to the terms of the relevant charter party; or

45.4.2 prior to the commencement of loading to direct any Vessel to undertake the voyage to the intended Discharge Port if such Vessel is required in the performance of the terms of the Agreement to transit waters which, in Seller’s reasonably held opinion, would involve abnormal delay; or

45.4.3 to undertake any activity in furtherance of the voyage which in the opinion of the Vessel’s master could place the Vessel, its cargo or crew at risk.

45.5 If Seller agrees to direct a Vessel to undertake or to complete the voyage as referred to in Section 45.4.2, Buyer undertakes to reimburse Seller, in addition to the Shipment Value payable under the Agreement, for costs incurred by Seller in respect of any additional

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insurance and any other sums that Seller may be required to pay to the Vessel’s owner including but not limited to any sums in respect of any amounts deductible under such owners’ insurance and any other costs and/or expenses incurred by Seller.

46 AGREED DATE RANGE AND INDICATIVE DISCHARGE DATES

46.1 Where an Agreed Date Range is specified in the Trade Confirmation, this shall be the day or range of days in which Seller’s nominated Vessel must tender a Valid NOR at the Loading Port and loading shall commence as soon as reasonably practicable, notwithstanding that loading would be effected or completed outside the Agreed Date Range or outside any other period specified in the Trade Confirmation.

46.2 In the event that Seller expressly or implicitly provides Buyer with a date or range of dates within which a nominated Vessel shall arrive at the Discharge Port and does not state that such delivery dates are guaranteed (“Indicative Discharge Dates”) these shall be indicative only, made by Seller only as a good faith assessment without guarantee. Where no Agreed Date Range has been specified in the Trade Confirmation, Seller shall be deemed to have fulfilled its timing obligations with regard to any delivery provided the loading and carriage of the relevant cargo is on terms consistent with the arrival of the Vessel at the Discharge Port during the rage of Indicative Discharge Dates, safe navigation and weather permitting. Seller shall not assume any responsibility for the Delivery of the Product at the Discharge Port within the range of Indicative Discharge Dates. The commencement of Laytime shall be determined in accordance with Section 54 below except where it is specified in the Trade Confirmation that the Indicative Discharge Dates are to be used for demurrage purposes in which case, Section 61 shall apply.

46.3 Where there is no Agreed Date Range specified in the Trade Confirmation and Seller expressly or implicitly provides Buyer with a date or range of dates within which a nominated Vessel shall arrive at the Discharge Port and does not state that such delivery dates are guaranteed (“Indicative Discharge Dates”), then Seller shall not be in breach of and shall be deemed to have fulfilled its obligation(s) with regard to any delivery provided the loading and carriage of the relevant cargo is on terms (including, with regard to the place of loading, the time of loading, and the expected/customary voyage time) consistent with the arrival at the Discharge Port during the range of Indicative Discharge Dates, safe navigation and weather permitting. The commencement of Laytime shall be determined in accordance with Section 54 below.

47 VESSEL NOMINATION

47.1 Each Vessel shall be nominated in writing by Seller to Buyer. Seller’s nomination shall state the following:

47.1.1 name, summer deadweight and length, date built and flag of Vessel to be loaded;

47.1.2 Vessel’s agents at the Discharge Port;

47.1.3 ETA at the Loading Port and, if Indicative Discharge Dates have been provided by Seller, ETA at the Discharge Port;

47.1.4 details of any other cargo on board or to be laden on board if Delivery is of a part cargo; and

47.1.5 such other information as may be required by the Discharge Port operator from time to time.

47.2 Vessel nominations shall be in accordance with Loading Port regulations, including any restrictions as to maximum draft, length, deadweight, displacement, age, flag and the like, the procedures relevant to health and safety and Vessel operations and applicable governmental, local and port authority regulations and any other applicable requirements in force at the Loading Port. Seller warrants that the Vessel will be suitable for the carriage of the Product.

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47.3 Buyer shall, within one (1) Business Day or such other period as may be specified in the Trade Confirmation after receipt of Seller’s nomination made pursuant to Section 47.1, notify Seller of full written instructions regarding the particulars and destination of the cargo to be inserted on the bills of lading and such other customary Loading Port documentation which may be required by Buyer (and, for the avoidance of doubt, Buyer shall be liable for all costs resulting from any delays in loading the Product hereunder due to a failure by Buyer to supply such information in a timely manner). Seller shall have the right to issue its own instructions if such instructions are not so provided by Buyer.

47.4 All costs (including but not limited to demurrage) arising directly out of any failure by Buyer to comply with any part of Section 47.3 shall be for Buyer’s account.

47.5 Seller and Buyer shall comply with, and Seller shall procure that the Vessel shall comply with, the International Ship and Port Facility Security Code and relevant amendments to Chapter XI of the International Convention for the Safety of Life at Sea, 1974 (SOLAS) (“ISPS Code”). Notwithstanding any prior acceptance of the Vessel by Seller, if at any time prior to passing of risk and title the Vessel ceases to comply with the requirements of the ISPS Code, Buyer shall have the right not to berth such nominated Vessel and any demurrage resulting shall not be borne by Buyer.

47.6 Any costs or expenses in respect of the Vessel including demurrage or any additional charge, fee or duty levied on the Vessel at the Discharge Port and actually incurred by Buyer resulting directly from the failure of the Vessel to comply with the ISPS code shall be borne by Seller.

47.7 In the event that Aramco Trading is Buyer, Seller shall procure that the Vessel, the Vessel’s master and the Vessel’s owners comply with the Aramco Trading Casualty Procedure at Schedule E. Where Aramco Trading is Seller and risk has passed from Seller to Buyer, Seller shall use its best efforts to implement any similar instructions, if any, provided by Buyer. Except where loss, damage and expense are incurred or suffered as a result of Seller’s failure to use best efforts to implement any similar instructions, the Seller shall bear no liability or responsibility for the failure of the master of the Vessel or such Vessel’s owners to implement such instructions.

48 VESSEL ACCEPTANCE

48.1 Buyer shall give notice accepting or rejecting a Vessel Nomination within two (2) Business Days at the location of Seller’s office following receipt of the nomination. If Buyer does not give such notice within two (2) Business Days, Buyer shall be deemed to have irrevocably accepted Seller’s Vessel Nomination.

48.2 If Buyer chooses to accept or is deemed to have accepted a nomination not in accordance with Section 47 above, Seller shall be liable for all costs resulting from any delays in Delivery of the Product. Any such delays shall not count as used Laytime or if the Vessel is on demurrage, as demurrage.

49 VESSEL SUBSTITUTION

49.1 Seller shall be entitled to substitute another Vessel of similar size acceptable to Buyer for any Vessel nominated pursuant to Section 47, provided that:

49.1.1 Seller gives a written notice to Buyer as soon as practicably possible but in any event not later than the ETA at the Discharge Port of the substitute Vessel or the ETA at the Discharge Port of the Vessel originally nominated, whichever is the earlier;

49.1.2 the quantity to be loaded shall not, without the prior written consent of Buyer, differ materially from the quantity specified in the original nomination.

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49.1.3 the Agreed Date Range which would have applied in respect of the Vessel originally nominated shall apply to the substitute Vessel; and

49.1.4 the procedure outlined at Section 47 shall apply (with the necessary modifications) to the nomination of a substitute.

50 VESSEL ARRIVAL

50.1 Seller undertakes to inform Buyer of any updates to the ETA advised as soon as practicable after receipt thereof from its supplier or the Vessel’s owner or agent, where relevant.

50.2 As soon as possible after the loading has been completed, Seller shall notify Buyer of the actual quantity(ies) loaded and the latest ETA of the Vessel at the Discharge Port.

50.3 Seller shall procure that the Vessel’s owner, master or his representative gives the Discharge Port (and where the Discharge Port is in Saudi Arabia, the Saudi Arabian Seaports Authority in accordance with all applicable rules and regulations for Saudi Arabian seaports) notice of the Vessel’s ETA, with a copy to Buyer, at least one hundred and twenty (120) hours, seventy-two (72) hours, forty-eight (48) hours and twenty-four (24) hours prior to its arrival and otherwise in accordance with the standard reporting procedure applicable from time to time at the Discharge Port.

51 DISCHARGE

51.1 All dues and other charges on the Vessel, including charges for exceptional marine assistance, customs overtime and taxes on freight, consular fees, notary public fees and/or chamber of commerce fees shall be borne by Seller at the Loading Port and Buyer at the Discharge Port.

51.2 Subject to compliance by Seller’s nominated Vessel with all other requirements of the Discharge Port at the time in question, Buyer shall provide or cause to be provided (subject to the provisions of Section 8 and Section 51.1) a Berth to be indicated by Buyer or its representative at which the Vessel can when fully laden safely reach and leave and where it can lie and discharge always safely afloat.

51.3 If the facilities at the Discharge Port in question require Seller’s Vessel to be discharged into a floating storage facility, lighter or other Vessel by means of ship-to-ship transfer, such Berth shall be subject to Seller’s ship or Discharge Port vetting procedures and Seller may, on any reasonable ground and without liability, refuse the use of such facility for the purpose of discharging the nominated Vessel.

51.4 Buyer shall at all material times and at no expense to Seller provide and maintain or cause to be provided and maintained, in good working order, all necessary flexible hoses, connections, pipelines, tankage facilities necessary for the discharging of Seller’s Vessel.

51.5 Where Buyer has purchased the Product on board a named Vessel, Seller represents to Buyer and warrants that the named Vessel can berth and discharge the contractual quantity of Product at the Discharge Port regardless of whether the contractual quantity is a whole or part cargo and irrespective of the port scheduling of the Vessel.

51.6 Buyer shall arrange for each Vessel to be discharged as expeditiously as practicable.

51.7 Buyer shall have the right to shift the Vessel from one Berth to another. All costs, including but not limited to demurrage, shall be for Buyer’s account if such shifting is for Buyer’s purposes and otherwise shall be for Seller’s account.

51.8 Vessels shall not be compelled to lighter at the Discharge Port, but if any lightering shall be undertaken at the request of Buyer the expense thereof shall be for Buyer’s account.

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51.9 Any lightering operations or ship-to-ship transfers shall be carried out in accordance with the procedures set out in the ICS/OCIMF Ship-to-Ship transfer guides. The lightering/receiving Vessel shall be subject to Seller’s prior acceptance, which shall not be unreasonably withheld.

51.10 Except in relation to any ship-to-ship transfer carried out at the request of and for the purposes of Seller, any ship-to-ship transfer operation shall only be carried out with Seller’s express consent and shall only be carried out outside port limits and at Buyer’s sole risk.

51.11 All time used for any lightering operation (excluding any time consumed for the purposes set out in Section 57.1) shall be counted or included in calculating the time taken by Buyer to discharge the Vessel or the time in respect of which Buyer is liable for demurrage. Any additional steaming and/or waiting time used solely for the purposes of any lightering operation shall count as Laytime or, if the Vessel is on demurrage, as demurrage.

51.12 In relation to any dispute as to quantity when lightering or ship-to-ship transfers have been undertaken the first laden Vessel’s figures (not being a lightering Vessel or a receiving Vessel) shall prevail.

52 COMBINED DISCHARGE

52.1 Seller may agree to nominate, from time to time, Vessels for combined discharge of product from other producers as well as the Product sold by Seller.

52.2 The discharging terms specified in paragraphs 53 to 60 below, where not in conflict with this paragraph 52, apply to the combined discharging of the Vessel.

52.3 A Vessel discharging more than one part cargo shall complete each part cargo before proceeding to the next.

52.4 Laytime and/or time on Demurrage shall cease to run upon completion of discharging from the Vessel of the final part cargo of product.

52.5 Time used during the discharging of a particular part cargo shall only be counted in relation to that part cargo.

52.6 Time shall only count as used Laytime or demurrage in respect of Product to be loaded with product from other producers:

52.6.1 whilst waiting to berth at a Berth at which Product is to be loaded;

52.6.2 during loading of Product;

52.6.3 during shifting between Berths to load Product; and/or

52.6.4 during periods of delay for which the Seller is responsible under these conditions.

52.7 Determination of the quantity of each part cargo shall be determined by shore tank gauging.

52.8 In the case of discharging more than one cargo, save where such cargo is a different grade loaded by the Sellers and sold to the Buyer, the Laytime allowed in Section 56 shall be pro rated for each part cargo in proportion to the quantity discharging and the time by which the discharging of each cargo exceeds the Laytime so pro rated shall count as demurrage at the rate provided for in Section 59.

52.9 In the event that a particular parcel is directly responsible for the Vessel not qualifying to berth, all time lost before berthing as a result of the delay will be borne by the defaulting party.

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53 TENDER OF NOTICE OF READINESS (NOR)

53.1.1 Valid NOR may be tendered at any time after the Vessel has arrived within the customary anchorage or waiting place of the Discharge Port or, if the Vessel moves directly to the Berth, when the Vessel is securely moored at the Berth.

53.1.2 Valid NOR shall be tendered in writing in accordance with the procedure at the Discharge Port.

54 LAYTIME COMMENCEMENT

54.1 Laytime shall commence Berth or no Berth either:

54.1.1 six (6) hours after a Valid NOR is tendered to Buyer or its representative by the master of the Vessel (or the master’s representative) after its arrival at the Discharge Port; or

54.1.2 if the Vessel moves directly to the Berth, when the Vessel is securely moored at the Berth, whichever is the earlier.

54.2 For a Vessel accepted on a “best endeavours” basis, used Laytime shall commence when the Vessel gives notice that it is “all fast” in Berth.

55 COMPLETION OF USED LAYTIME

55.1 Discharge shall be deemed completed and time shall cease to run upon final disconnection of discharging hoses. However, time shall recommence two (2) hours after disconnection of hoses if the Vessel is delayed in its departure solely due to Buyer’s or Buyer’s receiver’s purposes and shall continue until the termination of such delay.

56 LAYTIME ALLOWANCES

56.1 The time allowed to Buyer as Laytime for the discharging of the quantity of the Product deliverable hereunder shall be:

56.1.1 in the case of discharge of a full cargo lot:

56.1.1.1 such laytime for discharging as is specified in the charter party; or

56.1.1.2 where the laytime specified is inclusive of both loading and discharging, 50 per cent of that laytime; or

56.1.1.3 where no time is specified in the charter party:

56.1.1.3.1 in the case of vessels of 15,000 tons summer deadweight or less, twenty-four (24) running hours; or

56.1.1.3.2 in all other cases, thirty-six (36) running hours;

all days and holidays included unless loading on the day or holiday in question is prohibited by law or regulation at the Discharge Port.

56.2 The following shall apply to the discharge of two (2) or more Product grades:

56.2.1 If a Vessel is required to discharge two (2) or more Product grades and the Discharge Port facilities and availability of Product permit those grades to be discharged concurrently, only the time required for the discharge of the Product grade with the largest quantity shall count against allowed Laytime.

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56.2.2 In the event that the Vessel is capable of discharging two (2) or more grades concurrently but Discharge Port facilities do not permit concurrent discharge, the total time taken for discharging (less deduction(s) allowed) shall count against allowed Laytime.

57 USED LAYTIME DEDUCTIONS

57.1 Time consumed consequent on the following causes shall not count as used Laytime or demurrage (whether or not the Vessel is already on demurrage):

57.1.1 where Buyer is neither the terminal operator nor in control of any of the terminal operations, the inward passage, including time spent awaiting tide, tugs, pilot, daylight, ice, moderation of weather or sea state prior to berthing;

57.1.2 awaiting daylight, ship lining up, free pratique, customs clearance, immigration or administrative requirements or reasons of similar nature beyond Buyer’s control;

57.1.3 preparing for and handling or shifting of ballast, bilges, slops or other substances or bunkering unless carried out concurrently with cargo operations;

57.1.4 restrictions imposed by the owner, charterer or master of the Vessel;

57.1.5 any breakdown of the Vessel’s equipment or failure to comply with the requirements of the Discharge Port with respect to equipment aboard;

57.1.6 time spent complying with any of the regulations and other requirements of the Discharge Port;

57.1.7 any other delay attributable to the Vessel, Seller or agents of Seller;

57.1.8 any onboard strike, lockout, stoppage or restraint of labour by members of the crew;

57.1.9 Force Majeure as defined in Section 9 of Part I;

57.1.10 one-half of any delay time caused by fire, explosion, strike, lockout, stoppage, restraint of labour in or about the Discharge Port or the plant of Buyer and/or breakdown of discharge equipment which is not otherwise declared to be Force Majeure; or

57.1.11 industrial disturbance and/or closure of the Discharge Port by or on behalf of the government.

58 DEMURRAGE

58.1 Demurrage shall be payable per running hour and “pro rata” for any part of an hour for all time that used Laytime exceeds the allowed Laytime, as follows:

58.1.1 on Vessels owned or bareboat or time chartered by Seller or its Affiliates, demurrage claims shall be paid in all cases where allowed Laytime has been exceeded.

58.1.2 on Vessels other than those owned or bareboat or time chartered by Buyer or its Affiliates, demurrage will be paid only if the following two conditions are both fulfilled:

58.1.2.1 the total allowed Laytime at the Discharge Port has been exceeded; and

58.1.2.2 Seller, or its Affiliate(s) is liable to pay and has paid demurrage to the owner or chartered owner of the Vessel under the terms of the applicable charter party. In no event shall the liability of Buyer for demurrage exceed demurrage actually and properly incurred by Seller under the terms of the applicable charter party.

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58.1.3 Buyer shall pay to Seller demurrage, in the same currency as is prescribed for payment of the Shipment Value under the Agreement, in respect of the excess time at the appropriate rate per day (or pro rata for part of a day) as hereinafter specified.

59 DEMURRAGE RATE DETERMINATION

59.1 For voyage chartered Vessels, the rate of demurrage per day shall be the actual charter party demurrage rate per day pro rata (as between Seller and Vessel owners).

59.2 For time chartered Vessels, the rate of demurrage per day shall be the actual charter party hire rate per day pro rata (as between Seller and Vessel owners).

60 DEMURRAGE CLAIM SUBMISSION

60.1 Notice of any demurrage claim by one party shall be submitted to the other party in writing with full supporting documentation, within ninety (90) days from the date of disconnection of hoses at the Discharge Port; claims submitted later shall be deemed to have been waived.

60.2 With respect to any disputed demurrage claim for which notice is given in accordance with this Section 60, the claiming party shall commence proceedings pursuant to Section 21 within nine (9) months from the Date of Delivery, or if Delivery is late, the date on which Delivery was originally expected; claims submitted later shall be deemed to have been waived.

61 TIME ALLOWED AND DEMURRAGE UNDER INDICATIVE DISCHARGE DATE CONTRACTS

61.1 Should the Vessel arrive at the Discharge Port such that running hours pursuant to Section 54.1 above commence at a time within the range of the Indicative Discharge Dates then the time allowed and demurrage shall be computed in all respects in accordance with Sections 55 – 60.

61.2 Should the Vessel arrive at the Discharge Port such that running hours pursuant to Section 54.1 above would commence at a time prior to the first day of the Indicative Discharge Dates, then notwithstanding Section 54, time shall not count against Buyer whether as time allowed for discharge or as demurrage until 00.01 hours (local time) on the first day of the Indicative Discharge Dates or on commencement of discharge, whichever is earlier.

61.3 Should the Vessel arrive at the Discharge Port after the last day of the Indicative Discharge Dates, then Section 54.1 shall be modified to the extent that running hours shall commence Berth or no Berth 36 hours after NOR is tendered or on commencement of discharge, whichever is the earlier. Save as aforesaid, Sections 55-60 shall apply in full.

62 CHARTER PARTY CONDITIONS

62.1 Subject always to any provisions for payment and documents pursuant to Section 7, Seller may arrange shipment under bills of lading which are subject to the Hague Rules or Hague-Visby Rules save that where such bills of lading are issued at a place where any other terms are compulsorily applicable by law such terms shall apply, but which terms shall not incorporate abnormal or unusually onerous conditions.

62.2 Where Buyer requests that Seller discharge a quantity of Product either:

62.2.1 without bills of lading being available for presentation to the Vessel’s master at the Discharge Port; and/or

62.2.2 at a Discharge Port other than that named in the bill of lading,

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Seller shall only be obliged to comply with any such request on Buyer’s provision of a Letter of Indemnity in the relevant form set out in Schedule D.

62.3 Where Buyer, on production of a Letter of Indemnity in the relevant form set out in Schedule D, requests that the Vessel:

62.3.1 co-mingle different grades of cargo belonging to Buyer;

62.3.2 otherwise breach the Vessel’s natural segregation;

62.3.3 dope the cargo by introducing additives after loading;

62.3.4 perform on board blending of the cargo;

62.3.5 carry additives/dye in drums on deck; or

62.3.6 carry out such other cargo operation as Buyer may reasonably require,

and always providing the Vessel is capable of performing such operations and that such operations are permissible under the charter party of the carrying Vessel, then Seller shall perform such operations in accordance with such Buyer’s Letter of Indemnity.

62.4 Without prejudice to Buyer’s obligations, Seller undertakes in all cases to settle freight and demurrage due to the shipowners.

63 VESSEL CARGO TANK INSPECTION

63.1 If an independent inspector boards a Vessel to inspect the cargo tanks before discharge or to sample and inspect the cargo during or after discharge, such an inspector shall be regarded as an agent of the appointing party in that respect. As such, the appointing party shall be liable for the consequences resulting from any act, failure or omission on the part of the independent inspector.

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SCHEDULE A:

LETTER OF INDEMNITY FORMAT (PAYMENT DOCUMENTS)

We refer to our agreement dated [date, month, year] in respect of our sale to you of [quantity and unit] of [grade] Product (the “Agreement”), loaded on board Vessel “[vessel name]” pursuant to bills of lading dated [B/L date].

In consideration of your making payment of US dollars [U.S. dollar amount] for [quantity and units] of the said Product in accordance with the Agreement and having agreed to accept delivery of the Product without having been provided with [insert the relevant Payment Document] (“the Documents”), we hereby represent and warrant all of the following:

(i) the existence and validity of the Documents;

(ii) that we are entitled to possession of the Documents;

(iii) that we were entitled to possession of the Product;

(iv) that we had good, marketable title to such Product;

(v) that title in the Product has been passed as provided in the Agreement to you free of all liens, charges or encumbrances of whatever kind; and

(vi) that you will have the benefit of the warranty as to enjoyment of quiet possession implied by law in the Agreement but without prejudice to any other warranty so implied.

Without prejudice to your rights under the Agreement we hereby agree to protect, indemnify and hold you harmless from and against any and all damages, losses, liabilities, costs, claims and reasonable expenses which you may suffer by reason of our failure to present the Documents to you in accordance with the Agreement; including but not limited to, any action or proceeding brought or threatened against you by reason of our said failure and any breach of our above express representations and warranties; or any liens, charges or encumbrances asserted on the Documents or the Product or any other claims arising out of or in connection with the Documents.

Our liability hereunder shall remain in full force and effect unless and until we provide you with the Documents, which we agree to provide to you as soon as the same have come into our possession.

Our liability hereunder is, however, subject to the condition that you give us prompt notice of the assertion of any claims and full opportunity to conduct the defence of such claims.

No term of this indemnity is intended to, or does, confer a benefit or remedy on any party other than the named buyer under the Agreement whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or howsoever.

This indemnity shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with this letter of indemnity shall be subject to the jurisdiction of the High Court of England & Wales.

Signed by: ..................... Title: ..................... of: [company name]

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SCHEDULE B:

PROFORMA DOCUMENTARY LETTER OF CREDIT

LETTER OF CREDIT NUMBER:

ADVISING BANK:

DATE OF ISSUANCE:

DATE OF EXPIRY:

DESCRIPTION OF PRODUCT:

With reference to contract [insert contract number] (the “Agreement”) dated [insert contract date] between [Seller’s name] (the “Beneficiary”) and [Buyer’s name] (the “Applicant”) we hereby issue our irrevocable documentary letter of credit number [insert L/C number] in favour of the Beneficiary for [insert amount].

This documentary letter of credit shall be available at the counters of [bank name and address] on or before the date of expiry against presentation of the following documents:

1. The Seller’s commercial invoice; and

2. A full set of clean bills of lading issued or endorsed to the order of Buyer or a letter of indemnity.

SPECIAL CONDITIONS

1. This Letter of Credit shall take effect in accordance with its terms but such terms shall not alter, add to or in any way affect the provisions of the Agreement to which this Letter of Credit relates.

2. Provisional and/or final invoices are allowed.

3. Multiple drawings are permitted.

4. Partial drawings are allowed.

5. Bills of lading which have been signed in facsimile or by any other mechanical or electronic method of authentication shall be acceptable.

6. The value of this Letter of Credit will automatically escalate/de escalate in accordance with the loaded quantity and, the price clause as set out in the copy of the Beneficiary’s unpaid commercial invoice without any further amendment.

7. Spelling mistakes and or typographical errors not affecting the meaning of a word or a sentence shall not be considered as discrepancies.

8. The terms of this Letter of Credit shall not have the effect of amending or varying the terms of the underlying contract.

9. This irrevocable Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, 2007 Revision International Chamber of Commerce Publication No. 600.

10. The construction, validity and performance of this Letter of Credit shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with this Letter of Credit shall be referred to and resolved by the High Court in London.

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11. All bank charges from the Letter of Credit issuing bank shall be borne by the Applicant. Failure of the Buyer to pay any such amounts shall not affect the Beneficiary’s rights to make drawings under this Letter of Credit

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SCHEDULE C:

FORM L(1) (02/18/08) Products

PROFORMA STANDBY LETTER OF CREDIT AND CONFIRMATION

I. Instructions

BUYER shall obtain an Irrevocable Standby Letter of Credit issued, or confirmed, by a bank

acceptable to SELLER. BUYER shall obtain SELLER's approval of BUYER's proposed

issuing bank or confirming bank prior to opening the credit. The Letter of Credit must be in

strict accordance with the following proforma Letter of Credit, and if the credit is confirmed

the confirmation must be in strict accordance with the following proforma confirmation.

Except as SELLER may instruct BUYER otherwise in writing, the Letter of Credit and any

confirmation thereof must not expire sooner than fifteen (15) days after the final payment Due

Date(s) for any cargo(es) for which the credit is applicable.

BUYER may establish a Letter of Credit for each individual cargo to be purchased from

SELLER or, at BUYER's discretion, BUYER may establish a Letter of Credit in an amount

and with an expiry date to cover multiple cargoes according to the criteria established below.

In either case, the amount of the Letter of Credit must be no less than one hundred ten percent

(110%) of the estimated value of the Products to be purchased from SELLER during the term

of the Letter of Credit based upon the prices and volumes specified in the Product Sales

Agreement.

A Letter of Credit not requiring confirmation is to be sent directly and authentically (by either

tested telex or swift) from the issuing bank to:

JPMorgan Chase Bank, N.A. New York (CHASUS33)

Under direct SWIFT advice to JPMorgan Chase Bank, N.A., CHASGB2L

For the account of JPMorgan Chase Bank, N.A. (CHASGB2L),

Account number 0010962009.

For further credit to SAUDI ARAMCO PRODUCTS TRADING COMPANY

Account number 41480179

IBAN: GB53CHAS60924241480179

JPMorgan Chase Bank, N.A. will then advise SELLER of the opening of the credit

electronically via the bank’s web site. A Letter of Credit which requires confirmation should

be sent by the issuing bank to the confirming bank, and the confirming bank should send the

credit, together with its confirmation, directly and authentically (by either tested telex or

swift) to JPMorgan Chase Bank, N.A., at the above address.

II. Text of Proforma Letter of Credit:

(Name and Address of Issuing Bank)

Date: _______________________, 200_

Addressee: Saudi Aramco Products Trading Company (Aramco Trading)

Box 5000

Dhahran, Saudi Arabia

Gentlemen:

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At the request and on behalf of (name and address of BUYER) ("BUYER"), we (name and

address of issuing bank) hereby establish our Irrevocable Standby Letter of Credit No.

(number) dated ( date ) in your favor for an amount not to exceed in the aggregate U.S.

Dollars (amount in words and figures), plus interest as provided herein, effective immediately

and expiring with the close of business at the Place of Presentation (as defined below) on

(___date__).

Funds under this Letter of Credit are available to you against your draft(s) drawn at sight on

us, mentioning thereon our Letter of Credit No. (number), accompanied by your written

drawing certification in the form attached hereto as Annex 1 and made a part hereof.

The amount which may be drawn by you under this Letter of Credit shall be automatically

reduced by the amount of any drawing hereunder. Partial drawings are permitted.

We hereby engage with you that all drafts drawn on us and presented under and in

compliance with the terms of this Letter of Credit will be duly honored by us if presented

together with your written drawing certification as provided above on or before expiry (1) at

our office at (Issuing bank location where presentation may be made) or (2) at the office

designated in the advice of confirmation of any bank that has confirmed this Letter of Credit

(either of which is referred to herein as the "Place of Presentation"). Upon our receipt of a

demand for payment made by you hereunder at least three (3) business days prior to the date

payment hereunder is expected, payment shall be made to you of the amount demanded in

immediately available funds not later than 10:00 a.m. local time at the Place of Presentation

on the day for which payment is demanded. The term "business day" shall mean a day on

which banks are open for business in the city in which the Place of Presentation is located.

We further engage with you that payments made against your draft(s) will include interest

from the date upon which BUYER's payment was due through the date of payment of your

draft(s) at a rate equal to one percent (1%) above the one (1) month British Bankers Assoc.

London Interbank offered rate (LIBOR), for U.S. Dollar deposits as shown on Reuters screen,

reference page “LIBOR01” fixed at 11:00 a.m. London time, on the first banking day of the

month in which payment was due.

This letter of credit is subject to the Uniform Customs and Practice for Documentary Credits

2007 Revision, International Chamber of Commerce Publication No. 600.

This Letter of Credit shall take effect in accordance with its terms but such terms shall not alter, add to or in any way affect the Agreement between Buyer and the Addressee to which this Standby Letter of Credit relates.

Provisional and/or final invoices allowed. Documents presented in photocopy, telex or facsimile form are acceptable. Documents presented within the validity of this Letter of Credit are permitted.

All bank charges shall be borne by Buyer. Failure of Buyer to pay any such amounts shall not affect the Addressee’s rights to make drawings under this Letter of Credit.

The construction, validity and performance of this Letter of Credit shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with this Letter of Credit shall be subject to the exclusive jurisdiction of the High Court of England and Wales.

(Name of Issuing Bank)

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By: __________________

(Authorized Signature)

Title: _________________

NOTE: The issuing bank shall insert information called for in blank spaces and between

parentheses prior to its issuance of the Letter of Credit.

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Annex 1

DRAWING CERTIFICATION

Date: _______________________

(Name and Address of Issuing Bank

Re: Letter of Credit No. (_________)

Gentlemen:

Please be advised that we are hereby drawing under the above referenced Letter of Credit and that:

1. (BUYER's name and address) ("BUYER") owes us as of the date hereof U.S. Dollars (amount

in words and figures) in connection with our sale of Products to BUYER pursuant to a

Product Sales Agreement effective as of (date).

2. We have requested payment from BUYER per the attached photocopy, facsimile or telex

copy of the invoice in the amount of U.S. Dollars (amount in words and figures) and as of the

date hereof BUYER has failed to pay us such amount.

3. This drawing is in the amount of U.S. Dollars (amount in words and figures) which is not in

excess of the amount for which payment has been requested as set forth in paragraph 2.

hereof, plus interest from (date BUYER's payment was due) through the date of your payment

hereunder. Payment of the amount demanded hereunder, including interest, is requested to be

made not later than 10:00 a.m. local time at your (location corresponding to the above

address) office within three (3) business days after the date of your receipt of this request.

Very truly yours,

SAUDI ARAMCO PRODUCTS TRADING COMPANY

By: ___________________

Title: __________________

NOTE: The Saudi Aramco Products Trading Company will insert information called for in

blank spaces and between parentheses prior to presentation of the foregoing Drawing

Certification.

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III. Text of Proforma Confirmation:

(Name and Address of Issuing Bank)

Date: ________________________,200_

Addressee: Saudi Aramco Products Trading Company (Aramco Trading)

Box 5000

Dhahran, Saudi Arabia

Gentlemen:

At the request and on behalf of (name and address of Issuing Bank) ("Issuer"), we (name and

addressee of confirming bank) hereby confirm Issuer's Irrevocable Standby Letter of Credit No.

(number) dated (date) ("Letter of Credit") in your favor for an amount not to exceed in the aggregate

U.S. Dollars (amount in words and figures), plus interest as provided therein, expiring with the close

of business at the Place of Presentation (as defined therein) on (date).

We hereby agree to pay all drafts drawn under and in compliance with the terms of the Letter or

Credit if presented to us together with your written drawing certification as provided in the Letter of

Credit at (name and location of confirming bank place of presentation) on or before expiry. For

purposes of this confirmation and the Letter of Credit, such address shall be deemed a "Place of

Presentation" (as such term is so defined in the Letter of Credit). We further agree to perform all of

the payment and performance obligations of the Issuer under the Letter of Credit all on the terms and

provisions set forth in such Letter of Credit and irrespective of the solvency of the Issuer.

Upon our receipt of a demand for payment made by you hereunder at least three (3) business days

prior to the date payment hereunder is expected, payment shall be made to you of the amount

demanded in immediately available funds no later than 10:00 a.m. local time at our above-mentioned

office on the day for which payment is demanded. The term "business day" shall mean a day on

which banks are open for business in the city in which our above-mentioned office is located. We

further engage with you that payments made against your draft(s) will include interest from the date

upon which payment from the BUYER (as defined in Issuer's Letter of Credit) was due through the

date of payment of your draft(s) at a rate equal to one percent (1%) above the one (1) month British

Bankers Assoc. London Interbank offered rate (LIBOR), for U.S. Dollar deposits as shown on Reuters

screen, reference page “LIBOR01” fixed at 11:00 a.m. London time, on the first banking day of the

month in which payment was due.

This confirmation is subject to the Uniform Customs and Practice for Documentary Credits (2007

Revision, International Chamber of Commerce Publication No.600).

This confirmation shall take effect in accordance with its terms but such terms shall not alter, add to or in any way affect the Agreement between Buyer and the Addressee to which this confirmation relates.

Provisional and/or final invoices allowed. Documents presented in photocopy, telex or facsimile form are acceptable. Documents presented within the validity of this confirmation are permitted.

All bank charges shall be borne by Buyer. Failure of Buyer to pay any such amounts shall not affect the Addressee’s rights to make drawings under this confirmation.

The construction, validity and performance of this confirmation shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with this confirmation shall be subject to the exclusive jurisdiction of the High Court of England and Wales.

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(Name of Confirming Bank)

By: __________________

(Authorized Signature)

Title: _________________

NOTE: The confirming bank shall insert information called for in blank spaces and between

parentheses prior to its issuance of the confirmation.

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SCHEDULE D:

STANDARD FORM LETTER OF INDEMNITY

STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR

DELIVERING CARGO WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

To : [insert name of Owners] [insert date]

The Owners of the [insert name of ship]

[insert address]

Dear Sirs

Ship: [insert name of ship]

Voyage: [insert load and discharge ports as stated in the bill of lading]

Cargo: [insert description of cargo]

Bill of lading: [insert identification numbers, date and place of issue]

The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert

name of consignee or party to whose order the bill of lading is made out, as appropriate] for delivery

at the port of [insert name of discharge port stated in the bill of lading] but the bill of lading has not

arrived and we, [insert name of party requesting delivery], hereby request you to deliver the said

cargo to “X [name of the specific party] or to such party as you believe to be or to represent X or to

be acting on behalf of X" at [insert place where delivery is to be made] without production of the

original bill of lading.

In consideration of your complying with our above request, we hereby agree as follows :-

1. To indemnify you, your servants and agents and to hold all of you harmless in respect of any

liability, loss, damage or expense of whatsoever nature which you may sustain by reason of

delivering the cargo in accordance with our request.

2. In the event of any proceedings being commenced against you or any of your servants or

agents in connection with the delivery of the cargo as aforesaid, to provide you or them on

demand with sufficient funds to defend the same.

3. If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or

property in the same or associated ownership, management or control, should be arrested or

detained or should the arrest or detention thereof be threatened, or should there be any

interference in the use or trading of the vessel (whether by virtue of a caveat being entered on

the ship’s registry or otherwise howsoever), to provide on demand such bail or other security

as may be required to prevent such arrest or detention or to secure the release of such ship or

property or to remove such interference and to indemnify you in respect of any liability, loss,

damage or expense caused by such arrest or detention or threatened arrest or detention or such

interference, whether or not such arrest or detention or threatened arrest or detention or such

interference may be justified.

4. If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or

facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter

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or barge shall be deemed to be delivery to the party to whom we have requested you to make

such delivery.

5. As soon as all original bills of lading for the above cargo shall have come into our possession,

to deliver the same to you, or otherwise to cause all original bills of lading to be delivered to

you, whereupon our liability hereunder shall cease.

6. References to original bills of lading in this indemnity shall be deemed to include bills of

lading which have been signed in facsimile or by any other mechanical or electronic method

of authentication.

7. The liability of each and every person under this indemnity shall be joint and several and shall

not be conditional upon your proceeding first against any person, whether or not such person

is party to or liable under this indemnity.

8. This indemnity shall be governed by and construed in accordance with English law and each

and every person liable under this indemnity shall at your request submit to the jurisdiction of

the High Court of Justice of England.

Yours faithfully

For and on behalf of

[insert name of Requestor]

The Requestor

…………………………………

Signature

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STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING

CARGO AT A PORT OTHER THAN THAT STATED IN THE BILL OF LADING

To : [insert name of Owners] [insert date]

The Owners of the [insert name of ship]

[insert address]

Dear Sirs

Ship: [insert name of ship]

Voyage: [insert load and discharge ports as stated in the bill of lading]

Cargo: [insert description of cargo]

Bill of lading: [insert identification number, date and place of issue]

The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert

name of consignee or party to whose order the bill of lading is made out, as appropriate] for delivery

at the port of [insert name of discharge port stated in the bill of lading] but we, [insert name of party

requesting substituted delivery], hereby request you to order the ship to proceed to and deliver the said

cargo at [insert name of substitute port or place of delivery] [“X [name of the specific party] or to

such party as you believe to be or to represent X or to be acting on behalf of X”] against production

of at least one original bill of lading.

In consideration of your complying with our above request, we hereby agree as follows :-

1. To indemnify you, your servants and agents and to hold all of you harmless in respect of any

liability, loss, damage or expense of whatsoever nature which you may sustain by reason of

the ship proceeding and giving delivery of the cargo against production of at least one original

bill of lading in accordance with our request.

2. In the event of any proceedings being commenced against you or any of your servants or

agents in connection with the ship proceeding and giving delivery of the cargo as aforesaid, to

provide you or them on demand with sufficient funds to defend the same.

3. If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or

property in the same or associated ownership, management or control, should be arrested or

detained or should the arrest or detention thereof be threatened, or should there be any

interference in the use or trading of the vessel (whether by virtue of a caveat being entered on

the ship’s registry or otherwise howsoever), to provide on demand such bail or other security

as may be required to prevent such arrest or detention or to secure the release of such ship or

property or to remove such interference and to indemnify you in respect of any liability, loss,

damage or expense caused by such arrest or detention or threatened arrest or detention or such

interference, whether or not such arrest or detention or threatened arrest or detention or such

interference may be justified.

4. References to original bills of lading in this indemnity shall be deemed to include bills of

lading which have been signed in facsimile or by any other mechanical or electronic method

of authentication.

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5. The liability of each and every person under this indemnity shall be joint and several and shall

not be conditional upon your proceeding first against any person, whether or not such person

is party to or liable under this indemnity.

6. This indemnity shall be governed by and construed in accordance with English law and each

and every person liable under this indemnity shall at your request submit to the jurisdiction of

the High Court of Justice of England.

Yours faithfully

For and on behalf of

[insert name of Requestor]

The Requestor

…………………………………

Signature

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STANDARD FORM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING

CARGO AT A PORT OTHER THAN THAT STATED IN THE BILL OF LADING AND

WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

To : [insert name of Owners] [insert date]

The Owners of the [insert name of ship]

[insert address]

Dear Sirs

Ship: [insert name of ship]

Voyage: [insert load and discharge ports as stated in the bill of lading]

Cargo: [insert description of cargo]

Bill of lading: [insert identification number, date and place of issue]

The above cargo was shipped on the above vessel by [insert name of shipper] and consigned to [insert

name of consignee or party to whose order the bills of lading are made out, as appropriate] for

delivery at the port of [insert name of discharge port stated in the bills of lading] but we, [insert name

of party requesting substituted delivery], hereby request you to order the vessel to proceed to and

deliver the said cargo at [insert name of substitute port or place of delivery] to ["X [name of the

specific party] or to such party as you believe to be or to represent X or to be acting on behalf of X" ]

without production of the original bill of lading.

In consideration of your complying with our above request, we hereby agree as follows :-

1. To indemnify you, your servants and agents and to hold all of you harmless in respect of any

liability, loss, damage or expense of whatsoever nature which you may sustain by reason of

the ship proceeding and giving delivery of the cargo in accordance with our request.

2. In the event of any proceedings being commenced against you or any of your servants or

agents in connection with the ship proceeding and giving delivery of the cargo as aforesaid, to

provide you or them on demand with sufficient funds to defend the same.

3. If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship or

property in the same or associated ownership, management or control, should be arrested or

detained or should the arrest or detention thereof be threatened, or should there be any

interference in the use or trading of the vessel (whether by virtue of a caveat being entered on

the ship’s registry or otherwise howsoever), to provide on demand such bail or other security

as may be required to prevent such arrest or detention or to secure the release of such ship or

property or to remove such interference and to indemnify you in respect of any liability, loss,

damage or expense caused by such arrest or detention or threatened arrest or detention or such

interference, whether or not such arrest or detention or threatened arrest or detention or such

interference may be justified.

4. If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or

facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter

or barge shall be deemed to be delivery to the party to whom we have requested you to make

such delivery.

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5. As soon as all original bills of lading for the above cargo shall have come into our possession,

to deliver the same to you, or otherwise to cause all original bills of lading to be delivered to

you.

6. References to original bills of lading in this indemnity shall be deemed to include bills of

lading which have been signed in facsimile or by any other mechanical or electronic method

of authentication.

7. The liability of each and every person under this indemnity shall be joint and several and shall

not be conditional upon your proceeding first against any person, whether or not such person

is party to or liable under this indemnity.

7. This indemnity shall be governed by and construed in accordance with English law and each

and every person liable under this indemnity shall at your request submit to the jurisdiction of

the High Court of Justice of England.

Yours faithfully

For and on behalf of

[insert name of Requestor]

The Requestor

…………………………………

Signature

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SCHEDULE E:

ARAMCO TRADING CASUALTY PROCEDURE

CASUALTY NOTIFICATION

In the event of any incident relating to a Vessel carrying Product the risk in which has passed from the Seller to Aramco Trading, the Seller shall use its best endeavors to ensure that the master of the Vessel complies with the following instructions:

SAPTCO CASUALTY EMERGENCY INSTRUCTIONS

These instructions are to be followed in the case of an emergency such as collision, grounding, fire, pollution or other incident where there may be a risk of death or personal injury and/or to the safety of the Vessel or its cargo and/or the environment and/or immediate assistance is required or adverse media coverage is expected. The aim of the procedure is to facilitate emergency response.

Notification Procedure

Immediately in the event of an incident, Aramco Trading shall be notified by:

Telephone to (Insert No.):

Followed by:

Email to:

Telex to:

headed “CASUALTY NOTIFICATION”.

The email/telex notification must contain as much of the following information as is available:

Name of Vessel;

Nature of emergency (collision, grounding, etc.);

Location of the incident;

Position of Vessel (latitude, longitude, port);

Nature and extent of damage;

Fatalities and/or personal injuries, if any;

State of sea and weather;

Name, nationality and type of any other Vessel(s) involved;

In the event of an oil spill, the message should also include the local time, date and location of the spill;

Name of the owner of the installation (if in port) and whether at a jetty, CBM, SBM, etc.;

Type of oil or other products (e.g. black, white, lubricants, etc.);

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Cause if known (e.g. overflow, hose burst, defective shore pipeline, hull defect, leaking ship valve(s));

Estimated quantity spilled;

Estimate of rate of spill if continuing;

Whether clean up has been attempted either by the Vessel or a third party;

Whether the Vessel can continue the voyage;

Whether towage is required;

Any other relevant comments;

Time and origin of each report.