SAUDI ARAMCO PRODUCTS TRADING COMPANY · PDF fileSAUDI ARAMCO PRODUCTS TRADING COMPANY ... PETCOKE SPECIFICATION ... 2.5 “Aramco Trading” means Saudi Aramco Products Trading Company

SAUDI ARAMCO PRODUCTS TRADING COMPANY

GENERAL TERMS AND CONDITIONS

FOR SALES AND PURCHASES OF BULK PRODUCTS,

APRIL 2013 EDITION

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TABLE OF CONTENTS

Page

PART I: TERMS OF GENERAL APPLICATION ............................................................................... 6

1. APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS ............................. 6

2. DEFINITIONS .......................................................................................................................... 6

3. INTERPRETATION ............................................................................................................... 10

4. PRODUCT QUANTITY ......................................................................................................... 10

5. PRODUCT QUALITY ............................................................................................................ 10

6. CLAIMS IN RESPECT OF QUALITY/QUANTITY ............................................................ 10

7. PAYMENT .............................................................................................................................. 11

8. TAXES .................................................................................................................................... 14

9. FORCE MAJEURE ................................................................................................................. 14

10. HEALTH, SAFETY AND ENVIRONMENT ........................................................................ 16

11. CONFIDENTIALITY ............................................................................................................. 16

12. LIMITATION OF LIABILITIES ............................................................................................ 17

13. TERMINATION OR SUSPENSION ...................................................................................... 17

14. ASSIGNMENT ....................................................................................................................... 17

15. AMENDMENT OF AGREEMENT ....................................................................................... 17

16. NOTICES ................................................................................................................................ 17

17. EDOCS .................................................................................................................................... 18

18. DESTINATION ...................................................................................................................... 18

19. FACILITATION PAYMENTS AND ANTI-CORRUPTION ................................................ 19

20. GOVERNING LAW ............................................................................................................... 20

21. DISPUTE RESOLUTION ....................................................................................................... 20

22. MISCELLANEOUS ................................................................................................................ 21

PART II: FOB DELIVERIES .............................................................................................................. 23

23. DELIVERY, TITLE AND RISK OF LOSS ........................................................................... 23

24. QUANTITY AND QUALITY ................................................................................................ 23

25. PRODUCT SAMPLING, RETENTION AND TESTING OF THE RETAINED

SAMPLE ................................................................................................................................. 24

26. VESSEL NOMINATION ....................................................................................................... 24

27. VESSEL ACCEPTANCE ....................................................................................................... 25

28. VESSEL SUBSTITUTION ..................................................................................................... 25

29. VESSEL ARRIVAL ................................................................................................................ 26

30. LOADING AND LOADING CONDITIONS ......................................................................... 26

31. TENDER OF NOTICE OF READINESS (NOR) .................................................................. 27

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32. LAYTIME COMMENCEMENT ............................................................................................ 28

33. COMPLETION OF USED LAYTIME ................................................................................... 28

34. LAYTIME ALLOWANCES ................................................................................................... 29

35. USED LAYTIME DEDUCTIONS ......................................................................................... 29

36. DEMURRAGE ........................................................................................................................ 31

37. DEMURRAGE RATE DETERMINATION .......................................................................... 31

38. DEMURRAGE CLAIM SUBMISSION ................................................................................. 32

39. VESSEL CARGO HOLD INSPECTION ............................................................................... 32

40. COMPLIANCE WITH ISPS CODE ....................................................................................... 32

PART III: CIF, CFR AND DAP DELIVERIES .................................................................................. 33

41. DELIVERY, TITLE AND RISK OF LOSS ........................................................................... 33


43. PRODUCT SAMPLING AND RETENTION AND TESTING OF THE RETAINED

SAMPLE ................................................................................................................................. 34

44. PART CARGO LOTS DELIVERED CFR OR CIF ............................................................... 34

45. INSURANCE .......................................................................................................................... 34

46. AGREED DATE RANGE AND FIRM AND INDICATIVE AND GUARANTEED

DISCHARGE DATES ............................................................................................................ 35


48. VESSEL ACCEPTANCE ....................................................................................................... 38

49. VESSEL SUBSTITUTION ..................................................................................................... 38

50. ALTERNATIVE OR RANGE OF DISCHARGE PORT(S) .................................................. 39

51. VESSEL ARRIVAL ................................................................................................................ 39

52. DISCHARGE .......................................................................................................................... 40


54. LAYTIME COMMENCEMENT ............................................................................................ 42




58. DEMURRAGE ........................................................................................................................ 44

59. DEMURRAGE RATE DETERMINATION .......................................................................... 45

60. DEMURRAGE CLAIM SUBMISSION ................................................................................. 45

61. TIME ALLOWED AND DAMAGES FOR DELAY UNDER INDICATIVE AND

GUARANTEED DISCHARGE DATE CONTRACTS .......................................................... 45

62. CHARTER PARTY CONDITIONS ....................................................................................... 46

63. VESSEL CARGO HOLD INSPECTION ............................................................................... 47

64. COMPLIANCE WITH ISPS CODE ....................................................................................... 47

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ANNEX A: SALE & PURCHASE OF SULPHUR PRODUCTS ...................................................... 48

1. APPLICABILITY OF THIS ANNEX A................................................................................. 48

PART I: FOB DELIVERIES OF SULPHUR ...................................................................................... 48

2. APPLICABILITY OF THIS ANNEX A, PART I .................................................................. 48







PART II: CIF, CFR AND DAP DELIVERIES OF SULPHUR ......................................................... 52

1. APPLICABILITY OF THIS ANNEX A, PART II ................................................................. 52

2. DISCHARGE .......................................................................................................................... 52

ANNEX B: ........................................................................................................................................... 53

SALE AND PURCHASE OF PETCOKE PRODUCTS ...................................................................... 53

1. APPLICABILITY OF THIS ANNEX B ................................................................................. 53

PART I: FOB DELIVERIES OF PETCOKE ....................................................................................... 53

2. APPLICABILITY OF THIS ANNEX B, PART I .................................................................. 53



SAMPLE ................................................................................................................................. 54




PART II: CIF, CFR AND DAP DELIVERIES OF PETCOKE ........................................................... 58

1. APPLICABILITY OF THIS ANNEX B, PART II ................................................................. 58



SAMPLE ................................................................................................................................. 58

4. DISCHARGE .......................................................................................................................... 59


ATTACHMENT I TO ANNEX B: PETCOKE SPECIFICATION ..................................................... 61

SCHEDULE A: LETTER OF INDEMNITY FORMAT .................................................................... 62

SCHEDULE B: FORM L(1) (02/18/08) PRODUCTS ....................................................................... 63

SCHEDULE C: SUPPLEMENT IN RESPECT OF VAT, EXCISE DUTY AND EU

DOCUMENTATION AND SAFETY REQUIREMENTS..................................................... 69

1. IF THE SALE OF PRODUCT IS SUBJECT TO VAT, THE FOLLOWING SHALL

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APPLY: ................................................................................................................................... 69

2. WHERE EITHER THE LOADING PORT OR THE DELIVERY PORT IS WITHIN

THE EU, EXCISE DUTY WILL GENERALLY BE PAYABLE WHEN THE

PRODUCT LEAVES BONDED PREMISES AT THE PORT UNLESS: ............................. 69

3. IMPORTS INTO THE EU UNDER “PREFERENCE” FROM NON-EU STATES .............. 70

4. MOVEMENTS TO, FROM AND WITHIN EU STATES ..................................................... 70

5. MOVEMENTS BETWEEN EU STATES .............................................................................. 71

6. FOR EXPORTS FROM ITALY ............................................................................................. 71

7. COMPULSORY STORAGE .................................................................................................. 72

8. OTHER FISCAL DOCUMENTARY REQUIREMENTS ..................................................... 72

9. REACH ................................................................................................................................... 72

SCHEDULE D: ARAMCO TRADING CASUALTY PROCEDURE ............................................... 74

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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 and annexes hereto, as applicable, (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 or

established in accordance with the procedure specified in the Trade Confirmation within

which (i) in the case of a FOB, CIF or CFR Delivery, Valid NOR must be tendered by the

Vessel at the Loading Port or (ii) in the case of a DAP Delivery, Valid NOR must be tendered

by the Vessel at the Discharge Port.

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

2.4 “Annex” means an annex forming part of and duly incorporated into the General Terms and

Conditions.

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.

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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 2010 (as

amended from time to time), 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 “DAP” shall have the meaning ascribed to it in Incoterms 2010 (as amended from time to

time), except as modified by or inconsistent with the Agreement.

2.13 “Day” means a calendar day.

2.14 “Delivery” means placing or procuring to place the Product at the disposal of Buyer at the

time and place agreed upon, and means the parcel of Product Delivered in a single Shipment.

“Deliver” includes procure to be delivered and the term “Delivered” shall be construed

accordingly.

2.15 “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.

2.16 “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.

2.17 “EEA” means European Economic Area.

2.18 “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, CIF and DAP deliveries,

at the Discharge Port.

2.19 “EU” means the European Union.

2.20 “EU qualified” means that the Product is or will be in free circulation within the EU and not

subject to any import duties; “non-EU qualified” means Product that does not fall within the

meaning of “EU qualified”.

2.21 “Extraneous Material” means foreign material (such as bone, wood, metal, rocks, wire,

plastics and other impurities), other than that which results from recognized industry practice

for mining Product e.g. where the Product is petcoke, overburden and interburden (of shale,

limestone and claystone) provided that such overburden or interburden has a diameter of less

than 50 mm.

2.22 “FOB” shall have the meaning set out in Incoterms 2010 (as amended from time to time)

except as modified by or inconsistent with the Agreement and except that references therein

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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.

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

2.24 “Guaranteed Discharge Date(s)” shall have the meaning ascribed thereto in Section 46.1.4.

2.25 “ICS” means the International Chamber of Shipping.

2.26 “IMDG Code” means the International Maritime Dangerous Goods Code, 2012 Edition, or

whichever successor code is in force as at the Date of Delivery.

2.27 “IMO” means the International Maritime Organisation.

2.28 “IMSBC Code” means the International Maritime Solid Bulk Cargoes Code published by

the IMO, in the edition in force as at the Date of Delivery.

2.29 “Incoterms” and “Incoterms 2010” shall mean the 8th edition of the commercial terms as

published by the International Chamber of Commerce (as amended from time to time).

2.30 “Indicative Discharge Date(s)” shall have the meaning ascribed thereto in Section 46.1.2

and 46.1.3.

2.31 “ISO” means the International Organisation for Standardisation.

2.32 “Laytime” means the time allowed to Seller for loading (determined pursuant to Section 34

or the relevant Annex) or the time allowed to Buyer for discharge (determined pursuant to

Section 56 or the relevant Annex), as the case may be.

2.33 “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” fixed at 11:00 a.m. London time on the first Banking Day of the Month in

which the sum became due.

2.34 “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.

2.35 “MARPOL” and “MARPOL 73/78” means the International Convention for the Prevention

of Pollution from Ships 1973, as modified by the Protocol of 1978.

2.36 “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).

2.37 “Month” shall mean a Gregorian calendar month.

2.38 “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 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.

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2.39 “NOR” means a valid notice of readiness to load or discharge, as the case may be, as given

by the master of the Vessel (or his representative) to Seller (or its representative) at the

Loading Port or to Buyer (or its representative) at the Discharge Port respectively.

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

2.41 “Payment Documents” means documents as described in Section 7.4.

2.42 “Payment Security” means support for Buyer’s payment obligation as described in Section

7.11 or as provided for in the Trade Confirmation.

2.43 “Product” shall mean the bulk product or products as specified in the Trade Confirmation.

2.44 “REACH” means Regulation (EC) No. 1907/2006 of the European Parliament and of the

Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and

Restriction of Chemicals, establishing a European Chemicals Agency, amending Directive

1999/45/EC and repealing Council Regulation (EEC) No. 793/93 and Commission

Regulation (EC) No. 1488/94 as well as Council Directive 76/769/EEC and Commission

Directives 91/155/EEC, 93/105/EC and 2000/21/EC, as amended from time to time.

2.45 “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.

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

2.47 “Shipment” shall mean a part cargo, a cargo or cargoes of Product lifted by a single Vessel

under the Agreement.

2.48 “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.

2.49 “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

governmental, local or port authority) arising in connection with the Product, its sale,

transportation, ownership, delivery, export or use.

2.50 “Trade Confirmation” means the agreement in which these General Terms and Conditions

are incorporated by reference to form the Agreement.

2.51 “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.

2.52 “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 its representative), in the context of FOB

Deliveries, to the Seller (or its representative) at the Loading Port or, in the context of CIF,

CFR or DAP Deliveries, to the Buyer (or its representative) at the Discharge Port as

applicable.

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2.53 “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.

2.54 “Vessel” means a seafaring vessel which is wholly or mainly constructed or is adapted for the

carriage of Product.

2.55 “Year” shall mean twelve (12) consecutive Gregorian calendar Months.

3. INTERPRETATION

3.1 Section headings and Article 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 to include 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

The total quantity of Product 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 Agreement.

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 The Product shall be of uniform quality, substantially free of Extraneous Material and fully

suited for bulk sea transport. In the event that a Shipment is not free of Extraneous Material,

Buyer shall not be entitled to reject the Shipment, but Seller shall reimburse to Buyer all

reasonably incurred direct expenses arising from the removal of the Extraneous Material from

the Shipment in order to render it contamination free. For the purposes of this Section 5.3,

direct expenses shall be treated as reasonably incurred if Buyer has acted in good faith and

has used reasonable endeavours to mitigate such expenses and Buyer shall have no other

recourse to Seller in connection with such contamination.

5.4 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 EXCLUDED TO THE EXTENT PERMISSIBLE BY LAW.

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, save in the case of

DAP deliveries, in which case claims must be brought no later than thirty (30) Days after the

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Date of Delivery. 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 nine (9) 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 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 or quality or to meet the specifications shall not

exceed the Shipment Value of the Product.

7. PAYMENT

7.1 The price per unit and the Due Date in respect of the Shipment shall be 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.

Provisional payment

7.2 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:

7.2.1 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 this Agreement.

7.2.2 Buyer shall pay the provisional Shipment Value stated in the provisional invoice.

7.2.3 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.

7.2.4 Notwithstanding Section 7.9, no interest shall be due on the difference between Seller’s

provisional and final invoices.

No deductions/set-off

7.3 Payment of the full amount of all sums due under the Agreement shall be made without any

discount, deduction, withholding, offset or counterclaim.

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Payment Documents

7.4 Subject to Section 7.5, the Payment Documents to be presented by Seller shall be:

7.4.1 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 7.2 apply, a provisional

invoice; and

7.4.2 in respect of a delivery on an FOB, CIF or CFR basis, a full set of clean bills of lading issued

or endorsed to the order of Buyer; or

7.4.3 in respect of a delivery on a DAP basis, the certificates of quality and quantity referred to in

Section 42.1 and 42.3 or in the relevant Annex.

7.5 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.

Where 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.

7.6 Any discrepancy in the Payment Documents presented by Seller to Buyer shall be notified

promptly to Seller.

7.7 Notwithstanding any of the provisions at Sections 7.4 – 7.6, the Buyer may not delay

payment beyond the Due Date because Seller has failed to provide or delayed in providing

any of the Payment Documents, or because of alleged or actual discrepancies in the Payment

Documents, or because there is a dispute as to the Shipment Value.

Other sums due

7.8 The payment of any costs, expenses or charges other than the Shipment Value which arise

under the Agreement 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

7.9 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 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.

7.10 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.

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Payment Security

7.11 Seller shall be entitled on giving Buyer notice of not less than two (2) Banking Days, to

require and receive:

7.11.1 a standby letter of credit in accordance with the provisions of Sections 7.12 to 7.16; or

7.11.2 payment of cash in advance, in accordance with the provisions of Section 7.17.

Standby letter of credit

7.12 Where under the Agreement, or by virtue of the provisions of Section 7.11.1 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 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 standby letter of credit shall be

sufficient to cover the contractual mean value of the Product at the price per unit for the

Shipment and the maximum quantity of the Shipment (that is, the upper limit of any

operational or shipment tolerance or option) plus ten percent (10%).

7.13 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

fifteen (15) days after the final Due Date for the Shipment to which the letter of credit

applies.

7.14 All bank charges incurred in connection with the establishment of letters 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 loss or damage including but not limited to 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.

7.15 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.

7.16 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.

Cash in advance

7.17 Where, under the Trade Confirmation or by virtue of the provisions of Section 7.11.2, 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 7.11.2. Seller or Buyer as applicable shall

account to the other forthwith, and in no event later than five (5) Banking Days after receipt

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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 7.9, 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.

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 is

necessary to satisfy any enquiry of any tax authority.

9. FORCE MAJEURE

9.1 Subject to:

(a) compliance with the notice provisions in Section 9.4; and

(b) 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

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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, 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 where Seller is the Unaffected Party, Seller 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 shall be entitled to dispose freely of such undelivered Product

at its sole discretion;

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 or to supply from a source other than its intended source of supply 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).

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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 Material Safety Data Sheets

10.3.1 Buyer shall provide its employees, agents, contractors, customers and other persons to whom

it supplies the Product and all persons responsible for the management of health, safety and

environmental matters within its organisation delivered hereunder with either:

(a) a copy of a current MSDS and any other information relating to health, safety and

environmental data in connection with the Product delivered hereunder; or

(b) other comparable information relating to health, safety and environmental data in

connection with the Product delivered hereunder where performance of the obligations

under the Trade Confirmation is 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 data provided to it by Seller.

10.3.2 Buyer shall be responsible for any consequences or liability, including but not limited to loss,

damage or injury that result from the use of a MSDS or Other Information

10.3.3 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 or

safety or the environment.

10.4 Where either the Loading Port or Discharge Port is located within the EEA, Article 9 of

Schedule C shall apply.

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

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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

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 incidental,

consequential, indirect or special damages or losses to the other party, including (without

limitation) 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, 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, 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, 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.

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.

16. NOTICES

16.1 All notices and other communications by either party to the other (except for a Notice of

Readiness) shall be given in writing to the address details provided in the Trade Confirmation

or otherwise communicated by the other party and shall be effective when 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) by the other party or by

the person designated to act and/or receive notices on behalf of such other party.

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

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16.2.1 in the case of a communication by facsimile transmission, where an answerback is provided

and can be certified, 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.

18.2 For the purposes of this Section 18, “Restricted Jurisdiction” shall mean any country, state,

territory, 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

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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 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) 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 a 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, decisions, 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 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;

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

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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.

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,

11th 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 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

fourteen (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 in London, each party shall appoint an English solicitor to accept service of

proceedings relating to the Dispute within fourteen (14) days of a written request from the

other side to do so.

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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 LCIA arbitration 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 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.

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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.

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.

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PART II: FOB DELIVERIES

23. DELIVERY, TITLE AND RISK OF LOSS

In this Part II:

23.1 “Delivery Point” shall mean the point at which the Product is placed on board the performing

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 from the Delivery Point.

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 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 damage to any property of Seller, Seller’s supplier or the

Loading Port terminal operator, and the consequences of pollution to seawater before, during

or after loading caused through the fault of the Vessel or Buyer.

24. QUANTITY AND QUALITY

24.1 The quantity of bulk Product delivered shall be determined by a draft survey of each Vessel

as witnessed by an independent inspector jointly appointed by Seller and Buyer. Each party

shall bear fifty percent (50%) of the costs of the independent inspector. The certificate of

quantity/weight as certified by the independent inspector shall, except in cases of fraud or

manifest error, be final and binding for invoicing purposes and shall be deemed to be the Bill

of Lading quantity Delivered, subject to the rights of the parties to bring a claim in

accordance with Section 6 of Part I of the Agreement.

24.2 If Buyer is in breach of its warranty under Section 26.3, and the jointly appointed

independent inspector is unable to conduct a draft survey of Buyer’s Vessel, then Seller shall

have the right to reject and not load the Vessel, without prejudice to any other right or remedy

Seller may have under this Agreement. However, if Seller decides to continue with the

loading of the Vessel, then Seller’s determination of the quantity of Product loaded on

Buyer’s Vessel shall govern, and Buyer hereby agrees that in such case Seller’s quantity

determination shall be final and binding for invoicing purposes.

24.3 Testing of the quality of Product, unless otherwise stated in the Trade Confirmation, shall be

conducted by Seller/Seller’s representative in accordance with Seller's current practices.

24.4 Seller/Seller’s representative shall prepare certificates stating the quality of the Product which

shall be made available to both parties.

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SAMPLE

25.1 Seller/Seller’s representative shall (at Seller’s expense) take and retain samples of each

Shipment of Product and shall provide suitable storage accommodation for such

samples. Seller shall at all times ensure that sampling procedures are consistent with industry

practice.

25.2 Seller/Seller’s representative shall retain a sample of all Product loaded onto the Vessel for a

period of seventy-five (75) days from the date of loading. Thereafter, the sample shall be

discarded unless retention is specifically requested and justified in writing in each instance by

Buyer, in which event Seller/Seller’s representative shall retain the samples for a period of up

to one (1) year. Seller’s agreement that it or its representative will retain the samples for

longer than seventy-five (75) days shall not be unreasonably withheld.

25.3 If a party gives notice of a quality claim under Section 6 of Part I, both parties shall mutually

agree on an independent inspector to witness testing of, and a laboratory to test, the retained

sample. Any such testing shall be conducted in accordance with the industry standard

procedures generally consistent with ASTM procedures. The costs of such testing shall be

borne by the party which has given notice of the quality claim. The results of such testing

will be the final determination of the quality and shall be binding on both parties.

26. VESSEL NOMINATION

26.1 Each Vessel shall be nominated in writing by Buyer to Seller. Buyer’s nomination shall state

the following:

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 Vessel’s ETA at the Loading Port;

26.1.4 destination(s) of Product;

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

cargo;

26.1.6 full written instructions regarding the particulars and destination of the bills of lading and

such other customary Loading Port documentation as may be required by Buyer; and

26.1.7 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.

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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 Buyer warrants that the Vessel shall provide full and traceable hydrostatic data thereby

enabling the independent inspector appointed in accordance with Section 24.1 to compute the

weight of the cargo received on board by a draft survey calculation. Buyer further warrants

that the draft gauges shall be fully operational and accurate and that the draft marks shall be

fully legible.

26.4 Buyer must notify Seller of the Discharge Port(s) promptly and before the commencement of

loading. Once Buyer has notified Seller of the Discharge Port(s), the Buyer may only change

the Discharge Port(s) with Seller’s prior approval. Seller may withhold its approval at its sole

discretion.

27. VESSEL ACCEPTANCE

27.1 Buyer’s Vessel nomination shall not be effective unless it is received by Seller not later than

fifteen (15) days prior to the first Day of the Agreed Date Range. Notwithstanding the

foregoing, if the nomination is received by Seller after such fifteenth (15th) Day and is

accepted by Seller, it shall be effective. In the event that the Agreement is entered into fifteen

(15) Days or fewer prior to the first Day of the Agreed Date Range then the nomination must

be received by Seller no fewer than two (2) Days prior to the first Day of the Agreed Date

Range.

27.2 Any Vessel nomination must be approved by Seller and the nominated Vessel shall be rated

by ship vetting specialists Rightship (Pty) with a minimum of 3 (three) stars. 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 an accident

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 written notice of the proposed substitution 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 size of the substitute Vessel and the quantity to be loaded shall not, without the prior

written consent of Seller, differ materially from the size of the Vessel previously named and

the quantity specified in the nomination;

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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 shall be no later than five (5) rather than fifteen

(15) 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. Any delay in loading shall be a breach of warranty which shall

entitle Buyer to recover demurrage only.

29.3 Buyer shall procure that the Vessel’s owner, master, or his representative gives the Loading

Port notices of the Vessel’s ETA, with copy to Seller, 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.

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 or time lost because of such variance to

Buyer.

30. LOADING AND LOADING CONDITIONS

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.

Berth, wharfage, dockage and quay fees imposed at the Loading Port shall also be borne by

Buyer. The Vessel shall, however, be free of wharfage, dockage and quay dues at loading

Berths.

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30.3 Before commencing the loading of any Vessel, Seller shall have the right to inspect such

Vessel and/or its holds to determine whether the Vessel complies with Loading Port and any

applicable local or government regulations.

30.4 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.

30.5 Seller shall have the right at its sole discretion to reject such Vessel if it determines that there

is a safety and/or pollution risk in loading such Vessel.

30.6 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.

30.7 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, Section 9 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.

30.8 If the Berth selected by Seller requires Buyer’s Vessel to be loaded by means of a ship-to-

ship transfer, such Berth shall be subject to Buyer’s vetting procedures. Any ship-to-ship

transfers or lightering operations shall be carried out in accordance with industry practice

including the procedures set out in the ICS Ship-to-Ship transfer guides.

30.9 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 shall only be carried out outside port limits and at Buyer’s sole risk.

30.10 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 demurrage, 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.

30.11 Buyer shall inform Seller immediately and in full if the nominated Vessel is involved in any

health, safety, or environmental incident affecting the Vessel before its nomination or

between its nomination and completion of discharge.

31. TENDER OF NOTICE OF READINESS (NOR)

31.1 Valid NOR for the Vessel shall be tendered, Berth or no Berth, no earlier than the arrival

anchoring time or, if the Vessel berths on arrival, no earlier than the pilot boarding time.

- 28 -

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

31.3 Valid NOR shall be accepted by Seller (or its representative) when the Vessel is in the

loading Berth, in free pratique, with its gear showed clear of the hatch openings, hatches

opened and Vessel ready to load in all respects as far as weather permits, and in compliance

with these terms and conditions.

32. LAYTIME COMMENCEMENT

32.1 The commencement of Laytime shall be determined as follows:

32.1.1 Prior to the first Day of the Agreed Date Range:

If the Vessel's Valid NOR is tendered prior to 00:01 hours local time on the first Day of the Agreed Date Range, used 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.

32.1.2 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, used Laytime shall commence six (6) hours after such NOR is tendered or whenever the Vessel is "all fast" in Berth, whichever occurs first.

32.1.3 After the last Day of the Agreed Date Range:

If a Vessel arrives after 24:00 hours local time on the last Day of the Agreed Date Range or for reasons not due to the fault of Seller is not ready to load prior to such time, and is accepted by the Seller, used Laytime shall commence when Seller confirms that the Vessel is “all fast” in Berth.

32.1.4 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.

33. COMPLETION OF USED LAYTIME

33.1 Time shall cease to run upon completion of loading. However, time shall recommence two

(2) hours after completion of loading 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.

33.2 In the event that the Vessel or Buyer disputes the Seller’s figures for quantities loaded and

Seller delays the Vessel for additional measurement checks after completion of loading and

such measurement checks show that:

33.2.1 Seller’s initial shore measurement quantities were in error, used Laytime shall cease upon the

release of the Vessel at anchorage.

33.2.2 Vessel’s initial measurement quantities were in error, used Laytime shall cease upon

completion of loading.

33.3 If such measurement checks show that both Vessel's initial measurement quantities and Seller

initial shore measurement quantities were in error, one-half of the time spent between

completion of loading and release of the Vessel shall count as used Laytime.

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33.4 In the event that the Vessel has been released with an unresolved ship/shore difference where

it is not known whether Seller’s measurement or Vessel’s measurement was in error, one half

of the time between completion of loading and release of the Vessel at anchorage shall count

as used laytime.

34. LAYTIME ALLOWANCES

34.1 The time allowed to Seller as Laytime for the loading of the quantity of the Product

deliverable hereunder to the Vessel shall be:

34.1.1 such time as is specified in the Trade Confirmation; or

34.1.2 in the case of loading a full cargo and where no time is specified in the Trade Confirmation,

thirty-six (36) running hours; or

34.1.3 in the case of loading a part cargo lot, and where no time is specified in the Trade

Confirmation, that proportion of thirty-six (36) running hours, as the case may be, which the

quantity of the Product in the Shipment plus five percent (5%), bears to the total quantity of

Product loaded on the Vessel at the Loading Port(s),

34.1.4 all days and holidays included unless loading on the Day or holiday in question is prohibited

by law or regulation at the Loading Port.

34.2 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, but 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.

34.3 If, by reason of the Vessel's construction or by action of Buyer or the Vessel's Master, the

Vessel cannot be loaded with Product at the loading port average loading rates, the Vessel

shall be considered a slow loader and the resulting increase in loading time will be added to

the allowed Laytime and shall not count as used Laytime or demurrage. In addition Buyer

shall be responsible for all additional costs, including those resulting from used Laytime or

demurrage incurred on other vessels waiting to load or discharge, which are incurred by

Seller as a result of the reduction in the rate at which the Vessel is loaded.

35. USED LAYTIME DEDUCTIONS

35.1 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):

35.1.1 if, after Valid NOR is tendered and accepted, a Vessel is delayed getting into berth or for the

commencement of loading for any reason not attributable to Seller;

35.1.2 where Seller is neither the terminal operator nor in control of any of the terminal operations,

the inward passage, including time spent awaiting tugs, or pilots until the Vessel is securely

moored at the Berth;

35.1.3 awaiting daylight, ship lining up, free pratique, customs clearance, immigration or

administrative requirements or reasons of similar nature beyond Seller’s control;

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35.1.4 preparing for and handling or shifting of ballast, bilges, slops or other substances or

bunkering unless carried out concurrently with normal cargo operations;

35.1.5 inspection of Vessel's holds for suitability to receive Product, cleaning of Vessel holds, 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;

35.1.6 time for maneuvering and connection of the loading apparatus in excess of one (1) hour (if

this operation is performed by the Vessel’s crew);

35.1.7 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;

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

35.1.9 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, Seller’s supplier and/or breakdown

of producing/loading machinery or equipment, which is not otherwise declared to be Force

Majeure;

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

the Kingdom of Saudi Arabia;

35.1.11 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);

35.1.12 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;

35.1.13 any additional time resulting from Seller’s decision to load a Vessel with characteristics at

variance from the requirements of Section 26;

35.1.14 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;

35.1.15 delays or interruption in Product loading including shifting the Vessel, due to loading of

different grades (or previously agreed upon cargo sequence of loading) de-ballasting and

bunkering to the extent that this is not concurrent with loading of the Product. Additionally, if

the Vessel's bunkering operation causes delays to other vessels, Buyer shall be liable for all

such associated costs. Seller retains the right to stop bunkering the Vessel, without prejudice,

and to carry out other previously scheduled vessel loadings;

35.1.16 any lost time caused by separation between parcels within the Vessel's compartments

required by Seller or vessel master shall be at Buyer's risk and expense;

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35.1.17 all time lost due to opening and closing of hatches at commencement and completion of

loading shall be at Buyer’s risk and expense;

35.1.18 time lost as the result of the Vessel being prohibited from or unable to load at night, in

relation to which Buyer warrants that the Vessel is capable of loading at night and Buyer

shall make available sufficient on-board lighting for night work both on deck and in holds

free of expense to Seller; and

35.1.19 time lost due to weather and/or ice and/or pollution; and

35.1.20 if Vessel is ordered off the Berth, used Laytime shall re-commence upon the start of loading.

36. DEMURRAGE

36.1 Demurrage shall be payable per running hour and "pro rata" for any part of an hour for all

time by which used Laytime exceeds the allowed Laytime, as follows:

36.1.1 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.

36.1.2 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:

(a) the total allowed Laytime at the Loading Port has been exceeded; and

(b) 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.

36.2 Where the Delivery made under the Agreement is co-loaded with Product being delivered

onto the Vessel by another supplier at the same Berth, Seller shall only be liable for that

proportion of the demurrage equal to the ratio of the volume delivered by Seller as against the

total volume loaded onto the Vessel at that Berth.

36.2.1 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.

37. DEMURRAGE RATE DETERMINATION

37.1 The rate of demurrage shall be the lower of the actual charter party demurrage rate as stated

in the relevant charter party (entered into by Buyer or its Affiliates in respect of the

performing Vessel) and the prevailing average market rates as determined in accordance with

Section 37.2.

37.2 The prevailing market rate of demurrage shall be based on the Monthly average of the Baltic

Exchange Handysize Index (BSHI) freight assessment rates in US Dollars per Metric Ton for

the Time Charter Routes as published by the Baltic Exchange for the Month during which

loading is completed.

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38. DEMURRAGE CLAIM SUBMISSION

38.1 Notice of any demurrage claim by one party shall be submitted to the other party in writing

with full supporting documentation, within sixty (60) days from the original Bill of Lading

date; claims submitted later shall be deemed to have been waived and shall be null and void.

38.2 With respect to any disputed demurrage claim for which notice is given in accordance with

this Section 38, 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 and

shall be null and void.

39. VESSEL CARGO HOLD INSPECTION

39.1 If an independent inspector boards a Vessel to inspect the cargo holds 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.

40. COMPLIANCE WITH ISPS CODE

40.1 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”).

40.2 The Vessel shall when required submit a Declaration of Security (“DoS”) to the appropriate

authorities prior to arrival at the Loading Port.

40.3 Notwithstanding any prior acceptance of the Vessel by Seller, if at any time prior to the

passing of risk and title the Vessel ceases to comply with the requirements of the ISPS Code:

40.3.1 Seller shall have the right not to berth such nominated Vessel and any demurrage resulting

shall not be for the account of Seller;

40.3.2 Buyer shall be obliged to substitute such nominated Vessel with a Vessel complying with the

requirements of the ISPS Code; and

40.3.3 Buyer shall procure that disposal of dirty ballast or other substances by the performing Vessel

shall be in accordance with MARPOL 73/78.

40.4 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 for the account of Seller, including but not limited to the time required or costs incurred by

the Vessel in taking any action or any special or additional security measures required by the

ISPS Code or MARPOL.

40.5 Any loss, damage, expense or delay suffered by the Vessel due to the failure of such Vessel

or the Buyer to comply or ensure compliance by the Vessel with the requirements of the ISPS

Code or MARPOL shall be solely for the Buyer’s account.

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PART III: CIF, CFR AND DAP DELIVERIES

41. DELIVERY, TITLE AND RISK OF LOSS

41.1 In this Part III:

41.1.1 Where the agreed delivery basis is CIF or CFR Delivery Point, “Delivery Point” shall mean

the point at which the Product is placed on board the performing Vessel at the Loading Port;

and

41.1.2 Where the agreed delivery basis is DAP Delivery Point, “Delivery Point” shall mean the

point at which the Product is placed at the disposal of Buyer on Seller’s Vessel ready for

unloading by Buyer at the Discharge Port.

41.2 Where the delivery basis stated in the Trade Confirmation is DES or “Delivered Ex-Ship” or

simply “Ex-Ship”, it shall be deemed to be a delivery on a DAP basis and Part I and Part III

(and the Annexes, where relevant) of this Agreement will apply in respect of such transaction

as if it were a DAP delivery.

41.3 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.

41.4 Any loss occurring at the Delivery Point shall be Buyer’s responsibility and the amount lost

shall be deemed to have been Delivered to Buyer. In the case of DAP deliveries, Seller shall

be liable for any damage to any property of Buyer or the Discharge Port terminal operator,

and the consequences of pollution to seawater before, during or after discharge caused

through the fault of Seller or the Vessel.

41.5 In the case of delivery as a part cargo lot where the Product deliverable hereunder is not

identifiable or ascertainable on board Seller’s Vessel separately from Product destined for

receivers other than Buyer, risk and property in the Product shall pass in accordance with

Section 41.3 and Buyer shall be an owner in common of the bulk with the other receivers,

each owning a proportion of the bulk represented by their respective bills of lading to the

total quantity recorded on all the bills of lading issued in respect of the bulk.

41.6 In the case of CIF and CFR deliveries, 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 or, if the Vessel is named in the relevant Trade Confirmation, title shall pass from

Seller to Buyer at the time that the Trade Confirmation is agreed by the parties.


42.1 The quantity of bulk Product Delivered shall be determined by a draft survey of each Vessel

as witnessed by an independent inspector jointly appointed by Seller and Buyer. Each party

shall bear fifty percent (50%) of the costs associated with the independent inspector. The

certificate of quantity/weight as certified by the independent inspector shall, except in cases

of fraud or manifest error, be final and binding for invoicing purposes and shall be deemed to

be the Bill of Lading quantity Delivered, subject to the parties’ rights to bring a claim in

accordance with Section 6 of Part I of the Agreement.

- 34 -

42.2 Testing of the quality of Product, unless otherwise stated in the Trade Confirmation, shall be

conducted by Seller/Seller’s representative in accordance with Seller’s current practices.

42.3 Seller/Seller’s representative shall prepare certificates stating the quality of the Product which

shall be made available to both parties.


SAMPLE

43.1.1 Seller/Seller’s representative shall (at Seller’s expense) retain samples of the Product loaded

on the Vessel and shall provide suitable storage accommodation for such samples.

43.1.2 Seller/Seller’s representative shall retain a sample of all Product loaded onto a Vessel for a

period of seventy-five (75) days from the date of loading. Thereafter, the samples shall be

discarded unless retention is specifically requested and justified in writing in each instance by

Buyer, in which event Seller/Seller’s representative shall retain the samples for a period of up

to one (1) year. Seller’s agreement that it or its representative shall retain the samples for

longer than seventy-five (75) days shall not be unreasonably withheld.

43.1.3 If a party gives notice of a quality claim under Section 6 of Part I, both parties shall mutually

agree on an independent inspector to witness the testing of, and a laboratory to test, the

retained sample. Any such testing shall be conducted in accordance with the industry

standard procedures generally consistent with ASTM procedures. The costs of such testing

shall be borne by the party which has given notice of the quality claim. The results of such

testing will be the final determination of the quality and shall be binding on both parties.

44. PART CARGO LOTS DELIVERED CFR OR CIF

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

outturn quantity (determined at each Discharge Port) which was discharged at its Discharge

Port. 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 10%. Such insurance, which shall operate

from the time risk passes at the Loading Port until the Vessel finishes unloading 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.

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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 incurs for Seller 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:

(a) 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;

(b) to transit or to proceed to or to remain in waters where war (de facto or de jure) is

present or imminent; or

(c) 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, 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

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 FIRM AND INDICATIVE AND GUARANTEED

DISCHARGE DATES

46.1 In the case of CIF and CFR Deliveries:

46.1.1 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

- 36 -

loading would be effected or completed outside the Agreed Date Range or outside any other

period specified in the Trade Confirmation.

46.1.2 Where the Agreed Date Range is specified in the Trade Confirmation, if Seller also 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. 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.

46.1.3 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

61 below.

46.1.4 If the Seller and the Buyer expressly provide in the Trade Confirmation that the nominated

Vessel shall be guaranteed to arrive at the Discharge Port within a date or range of dates

(“Guaranteed Discharge Dates”), Seller must ensure that the nominated Vessel tenders

Valid NOR at the Discharge Port within the Guaranteed Discharge Dates. The

commencement of Laytime shall be determined in accordance with Section 61 below.

46.2 In the case of DAP Deliveries:

46.2.1 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 Discharge

Port, notwithstanding that discharge could be effected or completed outside the Agreed Date

Range or outside any other period specified in the Trade Confirmation.

46.2.2 The commencement of Laytime shall be determined in accordance with Section 54.4 below.


47.1 In the case of CIF/CFR Deliveries, 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 Loading Port;

47.1.3 Vessel’s ETA at the Loading Port and, if Indicative Discharge Dates or Guaranteed

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

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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.

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:

47.3.1 the final Discharge Port(s), if not already specified in the Trade Confirmation. Seller’s

approval thereto shall be required in writing within one (1) Business Day thereafter, such

approval not to be unreasonably withheld. No change to the final Discharge Port(s) so

nominated or specified shall be made without Seller’s prior written acceptance which shall

not be unreasonably withheld;

47.3.2 if the Trade Confirmation provides a range within which a Discharge Port or Ports may be

nominated, Seller’s approval to each Discharge Port shall be required in writing within one

(1) Business Day after any valid nomination, such approval not to be unreasonably withheld;

and

47.3.3 full written instructions regarding the particulars and destination of 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 In the case of DAP Deliveries, each Vessel shall be nominated in writing by Seller to Buyer.

Seller’s nomination shall state the following:

47.5.1 name, summer deadweight and length, date built and flag of Vessel to be discharged;

47.5.2 Vessel’s agents at the Discharge Port;

47.5.3 Vessel’s ETA at the Discharge Port;

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

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

47.6 Vessel nominations shall be in accordance with Discharge 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

Discharge Port. Seller shall be deemed to be fully familiar with the requirements of the

Discharge Port and shall nominate a Vessel that can comply with such requirements. Seller

warrants that the Vessel will be suitable for the carriage of the Product.

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47.7 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 47.5, notify

Seller of:

47.7.1 the final Discharge Port(s), if not already specified in the Trade Confirmation. Seller’s

approval thereto shall be required in writing within one (1) Business Day thereafter, such

approval not to be unreasonably withheld. No change to the final Discharge Port(s) so

nominated or specified shall be made without Seller’s prior written acceptance which shall

not be unreasonably withheld;

47.7.2 if the Trade Confirmation provides a range within which a Discharge Port or Ports may be

nominated, Seller’s approval to each Port shall be required in writing within one (1) Business

Day after any valid nomination, such approval not to be unreasonably withheld; and

47.7.3 full written instructions regarding the particulars and destination of the bills of lading.

48. VESSEL ACCEPTANCE

48.1 The Vessel Nomination shall not be effective unless received by Buyer not later than five (5)

days prior to the first Day of the Agreed Date Range. Notwithstanding the foregoing, if the

nomination is received by Buyer after such fifth (5th) Day and is accepted by Buyer, it shall

be effective. In the event that the Agreement is entered into five (5) Days or less prior to the

first Day of the Agreed Date Range then the nomination must be received by Buyer no less

than two (2) Days prior to the first Day of the Agreed Date Range.

48.2 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 has

previously accepted a Vessel nomination, Buyer nevertheless has the right to reject the Vessel

if such Vessel has been involved in an accident or more recent information regarding such

Vessel becomes available to Buyer which indicates that the information relied on by Buyer in

previously accepting the Vessel was materially incorrect or incomplete.

48.3 If Buyer chooses to accept a late nomination or 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.

48.4 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.

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 written notice of the proposed substitution to Buyer 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;

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49.1.2 the size of the substitute Vessel and the quantity to be loaded shall not, without the prior

written consent of Buyer, differ materially from the size of the Vessel previously named and

the quantity specified in the original nomination.

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. ALTERNATIVE OR RANGE OF DISCHARGE PORT(S)

50.1 Where Buyer exercises any Discharge Port options in accordance with the Trade

Confirmation:

50.1.1 the price per unit stated in the Trade Confirmation shall be adjusted by the freight differential

calculated in accordance with the relevant charter party terms or, if the Vessel has not been

voyage chartered, such rate as shall be mutually agreed between the parties in respect of such

Discharge Port, provided always that any delays arising out of such failure to agree shall be

for Buyer’s account; and

50.1.2 Buyer shall be liable for any additional costs incurred by Seller, including but not limited to

deviation costs and costs in respect of any additional bunker consumption.

50.2 Prior to loading, Buyer shall notify Seller of the intended Discharge Port for the Shipment. If

the intended Discharge Port is not one of the options in the Trade Confirmation, Seller shall

agree to the choice of Discharge Port prior to loading. Seller may withhold its agreement at

its sole discretion. If Buyer fails to notify Seller of such Discharge Port choice, or Seller does

not agree to such Discharge Port, Seller can suspend loading.

51. VESSEL ARRIVAL

51.1 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.


51.2.1 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.

51.2.2 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.

51.2.3 If Guaranteed Discharge Dates have been agreed and the Vessel arrives in advance of the first

of the Guaranteed Discharge Dates and if port conditions and the stock position of Buyer

permit earlier acceptance, Buyer may in its sole discretion, upon the request of Seller or with

Seller’s agreement, accept such Vessel for early berthing.

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51.2.4 If the Vessel arrives later than the last of the Guaranteed Discharge Dates, then Buyer may

accept such Vessel for berthing without prejudice to its rights to claim damages under the

Agreement.


51.3.1 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.

51.3.2 If the Vessel arrives in advance of the first Day of the Agreed Date Range and if port

conditions and the stock position of Buyer permit earlier acceptance, Buyer may in its sole

discretion, upon the request of Seller or with Seller’s agreement, accept such Vessel for early

berthing.

51.3.3 If the Vessel arrives later than the last Day of the Agreed Date Range, then Buyer may accept

such Vessel for berthing without prejudice to its rights to claim damages under the

Agreement.

51.4 If the actual characteristics of the Vessel vary from those contained in the nomination as

accepted or as otherwise agreed between the parties, Buyer shall have the option of:

51.4.1 refusing the Vessel; or

51.4.2 discharging the Vessel and charging any additional costs or time lost because of such

variance to Seller.

52. DISCHARGE

52.1 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 Discharge Port,

consular fees, notary public fees and/or chamber of commerce fees shall be borne by Seller.

Berth, wharfage, dockage and quay fees imposed at the Discharge Port shall also be borne by

Seller. The Vessel shall, however, be free of wharfage, dockage and quay dues at loading

Berths.

52.2 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, Section 9 and Section 52.1) 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.

52.3 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 discharge machinery and

facilities necessary for the discharging of Seller’s Vessel.

52.4 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

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cargo and irrespective of the port scheduling of the Vessel. Failure to comply with this term

shall entitle Buyer to refuse to berth the named Vessel. Any costs incurred by Seller in

providing a substitute Vessel, or lightering and/or transshipping the Product at the Discharge

Port including demurrage shall be for the account of Seller.

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

52.6 Buyer shall have the right to shift the Vessel from one Berth to another. All costs, including

but not limited to damages for delay, shall be for Buyer’s account if such shifting is for

Buyer’s purposes and otherwise shall be for Seller’s account.

52.7 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.

52.8 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.

52.9 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.

52.10 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.

52.11 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.


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 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 port.


For pricing purposes, NOR shall refer to the date Valid NOR is tendered at the Discharge

Port, and NOR shall be deemed to have been tendered at the Discharge Port as follows:

53.2.1 Where Valid NOR is tendered prior to 00:01 hours local time on the first Day of the Agreed

Date Range, NOR shall be deemed to have been tendered at the earlier of the time when the

Vessel is “all fast” in Berth or 06:00 hours local time on the first Day of the Indicative

Discharge Dates or the Guaranteed Discharge Dates.

53.2.2 Where Valid NOR is tendered between 00:01 and 24:00 hours local time during the Agreed

Date Range, NOR shall be deemed to have been tendered at the earlier of the time when the

Vessel is “all fast” in Berth or six (6) hours after such NOR is tendered.

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53.2.3 Where Valid NOR is tendered after the last Day of the Agreed Date Range and is accepted by

the Buyer, NOR shall be deemed to have been tendered when the Vessel is “all fast” in berth.

54. LAYTIME COMMENCEMENT

54.1 In the case of CIF and CFR Deliveries with no Guaranteed Discharge Dates, Laytime

shall commence Berth or no Berth either:

54.1.1 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; or

54.1.3 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, subject to the availability of a Berth and of

Product.

54.2 In the case of CIF and CFR Deliveries with Guaranteed Discharge Dates, Laytime shall

commence Berth or no Berth either:

54.2.1 Prior to the first Day of the Guaranteed Discharge Dates:

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

54.2.2 During the Guaranteed Discharge Dates:

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

54.2.3 After the last Day of the Guaranteed Discharge Dates:

If a Vessel arrives after 24:00 hours local time on the last Day of the Guaranteed Discharge Dates or for reasons not due to the fault of Seller is not ready to discharge prior to such time, and is accepted by Seller (subject to the availability of a Berth and of Product), used Laytime shall commence when Buyer confirms that the Vessel is “all fast” in Berth.

54.3 For a Vessel accepted on a best endeavours basis, used Laytime shall commence when the


Product.

54.4 In the case of DAP Deliveries, Laytime shall commence Berth or no Berth either:

54.4.1 Prior to the first Day of the Agreed Date Range:

If the Vessel's Valid NOR is tendered prior to 00:01 hours local time on the first Day of the Agreed Date Range, used 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.

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54.4.2 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, used Laytime shall commence six (6) hours after such NOR is tendered or whenever the Vessel is "all fast" in Berth, whichever occurs first.

54.4.3 After the last Day of the Agreed Date Range:

If a Vessel arrives after 24:00 hours local time on the last Day of the Agreed Date Range or for reasons not due to the fault of Seller is not ready to discharge prior to such time, and is accepted by Seller (subject to the availability of a Berth and of Product), used Laytime shall commence when Buyer confirms that the Vessel is “all fast” in Berth.

54.5 For a Vessel accepted on a “best endeavours” basis, used Laytime shall commence when the


Product.


55.1 Time shall cease to run upon completion of discharge. However, time shall recommence two

(2) hours after completion of discharge 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.


56.1 The time allowed to Buyer as Laytime for the discharge of the quantity of the Product

deliverable by the Vessel shall be:


56.1.2 in the case of discharge of a full cargo lot and where no time is specified in the Trade

Confirmation, thirty-six (36) running hours; or

56.1.3 where no time is specified in the Trade Confirmation, in the case of discharge of a part cargo

lot, that proportion of thirty-six (36) running hours, which the quantity of the Product in the

Shipment, plus 5 percent, bears to the total quantity of Product loaded on the Vessel at the

Loading Port(s),

56.1.4 all days and holidays included unless unloading on the Day or holiday in question is

prohibited by law or regulation at the Discharge Port.

56.2 If Seller fails to give any notice of ETA at least twenty-four (24) hours in advance of arrival

of any Vessel, in accordance with Section 51, the Laytime allowed for Buyer 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 elapse before such notice of ETA was received

by Buyer.

56.3 If, by reason of Vessel's construction or by action of Seller or the Vessel's Master, the Vessel

cannot be discharged at the discharge port average receiving rates, the Vessel shall be

considered a slow discharger and the resulting increase in discharging time will be added to

the allowed Laytime and shall not count as used Laytime or demurrage. In addition Seller


demurrage incurred on other vessels waiting to load or discharge which are incurred by Buyer

as a result of the reduction in the rate at which the Vessel is discharged.

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56.4 The following shall apply to the discharge of two (2) or more types of product:

56.4.1 If a Vessel is required to discharge two (2) or more types of product and the Discharge Port

facilities and availability of Product permit those product types to be discharged concurrently,

only the time required for the discharge of the type of product with the largest quantity shall

count against allowed Laytime.

56.4.2 In the event that the Vessel is capable of discharging two (2) or more types of product

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.


57.1 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 by which 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.

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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:

(a) the total allowed Laytime at the Discharge Port has been exceeded; and

(b) 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.

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 The rate of demurrage shall be the actual charter party demurrage rate as stated in the relevant

charter party (entered into by Seller or its Affiliates in respect of the performing Vessel).

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 sixty (60) days from the date of completion of

discharge; claims submitted later shall be deemed to have been waived and shall be null and

void.

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 and

shall be null and void.

61. TIME ALLOWED AND DAMAGES FOR DELAY UNDER INDICATIVE AND

GUARANTEED DISCHARGE DATE CONTRACTS


61.1.1 Should the Vessel arrive at the Discharge Port such that running hours pursuant to Sections

54.1 or 54.2 above commence at a time within the range of the Indicative Discharge Dates or

the Guaranteed Discharge Dates, then the time allowed and damages for delay shall be

computed in all respects in accordance with Sections 55 – 59.

61.1.2 Should the Vessel arrive at the Discharge Port such that running hours pursuant to Section

Sections 54.1 or 54.2 above would commence at a time prior to the first Day of the Indicative

Discharge Dates or the Guaranteed 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/Guaranteed

Discharge Dates or on commencement of discharge, whichever is earlier.

61.1.3 Should the Vessel arrive at the Discharge Port after the last Day of the Indicative Discharge

Dates or the Guaranteed Discharge Dates, then Section Sections 54.1 or 54.2 shall be

modified to the extent that running hours shall commence Berth or no Berth 36 hours after

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NOR is tendered or on commencement of discharge, whichever is the earlier. Save as

aforesaid, Sections 55-59 shall apply in full.

62. CHARTER PARTY CONDITIONS


62.1.1 Subject always to any provisions for payment and documents pursuant to Section 7, Seller

may arrange shipment under bills of lading which incorporate charter party conditions

normally in use for Vessels. Without prejudice to the generality of the foregoing, such

conditions shall be deemed to include:

(a) the provision that the Product shall be discharged from the Vessel at the Vessel’s

expense;

(b) the provision that if, at any time after loading but before commencement of

discharge:

(i) importation of the Product comprising the Shipment at the port at which

discharge was to have taken place is prohibited under the laws of the country in

which such Product was produced, or by regulations, rules, directives or

guidelines applied by the government of that country or any relevant agency

thereof; and/or

(ii) the country, state, territory or region at which discharge was to have taken

place becomes a Restricted Jurisdiction (as defined in Section 18.2); the

Shipment shall be discharged at an alternative safe port nominated by Buyer

which is not subject to any such prohibition and which is acceptable to Seller

(which acceptance shall not be unreasonably withheld).

62.1.2 If any prohibition referred to in Section 62.1.1(b)(ii) becomes applicable, such alternative

port shall be deemed to be the Discharge Port stipulated under the Agreement for the

Shipment in question and all extra expenses (if any) involved in the Vessel’s reaching such

alternative Discharge Port and/or in the discharge of the Shipment thereat shall be for Buyer’s

account.

62.1.3 Where Buyer, by written instruction, specifically requests that Seller discharge a quantity of

Product either:

(a) without bills of lading being available for presentation to the Vessel’s master at the

Discharge Port; and/or

(b) at a Discharge Port other than that named in the bill of lading; and/or

(c) that is different from the bill of lading quantity, and

Seller discharges the Product in accordance with such Buyer’s written instructions, then Buyer shall indemnify and hold Seller harmless against any liability, loss or damage (including legal costs as between attorney or solicitor and client as associated expenses) which Seller may sustain by reason of delivering the Product in accordance with Buyer’s instructions.

62.1.4 Where Buyer, by written instruction to Seller, requests that the Vessel:

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(a) co-mingle different grades of cargo belonging to Buyer;

(b) otherwise breach the Vessel’s natural segregation; or

(c) 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 Buyer shall indemnify and hold Seller harmless against any liability, loss, damage, delay or expense which Seller may sustain by reason of complying with Buyer’s request. The indemnity given by Buyer to Seller shall be no less in scope than the indemnity required by the Vessel owner to comply with Buyer’s request.

62.1.5 Without prejudice to Buyer’s obligations, Seller undertakes in all cases to settle freight and

demurrage due to the shipowners.

63. VESSEL CARGO HOLD INSPECTION

63.1 If an independent inspector boards a Vessel to inspect the cargo holds 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.

64. COMPLIANCE WITH ISPS CODE

64.1 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”).

64.2 The Vessel shall when required submit a Declaration of Security (“DoS”) to the appropriate

authorities prior to arrival at the Discharge Port.

64.3 Notwithstanding any prior acceptance of the Vessel by Buyer, if at any time prior to the

passing of risk and title the Vessel ceases to comply with the requirements of the ISPS Code:

64.3.1 Buyer shall have the right not to berth such nominated Vessel and any demurrage resulting

shall not be for the account of Buyer;

64.3.2 Seller shall be obliged to substitute such nominated Vessel with a Vessel complying with the

requirements of the ISPS Code or MARPOL; and

64.3.3 Buyer shall procure that disposal of dirty ballast or other substances by the performing Vessel

shall be in accordance with MARPOL 73/78.

64.4 Any costs or expenses in respect of the Vessel including demurrage or any additional charge,

fee or duty levied on the Vessel at the Discharge Port and actually incurred by Seller resulting

directly from the failure of the Discharge Port/installation to comply with the ISPS Code shall

be for the account of Buyer, including but not limited to the time required or costs incurred

by the Vessel in taking any action or any special or additional security measures required by

the ISPS Code or MARPOL.

- 48 - EME_ACTIVE-554012458.1

ANNEX A:

SALE & PURCHASE OF SULPHUR PRODUCTS

1. APPLICABILITY OF THIS ANNEX A

This Annex A shall govern the sale and purchase of sulphur, as specified in the relevant Trade

Confirmation.

PART I: FOB DELIVERIES OF SULPHUR

2. APPLICABILITY OF THIS ANNEX A, PART I

2.1 The provisions of this Annex A, Part I shall apply where: (a) the parties have agreed to the

sale and purchase of sulphur, (b) in bulk quantities, (c) on FOB terms, (d) in circumstances

where Aramco Trading is Seller, and (e) where the Loading Port is located at Port of Rabigh,

Port of Yanbu or King Fahad Industrial Port in Jubail (or such other port or terminal also

located in the Kingdom of Saudi Arabia), as specified in the applicable Trade Confirmation.

2.2 For the sale and purchase of sulphur on FOB terms in accordance with the above Article 2.1

the provisions of Part I and Part II of these GTCs shall apply save where amended by or

inconsistent with the provisions of this Annex A, Part I.

2.3 In the event of any conflict, ambiguity or inconsistency between the provisions in this Annex

A, Part I and Parts I and II of these GTCs, the provisions specified in this Annex A, Part I

shall prevail.

2.4 In this Annex A, Part I, “Product” means any bulk sulphur cargo(es) as specified in the

applicable Trade Confirmation.


3.1 In addition to the Buyer’s warranties given in accordance with Section 26 of Part I, Buyer

warrants that:

3.1.1 the Vessel will be a modern bulk carrier suitable for carriage of the Product;

3.1.2 the 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; and

3.1.3 the Vessel shall be operated and maintained to fully comply with the latest IMO, IMSBC

Code and IMDG Code recommendations.


4.1 In addition to the provisions set out at Section 30 of Part I:

4.1.1 Buyer acknowledges that the Product is potentially flammable and a highly corrosive

substance;

4.1.2 Buyer warrants that the Master and crew of the Vessel are fully familiar with the properties

and carriage of Product;

4.1.3 Buyer warrants that the Vessel is suitable for the carriage of Product, including but not limited

to having holds which are cleaned to a “grain clean” condition and then lime washed /

protective coated, and a fully functioning bilge system;

- 49 -

4.1.4 Buyer assumes all risks associated with the handling, carriage and storage of Product

subsequent to delivery by Seller and shall defend, indemnify and hold harmless Seller, to the

fullest extent permissible under applicable law, from and against all claims, demands and

causes of action for personal injury, death and for loss of or damage to property (including but

not limited to corrosion of the Vessel) resulting therefrom;

4.1.5 Buyer will take all measures it considers appropriate to protect against the foregoing risks and

shall adhere to applicable industry guidelines including those recommended by the IMO and

other governmental or technical bodies concerned with the safe carriage of materials; and

4.1.6 Buyer shall inform Seller immediately and in full if the nominated Vessel is involved in any

health, safety or environmental incident after nomination.


5.1 In addition to the requirements for tendering Valid NOR set out at Section 31 of Part I, Buyer

shall ensure that the NOR shall be supported by a hold cleanliness certificate issued by an

independent surveyor, engaged at Buyer’s expense, acceptable to Seller, in order for it to

qualify as a Valid NOR.


6.1 Time shall cease to run upon completion of loading and shall not recommence if the Vessel is

delayed in its departure.


7.1 The time allowed to Seller as Laytime for the loading of the quantity of the Product

deliverable hereunder to the Vessel shall be:


7.1.2 where no time is specified in the Trade Confirmation, according to the basic average loading

rate per weather working Day of twenty-four (24) consecutive hours for Product at the

relevant Loading Port as set forth below:

VESSEL SIZE (DWT)

LOADING

PORT

(TERMINAL)

UNDER 10,000 10,001 TO 24,999 OVER 25,000

JUBAIL 250 MT/HR 375 MT/HR 425 MT/HR

YANBU 100 MT/HR 200 MT/HR 300 MT/HR

RABIGH 70 MT/HR 700 MT/HR 700 MT/HR

- 50 -

7.2 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 Article 29.3 of Part I, but 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 the arrival of such Vessel which

elapsed before notice of ETA was received by Seller.

7.3 If, by reason of the Vessel's construction or by action of Buyer or the Vessel's Master, the

Vessel cannot be loaded with Product at the loading port average loading rates, the Vessel

shall be considered a slow loader and the resulting increase in loading time will be added to

the allowed Laytime and shall not count as used Laytime or demurrage. In addition Buyer


demurrage incurred on other vessels waiting to load or discharge, which are incurred by Seller

as a result of the reduction in the rate at which the Vessel is loaded.


8.1 Section 35.1.2 of Part II shall be replaced by the following:

8.1.1 where Seller is neither the terminal operator nor in control of any of the terminal operations

(which shall include, as applicable, the terminal loading facilities at Port of Rabigh, Port of

Yanbu and the King Fahad Industrial Port in Jubail), the inward passage, including time spent

awaiting tugs or pilots until the Vessel is securely moored at the Berth;



variance from the requirements of Article 4 of this Annex A, Part I.

8.3 Section 35.1.16 of Part II shall not apply.

9.0 REMEDIES FOR FAILURE TO LIFT

In entering into this Agreement, SELLER is relying upon BUYER's undertaking to purchase the

quantity of Product stated in Article 3 in the manner set forth therein. Therefore, without

prejudice to its remedies under Article 15 (other than to its remedy for damages thereunder)

SELLER is entitled to exercise one or both of the remedies provided for in Article 8.2, upon the

occurrence for any reason whatsoever, but subject to the Force Majeure provisions of Article 13,

of any of the following:

(a) BUYER has failed to make a Nomination or has failed to Nominate the quantity of

Product as provided in Article 3 of Part I. SELLER's acceptance of BUYER's

Nomination for a quantity of Product that is less than the quantity of Product required shall

not relieve BUYER from the application of this Article 8.1(a) unless SELLER has

specifically waived in writing its right to this remedy against such failure to Nominate, or

(b) BUYER has failed to lift any quantity of Product that was Nominated and accepted or

deemed accepted pursuant to Sections 4 and 5 of Part II minus the ten percent (10%)

operational tolerance of Article 7. Neither SELLER's acknowledgment of

BUYER's Vessel's non-arrival nor SELLER's loading, at BUYER's request, of a

quantity of Product less than the quantity Nominated and accepted or deemed accepted

shall relieve BUYER from the application of this Article 8.1(b) unless SELLER has

specifically waived in writing its right to this remedy against such failure to lift, or

- 51 -

(c) BUYER has failed to have its Vessel arrive as required on the Firm Loading

Date established pursuant to Section 5 of Part II. SELLER's acceptance of BUYER's

Vessel for loading after the Firm Loading Date shall not relieve BUYER from the

application of this Article 8.1(c) unless SELLER has specifically waived in writing its right

to this remedy against such failure to arrive as required.

8.2 Upon the occurrence of any event described in Article 8.1, SELLER may exercise, at its

discretion, either or both of the remedies listed below.

(a) Require BUYER to pay to SELLER under Article 5 a sum which, in recognition

of the difficulty in determining the actual injury that will have been suffered by SELLER,

is estimated and now set by the parties to be equal to the percentage set forth below of the

Agreement Price calculated pursuant to Article 4 and applicable to the date described

below for each Barrel or Metric Ton not so lifted;

(i) If BUYER has failed to Nominate a quantity of Product as described in

Article 8.1(a), the percentage applicable to that quantity shall be five percent

(5%) and the Agreement Price shall be as determined in accordance with

Article 4 of this Agreement.

(ii) If BUYER has failed to lift any quantity of Product as described in Article

8.1(b), the percentage applicable to that quantity shall be ten percent (10%)

and the Agreement Price shall be as determined in accordance with Article 4 of

this Agreement;

(iii) If BUYER has failed to have its Vessel arrive on the Firm Loading Date as

described in Article 8.1(c), the percentage applicable to the quantity of Product

described in Article 8.1(b) shall be ten percent (10%) and the Agreement

Price shall be as determined in accordance with Article 4 of this

Agreement.

Any sum due under this Article 8.2 shall be deemed a sum due under Article 5. SELLER

shall invoice BUYER for the applicable sum as provided hereinabove for such breach of the

Agreement under Article 8.1 and BUYER's payment shall be due not later than the fifth (5th) day

from and including the date of SELLER's invoice. If the Due Date falls on Saturday or a non-

Monday bank holiday in New York City, U.S.A., payment will be effected on the preceding

Banking Day. If the Due Date falls on Sunday or a Monday bank holiday in New York City,

U.S.A., payment will be effected on the first following Banking Day; and/or (b) Reduce correspondingly, by the amount of the Product that BUYER fails to lift as

described in Article 8.1, the total quantity of Product stated in Article 3.2 and the

Programmed quantity of Product to which BUYER had been entitled for the Period in

which the lifting was scheduled.

- 52 -

PART II: CIF, CFR AND DAP DELIVERIES OF SULPHUR

1. APPLICABILITY OF THIS ANNEX A, PART II

1.1 The provisions of this Annex A, Part II shall apply where: (a) the parties have agreed to the

sale and purchase of sulphur, (b) in bulk quantities, (c) on CIF, CFR or DAP terms, (d) only

in circumstances where Aramco Trading is Seller, and (e) the Loading Port is located at Port

of Rabigh, Port of Yanbu or King Fahad Industrial Port in Jubail (or such other port or

terminal also located in the Kingdom of Saudi Arabia), as specified in the applicable Trade

Confirmation.

1.2 For the sale and purchase of sulphur on CIF, CFR or DAP terms in accordance with the above

Article 1.1, the provisions of Part I and Part III of the GTCs shall apply save where amended

by or inconsistent with the provisions of this Annex A, Part II.


A and Parts I and III of the GTCs, the provisions specified in this Annex A, Part II shall

prevail.

1.4 In this Annex A, Part II, “Product” shall mean any bulk sulphur cargo(es) as specified in the

applicable Trade Confirmation

2. DISCHARGE

In addition to the provisions of Section 52 of Part II:

2.1 The parties acknowledge that the Product is potentially flammable and a highly corrosive

substance and Seller warrants that the Master and crew of the Vessel are all fully familiar with

the properties and carriage of Product and that the Vessel is suitable for the carriage of the

Product, including but not limited to having lime washed/protective coated holds.

2.2 Seller assumes all risks associated with the handling, carriage and storage of Product prior to

Delivery to Buyer and shall defend, indemnify and hold harmless Buyer, to the fullest extent

permissible under applicable law, from and against all claims, demands and causes of action

for personal injury, death and for loss of or damage to property (including but not limited to

corrosion of the Vessel) resulting therefrom.

2.3 Seller will take all measures it considers appropriate to protect against the foregoing risks and

shall adhere to applicable industry guidelines including those recommended by the IMO and

other governmental or technical bodies concerned with the safe carriage of materials.

2.4 Seller shall inform Buyer immediately and in full if the nominated Vessel is involved in any


- 53 -

ANNEX B:

SALE AND PURCHASE OF PETCOKE PRODUCTS

1. APPLICABILITY OF THIS ANNEX B

This Annex B shall govern the sale and purchase of petcoke, as specified in the relevant Trade

Confirmation.

PART I: FOB DELIVERIES OF PETCOKE

2. APPLICABILITY OF THIS ANNEX B, PART I

2.1 The provisions of this Annex B, Part I shall apply where: (a) the parties have agreed to the

sale and purchase of petcoke, (b) in bulk quantities, (c) on FOB terms, (d) in circumstances

where Aramco Trading is Seller, and (e) where the Loading Port is located in the Kingdom of

Saudi Arabia, as specified in the applicable Trade Confirmation.

2.2 For the sale and purchase of petcoke on FOB terms, in accordance with the above Article 2.1,

the provisions of Part I and Part II of these GTCs shall apply save where amended by or

inconsistent with the provisions of this Annex B, Part I.


B and Parts I and II of the GTCs, the provisions specified in this Annex B, Part I shall prevail.

2.4 In this Annex B, Part I, “Product” means any bulk petcoke cargo(es) as specified in the



3.1 Sections 24 and 25 of Part II shall not apply.

3.2 The quantity of Product Delivered shall be determined by a draft survey of each Vessel at the

Loading Port witnessed by an independent quantity inspector jointly appointed by Seller and

Buyer (the “Independent Quantity Inspector”). Seller will instruct the Independent

Quantity Inspector to issue a draft survey quantity/weight certificate (“Weight Certificate”)

evidencing the weight of the Product with respect to each Shipment upon completion of

loading for the relevant Vessel and shall share equally the cost of such Independent Inspector

with the relevant Buyer. The Weight Certificate shall specifically exclude the weight of any

fuel bunkering or any other materials being loaded on the relevant Vessel. The Weight

Certificate shall except in cases of fraud or manifest error be final and binding upon all

relevant Parties for invoicing purposes.

3.3 If Buyer is in breach of its warranty under Section 26.3 of Part II, and the jointly appointed

independent inspector is unable to conduct a draft survey of Buyer’s Vessel, then Seller shall

have the right to reject and not load the Vessel, without prejudice to any other right or remedy

Seller may have under this Agreement. However, if Seller decides to continue with the

loading of the Vessel, then Seller’s determination of the quantity of Product loaded on

Buyer’s Vessel shall govern, and Buyer thereby agrees that in such case Seller’s quantity

determination shall be final and binding for invoicing purposes.

- 54 -


SAMPLE

4.1 Seller/Seller’s representative shall (at Seller’s own expense) take and retain three (3)

composite samples in accordance with ASTM Standards or ISO Standards of each Shipment

of Product at the Delivery Point, each of which shall not be less than one (1) kilogram and

shall be retained for a period of not less than seventy-five (75) days from the date of loading.

Thereafter the samples shall be discarded, unless retention is specifically requested and

justified in writing in each instance by Buyer, in which event Seller/Seller’s representative

shall retain the samples for a period of up to five (5) Months. Seller’s agreement that it or its

representative shall retain samples longer than seventy-five (75) days shall not be

unreasonably withheld.

4.2 Buyer shall have the right to appoint an independent quality inspector (at its own expense) to

witness the testing conducted by Seller for the purpose of determining the quality of Product

being delivered to such Buyer. Quality tests, unless otherwise mutually agreed upon, shall be

made according to the latest ASTM Standards or the latest ISO Standards as requested by the

relevant Buyer.

4.3 Upon completion of the testing of the quality of the Product Delivered, Seller shall issue a

certificate of inspection, sampling and analysis (a “Certificate of Analysis”) in respect of the

relevant Shipment.

4.4 If Buyer did not appoint an independent quality inspector to witness the testing conducted by

Seller for the purpose of determining the quality of Product Delivered in accordance with

Article 4.2 above, then the Certificate of Analysis shall be binding on Seller and Buyer, save

for fraud or manifest error.

4.5 If an independent quality inspector appointed by Buyer witnessed the testing conducted by


Article 4.2 above and agrees with the Certificate of Analysis, then the independent quality

inspector shall so endorse such Certificate of Analysis and, subject to Section 6 of Part I of

this Agreement, such Certificate of Analysis shall be binding on Seller and Buyer, save for

fraud or manifest error.



Article 4.2 above but disagrees with all or any part of the Certificate of Analysis, then a

second independent quality inspector shall be promptly appointed by mutual agreement

between the relevant Buyer and Seller to determine the quality of Product Delivered. Such

second independent quality inspector’s determinations as to the quality of the Product

Delivered shall be conclusive and binding upon all parties, save for fraud or manifest error

and, in the event that such second independent quality inspector’s determinations as to the

quality of the Product Delivered differ from those of Seller, the Certificate of Analysis shall

be amended accordingly.

4.7 The costs of such second independent quality inspector shall be borne by Buyer unless such

second independent quality inspector’s determinations as to quality of the Product Delivered

demonstrate that the Certificate of Analysis requires amendment in accordance with Article

4.6 above in which case such costs shall be borne by Seller.

4.8 If the testing results as shown in the Certificate of Analysis finally determined in accordance

with Articles 4.2 to 4.7 above demonstrate that the Product Delivered is not in compliance

with the anticipated petcoke specifications in Attachment 1 to this Annex B then Seller and

Buyer shall negotiate a commercial quality adjustment compensation amount (including any

- 55 -

related destination change that may reasonably be required to allow the relevant cargo of

Product Delivered to be sold) (a “Commercial Quality Adjustment Compensation

Amount”). If Seller and Buyer have not agreed a Commercial Quality Adjustment

Compensation Amount within five (5) Banking Days of the determination of the Certificate of

Analysis in accordance with Articles 4.2 to 4.7 above, Seller and Buyer shall refer the

determination of such amount to an expert, and shall share equally the cost of such expert

determination. The relevant Buyer and Seller shall require the expert to determine the

Commercial Quality Adjustment Compensation Amount. The Buyer shall have no right to

reject Product which is not in compliance with the anticipated petcoke specifications once

Seller has commenced loading the relevant Shipment of Product onto the Vessel.


5.1 Buyer’s Vessel warranties shall be as set out at Section 26 of Part II and, in addition, Buyer

warrants that:

5.1.1 the 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;

5.1.2 the Vessel shall be operated and maintained to fully comply with the latest IMO, IMSBC

Code, ISPS Code and IMDG Code recommendations;

5.1.3 the Vessel shall be a single-deck, self trimming bulk carrier with mechanical hatches suitable

for loading Product in main holds only and of such design and construction as not to impede

the operation of the ship loaders;

5.1.4 the Vessel shall be capable of discharging ballast sufficiently quickly to prevent loading

delays or stoppages; and

5.1.5 the Vessel shall be of the size and configuration permitted at the time of loading by the

Loading Port and shall have all its certificates and documentation required for clearance and

entry to the Loading Port.


In addition to the provisions set out at Section 30 of Part II, the following shall apply:

6.1 Prior to loading, all Vessels shall be required to present a certificate of cleanliness issued at

Loading Port by an independent surveyor (“Certificate of Cleanliness”).

6.2 If the Vessel is an Ore Bulk Oil (OBO) carrier, Buyer shall provide to Seller a valid “Gas Free

Certificate” for the duration of the voyage.

6.3 Product shall only be loaded into empty holds. Therefore, Buyer shall indemnify Seller and

hold Seller harmless in respect of loading Product into any holds which are subsequently

found to contain any contaminant. In the event that the holds are not passed as clean, the

Vessel shall vacate the berth and lose its loading turn in which case notice of readiness shall

only be accepted after receipt of a valid Certificate of Cleanliness and Laytime shall not

commence until commencement of loading.

6.4 Buyer shall inform Seller immediately and in full if the nominated Vessel is involved in any


- 56 -



7.1.1 where Seller is neither the terminal operator nor in control of any of the terminal operations

(which shall include, as applicable, the terminal loading facilities at Port of Rabigh, Port of

Yanbu and the King Fahad Industrial Port in Jubail), the inward passage, including time spent

awaiting tugs or pilots until the Vessel is securely moored at the Berth;



variance from the requirements of Article 5 of this Annex B, Part I.

7.3 Section 35.1.16 of Part II shall not apply.

8. REMEDIES FOR FAILURE TO LIFT

8.1 In entering into this Agreement, SELLER is relying upon BUYER's undertaking to purchase the

quantity of Product stated in Article 3 in the manner set forth therein. Therefore, without

prejudice to its remedies under Article 15 (other than to its remedy for damages thereunder)

SELLER is entitled to exercise one or both of the remedies provided for in Article 8.2, upon the

occurrence for any reason whatsoever, but subject to the Force Majeure provisions of Article 13,

of any of the following:

(d) BUYER has failed to make a Nomination or has failed to Nominate the quantity of

Product as provided in Article 3 of Part I. SELLER's acceptance of BUYER's

Nomination for a quantity of Product that is less than the quantity of Product required shall

not relieve BUYER from the application of this Article 8.1(a) unless SELLER has

specifically waived in writing its right to this remedy against such failure to Nominate, or

(e) BUYER has failed to lift any quantity of Product that was Nominated and accepted or

deemed accepted pursuant to Sections 4 and 5 of Part II minus the ten percent (10%)

operational tolerance of Article 7. Neither SELLER's acknowledgment of

BUYER's Vessel's non-arrival nor SELLER's loading, at BUYER's request, of a

quantity of Product less than the quantity Nominated and accepted or deemed accepted

shall relieve BUYER from the application of this Article 8.1(b) unless SELLER has

specifically waived in writing its right to this remedy against such failure to lift, or

(f) BUYER has failed to have its Vessel arrive as required on the Firm Loading

Date established pursuant to Section 5 of Part II. SELLER's acceptance of BUYER's

Vessel for loading after the Firm Loading Date shall not relieve BUYER from the

application of this Article 8.1(c) unless SELLER has specifically waived in writing its right

to this remedy against such failure to arrive as required.

8.2 Upon the occurrence of any event described in Article 8.1, SELLER may exercise, at its

discretion, either or both of the remedies listed below.

(a) Require BUYER to pay to SELLER under Article 5 a sum which, in recognition

of the difficulty in determining the actual injury that will have been suffered by SELLER,

is estimated and now set by the parties to be equal to the percentage set forth below of the

- 57 -

Agreement Price calculated pursuant to Article 4 and applicable to the date described

below for each Barrel or Metric Ton not so lifted;

(iv) If BUYER has failed to Nominate a quantity of Product as described in

Article 8.1(a), the percentage applicable to that quantity shall be five percent

(5%) and the Agreement Price shall be as determined in accordance with

Article 4 of this Agreement.

(v) If BUYER has failed to lift any quantity of Product as described in Article

8.1(b), the percentage applicable to that quantity shall be ten percent (10%)

and the Agreement Price shall be as determined in accordance with Article 4 of

this Agreement;

(vi) If BUYER has failed to have its Vessel arrive on the Firm Loading Date as

described in Article 8.1(c), the percentage applicable to the quantity of Product

described in Article 8.1(b) shall be ten percent (10%) and the Agreement

Price shall be as determined in accordance with Article 4 of this

Agreement.

Any sum due under this Article 8.2 shall be deemed a sum due under Article 5. SELLER

shall invoice BUYER for the applicable sum as provided hereinabove for such breach of the

Agreement under Article 8.1 and BUYER's payment shall be due not later than the fifth (5th) day

from and including the date of SELLER's invoice. If the Due Date falls on Saturday or a non-

Monday bank holiday in New York City, U.S.A., payment will be effected on the preceding

Banking Day. If the Due Date falls on Sunday or a Monday bank holiday in New York City,

U.S.A., payment will be effected on the first following Banking Day; and/or (b) Reduce correspondingly, by the amount of the Product that BUYER fails to lift as

described in Article 8.1, the total quantity of Product stated in Article 3.2 and the

Programmed quantity of Product to which BUYER had been entitled for the Period in

which the lifting was scheduled.

- 58 -

PART II: CIF, CFR AND DAP DELIVERIES OF PETCOKE

1. APPLICABILITY OF THIS ANNEX B, PART II

1.1 The provisions of this Annex B, Part II shall apply where: (a) the parties have agreed to the

sale and purchase of petcoke, (b) in bulk quantities, (c) on CIF, CFR or DAP Terms, (d) only

in circumstances where Aramco Trading is Seller, and (e) where the Loading Port is located

in the Kingdom of Saudi Arabia, as specified in the applicable Trade Confirmation.

1.2 For the sale and purchase of petcoke on CIF, CFR or DAP terms in accordance with the above

Article 1.1, the provisions of Part I and Part III of the GTCs shall apply save where amended

by or inconsistent with the provisions of this Annex B, Part II.


B and Parts I and III of the GTCs, the provisions specified in this Annex B, Part II shall

prevail.

1.4 In this Annex B, Part II, “Product” means any bulk petcoke cargo(es) as specified in the



2.1 Sections 42 and 43 of Part III shall not apply.

2.2 The quantity of Product Delivered shall be determined by a draft survey of each Vessel at the

Loading Port witnessed by an independent quantity inspector jointly appointed by Seller and

Buyer (the “Independent Quantity Inspector”). Seller will instruct the Independent

Quantity Inspector to issue a draft survey quantity/weight certificate (“Weight Certificate”)

evidencing the weight of the Product with respect to each Shipment upon completion of

loading for the relevant Vessel and shall share equally the cost of such Independent Inspector

with the relevant Buyer. The Weight Certificate shall specifically exclude the weight of any

fuel bunkering or any other materials being loaded on the relevant Vessel. The Weight

Certificate shall, except in cases of fraud or manifest error, be final and binding upon all

relevant Parties for invoicing purposes.


SAMPLE

3.1 Seller/Seller’s representative shall (at Seller’s expense) take and retain three (3) Composite

Samples in accordance with ASTM Standards or ISO Standards of each Shipment of Product

at the Delivery Point, each of which shall not be less than one (1) kilogram and shall be

retained for a period of not less than seventy-five (75) days from the date of loading.

Thereafter the samples shall be discarded, unless retention is specifically requested and

justified in writing in each instance by Buyer, in which event Seller/Seller’s representative

shall retain the samples for a period of up to five (5) Months. Seller’s agreement that it or its

representative shall retain samples longer than seventy-five (75) days shall not be

unreasonably withheld.

3.2 Buyer shall have the right to appoint an independent quality inspector (at its own expense) to

witness the testing conducted by Seller for the purpose of determining the quality of Product

being delivered to such Buyer. Quality tests, unless otherwise mutually agreed upon, shall be

made according to the latest ASTM Standards or the latest ISO Standards as requested by the

relevant Buyer.

- 59 -

3.3 Upon completion of the testing of the quality of the Product Delivered, Seller shall issue a

certificate of inspection, sampling and analysis (a “Certificate of Analysis”) in respect of the

relevant Shipment.

3.4 If Buyer did not appoint an independent quality inspector appointed by Buyer to witness the

testing conducted by Seller for the purpose of determining the quality of Product Delivered in

accordance with Article 3.2 above, then the Certificate of Analysis shall be binding on Seller

and Buyer, save for fraud or manifest error.



Article 3.2 above and agrees with the Certificate of Analysis, then the independent quality

inspector shall so endorse such Certificate of Analysis and, subject to Section 6 of Part I of

this Agreement, such Certificate of Analysis shall be binding on Seller and Buyer, save for

fraud or manifest error.



Article 3.3 above but disagrees with all or any part of the Certificate of Analysis, then a

second independent quality inspector shall be promptly appointed by mutual agreement

between the relevant Buyer and Seller to determine the quality of Product Delivered. Such


Delivered shall be conclusive and binding upon all parties, save for fraud or manifest error

and, in the event that such second independent quality inspector’s determinations as to the

quality of the Product Delivered differ from those of Seller, the Certificate of Analysis shall

be amended accordingly.

3.7 The costs of such second independent quality inspector shall be borne by Buyer unless such


Delivered demonstrate that the Certificate of Analysis requires amendment in accordance

with Article 3.6 above in which case such costs shall be borne by Seller.

3.8 If based on the testing results as shown in the Certificate of Analysis finally determined in

accordance with Articles 3.2 to 3.7 above demonstrates that the Product Delivered is not in

compliance with the petcoke specifications in Attachment 1 to this Annex B then Seller and

Buyer shall negotiate a commercial quality adjustment compensation amount (including any

related destination change that may reasonably be required to allow the relevant cargo of

Product Delivered to be sold) (a “Commercial Quality Adjustment Compensation

Amount”). If Seller and Buyer have not agreed a Commercial Quality Adjustment

Compensation Amount within five (5) Banking Days of the determination of the Certificate of

Analysis in accordance with Articles 3.2 to 3.7 above, Seller and Buyer shall refer the

determination of such amount to an Expert, and shall share equally the cost of such Expert

determination. The relevant Buyer and Seller shall require the Expert to determine the

Commercial Quality Adjustment Compensation Amount. The Buyer shall have no right to

reject Product which is not in compliance with the anticipated petcoke specifications once the

Seller has commenced loading the relevant Shipment of Product onto the Vessel.

4. DISCHARGE

4.1 In addition to the discharge provision set out at Section 52 of Part III, Seller shall inform

Buyer immediately and in full if the nominated Vessel is involved in any health, safety or

environmental incident after nomination.

- 60 -


5.1 Valid NOR may be tendered at any time after the Vessel has arrived within the customary

anchorage or waiting place of the Port or, if the Vessel moves directly to the Berth, when the

Vessel is securely moored at the Berth.

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ATTACHMENT I

to ANNEX B

Product Specification

Petcoke Specifications established pursuant to ASTM Standards and ISO Standards.*

Specification ASTM ISO

Moisture content

12% Max D3302 ISO579

D3173

ISO687

Sulphur content

(on a dry basis)

8% Max D4239

ISO351

(Method C)

Size distribution

0-80mm D4749 ISO2325/ ISO728

Ash content**

(dry)

4% Max D3174 ISO1171

Volatile content

(on a dry basis)

12% Max D3175 ISO562

HGI content

40 Min D409 ISO5074

*Seller shall inform the relevant Buyer of metals content of the petcoke on a quarterly basis.

- 62 -

SCHEDULE A:

LETTER OF INDEMNITY FORMAT

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]

- 63 -

SCHEDULE B:

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

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Gentlemen:

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 are for the account of 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.

- 65 -

(Name of Issuing Bank)

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.

- 66 -

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.

- 67 -

III. Text of Proforma Confirmation:

(Name and Address of Issuing Bank)

Date: ________________________,20_

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 the

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 are for the account of 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.

- 68 -

(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.

- 69 -

SCHEDULE C:

SUPPLEMENT IN RESPECT OF VAT, EXCISE DUTY AND EU DOCUMENTATION AND

SAFETY REQUIREMENTS

1. IF THE SALE OF PRODUCT IS SUBJECT TO VAT, THE FOLLOWING SHALL

APPLY:

1.1 Both Buyer and Seller recognize that VAT may be due on the transaction outlined in the

Agreement and both parties agree to supply all necessary information required to determine

the VAT treatment and to issue invoices compliant with the VAT laws of the country in

which the transaction occurs or is treated as occurring for the purposes of VAT. Payment of

Tax invoices shall be made in the same manner as provided for payment of the Shipment

Value.

1.2 Where the Discharge Port is within the EU then Buyer shall prior to the commencement of

loading, provide Seller with the VAT and excise duty numbers of the final consignee of the

Product (who may be Buyer) and any other information which the Seller considers necessary.

1.3 Where the destination is outside the EU, Seller may require Buyer to deposit an amount equal

to the VAT and excise duty due or require Buyer to record the amount due.

1.4 If Seller is able to obtain a credit or repayment of any VAT or similar tax which has been paid

by Buyer, Seller shall promptly reimburse Buyer with the net amount so credited or repaid,

less any costs, penalties and interest. Seller shall use all reasonable efforts to obtain such

credit or repayment.

1.5 Where in accordance with such VAT rules any supplies under an individual contract may be

zero-rated, Buyer shall do all such proper acts, deeds and things as are necessary (which may

include, but shall not be limited to, providing Seller all such proper, true and accurate

documentation or assistance as may reasonable be required by the relevant taxing or other

authority or government body) to ensure that such supply is zero-rated for the purposes of

such VAT rules.

2. WHERE EITHER THE LOADING PORT OR THE DELIVERY PORT IS WITHIN

THE EU, EXCISE DUTY WILL GENERALLY BE PAYABLE WHEN THE

PRODUCT LEAVES BONDED PREMISES AT THE PORT UNLESS:

2.1 by the fifteenth (15th) day of the Month following the Month in which delivery of the Product

out of bonded premises is completed with an Accompanying Administrative Document

(“AAD”), a properly completed Copy 3 thereof, together (except in the case of DAP

deliveries) with proof of unloading/discharge of the Product, is returned to Seller;

2.2 Buyer has provided to Seller evidence satisfactory to the EU state where the Product was

taken out of bonded premises, that the Product was unloaded/discharged in or, in the case of

FIP sales, delivered to a non-EU state either duty paid or into bonded premises;

2.3 Buyer can provide evidence satisfactory to the EU state where the Product was taken out of

bonded premises without an AAD as a result of Buyer’s nomination, that the Product was

unloaded/discharged into bonded premises within the EU in circumstances where such sales

allow for suppression of excise duty; or

2.4 Buyer satisfies another relevant administrative process or requirement which from time to

time may have amended or replaced or been used in substitution for the above.

- 70 -

2.5 Buyer shall do all such proper acts, deeds and things as are necessary and as are outlined

above to ensure that excise duty will not be payable.

2.6 Buyer shall indemnify Seller on an after tax basis against all liability in respect of excise duty

(or equivalent amounts) incurred by Seller, including any related interest, penalties or costs.

3. IMPORTS INTO THE EU UNDER “PREFERENCE” FROM NON-EU STATES

3.1 If the Discharge Port is within the EU and the Loading Port is located outside the EU and in a

State with which there is a preferential agreement between such State and the EU whereby the

Product enjoys a generalised tariff preference, Seller shall provide Buyer with such relevant

original qualifying document(s) specifically requested by Buyer in their voyage nomination

documentation instructions (e.g. EUR1, GSP Form A).

3.2 Buyer or Buyer’s agent or such other party acting on its own behalf shall submit such original

qualifying document(s) to the relevant and local customs authorities, and only if such customs

authorities accept such qualifying document(s) (thereby agreeing that a Generalised Tariff

Preference is valid and import duty is therefore not due on the Product) shall such Product be

deemed to be EU-qualified.

3.3 If the relevant qualifying document(s) is/are not available for presentation to Buyer or its

representative by 1200 hours (London time) on the banking day in New York prior to the

payment due date, or if the customs authorities have not accepted and/or verified such

qualifying document(s) by that time, Buyer shall pay Seller’s invoice in full, without any

deduction or withholding for duty. However, if the relevant qualifying document(s) requested

by Buyer pursuant to Article 3.1 of this Schedule are not presented to Buyer or its

representative at the Discharge Port at the time of discharge, Seller shall indemnify Buyer in

respect of any duty which is incurred by Buyer (directly or indirectly under a cost recovery

mechanism from the end receiver) as a direct result of Seller’s failure, provided that any

amount requested by Buyer is accompanied by a copy of the customs duty assessment at

Discharge Port.

4. MOVEMENTS TO, FROM AND WITHIN EU STATES

4.1 Exports from EU States

If the Product to be delivered is loaded in an EU State and documented for an export

destination free of excise duty, then the Product shall be exported and shall not re-enter the

EU State unless full excise duty and VAT is paid by Buyer or the Product is placed in a

bonded warehouse that exempts it from import taxes and excise duty (if applicable). Buyer

shall indemnify Seller for all duties, costs and other consequences resulting from any breach

hereof that was incurred by Seller (directly or indirectly under a cost recovery mechanism

from the originating consignor at the Loading Port).

4.2 Movements within EU States, excise duty

4.2.1 If the Product is to be moved within an EU State as unfinished goods (e.g. feedstock, finished

goods for further processing), Seller will ensure that the Product will move Excise Duty

suspended provided that Buyer confirms in writing that the destination is an excise warehouse

and the status of the goods is “unfinished goods” under the applicable Excise Duty law.

4.2.2 If an internal movement is made on a “Duty Paid” basis, Buyer may defer its Excise Duty

liability under any applicable deferment scheme operated by the EU state providing Buyer has

either notified Seller in writing of its excise duty deferment account number and/or obtained

permission to use the end receiver’s excise duty deferment account number. However, if

- 71 -

Buyer and/or end receiver fails to make payment within the deferment period directly, and the

tax obligation on the excise duty payable reverts to the Supplier, Seller will be able to invoke

the cost recovery mechanism under Article 4.2.3 of this Schedule.

In addition, Buyer is obliged to pay Seller an amount equivalent to the applicable VAT rate

based upon the excise duty amount deferred, upon receipt of a valid Tax invoice for this

additional amount.

4.2.3 If an internal movement is made on a “Duty Paid” basis, any and all taxes levied on the

Product shall be for Buyer’s account payable in full in either the local currency of the country

in which the tax is payable or, at Seller’s option, in the invoicing currency for the Product,

converted at the appropriate exchange rate prevailing at the date of the tax point under the

applicable excise duty law. Any amount due shall be payable at the same time as payment of

the Shipment Value plus the applicable VAT rate.

5. MOVEMENTS BETWEEN EU STATES

5.1 Notwithstanding the provisions of Article 8 of this Schedule:

5.1.1 Seller, Seller’s agent or some other party acting on its own behalf shall provide Buyer,

Buyer’s agent or some other party acting on its own behalf with the relevant original

document(s) (e.g. an AAD or a T2L) showing that the Product is EU qualified and therefore

in free circulation within the EU and import duty is therefore not due on such Product; and

5.1.2 Buyer, Buyer’s agent or some other party acting on its own behalf shall submit such original

document(s) to the relevant and local customs authorities and only if such customs authorities

accept such document(s) shall the Product be deemed as free from import duty and excise

duty (if applicable); and

5.1.3 if the relevant document(s) is/are not available for presentation to Buyer, Buyer’s agent or

some other party acting on its own behalf by 1200 hours (London time) on the Banking Day

in New York prior to the payment due date, or if the customs authorities have not accepted

and/or verified such document(s) by that time, the provisions of Article 1.3 of this Schedule

shall apply mutatis mutandis.

5.2 Without prejudice to the provisions of Article 8 of this Schedule, in order for any delivery of

Product hereunder for transfer/transportation within the EU to be zero intra community

dispatch rated for VAT, Buyer is required to provide Seller, prior to commencement of

loading/transfer, with a written declaration stating “(a) a valid VAT registration number of

Buyer in an EU state other than the EU state in which the Loading Port is located, and that (b)

an Intra Community Acquisition of the Product will be reported in the country of destination”.

6. FOR EXPORTS FROM ITALY

6.1 Notwithstanding the provisions of Article 8 or Article 5.2 of this Schedule, where the Loading

Port is in Italy and the destination of the cargo is an EU state other than Italy, Buyer shall

provide Seller, prior to transfer of property, with a valid VAT registration number issued by

the EU state in which Discharge Port is located.

6.2 Where Buyer is not VAT registered in the EU state in which the Discharge Port is located or

cannot provide Seller with a valid VAT registration number issued by the EU state in which

the Discharge Port is located, Buyer shall provide Seller with a valid VAT registration

number issued by another EU state, other than Italy. However, where Buyer does not provide

a valid VAT registration number for the EU state in which the Discharge Port is located, and

- 72 -

notwithstanding that Buyer has provided Seller with a valid VAT number issued by another

EU state other than Italy, Seller shall be entitled to invoice Buyer for Italian VAT.

6.3 Payment of such VAT shall be made by the Buyer to Seller in addition to the price per unit

specified in the Trade Confirmation and on the Due Date specified in the Trade Confirmation

or, if later, within one Banking Day in New York of presentation of Seller’s tax invoice, in

each case without set-off, withholding, deduction or counterclaim, to Seller’s bank account.

Any outstanding amount shall bear interest in accordance with the provisions of the

Agreement.

7. COMPULSORY STORAGE

All and any compulsory stock or storage obligations arising out of the delivery to or by barge

by Seller to the Buyer of Product from a Loading Port under the Agreement shall be for

Buyer’s account.

8. OTHER FISCAL DOCUMENTARY REQUIREMENTS

The parties will each comply with any applicable documentary requirement for fiscal

purposes as now exists or comes into effect in the future. A party (a “defaulting party”) that

fails to comply with this obligation shall indemnify the other in respect of any costs or

expenses incurred by that party which would not have been incurred but for the failure of the

defaulting party.

9. REACH

9.1 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.

9.2 In the case of FOB, CFR, CIF and DAP deliveries, Seller shall provide the current MSDS,

which shall 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 Article

9.2(a) of this Schedule, then Seller shall provide Buyer with the information

necessary for Buyer to ascertain the CAS or EC number.

Seller shall provide the MSDS to Buyer:

(a) at the time of loading for FOB, CFR, CIF deliveries;

(b) by the time the Product reaches the agreed Delivery Point in the case of DAP

deliveries.

9.3 Where Seller is not an Importer (as defined by REACH), nor an EEA manufacturer, and is not

subject to obligations under REACH in respect of the Product sold under the Agreement, the

following shall apply:

- 73 -

(a) in providing Buyer with the MSDS pursuant to its obligations under Article 9.2 of

this Schedule, regardless of the source of the Products, Seller provides no warranty or

representation as to the accuracy or completeness of the MSDS, 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 and the existence of a valid (pre) registration of each of the substances

comprising the Product to be imported into the EEA.

- 74 -

SCHEDULE D:

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 or Product 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 Product (e.g. if oil, black, white, lubricants, etc.);

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

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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.

Where Aramco Trading is the Seller and where risk has passed from the Seller to the Buyer in accordance with Part III of this Agreement, the Seller shall use its best efforts to implement any similar instructions, if any, provided by the Buyer.

Except where loss, damage and expense are incurred or suffered as a result of the Seller’s failure to use the aforesaid best efforts, 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.

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