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SAUDI ARAMCO PRODUCTS TRADING COMPANY

GENERAL TERMS AND CONDITIONS

FOR SALES AND PURCHASES OF PETROLEUM PRODUCTS,

NOVEMBER 2011 EDITION

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CONTENTS

Page

PART I: TERMS OF GENERAL APPLICATION .......................................................................... 1

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

2 DEFINITIONS ........................................................................................................................... 1

3 INTERPRETATION.................................................................................................................. 4

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

5 PRODUCT QUALITY .............................................................................................................. 4

6 CLAIMS IN RESPECT OF QUALITY/QUANTITY ............................................................... 5

7 PAYMENT ................................................................................................................................ 5

8 TAXES ....................................................................................................................................... 8

9 FORCE MAJEURE ................................................................................................................... 8

10 HEALTH, SAFETY AND ENVIRONMENT ........................................................................... 9

11 CONFIDENTIALITY................................................................................................................ 9

12 LIMITATION OF LIABILITIES ............................................................................................ 10

13 TERMINATION OR SUSPENSION ...................................................................................... 10

14 ASSIGNMENT ........................................................................................................................ 10

15 AMENDMENT OF AGREEMENT ........................................................................................ 10

16 NOTICES ................................................................................................................................. 10

17 EDOCS .................................................................................................................................... 11

18 DESTINATION ....................................................................................................................... 11

19 FACILITATION PAYMENTS AND ANTI-CORRUPTION ................................................ 12

20 GOVERNING LAW ................................................................................................................ 13

21 DISPUTE RESOLUTION ....................................................................................................... 13

22 MISCELLANEOUS ................................................................................................................ 13

PART II: FOB DELIVERIES ........................................................................................................... 15

23 DELIVERY, TITLE AND RISK OF LOSS ............................................................................ 15

24 QUANTITY AND QUALITY ................................................................................................ 15

25 PRODUCT SAMPLING, RETENTION AND TESTING OF THE RETAINED

SAMPLE .................................................................................................................................. 15

26 VESSEL NOMINATION ........................................................................................................ 16

27 VESSEL ACCEPTANCE ........................................................................................................ 16

28 VESSEL SUBSTITUTION ..................................................................................................... 17

29 VESSEL ARRIVAL ................................................................................................................ 17

30 LOADING ............................................................................................................................... 18

31 TENDER OF NOTICE OF READINESS (NOR) ................................................................... 19

32 LAYTIME COMMENCEMENT ............................................................................................ 19

33 COMPLETION OF USED LAYTIME ................................................................................... 19

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34 LAYTIME ALLOWANCES ................................................................................................... 20

35 USED LAYTIME DEDUCTIONS .......................................................................................... 21

36 DEMURRAGE ........................................................................................................................ 22

37 DEMURRAGE RATE DETERMINATION ........................................................................... 22

38 DEMURRAGE CLAIM SUBMISSION ................................................................................. 23

39 VESSEL CARGO TANK INSPECTION................................................................................ 23

40 COMPLIANCE WITH ISPS CODE ....................................................................................... 23

PART III: CONTRACTS FOR CIF, CFR AND DAP DELIVERIES ........................................... 24

41 DELIVERY, TITLE AND RISK OF LOSS ............................................................................ 24

42 PRODUCT QUANTITY AND QUALITY ............................................................................. 24

43 PRODUCT SAMPLING AND RETENTION AND TESTING OF THE RETAINED

SAMPLE .................................................................................................................................. 26

44 PART CARGO LOTS DELIVERED CFR OR CIF ................................................................ 27

45 INSURANCE ........................................................................................................................... 27

46 AGREED DATE RANGE AND FIRM AND INDICATIVE AND GUARANTEED

DISCHARGE DATES ............................................................................................................. 28

47 VESSEL NOMINATION ........................................................................................................ 29

48 VESSEL ACCEPTANCE ........................................................................................................ 30

49 VESSEL SUBSTITUTION ..................................................................................................... 30

50 ALTERNATIVE OR RANGE OF DISCHARGE PORT(S)................................................... 31

51 VESSEL ARRIVAL ................................................................................................................ 31

52 DISCHARGE ........................................................................................................................... 32

53 TENDER OF NOTICE OF READINESS (NOR) ................................................................... 33

54 LAYTIME COMMENCEMENT ............................................................................................ 33

55 COMPLETION OF USED LAYTIME ................................................................................... 35

56 LAYTIME ALLOWANCES ................................................................................................... 35

57 USED LAYTIME DEDUCTIONS .......................................................................................... 35

58 DEMURRAGE ........................................................................................................................ 36

59 DEMURRAGE RATE DETERMINATION ........................................................................... 36

60 DEMURRAGE CLAIM SUBMISSION ................................................................................. 37

61 TIME ALLOWED AND DAMAGES FOR DELAY UNDER INDICATIVE AND

GUARANTEED DISCHARGE DATE CONTRACTS .......................................................... 37

62 CHARTER PARTY CONDITIONS ....................................................................................... 37

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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 hereto (referred to collectively as the “General Terms and Conditions”) shall apply to all contracts into which they are incorporated by reference.

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

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

2 DEFINITIONS

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

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

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

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

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

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

2.7 “Barrel” and “Bbl” means forty-two (42) US Gallons at sixty (60) degrees Fahrenheit.

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

2.9 “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.

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

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2.11 “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.

2.12 “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.

2.13 “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.

2.14 “Day” means a calendar day.

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

2.16 “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.

2.17 “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.

2.18 “EEA” means European Economic Area.

2.19 “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.

2.20 “EU” means the European Union.

2.21 “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”.

2.22 “Ex Tank” shall have the meaning ascribed thereto in Part IV.

2.23 “FIP” shall have the meaning ascribed thereto in Part IV.

2.24 “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 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.

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

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

2.27 “ICS” means the International Chamber of Shipping.

2.28 “Indicative Discharge Date(s)” shall have the meaning ascribed thereto in Section ‎46.1.2 and 46.1.3.

2.29 “In Situ” and “Into Tank” shall each have the meaning ascribed thereto in Part IV.

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2.30 “IP” means the Institute of Petroleum.

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 time allowed to Buyer for discharge (determined pursuant to Section 56), 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 “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).

2.36 “month” shall mean a Gregorian calendar month.

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

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/or Discharge Port are located. Where the Loading Port and/or Discharge Port are located in the EEA, the safety data sheet shall contain information set out in Annex II of REACH (as amended from time to time).

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

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 refined petroleum product or products 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 Regulation, Evaluation, Authorization and Restriction of Chemical Substances.

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.

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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 this 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 his representative) to the Seller (or his representative) at the Loading Port or to the Buyer (or his representative) at the Discharge Port as applicable.

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 “WORLDSCALE” means the “New Worldwide Tanker Nominal Freight Scale” as current on the day of commencement of loading of the Vessel in question.

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

3 INTERPRETATION

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

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

4 PRODUCT QUANTITY

4.1 The total quantity of Product shall be set out in the Trade Confirmation.

5 PRODUCT QUALITY

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

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

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5.3 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 Date of Delivery. Claims must be accompanied by details of the facts on which the claim is based and copies of 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 Without prejudice to Section 42.2.8, in the case of CIF, CFR or FOB deliveries once the Product has been shipped on board the delivering Vessel, Buyer’s exclusive remedy in respect of a quality or quantity deficiency or a failure of the goods to meet the specifications shall be for damages only and Buyer shall have no right of rejection in such circumstances.

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

6.5 Notwithstanding the foregoing, no claim shall be admitted in respect of any deficiency of quantity where the difference between the loaded and discharged quantity is 0.2% or less of the loaded quantity.

7 PAYMENT

7.1 The price per unit and the Due Date 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.

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:

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. Buyer shall pay the provisional Shipment Value stated in the provisional invoice. 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. No interest shall be due on the difference between Seller’s provisional and final invoices.

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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.

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 or ex tank, into tank, in situ or free into pipeline basis, the certificates of quality and quantity referred to in Section 42.2.5 or Section 66.6 (as applicable).

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 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 Section 7.12; 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 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 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 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, save in the case of ex-tank, into tank, in situ and free in pipeline deliveries, in which case the standby letter of credit must be opened ten (10 days) before the estimated first day of Delivery. 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 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 (or any of them) 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 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. No interest shall be due on the difference between the sum paid in advance and the actual Shipment Value.

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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 to be necessary to satisfy any enquiry of any tax authority.

9 FORCE MAJEURE

9.1 Subject to: (i) compliance with the notice provisions in clause 9.3; and

(ii) the extent provided in clause 9.4,

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:

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

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

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

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

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

9.2.1.6 any compliance with 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.

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9.2.2 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.

9.3 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.

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

9.4.1 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;

9.4.2 in all other circumstances in which force majeure is validly declared (including where Seller decides not to exercise its rights under Section 9.4.1), 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

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

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

10 HEALTH, SAFETY AND ENVIRONMENT

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

10.2 Where either the Loading Port or Discharge Port is located within the EEA, paragraphs 9-10 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

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

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

12 LIMITATION OF LIABILITIES

12.1 In no event, including but not limited to any negligent act or omission on its part, shall either party be liable in contract, tort, breach of statutory duty or otherwise, for 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 or reconstruction), 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 notices 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 notice on behalf of such other party.

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

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

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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 or region or destination which is at the relevant time either prohibited under the laws of the country in which such Product was produced or contrary to any regulation, rule, directive or guideline applied by the government of that country or any relevant agency thereof.

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

18.4 Buyer warrants and undertakes to Seller that the final destination(s) are those (if any) specified in the Trade Confirmation or such other destination for which Buyer has obtained Seller’s consent. Where the destination is relevant to the Shipment Value and Buyer wishes to change a previously agreed destination, Buyer must notify Seller immediately and such

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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 breach of this Section ‎18.

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

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

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

19 FACILITATION PAYMENTS AND ANTI-CORRUPTION

19.1 Buyer and Seller each represent, warrant and undertake to the other that neither they, nor any of their directors, officers, employees 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

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

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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 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 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 days of a written request from the other side to do so.

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

21.6 Either party to an 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

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resolution of the Government of the Kingdom of Saudi Arabia or the United Nations has a like effect, the remainder of the Agreement shall nevertheless remain in full force and effect.

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

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

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

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

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

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

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

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

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

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

23.3 Title to and all risk of loss or damage to the Product sold hereunder shall pass ratably from Seller to Buyer at the Delivery Point. Any loss occurring at 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 custody transfer meters (if available) or by shore tank gauging and temperature measurement made by Seller or Seller’s nominated representative in accordance with standard practice at the Loading Port immediately before and after Delivery. The cost of such measurement shall be borne by Seller.

24.2 In determining the net volume delivered, the quantity of Product shall be corrected to volumes at sixty degrees Fahrenheit and/or fifteen degrees Centigrade (60F/15C) as applicable. The petroleum measurement tables used to determine volume conversion factors, density reduction and other factors in the Loading Ports shall be the ASTM-IP Petroleum Measurement Tables, American Edition 1952, prepared jointly by the ASTM and IP, or, if approved for official use by Seller, the current version of the API/ASTM/IP/ISO Petroleum Measurement Tables, ASTM D 1250 -80 prepared by the ASTM.

24.3 Testing of the quality of Product, unless otherwise stated in the Trade Confirmation, shall be conducted in accordance with Seller's current practices generally consistent with and according to the latest Standard or Tentative Standard Methods of the ASTM/API or IP procedures.

24.4 Seller/Seller’s representative shall prepare certificates stating the quality and quantity of the Product which shall be made available to both parties.

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

24.6 Seller’s determination of quantity and quality as provided in Sections 24.1 - 24.4, except in cases of fraud or manifest error, shall be conclusive and binding on the parties for invoicing purposes, subject to the parties’ rights to bring a claim in accordance with Section 6.

25 PRODUCT SAMPLING, RETENTION AND TESTING OF THE RETAINED SAMPLE

25.1 Seller shall (at its own expense) take and retain samples of the Product loaded onto the Vessel and shall provide suitable storage for such samples. Seller shall at all times ensure that

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sampling procedures are consistent with the most recent version of API/ASTM/IP/ISO approved sampling procedures or shall use any other sampling procedure which is mutually acceptable to Seller and Buyer.

25.2 Samples shall be sealed, one to be available for Buyer, and one to be retained by Seller. for a period of seventy-five (75) days from the Date of Delivery. Thereafter, the samples shall be discarded unless retention is specifically requested in writing in each instance by Buyer, in which event Seller shall retain samples up to a period of not more than one (1) year.

25.3 If a party gives notice of a quality claim under Section 6, 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 latest Standard or Tentative Standard Methods of the ASTM/API or IP 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 ETA at the Loading Port;

26.1.4 destination(s) of Product;

26.1.5 full instructions regarding whether loading is to be with or without residual cargo;

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

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

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

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

27 VESSEL ACCEPTANCE

27.1 Buyer’s Vessel nomination shall not be effective unless it is received by Seller not later than ten (10) days prior to the first day of the Agreed Date Range. Notwithstanding the foregoing, if the nomination is received by Seller after such 10th day and is accepted by Seller, it shall be effective. In the event that the Agreement is entered into 10 days or fewer prior to the first day

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of the Agreed Date Range then the nomination must be received by Seller no fewer than 2 days prior to the first day of the Agreed Date Range.

27.2 Any Vessel nomination must be approved by Seller and Seller’s internal ship vetting system. Seller shall give notice accepting or rejecting a Vessel nomination within two (2) of Seller’s Business Days following receipt of the nomination. Seller shall have the right to reject any nomination on any reasonable ground. If Seller has previously accepted a Vessel nomination, Seller nevertheless has the right to reject the Vessel if such Vessel has been involved in 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 a written notice to Seller as soon as practicably possible but in any event not later than the ETA of the substitute Vessel or the ETA of the Vessel originally nominated, whichever is the earlier;

28.1.2 the 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;

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

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

29 VESSEL ARRIVAL

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

29.2 Where a 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

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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

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.

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

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

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

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

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

30.6 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 the procedures set out in the ICS/OCIMF Ship-to-Ship transfer guides.

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

30.8 Buyer's Vessel shall vacate the Berth as soon as loading is completed unless the Vessel’s departure is delayed awaiting production of the loading port documents or for other reasons attributable to Seller or the Loading Port operator. Any 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.

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.

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

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

33.2 In the event that the Vessel or Buyers dispute the Seller’s figures for quantities loaded and Seller delays the Vessel for additional measurement checks after disconnection of loading hoses and such measurement checks show that:

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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 disconnection of hoses of the Vessel.

33.2.3 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 disconnection of loading hoses and release of the Vessel 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 of a full cargo lot:

34.1.2.1 in the case of Vessels of 15,000 tons summer deadweight or less, 24 running hours; or

34.1.2.2 in all other cases, 36 running hours; or

34.1.3 in the case of loading a part cargo lot, that proportion of 24 or 36 running hours, as the case may be, 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),

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, and Seller elects to load the Vessel, the Laytime allowed to Seller shall be extended by a period equal to the difference between twenty-four (24) hours and the number of hours prior to arrival of such Vessel which elapsed before notice of ETA was received by Seller.

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.

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

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

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

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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, 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;

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

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

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 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;

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); and

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

36 DEMURRAGE

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

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:

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

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

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 For voyage chartered Vessels, the rate of demurrage shall be the lower of the actual charter party demurrage rate (as between Buyer and Vessel owners) and the prevailing average market rate as determined in accordance with Section 37.3 and/or 37.4.

37.2 For time chartered Vessels, the rate of demurrage shall be the prevailing average market rate as determined in accordance with Section 37.3 and/or 37.4.

37.3 The prevailing average market rate of demurrage shall be determined by applying the London Tanker Broker's Panel Limited Monthly average freight rate assessment (“AFRA”) published on the first day of the month during which loading is completed, for vessels of similar type and summer deadweight to the demurrage rate appropriate to the size of the Vessel provided for by WORLDSCALE based on the original Bill of Lading date.

37.4 The prevailing average market rate of demurrage for a Vessel loading separate parcels of clean Product and dirty Product shall be determined by applying the applicable clean rate and dirty rate in the proportion of each to the total Shipment.

37.4.1 Clean Product: average single voyage rate assessments for clean vessels. Clean Product shall be limited to refined Products and natural gasoline which are not blended with or do not contain crude oil or residual components.

37.4.2 Dirty Product: average single voyage rate AFRA assessments for all other Product not considered Clean Product.

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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 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 null and void.

39 VESSEL CARGO TANK INSPECTION

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

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”) and where the Loading Port is within the U.S.A. and U.S. territories or waters, with the U.S. Maritime Transportation Security Act 2002 (“MTSA”).

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 or the MTSA:

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 the MTSA.

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 or the MTSA 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 the MTSA.

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PART III: CONTRACTS FOR 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 passes the outer edge of the flange of the Product loading line at the connection with the flange of the receiving line of Seller’s Vessel; and

41.1.2 Where the agreed delivery basis is DAP Delivery Point, “Delivery Point” shall mean the point at which the Product passes the outer edge of the flange of Seller’s Vessel’s delivery line at the connection with the flange of the receiving line 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 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, save in relation to a CIF or CFR delivery where the Loading Port is located in the United States of America (“USA”) or within territories of the USA, in which case title and risk shall pass to the Buyer immediately after the Vessel carrying the Product leaves the waters comprising the exclusive economic zone of the USA or USA territories.

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, then notwithstanding any right of Seller to retain the documents referred to in Section 7.4 until payment, 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.

42 PRODUCT QUANTITY AND QUALITY

42.1 In the case of CIF or CFR Deliveries:

42.1.1 The quantity of bulk Product delivered shall be determined by custody transfer meters (if available) or by shore tank gauging and temperature measurement made by Seller or Seller’s nominated representative in accordance with standard practice at the Loading Port immediately before and after Delivery. The cost of such measurement shall be borne by Seller.

42.1.2 In determining the net volume delivered, the quantity of Product shall be corrected to volumes at sixty degrees Fahrenheit and/or fifteen degrees Centigrade (60F/15C) as applicable. The petroleum measurement tables used to determine volume conversion factors, density

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reduction and other factors at the Loading Ports shall be the ASTM-IP Petroleum Measurement Tables, American Edition 1952, prepared jointly by the ASTM and the IP, or, if approved for official use by Seller, the current version of the API/ASTM/IP/ISO Petroleum Measurement Tables, ASTM D 1250 -80 prepared by the ASTM.

42.1.3 Testing of the quality of Product, unless otherwise stated in the Trade Confirmation, shall be conducted in accordance with standard practice at the Loading Port generally consistent with and according to the latest Standard or Tentative Standard Methods of the ASTM/API or IP procedures.

42.1.4 Seller/Seller’s representative shall prepare certificates stating the quality and quantity of the Product which shall be made available to both parties.

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

42.1.6 Seller’s determination of quantity and quality as provided in Sections 42.1.1 – 42.1.4, except in cases of fraud or manifest error, shall be conclusive and binding on the parties for invoicing purposes, subject to the parties’ rights to bring a claim in accordance with Section 6.

42.2 In the case of DAP Deliveries:

42.2.1 The quantity and quality of the Product delivered under the Agreement shall be determined by measurement, sampling and testing carried out at the Discharge Port by an independent inspector. The independent inspector shall be mutually agreed by Buyer and Seller and appointed by Seller on behalf of both Buyer and Seller.

42.2.2 The independent inspector shall for the purpose of determining the quantity of the Product proceed as follows:

42.2.2.1 where the Product is delivered from Seller’s Vessel directly into static shore tanks (that is shore tanks to or from which no Product is being pumped other than the Product being delivered hereunder) or floating storage the gross quantity of the Product so delivered shall be determined by the independent inspector by reference to Discharge Port meter measurements taken or witnessed by the independent inspector in accordance with API MPMS Chapter 5. Meters shall be proved prior to discharge by or in the presence of the independent inspector in accordance with API MPMS Chapter 4. Where metering facilities are not available, or where in the opinion of the independent inspector the meters did not perform in accordance with API MPMS Chapter 5, or where the meters were not proven prior to discharge in accordance with API MPMS Chapter 4, the gross quantity of the Product delivered hereunder shall be determined by reference to shore tank gaugings taken or witnessed by the independent inspector in accordance with API MPMS Chapter 3; or

42.2.2.2 where the Product is delivered from Seller’s Vessel directly into active shore tanks (that is shore tanks where Product is being pumped out of the tank during the discharge of the Product hereunder) and where no correctly functioning or proven Discharge Port meters are available in accordance with Section 42.2.2.1, the gross quantity of the Product delivered hereunder shall be determined by the independent inspector by reference to the Vessel’s discharged figures as adjusted by its Vessel Experience Factor (“VEF”) in accordance with VEF Addendum to API MPMS Chapter 17.1. However, adjustment of the net quantity discharged from the Seller’s vessel by VEF is not acceptable as a basis for Seller’s invoice if the resultant volume is greater than the volume originally stated on the bill of lading, in which case the bill of lading figures shall be used for invoicing purposes. . All volumes determined hereunder shall be adjusted to 60 degrees F by applying API-IP Table

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42.2.3 The independent inspector shall for the purpose of determining the quality of the Product carry out or witness tests on a composite sample of the Product taken by the inspector or in his presence from the Vessel’s tanks at the Discharge Port immediately prior to commencement of discharge and in accordance with the test method(s) referred to in the specification of the Product set out in the Trade Confirmation, or, where no test method is set out, in accordance with the most current API and ASTM Measurement Standards at the time of Delivery.

42.2.4 The costs of inspection shall be borne by Buyer and Seller in equal shares.

42.2.5 The inspector shall produce certificates of quality and quantity which shall be made available to both parties.

42.2.6 Buyer shall ensure that the independent inspector shall have full access to the facilities at the Discharge Port necessary to enable the inspector to perform his duties.

42.2.7 The determination of quantity and quality as provided in Sections 42.2.1-42.2.3 shall, except in cases of fraud or manifest error, be final and binding on the parties (save where the bill of lading figures are greater than the VEF adjusted figures as provided in Section 42.2.2.2). Any discrepancy between the bill of lading quantity and the quantity stated in Seller’s results shall not affect any of Buyer’s obligations under the Agreement, including but not limited to Buyer’s payment obligations.

42.2.8 In the case of a DAP transaction, the Buyer may exercise its right to reject a Shipment at any time before Delivery has taken place if that Shipment does not comply with the agreed specification and/or in case the Product is not homogenously blended.

42.2.9 Upon the Buyer giving notice of its valid rejection of the Shipment, title and risk in the Shipment shall revert to Seller and disposal of the Shipment shall be for Seller’s account. Seller shall indemnify and hold harmless Buyer in respect of all direct liabilities, losses, costs, expenses and claims suffered or incurred by Buyer as a direct result of the valid rejection of a Shipment.

43 PRODUCT SAMPLING AND RETENTION AND TESTING OF THE RETAINED SAMPLE

43.1 In the case of CIF and CFR Deliveries:

43.1.1 Seller shall (at its own expense) take and retain samples of the Product loaded on the Vessel and shall provide suitable storage for such samples. Seller shall at all times ensure that sampling procedures are consistent with the most recent version of API/ASTM/IP/ISO approved sampling procedures or shall use any other sampling procedure which is mutually acceptable to Seller and Buyer.

43.1.2 Samples shall be sealed, one to be available for Buyer, and one to be retained by Seller for a period of seventy-five (75) days from the Date of Delivery. Thereafter, the samples shall be discarded unless retention is specifically requested in writing in each instance by Buyer in which event Seller shall retain samples up to a period of not more than one (1) year. Seller’s agreement to retain samples 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, 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 latest Standard or Tentative Standard Methods of the ASTM/API or IP 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.

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44 PART CARGO LOTS DELIVERED CFR OR CIF

44.1 Where delivery is made as an unsegregated part cargo lot to Buyer and a third party, the quantity determined in accordance with the foregoing shall be adjusted so that, following completion of discharge of the relevant part cargo lots, Buyer and such third party shall each be allocated a percentage of the total loaded quantity equal to that percentage of the total outturn quantity (determined at each Discharge Port in accordance with the provisions of Sections 42.2.1 and 42.2.2) 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 Product passes the Vessel’s permanent hose connection at the Discharge Port, shall be in accordance with the provisions of a Marine Cargo Insurance Policy subject to Institute Cargo Clauses (A), and the benefit thereof shall accrue to Buyer upon the passing of risk in the Shipment as provided for in the Agreement.

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

Additional Vessel insurance, etc.

45.3 In all cases, if and for so long as the voyage to the Discharge Port, or any seas through which the Vessel has to travel in performance of the Agreement 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:

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

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

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

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

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

45.5 If Seller agrees to direct a Vessel to undertake or to complete the voyage as referred to in Section 45.4.2, Buyer undertakes to reimburse Seller, in addition to the Shipment Value payable under the Agreement, for costs incurred by Seller in respect of any additional 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 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 54.2 below.

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47 VESSEL NOMINATION

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 expected date of arrival (“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

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 Port shall be required in writing within 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 expected date of arrival (“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.

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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.

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 5th day and is accepted by Buyer, it shall be effective. In the event that the Agreement is entered into 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 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:

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49.1.1 Seller gives a written notice 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;

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.

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.

51.2 In the case of CIF and CFR Deliveries:

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.

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.

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51.3 In the case of DAP Deliveries:

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) 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 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 flexible hoses, connections, pipelines, tankage 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 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.

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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 TENDER OF NOTICE OF READINESS (NOR)

53.1.1 Valid NOR may be tendered at any time after the Vessel has arrived within the customary anchorage or waiting place of the 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.

53.2 In the case of DAP Deliveries:

53.2.1 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:

53.2.1.1 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.

53.2.1.2 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.

53.2.1.3 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

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

54.1.3 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.

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, 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 Vessel gives notice that it is “all fast” in Berth.

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.

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, 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 Vessel gives notice that it is “all fast” in Berth.

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55 COMPLETION OF USED LAYTIME

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

56 LAYTIME ALLOWANCES

56.1 The time allowed to Buyer for the discharge as Laytime for the quantity of the Product deliverable by the Vessel shall be:

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

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

56.1.2.1 in the case of Vessels of 15,000 tons summer deadweight or less, 24 running hours; or

56.1.2.2 in all other cases, 36 running hours; or

56.1.3 in the case of discharge of a part cargo lot, that proportion of 24 or 36 running hours, as the case may be, 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),

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

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

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

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

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

57 USED LAYTIME DEDUCTIONS

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

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

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

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

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

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

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

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

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

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

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

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

58 DEMURRAGE

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

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

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

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

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

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

59 DEMURRAGE RATE DETERMINATION

59.1 For voyage chartered Vessels, the rate of demurrage shall be the lower of the charter party demurrage rate (as between Seller and Vessel owners) and the prevailing average market rate as determined by Section 59.3 and/or Section 59.4 below.

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59.2 For time chartered Vessels, the rate of demurrage shall be the prevailing average market rate as determined by Section 59.3 and/or Section 59.4 below.

59.3 The prevailing average market rate of demurrage shall be determined by applying the London Tanker Broker’s Panel Limited Monthly average freight rate assessment (“AFRA”) published on the first day of the month during which loading is completed, for vessels of similar type and summer deadweight to the demurrage rate appropriate to the size of the Vessel provided for by WORLDSCALE based on the original Bill of Lading date.

59.4 The prevailing average market rate of demurrage for a Vessel discharging separate parcels of clean Product and dirty Product shall be determined by applying the applicable clean rate and dirty rate to excess lay hours as they relate to the total cargo loaded.

59.4.1 Clean Product: average single voyage rate assessments for clean vessels. Clean Product shall be limited to refined Products and natural gasoline which are not blended with or do not contain crude oil or residual components.

59.4.2 Dirty Product: average single voyage rate AFRA assessments for all other Product not considered Clean Product.

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 disconnection of hoses at the Discharge Port; claims submitted later shall be deemed 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 null and void.

61 TIME ALLOWED AND DAMAGES FOR DELAY UNDER INDICATIVE AND GUARANTEED DISCHARGE DATE CONTRACTS

61.1 In the case of CIF and CFR Deliveries:

61.1.1 Should the Vessel arrive at the Discharge Port such that running hours pursuant to Section 54.1 above commence at a time within the range of the Indicative Discharge Dates 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 54.1 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 54.1 shall be modified to the extent that running hours shall commence Berth or no Berth 36 hours after NOR is tendered or on commencement of discharge, whichever is the earlier. Save as aforesaid, Sections 55-59 shall apply in full.

62 CHARTER PARTY CONDITIONS

62.1 In the case of CIF and CFR Deliveries:

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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:

62.1.1.1 the provision that the Product shall be pumped out of the Vessel at the Vessel’s expense;

62.1.1.2 the provision that if, at any time after loading but before commencement of Discharge:

62.1.1.2.1 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

62.1.1.2.2 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 62.1.1.2.2 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:

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

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

62.1.3.3 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:

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

62.1.4.2 otherwise breach the Vessel’s natural segregation;

62.1.4.3 dope the cargo by introducing additives after loading;

62.1.4.4 add dye to the cargo after loading;

62.1.4.5 perform on board blending of the cargo;

62.1.4.6 carry additives/dye in drums on deck; or

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

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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 TANK INSPECTION

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

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”) and where the Loading Port is within the U.S.A. and U.S. territories or waters, with the U.S. Maritime Transportation Security Act 2002 (“MTSA”).

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 or the MTSA:

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 and the MTSA.

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 Buyer resulting directly from the failure of the Discharge Port/installation to comply with the ISPS Code or the MTSA 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 the MTSA.

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PART IV:

EX TANK, INTO TANK, IN SITU (STOCK TRANSFER) AND FREE INTO PIPELINE DELIVERIES

65 NOMINATIONS

65.1 In the case of Ex Tank, Into Tank or In Situ Deliveries, nominations shall be made in accordance with the standard operating procedures of the relevant storage company(ies).

65.2 In the case of a Free In Pipeline (“FIP”) delivery, nominations shall be made in accordance with the standard operating procedures of the relevant pipeline operating company(ies).

66 PRODUCT QUANTITY AND QUALITY

66.1 Subject to Sections 5.2 and 5.3 of Part I of the Agreement, the quantity and quality of Product delivered hereunder shall be determined as follows.

66.2 The quantity and quality of the Product delivered under the Agreement shall be determined by measurement, sampling and testing in accordance with the most current API and ASTM measurement standards at the time of Delivery.

66.3 The quantity of the Product delivered shall be determined in accordance with the following procedures:

66.3.1 In the case of an Ex Tank Delivery, the quantity shall be determined by using proven meters (if available) at Seller’s tank(s) manifold exit point. If proven meters are unavailable, measurement shall be taken by manual measurement of Seller’s tank(s). Where Seller’s tank(s) are active or are unable to be measured manually, then the quantity shall be determined pursuant to Section 66.5 below.

66.3.2 In the case of an Into Tank delivery, the quantity shall be determined by using proven meters (if available) at Buyer’s tank(s) manifold entry point. If proven meters are unavailable, measurement shall be taken by manual measurement of Buyer’s tank(s). Where Buyer’s tank(s) are active or are unable to be measured manually, then the quantity shall be determined pursuant to Section 66.3.1 above.

66.3.3 In the case of an In Situ (by way of stock transfer) delivery, the quantity shall be as specified in the Trade Confirmation.

66.3.4 In the case of a FIP delivery, the quantity shall be determined by using the pipeline company’s proven meters (if available). If proven meters are unavailable, the quantity shall be determined pursuant to Section 66.3.1 above.

66.4 The quality shall be determined in accordance with the following procedures:

66.4.1 In the case of Ex Tank and Into Tank deliveries, the quality shall be determined in accordance with test results run on a volumetrically correct composite of samples drawn from Seller's tank(s). If Seller’s tank(s) are active, the quality shall be determined in accordance with test results run on a volumetrically correct composite of samples drawn from Buyer's tank(s).

For the avoidance of doubt, where delivery is made from more than one tank, then the quality shall be determined in accordance with test results run on a blend of volumetrically correct composite samples drawn from each of Seller's tanks and then blended according to the proportions from each tank. If any of Seller’s tanks are active, the quality shall be determined from a blend of volumetrically correct composite samples drawn from Buyer's tank(s).

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66.4.2 In the case of an In Situ (by way of stock transfer) delivery, if the quality has already been determined by an independent inspection or by the storage company, then both parties shall be bound by the results of such measurement, sampling and analysis. Otherwise, the quality shall be determined in accordance with test results run on a volumetrically correct composite of samples drawn from such tank(s).

66.4.3 In the case of an FIP delivery, where automatic samplers are available, the quality shall be determined in accordance with test results run from flow proportional in line samples taken in accordance with the standard practice in force at the pipeline facility. Where properly functioning automatic samplers are not available, the quality shall be determined pursuant to Section 66.4.1 above.

66.5 In the case of Ex Tank and Into Tank deliveries, if both Seller’s and Buyer’s tank(s) are active or unable to measure manually, then the quantity and/or quality shall be determined by a mutually acceptable independent inspector who will determine the quality and quantity of the Product. The costs of the inspection shall be borne equally by both parties.

66.6 Notwithstanding the provisions of Section 66.5, the inspector or party which carries out the quality analysis must produce certificates of quantity and quality. Those certificates of quality and quantity shall, except in cases of manifest error or fraud, be conclusive and binding on both parties for invoicing purposes, subject to the parties’ rights to bring a claim in accordance with Section 6.

66.7 Either party shall have the right to appoint (at its own expense) an independent inspector to witness the quantity measurements, sampling and quality testing provided it is reasonably practicable to do so.

67 RISK AND PROPERTY

67.1 The risk and property in the Product delivered under the Agreement shall pass to Buyer:

67.1.1 in the case of a FIP delivery, as the Product passes the inlet flange of Buyer's receiving pipeline system; or

67.1.2 in the case of an Ex Tank delivery, as the Product passes the outlet flange of the Seller's storage tank from which the Product is being delivered; or

67.1.3 in the case of an Into Tank delivery, as the Product passes the inlet flange of Buyer's receiving storage tank; or

67.1.4 where delivery is effected In Situ (by way of stock transfer), at such time and day and in such tank(s) as shall either be specified in the Trade Confirmation or as agreed between the parties prior to such transfer being effected and, where applicable, confirmed by the owner/operator of such tank(s).

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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]

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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.

(Name of Issuing Bank)

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By: __________________

(Authorized Signature)

Title: _________________

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

parentheses prior to its issuance of the Letter of Credit.

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Annex 1

DRAWING CERTIFICATION

Date: _______________________

(Name and Address of Issuing Bank

Re: Letter of Credit No. (_________)

Gentlemen:

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

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

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

Product Sales Agreement effective as of (date).

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

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

date hereof BUYER has failed to pay us such amount.

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

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

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

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

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

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

Very truly yours,

SAUDI ARAMCO PRODUCTS TRADING COMPANY

By: ___________________

Title: __________________

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

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

Certification.

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III. Text of Proforma Confirmation:

(Name and Address of Issuing Bank)

Date: ________________________,200_

Addressee: Saudi Aramco Products Trading Company (Aramco Trading)

Box 5000

Dhahran, Saudi Arabia

Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

month in which payment was due.

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

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

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

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

All bank charges 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 thisconfirmation.

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

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(Name of Confirming Bank)

By: __________________

(Authorized Signature)

Title: _________________

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

parentheses prior to its issuance of the confirmation.

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SCHEDULE 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 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 or, in the case of FIP sales, delivered 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.

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.

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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 Clause 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

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 Clause 4.2.3 of this Schedule.

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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 Clause 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 Clause 1.3 of this Schedule

shall apply mutatis mutandis.

5.2 Without prejudice to the provisions of Clause 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 Clause 8 or Clause 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

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

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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 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. Material Safety Data Sheets

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

it supplies the Product 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”).

9.2 Buyer shall be responsible for any consequences that result from the use of a MSDS or Other

Information.

9.3 Buyer shall provide persons responsible for the management of health, safety and

environment matters within its own organisation with a copy of the MSDS or Other

Information. Buyer shall provide its employees with appropriate information and training to

enable them to handle and use the Product delivered hereunder in a manner which does not

endanger their health or safety.

10. REACH

10.1 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.

10.2 Seller shall provide 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

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(b) if Seller is unable to provide Buyer with any of the information described in Clause

10.2(b) above, then Seller shall provide Buyer with the information necessary for Buyer to

ascertain the CAS or EC number.

Seller shall provide the Substance Identifier to Buyer:

(a) at the time of loading for FOB, CFR, CIF deliveries;

(b) at the time of transfer for Ex Tank, Into Tank, In Situ and FIP deliveries;

(c) by the time the Product reaches the agreed delivery point in the case of DAP deliveries.

10.3 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:

(a) in providing Buyer with Substance Identifiers pursuant to its obligations under Clause

10.2 of this Schedule, regardless of their source, it provides no warranty or representation as

to the accuracy or completeness of such Substance Identifiers, and

(b) notwithstanding any other provision to the contrary in the Agreement, it accepts no

liability for loss, damage, delay or expense incurred by Buyer for whatever reason arising

from its reliance on the accuracy of the Substance Identifiers provided and the existence of a

valid (pre) registration of the Substances to be imported into the European Economic Area

(”EEA”).

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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 spill, the message should also include the local time, date and location of the spill;

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

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

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

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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.