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litasco lukoil international trading & supply company

GENERAL TERMS AND CONDITIONSFOR SALES AND PURCHASES OF CRUDE OIL AND PETROLEUM PRODUCTS

2014 EDITION

LITASCO SA9, RUE DU CONSEIL géNéRAL1205 gENEvA, SwITzERLAND

TEL +41 22 705 2000FAx +41 22 705 2001

EMAIL: [email protected]

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litascolukoil international trading & supply company

CONTENTS

PART I – INTRODUCTION 31 DEFINITIONS 32 APPLICABILITY OF THESE gENERAL TERMS AND CONDITIONS 7PART II – FOB 103 DELIvERY, TITLE AND RISK 104 PAYMENT DOCUMENTS 105 QUALITY AND QUANTITY 106 PERFORMINg vESSEL 117 LOADINg TERMINAL 138 LAYTIME AND DEMURRAgE 15PART III – CFR AND CIF 189 DELIvERY, TITLE AND RISK 1810 PAYMENT DOCUMENTS 1811 QUALITY AND QUANTITY 1812 INSURANCE 2013 PERFORMINg vESSEL 2014 DOCUMENTARY INSTRUCTIONS 2215 DISCHARgE TERMINAL 2216 LAYTIME AND DEMURRAgE 25PART IV – CIF OUTTURN CLAUSES 2817 INCORPORATION OF PART III 2818 PAYMENT DOCUMENTS 2819 QUANTITY AND QUALITY 28PART V – DES, DAP, DAT BY VESSEL 3220 DELIvERY, TITLE AND RISK 3221 PAYMENT DOCUMENTS 3222 QUALITY AND QUANTITY 3223 INSURANCE 3324 PERFORMINg vESSEL 3425 DISCHARgE TERMINAL 3626 LAYTIME AND DEMURRAgE 37PART VI – EX TANK/IN TANK (IN SITU STOCK TRANSFER)/INTO TANK 4227 DELIvERY, TITLE AND RISK 4228 PAYMENT DOCUMENTS 4229 QUALITY AND QUANTITY 4330 NOMINATIONS 44PART VII – FREE INTO PIPELINE ‘FIP’ 4631 DELIvERY, TITLE AND RISK 4632 PAYMENT DOCUMENTS 4633 QUALITY AND QUANTITY 4734 NOMINATIONS 4735 INSURANCE CIP, DAF, DDU, DDP, DAP, DAT SALES vIA PIPELINE 47PART VIII – FCA FOR INLAND TRANSPORTATION 5036 DELIvERY, TITLE AND RISK 5037 PAYMENT DOCUMENTS 5038 QUALITY AND QUANTITY 5039 NOMINATIONS 5140 TIME ALLOwED FOR LOADINg 52PART IX – CPT AND CIP FOR INLAND TRANSPORTATION 5341 DELIvERY, TITLE AND RISK 5342 PAYMENT DOCUMENTS 5343 QUALITY AND QUANTITY 5344 INSURANCE 5445 THE PERFORMINg TANKER(S) 5546 UNLOADINg AT THE DESTINATION 5647 TIME ALLOwED FOR UNLOADINg 56

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CONTENTS

PART X – DAF / DDU / DDP / DAP / DAT FOR INLAND TRANSPORTATION 5748 DELIvERY, TITLE AND RISK 5749 PAYMENT DOCUMENTS 5750 QUALITY AND QUANTITY 5751 wAR AND ICE CLAUSE 5852 THE PERFORMINg TANKER(S) 5953 UNLOADINg AT THE DELIvERY POINT 5954 TIME ALLOwED FOR UNLOADINg 5955 TAxES, ExCISE DUTY, vAT AND IMPORTATION OF THE OIL INTO THE COUNTRY OF DESTINATION 60PART XI – GENERAL 6256 PRICINg 6257 PAYMENT 6258 DOCUMENTARY LETTERS OF CREDIT AND STANDBY LETTERS OF CREDIT 6359 SECURITY 6460 FINANCIAL DEFAULTS 6461 ASSIgNMENT 6562 TAxES, DUTIES, vAT AND IMPOSTS 6563 TERMINATION IN CASES OF INSOLvENCY AND MULTIPLE DELIvERIES 6864 FORCE MAJEURE 6965 LIABILITY AND REMEDIES 6966 TRADE SANCTIONS 6967 DESTINATION RESTRICTIONS 7068 COMPLIANCE wITH US REgULATIONS 7169 ANTI BRIBERY AND CORRUPTION 7170 JURISDICTION, ARBITRATION AND APPLICABLE LAw 7271 INJUNCTIvE RELIEF 7272 NOTICES 7373 RIgHTS, POwERS AND REMEDIES 7374 AMENDMENTS AND wAIvERS 7375 SEvERABILITY 7376 HEADINgS 7377 RECORDINg AND MONITORINg OF COMMUNICATIONS 7378 CONFIDENTIALITY 7379 CHANgE IN REgULATIONS 7480 EUROzONE ExIT / BREAK-UP CLAUSE 7481 HEALTH SAFETY AND ENvIRONMENT 7582 REACH 7583 RED COMPLIANCE 7684 THIRD PARTY RIgHTS 7785 LICENCES 77SCHEDULE 1 78 DOCUMENTARY LETTER OF CREDIT 78SCHEDULE 2 81 STANDBY LETTER OF CREDIT 81SCHEDULE 3 83 LETTER OF INDEMNITY 83SCHEDULE 4 84 PURCHASE CONFIRMATION 84SCHEDULE 5 85 ISPS CODE AND MTSA PROvISIONS 86

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PART : I

PART I – INTRODUCTION

1 DEFINITIONS

‘Affiliate(s)’ Means, in relation to either of the Parties, any company controlling, controlled by, or under common control with that Party, whether directly or indirectly.

‘ARA’ Means Flushing/Amsterdam/Rotterdam/Antwerp/gent range and include additional locations in North west Europe in accordance with the Agreement.

‘Agreement’ Means these general Terms and Conditions together with any Confirmation or, in the absence of a Confirmation, any terms agreed as may be ascertainable from evidence in addition to these general Terms and Conditions.

‘API’ Means American Petroleum Institute.

‘ASTM’ Means American Society for Testing and Materials.

‘Associated Company’ Any company which is a subsidiary of any of the Parties, or a company of which a Party is a subsidiary, or a company which is another subsidiary of a company of which a Party is a subsidiary (‘subsidiary’ having the meaning, ascribed to it in section 1159 of the Companies Act 2006 as amended).

‘Banking Day’ Means a day when the banks in the banking system of the currency in which the price is payable and in the country where payment is due to be made are open for the transaction of Normal Banking Business.

‘Barge’ Means any vessel used to transport Oil on any lake, river, sea costal water or other such stretch of water.

‘Barrel’ Means 42 US standard gallons at 60 degrees Fahrenheit.

‘Bonded Premises’ Means an area approved by the relevant tax authority for customs or Excise Duty of an EU or non-EU member state.

‘Carnet’ Means a document issued by a Chamber of Commerce or other competent authority in the relevant country and approved by the relevant customs authority which permits the import into and/or export from the relevant countries of the Oil in lieu of full customs documentation.

‘Carrier’ Means the owner or disponent owner of any vessel chartered or a company operating the Tankers to carry the Oil in accordance with the Agreement.

‘Certificate of Quality’ Means the certificate(s), note(s) or report(s) confirming the quality of the Oil issued by the Terminal, Independent Inspector, producer or other body that is to determine the quality of the Oil pursuant to the terms of the Agreement in a format as in force at the time and place of issuance.

‘Certificate of Quantity’ Means the certificate(s), note(s) or report(s) confirming the quantity of the Oil issued by the Terminal, Independent Inspector, producer or other body that is to determine the quantity of the Oil pursuant to the terms of the Agreement in a format as in force at the time and place of issuance.

‘CET’ Means Central European Time.

‘Charterparty’ Means, where the context permits a voyage charterparty, time charterparty, contract of affreightment, fixture note or other contract for the charter of a vessel.

‘CIS’ Means any state within the Commonwealth of Independent States.

‘Clear Days’ Means calendar days of 24 hours and any period of clear days specified in the Agreement shall be calculated to exclude the day on which the act is to be done and the day by reference to which the period is expressed. For example, if a notice is to be given 3 clear days prior to the 10th day of the Month, the notice must be given no later than 23:59 on the 6th day of the Month. ‘Clear working Days’ means the same save that working Days apply instead of calendar days.

‘CMR’ Means a waybill issued by the Carrier containing the terms of carriage of goods by road pursuant to the United Nations Convention on the Contract for the International Carriage of goods by Road 1956 (as may be amended or replaced from time to time).

‘Completion of Discharge’ Means that the time when discharge of the Oil from the vessel or other form of transportation, as applicable, or ‘COD’ has been completed and: (a) for discharge from a vessel, the hoses of the vessel have been disconnected; or (b) for discharge from other form of transportation, the discharge hoses have been disconnected.

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‘Confirmation’ Means the contract telex, facsimile, or e-mail, or other form of communication by which the Parties confirm the Agreement and set out, amend or supplement these general Terms and Conditions.

‘Crude’ Means crude oil of the grade specified in the Confirmation.

‘DAA’ Means any delivery acceptance act or other similar document issued by or on behalf of the relevant pipeline operator specified in the Agreement confirming delivery of Oil transported via pipeline.

‘Delivery Point’ Means the place at the destination specified in the Agreement at which the Oil is to be delivered.

‘Delivery Period’ Means the period specified in the Agreement in which delivery of the Oil is to be completed in accordance with any Agreement incorporating Parts II to x of these general Terms and Conditions.

‘Delivery Month’ Means the Month specified in the Agreement during which delivery of the Oil is scheduled to occur.

‘Discharge Terminal’ Means the port, Terminal, berth or other facility at which the Oil is to be discharged from the vessel, from the Tanker or the pipeline. Any references to discharge or discharging port or terminal shall be construed as references to the Discharge Terminal.

‘Duty Suspension Regime’ Means a customs approved regime whereby any approved Oil is duty unpaid and is considered not to be in free circulation and among others includes without limitation Oil in transport under Carnet between Bonded Premises, Oil in transport from the port of entry across member states of the EU to another state (whether within the EU or not), and Oil under customs supervision.

‘EEA’ Means the European Economic Area

‘ETA’ Means estimated day/time of arrival.

‘EU’ Means the European Union and includes, where appropriate and when reference is made to EU Regulations, the European Parliament, the Council of the European Union, the European Commission or other relevant regulatory body of the European Union.

‘EURIBOR’ Means the rate per annum determined by the Banking Federation of the European Union for the period of one Month displayed on the appropriate page of the Telerate/Reuters screen (or any replacement page which displays European Union Interbank offered rates for deposits in Euros) on or about 11:00 am CET on the due date (as shown on the commercial invoice) for the offering of deposits in Euro.

‘Euro’, ‘EUR’ and ‘€’ Means the lawful single and common currency of the Eurozone from time to time notwithstanding any change to the membership of the Eurozone.

‘Eurozone’ Means the group of member states of the EU which have adopted and fully incorporated the Euro as their lawful single and common currency in accordance with applicable EU Treaties, which includes (as at December 2012) Austria, Belgium, Cyprus, Estonia, Finland, France, germany, greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain. ‘Eurozone Member’ shall be construed accordingly.

‘Excise Duty’ Means: (a) within the EU, such Tax as may be levied in accordance with EU Directives relating to excise duties (including but not limited to Directive 2008/118/EC); and (b) outside the EU, any similar Tax levied by the relevant authorities; and, in both cases, also includes, where the context permits, mineral oil tax.

‘FSU’ Means any state within the Former Soviet Union.

‘generalised System Means preferences negotiated under the auspices of the world Trade Organisation whereby the import of of Preferences’ certain goods into the USA, the EU, Australia, Canada, Japan, New zealand, Norway, Switzerland, the Czech

Republic, Slovakia, Hungary, Bulgaria, Belarus and the Russian Federation from certain developing countries qualify for a reduced rate of Excise Duty.

‘gOST’ Means gosudarstvennye Standarty.

‘ICS’ Means International Chamber of Shipping.

‘ILU Bulk Oil Clauses 273’ Means the Institute Bulk Oil Clauses issued by the Institute of London Underwriters.

‘IMO’ Means International Maritime Organisation.

‘Independent Inspector’ Means a first class independent inspector appointed in accordance with the terms of the Agreement to determine the quality and/or quantity of the Oil pursuant to and in accordance with the terms of the Agreement.

‘Institute Cargo Clause A’ Means the Institute Cargo Clauses (A) issued by the Institute of London Underwriters.

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‘ISgOTT’ Means the International Safety guide for Oil Tankers and Terminals published by the International Chamber of Shipping and the Oil Companies’ International Marine Forum.

‘ISPS Code’ Means the International Code for the Security of Ships and Port Facilities and the relevant amendments to Chapter xI of SOLAS.

‘Laydays’ Means the range of days specified in the Agreement, or established in accordance with the procedure(s) specified in the Agreement, for (a) the tender of a NOR by the vessel on board which (FOB) or from which (DES/DAT/DAP) the Oil is to be delivered; or (b) in the case of CFR/CIF or CIF Outturn sales, for the completion of delivery in accordance with any Agreement incorporating Parts II to v of these general Terms and Conditions.

‘Letter of Credit’ Means any irrevocable documentary or standby letter of credit opened or to be opened in accordance with the terms of the Agreement.

‘LITASCO’ Means LITASCO SA or any of its Associated Companies or its Affiliates.

‘Loading Terminal’ Means the port, Terminal, berth or other facility at which the Oil is to be loaded on board the vessel, onboard the Tanker or delivered into the pipeline. Any references to load or loading port or terminal shall be construed as references to the Loading Terminal.

‘MARPOL’ Means the International Convention for the Prevention of Pollution from Ships as amended from time to time.

‘Month’ Means a month of the gregorian calendar.

‘MPMS’ Means the API Manual of Petroleum Measurement Standards.

‘MTSA’ Means the US Maritime Transportation Security Act 2002.

‘NOR’ Means the valid notice of readiness to load/discharge the Oil as given by the master and/or vessel in accordance with the Agreement.

‘Normal Banking Business’ Means the normal hours of business fixed by banks in the specified place.

‘OCIMF’ Means the Oil Companies International Marine Forum.

‘Office Hours’ Means the hours in a working Day between 09:00 and 18:00 geneva time.

‘Oil’ Means the Crude or Product sold under this Agreement.

‘Party’ Means a party to the Agreement.

‘Platts’ Means the price index in respect of the particular specification of Crude or Product sold under the Agreement published by Mcgraw Hill.

‘Preferential Agreement’ Means an international agreement either between the EU and a state outside of the EU (a “non EU state”) or between two non EU states in accordance with which qualifying goods may be imported into one of the states which is a party to the agreement at a preferential rate of Excise Duty or customs duties.

‘Product’ Means wholly or partly refined petroleum product or petrochemical product of the grade specified in the Confirmation.

‘Publication’ Means any official provider of Energy information (including but not limited to Platt’s, Argus) or any official Commodity & Energy market (including but not limited to NYMEx, ICE/IPE), or any other source of information used in the Commodity & Energy industry which might be agreed between the Parties.

‘Purchase Confirmation’ Means the confirmation from the Buyer, substantially in the form appearing at Schedule 4 of these general Terms and Conditions, that it has agreed to purchase the Oil from LITASCO and that it will pay the price in respect of the Oil to LITASCO’s bank account.

‘Q 88’ Means the Intertanko Standard Tanker voyage Chartering Questionnaire 1988 (version 2).

‘Rapid Communication’ Means a method of written communication which is rapid including fax or e-mail.

‘Regulations’ Means any laws, statutes, statutory instruments, rules, regulations, directives or decrees of any state (including the EU), government, instrument of government or public authority and/or, if the context permits, any agreements, concessions and arrangements with any government, instrument of government or public authority.

‘Routing Cable’ Means the instruction given by the pipeline owner/operator to the pipeline system for the transportation of the Oil through the pipeline system.

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‘Running Hours’ Means a continuous period of hours.

‘Seller’s Suppliers’ Means any corporate body or person being a direct or indirect source of supply for the Seller.

‘SOgA’ Means the Sale of goods Act 1979 as may be amended from time to time.

‘SOLAS’ Means the International Convention for the Safety of Life at Sea, 1974 as amended from time to time.

‘STS Operations’ Means any operations involving the loading of Oil on board or the discharging of Oil from or the lightering of the nominated vessel by way of ship to ship transfer.

‘Tanker’ Means a road tanker or rail tank car, as is applicable, used to carry the Oil to the destination in accordance with the Agreement.

‘Tax’ or ‘Taxes’ Means all taxes, duties, imposts, fees and charges whatsoever (including but not restricted to such taxes, duties, imposts, fees and charges imposed or levied by any governmental, local or port authority) arising in connection with the Oil, its sale, transportation, ownership, delivery, export or use; but shall exclude any taxes imposed or levied on a person (individual, company or other entity) related to its business generally (such as income tax, corporation tax or similar).

‘TBN’ Means to be nominated.

‘Terminal’ Means a place of loading or discharging of the Oil or a place where the Oil is to be or is being, stored or handled and shall include, where the context permits, storage facilities, pipelines, tanks, loading and discharge facilities and other facilities at such place.

‘Ton’ Means a metric tonne in vacuum or air, in accordance with standard practice at the Loading Terminal, or Discharge Terminal (as applicable) or as defined in the Agreement.

‘USD’, ‘US$’ or ‘US dollar’ Means United States dollar, the currency of the United States of America.

‘USD LIBOR’ Means the London Interbank Offered Rates for deposits of US dollars for the period of one Month at or about 11:00 hours London time on the due date (as shown on the commercial invoice) as displayed on the relevant page on the Reuters Monitor Money Rates Service (or a replacement page which displays London Interbank Offered Rates of leading banks for US dollar deposits).

‘vAT’ Means: (a) within the EU, such Tax as may be levied in accordance with the EU Directive 2006/112/EC (as may be amended or replaced) in the common system of value added tax; and (b) outside the EU, any Tax levied by reference to added value, use or supplies or investment Tax.

‘vEF’ Means vessel’s experience factor.

‘vessel’ Means sea or ocean carrier or ship which is wholly or mainly constructed or is adapted for the carriage of Oil and shall, where the context permits, include Barges.

‘working Days’ Means normal working days in geneva or in the place of delivery, whichever is applicable. A full working day means a total of 8 Office Hours of one normal working day.

‘worldscale’ Means worldwide Tanker Nominal Freight Scale.

‘Year’ Means a gregorian calendar year commencing on the 1st of January and ending with the 31st of December.



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2 APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS

2.1 Unless otherwise expressly agreed, these general terms and conditions and the schedules hereto (referred to collectively as these “general Terms and Conditions”) shall apply to all contracts for the sale or purchase of Oil, by or on behalf of LITASCO into which they are incorporated by reference, whether such contracts are concluded orally, in writing or otherwise.

2.2 These general Terms and Conditions are intended to be supplemented by a Confirmation. In the case of any conflict, ambiguity or inconsistency between the provisions of these general Terms and Conditions and the Confirmation, the provisions of the Confirmation shall prevail.

2.3 The Agreement contains the entire agreement between the Seller and the Buyer and supersedes all representations, prior agreements, oral or written, in connection with the matters which are the subject of the Agreement.

2.4 In the absence of a Confirmation, the provisions of clause 2.3 shall not apply and the Agreement shall comprise these general Terms and Conditions and any other terms agreed, as may be ascertainable from evidence. For the avoidance of doubt, the absence of a Confirmation shall affect neither the validity of an Agreement nor the applicability of these general Terms and Conditions to it.

2.5 If LITASCO issues to the other Party a Confirmation, an amendment to a Confirmation or an addendum to the Agreement and the other Party fails to advise LITASCO in writing of any errors, omissions or inaccuracies in such Confirmation, amendment or addendum (as the case may be) within the earlier of forty-eight (48) hours of transmission by LITASCO or the time of delivery of the Oil, the other Party shall be deemed to have accepted the accuracy of such Confirmation, amendment or addendum (as the case may be) and to have waived any errors, omissions or inaccuracies contained therein.

2.6 Parts I and xI of these general Terms and Conditions shall apply to all contracts referred to in clause 2.1.

2.6.1 Parts II to x shall apply as follows:

2.6.2 Part II: contracts for deliveries FOB

2.6.3 Part III: contracts for deliveries CIF or CFR

2.6.4 Part Iv: contracts for deliveries CIF Outturn

2.6.5 Part v: contracts for deliveries DES / DAP by vessel / DAT by vessel

2.6.6 Part vI: contracts for deliveries Ex Tank/In Tank (In Situ)/ Into Tank

2.6.7 Part vII: contracts for deliveries FIP

2.6.8 Part vIII: contracts for deliveries FCA for inland transportation

2.6.9 Part Ix: contracts for deliveries CPT and CIP for inland transportation

2.6.10 Part x: contracts for deliveries DAF / DDU / DDP / DAP / DAT for inland transportationPA

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FOBCFR AND CIF

CIF OUTTURN CLAUSESDES, DAP, DAT BY vESSEL


PART : II

PART II – FOBThis Part applies to sales “Free on Board”. That is, where the Seller is to load the Oil on board a Vessel to be procured and paid for by the Buyer. The Buyer’s Vessel must arrive at the Loading Terminal within the Laydays specified in the Agreement. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer upon loading. Quality and quantity are determined at the Loading Terminal.

3 DELIVERY, TITLE AND RISK

3.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the manifold flange connection of the vessel’s delivery hose at the Loading Terminal.

3.2 Upon delivery, the Seller’s responsibility for the Oil shall cease, and the Buyer shall assume all risk of loss or damage including but not limited to deterioration or evaporation of the Oil delivered.

3.3 Any loss or damage caused to the Oil or to the environment by the Buyer’s vessel or its officers or crew, shall be borne by the Buyer.

3.4 The Buyer shall indemnify the Seller for any claim made against the Seller in respect of damage to any facilities at the Loading Terminal caused by the Buyer’s vessel.

4 PAYMENT DOCUMENTS

4.1 Unless otherwise specified in the Agreement the documents required for payment shall be:4.1.1 the Seller’s commercial invoice;4.1.2 3/3 original bills of lading in respect of the Oil issued or endorsed to the order of the Buyer or the Buyer’s nominated bank;4.1.3 certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or the place of loading of the Oil; and4.1.4 Certificate of Quantity and Certificate of Quality referred to in clause 5.4.2 In the event that any of the documents stipulated in clause 4.1 are not available on the date of the Seller’s presentation to the

Buyer, payment shall be made against presentation of an original, fax or electronic mail copy of the Seller’s commercial invoice and letter of indemnity substantially in the form of the draft at Schedule 3.

4.3 At the Buyer’s option, any letter of indemnity required pursuant to clause 4.2 shall be supported by an endorsement from an international bank acceptable to the Buyer under the terms of which such international bank assumes joint and several liability under the letter of indemnity. LITASCO shall not be required to support its letter of indemnity with any such bank endorsement or guarantee.

5 QUALITY AND QUANTITY

5.1 The Oil shall be of the quantity, quality, description and specification expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of SOgA are excluded.

5.2 Unless otherwise specified in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance with the standard practice of the Loading Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

5.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares.5.4 The determinations made in accordance with clause 5.2 or as otherwise agreed in the Agreement shall be set out in a Certificate

of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to quality and quantity. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 3.1.

5.5 For the avoidance of doubt, the quantity stipulated in the Certificate of Quantity shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to the quantity delivered. Any discrepancy between the bill of lading quantity and the quantity stated in the Certificate of Quantity shall not affect any of the Buyer’s obligations under the Agreement,

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including but not limited to the Buyer’s payment obligations. The Buyer shall not be entitled to reject a bill of lading based on any such discrepancy.

5.6 If the Oil comprises Crude, the Certificate of Quantity shall state the gross and the net quantities in Ton and/or US Barrels.5.7 If the Oil comprises Crude originating from Russia, CIS or FSU, the net quantity for the purposes of clause 5.6 shall be calculated

as the gross quantity minus water and sediment, as per the Certificate of Quality referred to in clause 5.4, on mass or volume depending on the basic unit of measure. The conversion between US Barrel (rounded down to 3 decimal places) and Ton to be calculated by applying the Barrel/MT conversion factor specified in the “Soyuzneftexport” unified tables based on ASTM D 1250 80 (Tables 51, 53A, 58) with correction factors based on density at 20ºC.

5.8 All measurements and tests for quantity and quality shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the Loading Terminal at the time of loading, unless otherwise specified in the Agreement. Further, unless it is impossible to do so, the Seller shall cause the Loading Terminal to record and to provide all available readings:

5.8.1 by reference to the meter measurements taken from the proved meters at the Loading Terminal in accordance with MPMS Chapter 5; or

5.8.2 if metering facilities are not available or if, in the reasonable opinion of the Independent Inspector appointed in accordance with clause 5.2, the meters did not perform in accordance with MPMS Chapter 5 or were not proven in accordance with MPMS Chapter 4:

(a) if the Oil is loaded directly from static shore tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the loading of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is loaded directly from active shore tanks, by reference to: (i) if the Oil represents 70% (seventy percent) or more of the maximum tank capacity of the vessel, the vessel’s figures adjusted

by the vessel’s vEF in accordance with the vEF Addendum to MPMS Chapter 17.1, using the number of consecutive qualifying voyages required by the relevant API standards in force at the time of delivery; or

(ii) if the Oil represents less than 70% (seventy percent) of the maximum tank capacity of the vessel or if the vessel’s vEF cannot be ascertained in accordance with (i) above, the vessel’s figures without adjustment.

5.9 Representative samples will be drawn from the shore tanks and/or loading line from which delivery is made by applying the standard sampling procedures in force at the Loading Terminal at the time of delivery.

5.10 If representative samples cannot be drawn as specified in clause 5.9 above, representative ship’s tank composite samples shall be drawn using the standard sampling method applicable at the Loading Terminal at the time of delivery.

5.11 Any samples drawn by the Terminal and/or the Independent Inspector shall be sealed, one to be kept by the Seller for not less than ninety (90) days after the date of delivery of the Oil and the other to be delivered to the vessel for the Buyer. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

5.12 Each Party may, at their own expense, have an authorised representative present at the Loading Terminal to observe loading, testing, sampling and measuring, provided that it is reasonably possible to do so.

5.13 Each Party shall use all reasonable endeavours to ensure that the bill of lading: (a) reflects the quantity stated in the Certificate of Quantity; and (b) shall be issued and/or signed and/or released by the Carrier promptly upon the shipper’s request in the usual or customary terms.

5.14 QUALITY OR QUANTITY CLAIMS Unless the Buyer has notified the Seller of any claim relating to the quality or quantity of the Oil in writing, together with

supporting documentation and reasonable details of the facts on which the claim is based, within sixty (60) days from the date of the bill of lading, the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

6 PERFORMING VESSEL

6.1 NOMINATION OF VESSEL6.1.1 No less than five (5) Clear Days prior to the commencement of the Laydays, unless otherwise specified in the Agreement, the

Buyer shall send notice to the Seller nominating a vessel suitable for lifting the Oil.6.1.2 The notice of nomination shall be in writing and shall be accompanied, if available, by a completed Q 88. The notice of nomination

shall also include the following:


(a) the name of the actual vessel, its date of build, flag, deadweight, LOA, beam and summer draught and such other information as may be required by the Loading Terminal operator from time to time;

(b) the grade and quantity of the Oil to be loaded as set out in the Agreement; (c) all cargoes carried by the vessel on its last three voyages and, if available, their origins; (d) the ETA of the vessel at the Loading Terminal; (e) the agreed Laydays as set out in the Agreement; (f) the details of the agent at the Loading Terminal (if available); (g) details of any cargo on board if loading a part cargo including but not limited to its nature, quality and quantity; (h) demurrage rate for the voyage, unless already specified in the Agreement; (i) the vessel’s IMO number; (j) details of the vessel’s ice passport, if applicable; and (k) such other information as the Seller may reasonably request prior to the latest time for the sending of a notice of nomination.6.1.3 For the avoidance of any doubt, a notice of nomination that does not conform with the above shall not constitute a nomination

for the purpose of the Agreement. 6.1.4 If the Buyer or the vessel do not comply with the requirements of clause 6: (a) the Seller may refuse to berth or load the vessel and shall be under no obligation to supply the Oil which otherwise would

have been deliverable to the Buyer; (b) without prejudice to its other rights, the Seller may sell or otherwise dispose of any such Oil or proceed as the Seller may

in its absolute discretion otherwise determine; (c) the Buyer shall be liable for and indemnify the Seller in respect of the costs, losses or damages incurred by the Seller or its

supplier as a result of any breach of clause 6.6.1.5 The Buyer shall furnish immediately upon request by the Seller a full copy of the performing Charterparty and/or fixture confirmation

documents (if available).

6.2 SUBSTITUTION OF VESSEL No less than one (1) Clear working Day prior to the commencement of the Laydays, unless otherwise specified in the Agreement,

the Buyer may substitute the nominated vessel by another vessel of similar class, type, size, capacity and position, complying with the provisions and warranties under clause 6.5 by giving a revised notice of nomination to the Seller in conformity with the requirements of clause 6.1 above, provided that the substitute vessel shall tender NOR to load before or within the Laydays.

6.3 RIGHT TO REJECT VESSEL6.3.1 Notwithstanding anything to the contrary in the Agreement, the Seller shall have the right to: (a) reject any vessel nominated by the Buyer on any reasonable grounds within twenty four (24) hours from the receipt of a

nomination, including a substitute nomination; (b) refuse to accept a vessel for loading on any reasonable grounds; and/or (c) reject any vessel nominated by the Buyer, notwithstanding any prior express or deemed acceptance of such vessel by the Seller

(including without limitation if the vessel is named in the Agreement), on any reasonable grounds if such vessel is involved in any incident or more recent information regarding such vessel becomes available to the Seller at any time after such acceptance which indicates that the information relied upon by the Seller in previously accepting the vessel was materially incorrect or incomplete. Such right may only be exercised prior to the commencement of loading of the vessel.

6.3.2 The Seller shall notify the Buyer in writing of any rejection or refusal to accept a vessel pursuant to clause 6.3.1.6.3.3 without derogating from any other reasonable grounds which may be available to the Seller, it shall be a reasonable ground

for LITASCO to reject or refuse to load a vessel pursuant to this clause 6.3 if the vessel either at the time of nomination or subsequently at any time up to the time of commencement of loading is not approved by any internal ship vetting system operated by LITASCO or alternatively is determined by such ship vetting system to be unacceptable under LITASCO’s ship vetting policy.

6.4 NOTICE OF ACCEPTANCE / REJECTION OF VESSEL6.4.1 The Seller shall notify the Buyer in writing of the acceptance or rejection of the nominated vessel within twenty four (24) hours

from the receipt of a nomination in accordance with clause 6.1 or 6.2.6.4.2 If the Seller fails to comply with clause 6.4.1, the vessel nominated by the Buyer shall be deemed to have been accepted by

the Seller.6.4.3 Any acceptance or deemed acceptance of a vessel pursuant to this clause 6.4 shall be subject to any subsequent right of rejection

pursuant to clause 6.3.1(c).

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6.4.4 The Seller shall incur no liability in reasonably refusing in good faith to accept a vessel and the Seller’s acceptance of any vessel shall not constitute a continuing acceptance of such vessel for any subsequent loading.

6.5 VESSEL WARRANTIES6.5.1 The Buyer hereby declares that it is familiar with all limitations of the Loading Terminal or area and shall not nominate a vessel

exceeding such limitations and that in operational and technical aspects the nominated vessel shall be in full compliance with all applicable Regulations and other requirements of the country of the vessel’s registry and countries, port authorities and Terminals at which vessel may be loading or calling.

6.5.2 The Buyer warrants that, during the currency of the charter relating to the Agreement, the shipowners shall maintain the certificate issued pursuant to the Civil Liability Convention 1969 or the 1992 Protocols to that Convention (or any amendment thereto), whichever be the case.

6.5.3 The Buyer warrants that, during the currency of the charter relating to the Agreement, the owners shall maintain adequate cover in accordance with the terms of the Civil Liability Convention 1969 or the 1992 Protocols (or any amendment thereto) and up to US$1billion (or any greater amount as may be available under the rules of P&I Clubs entered into the International group of P&I Clubs).

6.5.4 The Buyer warrants that each vessel loaded shall be manned and maintained so as to fully comply with the standards set out in ISgOTT, comply with appropriate IMO recommendations and comply with the OCIMF guidelines for the control of drugs and alcohol on board ship (1990), and every further revision or amendment.

6.5.5 If requested by the Seller, the Buyer also agrees that the terms of this clause 6.5 will be incorporated into any bill of lading issued in respect of the Oil sold under the Agreement.

6.5.6 The Buyer warrants that the nominated vessel has sufficient tank capacity to accept the quantity of the Oil in accordance with the Regulations and the standard practice in force at the Loading Terminal at the time of loading.

6.5.7 The Buyer warrants that the nominated vessel is capable of accepting cargo at a rate typical for a vessel of the type, size and characteristics of the nominated vessel loading a cargo of oil of the specification of the Oil.

6.5.8 The Buyer shall comply with the terms and conditions of Part A of Schedule 5. The Buyer shall be liable for and shall indemnify the Seller in respect of any delays, time lost (such time shall not count as laytime or time on demurrage), losses, damage or expenses caused by any failure by the Buyer to comply with any provision of Part A of Schedule 5.

7 LOADING TERMINAL

7.1 LOADING TERMINAL NOMINATIONS7.1.1 If the Agreement provides that the Oil shall be loaded at one or more of a range of ports, the Seller shall inform the Buyer of

the Loading Terminal at least ten (10) working Days prior to the commencement of the Laydays, unless otherwise specified in the Agreement.

7.1.2 Subject to clause 7.1.4, the Seller warrants that the Loading Terminal shall be safe, reachable on arrival and shall be capable of accommodating a vessel of the size and type required to take delivery of the Oil.

7.1.3 The Seller shall comply with the terms and conditions of Part A of Schedule 5.7.1.4 The Buyer warrants that the nominated vessel is familiar with and shall comply with the characteristics, procedures and requirements

of the Loading Terminal.

7.2 DOCUMENTARY INSTRUCTIONS7.2.1 No less than two (2) Clear Days prior to the commencement of the Laydays, unless otherwise specified in the Agreement, the

Buyer shall provide the Seller with full written documentary instructions including full particulars and destination for the bills of lading. If the Buyer fails to provide instructions in accordance with this clause: (a) the Seller shall have the right (but no obligation) to issue its own instructions as it deems appropriate in its absolute discretion; and (b) the Seller shall have no liability to the Buyer if any document issued at the Loading Terminal does not satisfy the Buyer’s requirements.

7.2.2 The Buyer shall be liable for all costs incurred by the Seller and/or any delays (and such time shall not count as laytime or, if the vessel is on demurrage, as time on demurrage) due to the failure of the Buyer to provide instructions in accordance with clause 7.2.1.

7.2.3 The documentary requirements of the Buyer shall in no circumstances affect the payment documents clause and payment terms of the Agreement, whether the Seller complies with such requirements or not.


7.3 VESSEL ETA7.3.1 The Buyer shall give or shall procure that the vessel gives to the Seller or other person at the Seller’s written request the ETA at

the Loading Terminal by means of Rapid Communication at least 72, 48, 24 and 12 hours prior to arrival, advising any variation of more than 4 hours to the last ETA given.

7.3.2 If requested by the Seller, the Buyer shall provide the Seller with reason(s) for any variation(s) in the vessel’s ETA as last communicated to the Seller.

7.3.3 Any delays resulting from any failure to give the notices required by clause 7.3.1 shall not count as laytime or, if the vessel is on demurrage, as time on demurrage.

7.4 SHIFTING The Seller shall have the right to shift the vessel from one berth to another within the Loading Terminal provided that the vessel

can safely leave, reach and always lie afloat at such berths. If: (a) shifting is requested or required by the Seller, the Loading Terminal or any other authority; or (b) shifting is requested or required which is not in conformity with the normal procedures of the Loading Terminal, all shifting costs shall be for the Seller’s account and time spent shifting shall count as laytime or, if the vessel is on demurrage, as time on demurrage. If shifting takes place for any other reason, all shifting costs shall be for the Buyer’s account and time spent shifting shall not count as laytime or, if the vessel is on demurrage, as time on demurrage.

7.5 PORT AND LOADING EXPENSES7.5.1 All expenses ashore pertaining to the pumping of the Oil from shore tanks to the loading vessel shall be borne by the Seller. 7.5.2 All other expenses pertaining to the vessel (including but not limited to all duties, fees, Taxes, quay dues and other charges) and

all charges relating to the berthing and unberthing of the vessel (including but not limited to all pilotage, mooring and towage expenses incurred at the Loading Terminal) shall be borne by the Buyer.

7.6 STS OPERATIONS7.6.1 No STS Operations shall be carried out unless agreed in writing by the Parties.7.6.2 Subject to clause 7.6.3, if the vessel is loaded by STS Operations: (a) the STS Operations shall be carried out at the risk and expense of the Buyer; (b) the Buyer shall indemnify the Seller in respect of any losses, costs, damages and claims arising out of any STS Operations

including but not limited to environmental damage or claims; and (c) the vessel to which Oil is transferred by STS Operations shall be subject to the Seller’s prior acceptance in writing.7.6.3 The Seller shall indemnify the Buyer in respect of any losses, costs, damages and claims arising out of any STS Operations

including but not limited to environmental damage or claims which are caused by the Seller or the Seller’s vessel or its master, crew or owners.

7.6.4 The provisions of clauses 65.1 and 65.3 shall not apply to clauses 7.6.2(b) and 7.6.3.7.6.5 Any STS Operations shall be carried out using qualified personnel in accordance with: (a) the procedures set out in the ICS/OCIMF

ship-to-ship transfer guides in force at that time; (b) any other IMO regulations in force at that time; and (c) the requirements and/or the approval of the relevant authorities.

7.7 VACATION OF BERTH7.7.1 The Buyer’s vessel shall vacate the berth as soon as loading hoses have been disconnected, provided that the vessel’s departure is

not delayed beyond three (3) hours awaiting production of Loading Terminal documents unless such documents can be delivered to the vessel at a suitable anchorage.

7.7.2 If the vessel fails to vacate the berth in accordance with clause 7.7.1 (unless for reasons attributable to the Seller, its supplier or the Loading Terminal operator), any proven loss or damage suffered by the Seller or its supplier or the Loading Terminal operator or any third party due to the Buyer’s failure shall be paid by the Buyer to the Seller.

7.8 BERTH UTILISATION Notwithstanding clause 7.7, if at the Loading Terminal the Seller’s Suppliers or any agency (whether or not an Associated Company

of the Seller) imposes an excess berth utilisation charge in respect of the Buyer’s vessel in accordance with the Loading Terminal Regulations or a contractually agreed or otherwise established scale for any hours of berth utilisation in excess of a specified period of hours (being not less than the Running Hours permitted by the Agreement) but does not impose such charge directly on the Buyer’s vessel itself, such charge shall be for the Buyer’s account.

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8 LAYTIME AND DEMURRAGE

8.1 ARRIVAL OF VESSEL8.1.1 The Buyer shall procure that upon arrival of the vessel at the Loading Terminal or customary anchorage or area, the vessel shall

tender a valid NOR within the Laydays. 8.1.2 If the vessel does not comply with clause 8.1.1 the Seller may, at its absolute discretion and without prejudice to its legal rights

and remedies, terminate the Agreement.8.1.3 Should the Seller choose to load the vessel notwithstanding a failure by the Buyer to comply with the provisions of clause 8.1.1: (a) the Seller shall be deemed to do so without prejudice to all its rights and remedies; and (b) the Running Hours under clause 8.4 shall not commence until the vessel commences loading, notwithstanding any of the

provisions of clause 8.4.

8.2 NOTICE OF READINESS8.2.1 NOR shall not be valid unless: (a) it is tendered in writing by the master of the vessel or the vessel’s appointed agent to the Seller or its appointed agent or

representative; and (b) the vessel is at the customary anchorage of the Loading Terminal, has completed all formalities and is in all respects ready

to load the Oil. 8.2.2 where the vessel tenders NOR and the vessel is not in all respects ready to load the Oil, including but not limited to being

ready in accordance with the provisions of the Agreement or the requirements of the Loading Terminal, the NOR shall become valid and/or be deemed to have been tendered when the vessel has been made ready.

8.2.3 Provided that a valid NOR is tendered in accordance with clauses 8.1 and 8.2, the Seller shall remain obliged to load or continue to load the Oil on board the vessel even if this means completing loading outside the Laydays.

8.3 TIME ALLOWED8.3.1 The time allowed to the Seller for loading a full cargo shall be thirty six (36) Running Hours, or such other period as may be

specified in the Agreement Sundays and holidays included, unless loading on the Sunday or holiday in question is prohibited by law or regulation or custom at the Loading Terminal.

8.3.2 If the Oil forms part of a larger quantity sold or belonging to others, the Running Hours allowed to the Seller shall be the percentage of thirty-six (36) hours (or other period specified in the Agreement) as is represented by the bills of lading or delivery orders relating to the Oil relative to the entire cargo on board the vessel, as represented by all of the bills of lading. For the avoidance of doubt, the following formula shall be used in calculating the amount of the Running Hours allowed for part cargoes:

Total quantity as stated on the bills of lading in respect of the Oil x 36 hours (or such other period as

Total quantity shipped on board the Vessel as per all the bills of lading may be specified in the Agreement)

8.4 RUNNING HOURS8.4.1 Time allowed for loading shall commence: (a) six (6) hours after tendering of NOR (berth or no berth); or (b) upon the vessel being securely moored at the berth or other loading place; whichever occurs first.8.4.2 If NOR is tendered before the Laydays, the time allowed shall commence at 06:00 hours of the first day of the Laydays, or upon

commencement of loading, whichever occurs first.8.4.3 If NOR is tendered after the Laydays, clause 8.1 shall apply.8.4.4 The period of time for loading the Oil shall cease upon disconnection of the loading hoses immediately after loading of the Oil

is completed.

8.5 DEMURRAGE If the time for loading the Oil exceeds the time allowed under clause 8.3, the Buyer’s sole remedy shall be demurrage to be

paid by the Seller at the daily rate calculated in accordance with clause 8.6 below for such excess time.

8.6 DEMURRAGE RATE8.6.1 The daily rate to be used for the purposes of calculating the demurrage payable by the Seller shall be the daily rate specified

in the Agreement.


8.6.2 If no rate is specified in the Agreement, the demurrage rate specified in the Charterparty shall apply provided that the demurrage rate shall not exceed a rate that is reasonable when measured against market rates:

(a) for a vessel of the size and type of the performing vessel; (b) for a voyage from the Loading Terminal to the destination specified in the nomination (or, in the absence of a specified

destination, such other destination as may be appropriate in the circumstances); and (c) on the date of the Charterparty (or, in the absence of a Charterparty, the date of the commencement of loading).8.6.3 If the Parties cannot agree on what rate is reasonable for the purposes of clause 8.6.2 or if no Charterparty rate exists, the

rate shall be calculated by reference to the rate published in worldscale current on the date of the relevant Charterparty (or, in the absence of a Charterparty, on the date of the commencement of loading) for a vessel of the same size and type as the performing vessel and for the voyage intended to be undertaken by the vessel or nearest comparable voyage.

8.6.4 If a vessel loads less than a full cargo or it loads a part cargo, for the purposes of determining the appropriate rate of demurrage under clauses 8.6.2 and 8.6.3, a vessel which has a summer deadweight equal to the cargo or part cargo plus 5 % shall be deemed to have been used.

8.7 HALF RATE DEMURRAGE8.7.1 If demurrage is incurred and time lost is in berthing or loading (a “Delay”), whether prior to or after the expiry of laytime, due

to (each a “Specified Event”): (a) weather and/or sea conditions, including but not limited to lightning, restricted visibility (which shall mean any condition in

which visibility is restricted by fog, mist, falling snow, ice, heavy rainstorms, sandstorms and any other similar causes), storm, wind, waves and/or swells;

(b) fire; (c) explosion; (d) strike, picketing, lockout, slowdown, stoppage or restraint of labour; (e) breakdown of machinery or equipment in or about the facilities of the Seller, supplier or shipper; (f) other events beyond the reasonable control of the Seller or the Buyer,8.7.2 a period of the time on demurrage equal to the Delay shall be paid at half the daily demurrage rate calculated in accordance

with clause 8.6.8.7.3 If, during a period of Delay, a berth is unavailable, the Oil is unavailable for loading or time is lost solely for the Seller’s or the

Loading Terminal’s purposes at the same time that the Specified Event occurs, the Specified Event shall conclusively be deemed to be the sole cause of the Delay provided that the Specified Event:

(a) could have caused the Delay independently of the other events; or (b) could have caused the Delay if the other events had not occurred at the same time.8.7.4 The provisions of this clause 8.7 apply irrespective of whether the Loading Terminal is specified in the Agreement or of any

option as to the Loading Terminal.

8.8 EXCEPTIONS TO LAYTIME AND DEMURRAGE8.8.1 whether or not the vessel is on demurrage, any time taken for any of the following purposes shall not be counted or included

in calculating the time taken by the Seller to load the Oil or time in respect of which the Seller is liable for demurrage: (a) inward passage including but not limited to awaiting daylight, tugs, tide, pilot and moving from anchorage or other waiting

place until the vessel is securely moored at the berth or any other loading place (such passage will not be considered to be shifting under clause 7.4);

(b) awaiting free pratique or customs or immigration procedures or local administration requirements or sanitary clearance or any other reason of similar nature beyond the Seller’s control;

(c) time taken in handling or preparing to handle ballast, slops, bunkers or other substances, unless this is carried out concurrently with loading or other normal cargo operations so that no time is lost in loading;

(d) time taken in cleaning and/or inspecting and/or inerting the vessel’s cargo tanks or pumps, unless this is carried out concurrently with loading or other normal cargo operations so that no time is lost in loading;

(e) time taken for handling and/or cleaning and/or changing and/or inerting the shiplines, unless this is carried out concurrently with loading or other normal cargo operations so that no time is lost in loading;

(f) time spent in complying with the Regulations and other requirements of loading operations of the Terminal including but not limited to any requirements with regard to the equipment on board the vessel;

(g) time spent in complying with local Regulations or any intervention, action or inaction by local authorities (including but not

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limited to port, coast guard, naval, customs, immigration and/or health authorities) excluding port closures due to weather and/or sea conditions;

(h) restrictions on loading operations attributable to the vessel, master, officers, crew and/or owner including but not limited to overflows, breakdowns, inefficiencies, repairs or an inability to load the Oil within the time allowed;

(i) time spent due to labour disputes, strikes, go slows, work to rules, lockouts, stoppages or restraints of labour involving the master, officers or crew of the vessel or tugboats or pilots unless any of the foregoing existed when the Seller nominated the Loading Terminal;

(j) delays caused by the failure of the Buyer to comply with any of the terms of the Agreement including but not limited to delays caused by a failure by the Buyer to comply with the vessel warranties contained in clause 6.5 or its obligations in respect of vessel ETA notices contained in clause 7.3;

(k) any delays caused by an escape or discharge of Oil and/or pollutant substances (“pollutants”) or a grave and imminent danger of an escape or discharge of pollutants on or from the vessel which could lead to a serious danger of pollution damage;

(l) restrictions or prohibitions on loading imposed by the port authority, owner, charterer or master of the vessel; (m) any other delay attributable to the vessel, the Buyer or agents of the Buyer.8.8.2 In case the nominated vessel is part loaded with oil being delivered to the Buyer by another supplier at the same berth or port,

the Seller shall only be liable for demurrage insofar as it arises as a result of delay in loading the part cargo delivered by the Seller.

8.9 DEMURRAGE CLAIMS8.9.1 Notwithstanding clauses 8.5 to 8.8, the Seller shall not be liable for demurrage under the Agreement unless the Seller receives

from the Buyer, within ninety (90) days from the date of the bill of lading, notice of the Buyer’s demurrage claim together with full documentation in support of its claim including:

(a) the Buyer’s calculation of the demurrage due in respect of loading at the Loading Terminal; (b) the copy of the Charterparty; (c) the copy of time log/statement of facts which, wherever possible, shall be signed by the master or the vessel’s agents and

the Terminal or its agent; (d) the copy of the NOR. 8.9.2 If the Buyer fails to comply with this clause 8.9, all claims regarding demurrage shall be deemed to have been waived by the

Buyer and shall be absolutely barred.8.9.3 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under the clause 8.9 will not exceed the

amount of demurrage actually paid by the Buyer.8.9.4 Any demurrage claims notified by LITASCO in accordance with clause 8.9 shall be considered by the Seller within thirty (30)

days of the date of LITASCO’s claim. If the Seller fails to provide any comments on the claim within this period, LITASCO’s claim shall be deemed to have been accepted by the Seller and any defences to the claim shall be deemed to have been waived by the Seller and shall be absolutely barred. Notwithstanding the foregoing, LITASCO may present an invoice for demurrage with its demurrage claim or at any time thereafter and the Seller shall pay the invoice amount not later than five (5) calendar days from the date of LITASCO’s invoice.

8.9.5 If loading of the Oil is not completed within ten (10) days of the tender of NOR, LITASCO may at any time or times thereafter, upon written demand to the Seller, require that the Seller: (a) pay to LITASCO demurrage accrued as at the date of the demand, which demurrage shall be immediately due and payable; (b) make payments to LITASCO in respect of demurrage accruing every ten (10) days following the demand, which demurrage shall be immediately due and payable at the end of every ten (10) day period; and/or (c) procure the issuance to LITASCO of a guarantee or other financial security in a form and amount acceptable to LITASCO covering any demurrage accrued and expected to accrue in the future relating to the loading of the Oil.

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PART : III

PART III – CFR AND CIFThis Part applies to sales “Cost and Freight” or “Cost, Insurance and Freight”. That is, where the Seller is to procure and pay for a Vessel on board which the Oil is to be loaded for carriage to the Discharge Terminal. If the Agreement is in respect of CIF sales, the Seller must also procure and pay for an insurance policy in respect of the Oil. The Oil must be loaded within the Laydays specified in the Agreement. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer on loading. Quality and quantity are determined at the Loading Terminal.


9.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the manifold flange connection of the vessel’s delivery hose at the Loading Terminal.


9.3 If the Oil forms part of a larger bulk of cargo sold or belonging to other buyers and is not identifiable or ascertainable as a differentiated part cargo:

9.3.1 delivery shall be deemed completed and title and risk shall pass to the Buyer when the entire bulk is loaded; 9.3.2 for the sole purpose of satisfying the conditions set out in section 20A(1)(a) and (b) of the SOgA: (a) the bulk shall become identified by agreement between the Parties upon completion of loading of the entire bulk; and (b) the price shall be deemed to have been paid upon completion of loading of the entire bulk; 9.3.3 upon delivery under clause 9.3.1, the Buyer shall become the owner in common of the entire bulk and at risk in respect of a

percentage of the entire bulk as is represented by the bills of lading (or delivery orders, as the case may be) issued in relation to the Agreement relative to the entire bulk as represented by all of the bills of lading in respect of the bulk.

9.4 Notwithstanding anything to the contrary in the Agreement, if the vessel has commenced or completed loading prior to the vessel nomination, pursuant to clause 13, then, without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, title shall pass or be deemed to pass to the Buyer upon acceptance or deemed acceptance of such vessel nomination by the Buyer, pursuant to clause 13. Delivery and risk shall pass or be deemed to pass to the Buyer when the Oil passes the manifold flange connection of the vessel’s delivery hose at the Loading Terminal.

10 PAYMENT DOCUMENTS

10.1 Unless otherwise specified in the Agreement the documents required for payments shall be:10.1.1 the Seller’s commercial invoice;10.1.2 3/3 original bills of lading in respect of the Oil issued or endorsed to the order of the Buyer or the Buyer’s nominated bank;10.1.3 certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or place of loading of the Oil; 10.1.4 Certificates of Quantity and Certificate of Quality referred to in clause 11; and10.1.5 if the Agreement is in respect of CIF sales, certificate of insurance or insurer(s)’ cover note/policy.10.2 In the event that any documents stipulated in clause 10.1 are not available on the date of the Seller’s presentation to the Buyer,

payment shall be made against presentation of an original, fax or electronic mail copy of the Seller’s commercial invoice and letter of indemnity substantially in the form of the draft at Schedule 3.



11.1 The Oil shall be of the quantity, quality, description and specification expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of the SOgA are excluded.

11.2 Unless otherwise specified in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance

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with the standard practice of the Loading Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

11.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares.11.4 The determinations made in accordance with clauses 11.2 or as otherwise agreed in the Agreement shall be set out in a

Certificate of Quality and Certificate of Quantity issued by an Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to quality and quantity. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 9.1.

11.5 For the avoidance of doubt, the quantity stipulated in the Certificate of Quantity shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to the quantity delivered. Any discrepancy between the bill of lading quantity and the quantity stated in the Certificate of Quantity shall not affect any of the Buyer’s obligations under the Agreement, including but not limited to the Buyer’s payment obligations. The Buyer shall not be entitled to reject a bill of lading based on any such discrepancy.

11.6 If the Oil comprises Crude, the Certificate of Quantity shall state the gross and the net quantities in Ton and/or US Barrels. 11.7 If the Oil comprises Crude originating from Russia, CIS or FSU, the net quantity for the purposes of clause 11.6 shall be calculated





(a) if the Oil is loaded directly from static shore tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the loading of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is loaded directly from active shore tanks, by reference to: (i) if the Oil represents 70% (seventy percent) or more of the maximum tank capacity of the vessel, the vessel’s figures

adjusted by the vessel’s vEF in accordance with the vEF Addendum to MPMS Chapter 17.1, using the number of consecutive qualifying voyages required by the relevant API standards in force at the time of delivery; or

(ii) if the Oil represents less than 70% (seventy percent) of the maximum tank capacity of the vessel or if the vessel’s vEF cannot be ascertained in accordance with (i) above, the vessel’s figures without adjustment.

11.9 Representative samples will be drawn from the shore tanks and/or the loading line from which delivery is made by applying the standard sampling procedures in force at the Loading Terminal at the time of delivery.

11.10 If representative samples cannot be drawn as specified in clause 11.9 above, representative ship’s tank composite samples shall be drawn using the standard sampling method applicable at the Loading Terminal at the time of delivery.

11.11 Any samples drawn by the Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller for not less than ninety (90) days after the date of delivery of the Oil and the other to be delivered to the vessel for the Buyer. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.


11.13 The Seller shall use all reasonable endeavours to ensure that the bill of lading: (a) reflects the quantity referred to in the Certificate of Quantity: and (b) shall be issued and/or signed and/or released by the Carrier promptly upon the shipper’s request in the usual or customary terms.

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supporting documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which discharge of the Oil is completed, the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

12 INSURANCE

12.1 If the Agreement is in respect of CFR sales, the Buyer shall procure and pay for an insurance policy in respect of the Oil at its expense and such insurance shall inure for the benefit of the Seller in any circumstances where the Buyer rejects the Oil or fails, for any reason whatsoever, to pay the price for the Oil.

12.2 If the Agreement is in respect of CIF sales, the Seller shall procure and pay for an insurance policy in respect of the Oil.12.3 The insurance policy to be procured by the Buyer or the Seller, as the case may be, in accordance with the Agreement shall:12.3.1 provide cover against ordinary marine risks and including the risk of shortage, leakage and contamination howsoever caused

(but excluding war, strikes, riots, civil commotions, blocking and trapping) to the full value of the Oil plus 10 %, subject to a deductible of 0.5% on the full value of the Oil;

12.3.2 cover the Oil from passing the manifold flange connection of the vessel’s delivery hose at the Loading Terminal to passing the permanent connection of the vessel’s delivery hose at Discharge Terminal;

12.3.3 be placed with Lloyds or other equivalent insurer(s); and12.3.4 be in accordance with the provisions of the Institute Cargo Clauses (A) or ILU Bulk Oil Clauses 273.

12.4 WAR AND ICE CLAUSE12.4.1 The Seller may, at any time, refuse to direct any vessel: (a) to transit or proceed to or remain in waters if such direction would involve a breach of any Institute warranties (if applicable)

or, in the Seller’s opinion, a risk to the vessel’s safety (including but not limited to risks arising out of war, war-like operations, hostilities, civil strife, terrorism or other politically or religiously motivated activities or piracy) or a risk of ice damage to the vessel;

(b) to transit or proceed to or remain in waters proximately located to a place in which a war (which shall include but not be limited to states of war, war-like operations or hostilities, civil strife, terrorism or other politically or religiously motivated activities or piracy) is present or imminent; or

(c) to any place to which the owners of the vessel reasonably refuse to allow the vessel to proceed or remain pursuant to the terms of the relevant Charterparty.

12.4.2 The Seller may, at any time, refuse to do or cause to be done anything in furtherance of the voyage which in the reasonable opinion of the vessel’s master could expose the vessel, the Oil, any other cargo on board the vessel or the vessel’s crew to danger or risk of loss or harm.

12.4.3 Notwithstanding and without prejudice to the provisions of clauses 12.4.1 and 12.4.2, if the Seller directs a vessel to undertake or complete a voyage as referred to in clause 12.4.1 or 12.4.2 above, the Buyer shall nonetheless reimburse the Seller, upon receipt of the Seller’s invoice supported by proof of payment by the Seller, any costs incurred by the Seller in respect of any additional insurance premium including, but not limited to:

(a) any and all costs in respect of war risk insurance for the vessel’s hull and machinery in respect of the voyages to any of the Loading Terminals or Discharge Terminals or any war through which the vessel has to travel in the performance of the Agreement, including any additional insurance or war risk insurance premium, as well as crew war bonuses or any other bonuses relating to the shipment; and

(b) any other sums that the 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 owner’s insurance and any other costs and/or expenses incurred by the Seller.

13 PERFORMING VESSEL

13.1 NOMINATION OF VESSEL13.1.1 No less than five (5) calendar days prior to the commencement of the Laydays, unless otherwise specified in the Agreement, the

Seller shall give notice to the Buyer nominating a vessel suitable for lifting the Oil.13.1.2 The notice of nomination shall be in writing and shall be accompanied, if available, by a completed Q 88. The notice of nomination

shall also include the following:



(a) the name of the actual vessel on board which the Oil has been or will be delivered, its date of build, flag, deadweight, LOA, beam and summer draught;

(b) the grade and quantity of the Oil loaded or to be loaded as set out in the Agreement; (c) all cargoes carried by the vessel on its last three voyages and, if available, their origins; (d) the ETA of the vessel at the Loading Terminal or, if the vessel is loading or has completed loading prior to the vessel

nomination, the current position of the vessel (if available); (e) the agreed Laydays as set out in the Agreement; (f) details of any other cargo on board the vessel if a part cargo has been or will be loaded including but not limited to its

nature, quality and quantity; (g) demurrage rate for the voyage, unless already specified in the Agreement; (h) the vessel’s IMO number; (i) details of the vessel’s ice passport, if applicable; (j) the bill of lading date (if available); and (k) ETA at the Discharge Terminal (if available).

13.2 SUBSTITUTION OF VESSEL13.2.1 The Seller may substitute the nominated vessel by another vessel of similar, class, type, size, capacity and position and complying

with the provisions and warranties under clause 13.6 by giving a revised notice of nomination to the Buyer in conformity with the requirement of clause 13.1.2 no later than three (3) calendar days prior to the last day of the Laydays and in any event prior to the commencement of loading of the original vessel nominated by the Seller, unless otherwise agreed in writing.

13.3 RIGHT TO REJECT VESSEL13.3.1 Notwithstanding anything to the contrary in the Agreement, the Buyer shall have the right to: (a) reject any vessel nominated by the Seller on any reasonable grounds within twenty four (24) hours from the receipt of a

nomination, including a substitute nomination; (b) refuse to accept a vessel for loading on any reasonable grounds; and/or (c) reject any vessel nominated by the Seller, notwithstanding any prior express or deemed acceptance of such vessel by the Buyer

(including without limitation if the vessel is named in the Agreement), on any reasonable grounds if such vessel is involved in any incident or more recent information regarding such vessel becomes available to the Buyer at any time after such acceptance which indicates that the information relied upon by the Buyer in previously accepting the vessel was materially incorrect or incomplete. Such right may only be exercised prior to the passing of title to the Oil.

13.3.2 The Buyer shall notify the Seller in writing of any rejection or refusal to accept a vessel pursuant to clause 13.3.1.13.3.3 without derogating from any other reasonable grounds which may be available to the Buyer, it shall be a reasonable ground

for LITASCO to reject or refuse to load a vessel pursuant to this clause 13.3 if the vessel either at the time of nomination or subsequently at any time prior to the passing of title to the Oil is not approved by any internal ship vetting system operated by LITASCO or alternatively is determined by such ship vetting system to be unacceptable under LITASCO’s ship vetting policy.

13.4 NOTICE OF ACCEPTANCE/REJECTION OF VESSEL13.4.1 The Buyer shall notify the Seller in writing of the acceptance or rejection of the nominated vessel within twenty four (24) hours

from the receipt of a nomination in accordance with clause 13.1 or 13.2.13.4.2 If the Buyer fails to comply with clause 13.4.1, the vessel nominated by the Seller shall be deemed to have been accepted by

the Buyer.13.4.3 Any acceptance or deemed acceptance of a vessel pursuant to this clause 13.4 shall be subject to any subsequent right of

rejection pursuant to clause 13.3.1(c).13.5 The Buyer shall incur no liability in reasonably refusing in good faith to accept a vessel and the Buyer’s acceptance of any vessel

shall not constitute a continuing acceptance of such vessel for any subsequent loading.

13.6 VESSEL WARRANTIES13.6.1 The Seller hereby declares that the nominated vessel shall be in full compliance with all applicable Regulations and other

requirements of the country of the vessel’s registry and countries, port authorities and Terminals at which the vessel may be discharging.

13.6.2 The Seller warrants that, during the currency of the charter relating to the Agreement, the owners shall maintain the certificate issued pursuant to the Civil Liability Convention 1969 or the 1992 Protocols (or any further amendment thereto), whichever be the case.

13.6.3 The Seller warrants that, during the currency of the charter relating to the Agreement, the owners shall maintain adequate cover

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in accordance with the terms of the Civil Liability Convention 1969 or 1992 Protocols (or any further amendments thereto) and up to US$1billion (or any greater amount as may be available under the rules of P&I Clubs entered into the International group of P&I Clubs).

13.6.4 The Seller warrants that each vessel loaded hereunder shall be manned and maintained so as to fully comply with the standards set out in ISgOTT, comply with appropriate IMO recommendations and comply with the OCIMF guidelines for the control of drugs and alcohol onboard ship (1990), and every further revision or amendment.

13.6.5 The Seller warrants that the nominated vessel has sufficient tank capacity to accept the quantity of the Oil in accordance with the Regulations and that standard practice in force at the Loading Terminal at the time of loading.

13.6.6 Subject to compliance by the Buyer with clause 10 of Part B of Schedule 5, the Seller shall comply with the terms and conditions of Part B of Schedule 5.

13.6.7 The Buyer shall be liable for and shall indemnify the Seller in respect of: (a) any delays, time lost (such time shall count as laytime or time on demurrage), losses, damage or expenses caused by any

failure by the Buyer to comply with clause 15.1.5 and any provision of Part B of Schedule 5; (b) any costs or expenses arising out of or related to security Regulations or measures required by the Discharge Terminal or

facility or any relevant authority in accordance with the ISPS Code, and MTSA, if applicable, including, but not limited to, security guards, launch services, tug escorts, port security fees or Taxes and inspections; and

(c) provided that the Seller has complied with its obligations under Part B of Schedule 5, any delays caused by any additional or special security measures, inspections or other action required by the Discharge Terminal or facility or any relevant authority as a result of the nominated vessel’s previous ports of call and such time shall count as laytime or time on demurrage.

14 DOCUMENTARY INSTRUCTIONS

14.1 No less than two (2) Clear Days prior to the commencement of the Laydays, unless otherwise specified in the Agreement, the Buyer shall provide the Seller with full written documentary instructions including full particulars and destination for the bills of lading. If the Buyer fails to provide instructions in accordance with this clause: (a) the Seller shall have the right (but no obligation) to issue its own instructions as it deems appropriate in its absolute discretion; and (b) the Seller shall have no liability to the Buyer if any document issued at the Loading Terminal does not satisfy the Buyer’s requirements.

14.2 The Buyer shall be liable for all costs incurred by the Seller including but not limited to any demurrage or detention resulting from any delay at the Loading Terminal, Discharge Terminal or during the voyage due to the failure of the Buyer to provide instructions in accordance with clause 14.1.

14.3 The documentary requirements of the Buyer shall in no circumstances affect the payment documents clause and payment terms of the Agreement, whether the Seller complies with such requirements or not.

15 DISCHARGE TERMINAL

15.1 NOMINATION OF DISCHARGE TERMINAL15.1.1 within two (2) working Days from the receipt by the Buyer of the notice of nomination referred to in clause 13 above or at such

other point in time or place as may be specified in the Agreement, the Buyer shall inform the Seller of the Discharge Terminal within the range of options contained in the Agreement.

15.1.2 The Buyer shall be liable for all costs incurred by the Seller including but not limited to any deviation costs or any demurrage or detention resulting from any delay at Loading Terminal, Discharge Terminal or during the voyage due to the failure of the Buyer to nominate the Discharge Terminal in accordance with clause 15.1.1.

15.1.3 The Buyer warrants that the Discharge Terminal shall be safe, reachable on arrival and shall accommodate all of the physical characteristics of the nominated vessel including but not limited to the length, beam and draught of the nominated vessel.

15.1.4 Clause 15.1.3 constitutes a continuing obligation of the Buyer. 15.1.5 The Buyer shall comply with the terms and conditions of Part B of Schedule 5.

15.2 ADDITIONAL, OPTIONAL OR ALTERNATIVE DISCHARGE TERMINAL15.2.1 The Buyer shall have the option to nominate an additional or optional Discharge Terminal provided always that such nomination

accords with the Agreement. 15.2.2 If, at any time after loading but before the commencement of discharge, export of the Oil to the country of destination becomes

prohibited by the country of origin of the Oil, by the United Nations or by any agency thereof, the Buyer shall nominate an



alternative Discharge Terminal acceptable to the Seller within the range of ports specified in and permissible under the Charterparty and which is not subject to any such prohibition.

15.2.3 The Buyer shall be liable for any extra costs (including but not limited to any additional freight or hire, detention and deviation costs) incurred by the Seller as a result of the additional, optional or alternative Discharge Terminal nomination, unless otherwise specified in the Agreement.

15.2.4 The Seller shall account to the Buyer for any reduction in the freight payable by the Seller as a result of an additional, optional or alternative Discharge Terminal nomination pursuant to clauses 15.2.1 and 15.2.2, unless otherwise specified in the Agreement.

15.3 VESSEL ETA15.3.1 The Seller shall give or shall procure that the vessel gives to the Buyer or other person at the Buyer’s written request the ETA at

the Discharge Terminal by means of Rapid Communication at least 48, 24 and 12 hours prior to arrival, advising any variation of more than 4 hours to the last ETA given.

15.3.2 If requested by the Buyer, the Seller shall provide the Buyer with reason(s) for any variation(s) in the vessel’s ETA as last communicated to the Buyer.

15.4 SHIFTING The Buyer shall have the right to shift the vessel from one berth to another within the Discharge Terminal provided that

the vessel can safely reach, leave and always lie afloat at such berth. If: (a) shifting is requested or required by Buyer, the Discharge Terminal or any other authority (including without limitation if the Buyer is unable to receive all or some of the Oil at the nominated place of discharge); or (b) shifting is requested or required which is not in conformity with the normal procedures of the Discharge Terminal, all shifting costs shall be for the Buyer’s account and time spent shifting shall count as laytime or, if the vessel is on demurrage, as demurrage. If shifting takes place for any other reason, all shifting costs shall be for the Seller’s account and time spent shifting shall not count as laytime or, if the vessel is on demurrage, as time on demurrage.

15.5 DISCHARGING EXPENSES AND DUES ON VESSELS All dues and other charges at the Discharge Terminal shall be borne by the Buyer, unless defined by worldscale for vessel owner’s

account in which case the Seller shall bear such dues and other charges, unless otherwise specified in the Agreement.

15.6 LIGHTERING AND STS OPERATIONS15.6.1 Subject to clause 15.6.2, vessels shall not be compelled to lighter at the Discharge Terminal and no STS Operations shall be

carried out unless agreed in writing by the Parties. 15.6.2 The Seller has the right to carry out STS Operations at the Discharge Terminal if STS Operations are requested by the owners

of the vessel or required by reason of fault attributable to the vessel or its owners and such STS Operations shall be subject to the following provisions:

(a) the STS Operations shall be carried out at the risk and the expense of the Seller and all time used in connection with such STS Operations including but not limited to any additional steaming and waiting solely for the purposes of the STS Operations shall not count as laytime or, if the vessel is on demurrage, as time on demurrage;

(b) the Seller shall be liable for any losses, costs, damages and claims arising out of any STS Operations including but not limited to environmental damage or claims;

(c) the vessel to which Oil is transferred shall be subject to the Buyer’s prior acceptance in writing; and (d) the Seller shall provide (as applicable) a copy of the request from the owners of the vessel or a summary of the fault

attributable to the vessel or its owners requiring STS Operations.15.6.3 If any lightering operations are carried out at the request of the Buyer or if the vessel is discharged by ship to ship transfer

operations otherwise than pursuant to clause 15.6.2: (a) the STS Operations (as defined in clause 1) shall be carried out at the risk and the expense of the Buyer and all time used

in connection with such STS Operations including but not limited to any additional steaming and waiting solely for the purposes of the STS Operations (subject to the exceptions set out in clause 16.8, unless otherwise agreed in the Agreement) shall count as laytime or, if the vessel is on demurrage, as time on demurrage;

(b) the Buyer shall indemnify the Seller in respect of any losses, costs, damages and claims arising out of any STS Operations including but not limited to environmental damage or claims;

(c) the vessel to which Oil is transferred by STS Operations shall be subject to the Seller’s prior acceptance in writing.15.6.4 The provisions of clauses 65.1 and 65.3 shall not apply to clauses 15.6.2(b) and 15.6.3(b).15.6.5 Any STS Operations shall be carried out using qualified personnel in accordance with: (a) the procedures set out in the ICS/OCIMF

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15.7 BERTH AND DISCHARGING FACILITIES15.7.1 The Buyer shall procure at its own expense and free of charge to the Seller a discharge berth or place at which the vessel can

when fully laden safely reach, leave and always lie afloat. 15.7.2 The Buyer or its appointed agent or representative shall notify the Seller or its appointed agent or representative of the berth

or place at which the vessel shall discharge the Oil.15.7.3 If the Buyer fails to comply with the provisions of clause 15.7, the Buyer shall be liable for and shall indemnify the Seller in

respect of any claims, losses or damages which arise out of or are caused by such failure.15.7.4 The Buyer is responsible for procuring and maintaining in good working order all necessary connections, hoses, pipes, tank

facilities and any other equipment necessary for the discharge of the Oil at the Discharge Terminal.15.7.5 If any restrictions apply at the Discharge Terminal upon the vessel’s power supply, the Buyer shall, at its sole risk and expense,

supply the necessary power to operate the vessel’s pumps to their full capacity and for general purposes on board the vessel.

15.8 CRUDE OIL WASHING/STRIPPING15.8.1 Any time used during discharge for crude oil washing and/or stripping of cargo tanks and lines (except for any time used to

comply with MARPOL Regulations) shall count as laytime, or if the vessel is on demurrage, as time on demurrage.15.8.2 The Buyer shall advise the Seller at least three (3) working Days prior to the vessel’s arrival at the Discharge Terminal as to

whether crude oil washing is required.

15.9 DISCHARGE WITHOUT PRODUCTION OF ORIGINAL BILL OF LADING15.9.1 If the vessel arrives at the Discharge Terminal before the bills of lading are available for presentation to the master, the Buyer

shall, upon written request to do so by LITASCO: (a) furnish to LITASCO a counter indemnity, in a form acceptable to LITASCO, in respect of all liabilities that LITASCO assumes as

a consequence of LITASCO furnishing direct to the master/owners a letter of indemnity, in such form as may reasonably be require by the master/owners, indemnifying the Carrier against the consequences of the discharge of the Oil without the production of the original bill(s) of lading. LITASCO shall not furnish the master/owners with a letter of indemnity until it receives the Buyer’s counter indemnity, or

(b) procure the presentation to the master/owners of a letter of indemnity, in such form as may reasonably be required by the master/owners, indemnifying the Carrier against the consequences of discharge of the Oil without the production of the original bill(s) of lading.

15.9.2 At LITASCO’s option, any letter of indemnity required pursuant to clause 15.9.1 shall be supported by an endorsement from an international bank acceptable to LITASCO under the terms of which such international bank assumes joint and several liability under the letter of indemnity.

15.9.3 For the avoidance of doubt, if the Oil is to be discharged in accordance with clause 15.9.1, the vessel shall not be compelled to commence discharge until or unless the Buyer complies with clause 15.9.1 and any time so lost prior to the commencement of discharge shall count as laytime or, if the vessel is on demurrage, as time on demurrage.

15.10 VOYAGE DELAYS15.10.1 The Buyer shall be liable for and shall indemnify the Seller in respect of all costs incurred by the Seller (including but not limited

to any demurrage, detention, additional freight or hire and deviation costs) as a result of any delays during the voyage attributable to the Buyer (including but not limited to any failure to comply with the provisions of clauses 14, 15.1.1, 15.2.2 or 15.7).

15.11 ESTIMATED ARRIVAL DATE/PERIOD15.11.1 Notwithstanding any other provision of the Agreement (including without limitation the Confirmation) to the contrary, if LITASCO

is the Seller and the Agreement expressly or implicitly provides and/or LITASCO otherwise expressly or implicitly communicates to the Buyer any dates or period within which the nominated vessel is to arrive at the Discharge Terminal and/or the Oil is to be discharged, any such dates or period shall be deemed to be estimated and constitute an indication only without any guarantee whatsoever. Under no circumstances whatsoever does LITASCO warrant, undertake or guarantee that the vessel and/or the Oil will arrive at the Discharge Terminal within any such dates or period or at all. LITASCO shall not assume any responsibility for or have any liability to the Buyer relating to the arrival of the vessel and/or the Oil at the Discharge Terminal and/or when the Oil will be discharged. The rights and obligations of the Parties under this Part III (including without limitation as to the passing of risk pursuant to clause 9.1) shall remain unchanged.




16.1 ARRIVAL OF VESSEL The Seller shall procure that, upon the arrival of the vessel at the Discharge Terminal or customary anchorage or area, the vessel

shall tender its NOR as per the Charterparty.

16.2 TIME ALLOWED16.2.1 The time allowed to the Buyer for discharging the Oil shall be thirty-six (36) Running Hours, or such other period as may be

specified in the Agreement, Sundays and holidays included, unless discharging on the Sunday or holiday in question is prohibited by law or regulation or custom at the Discharge Terminal.

16.2.2 If the Oil forms part of a quantity sold or belonging to others, the Running Hours allowed to the Buyer shall be the percentage of thirty-six (36) hours (or other period specified in the Agreement) as is represented by the bills of lading or delivery orders relating to the Oil relative to the entire cargo on board the vessel, as represented by all of the bills of lading. For the avoidance of doubt, the following formula shall be used in calculating the amount of the Running Hours allowed for part cargoes:



16.3 RUNNING HOURS16.3.1 Time allowed for discharging shall commence: (a) six (6) hours after tendering of NOR (berth or no berth); or (b) upon the vessel being securely moored at the berth or other discharging places; whichever occurs first. 16.3.2 The period of time for discharging the Oil shall cease upon disconnection of the discharging hoses immediately after discharging

of the Oil is completed.

16.4 DEMURRAGE If the time for discharging the Oil exceeds the time allowed under clause 16.2 the Seller’s sole remedy shall be demurrage to

be paid by the Buyer at the daily rate calculated in accordance with clause 16.5 below for such excess time, independently of calculations under the Charterparty.

16.5 DEMURRAGE RATE16.5.1 The daily rate to be used for the purposes of calculating the demurrage payable by the Buyer shall be the daily rate specified

in the Agreement. 16.5.2 If no rate is specified in the Agreement, the demurrage rate specified in the Charterparty shall apply provided that the demurrage

rate shall not exceed a rate that is reasonable when measured against market rates: (a) for a vessel of the size and type of the performing vessel; (b) for a voyage from the Loading Terminal to the Discharge Terminal; and (c) on the date of the Charterparty (or, in the absence of a Charterparty, the date of the commencement of loading).16.5.3 If the Parties cannot agree on what rate is reasonable for the purposes of clause 16.5.2 or if no Charterparty rate exists, the

rate shall be calculated by reference to the rate published in worldscale current on the date of the relevant Charterparty (or, in the absence of a Charterparty, on the date of the commencement of loading) for a vessel of the same size and type as the performing vessel and for the voyage undertaken by the vessel or nearest comparable voyage.

16.6 If a vessel discharges less than a full cargo or it discharges a part cargo, for the purposes of determining the appropriate rate of demurrage under clauses 16.5.2 and 16.5.3, a vessel which has a summer deadweight equal to the cargo or part cargo plus 5% shall be deemed to have been used.

16.7 HALF RATE DEMURRAGE16.7.1 If demurrage is incurred and time lost is in berthing or discharging (a “Delay”), whether prior to or after the expiry of laytime,

due to (each a “Specified Event”): (a) weather and/or sea conditions, including but not limited to lightning, restricted visibility (which shall mean any condition in


(b) fire; (c) explosion;

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(d) strike, picketing, lockout, slowdown, stoppage or restraint of labour; (e) breakdown of machinery or equipment in or about the facilities of the Buyer or receiver; (f) other events beyond the reasonable control of the Seller or the Buyer,16.7.2 a period of the time on demurrage equal to the Delay shall be paid at half the daily demurrage rate calculated in accordance

with clause 16.5.16.7.3 If, during a period of Delay, a berth is unavailable or time is lost solely for the Seller’s or the Discharge terminal’s purposes at

the same time that the Specified Event occurs, the Specified Event shall conclusively be deemed to be the sole cause of the Delay provided that the Specified Event:

(a) could have caused the Delay independently of the other events; or (b) could have caused the Delay if the other events had not occurred at the same time.16.7.4 The provisions of this clause 16.7 shall apply irrespective of whether the Discharge Terminal is specified in the Agreement or of

any option as to the Discharge Terminal.16.7.5 If the vessel is discharged (fully or partly) by STS Operations, this clause 16.7 shall not apply to any Delay due to clause 16.7.1(a)

during such STS Operations.

16.8 EXCEPTIONS TO LAYTIME AND DEMURRAGE16.8.1 whether or not the vessel is on demurrage, any time taken for any of the following purposes shall not be counted or included

in calculating the time taken by the Buyer to discharge the Oil or time in respect of which the Buyer is liable for demurrage: (a) inward passage including but not limited to awaiting daylight, tugs, tide or pilot and moving from anchorage or other waiting

place, even if lightering has taken place at the anchorage or other waiting place, until the vessel is securely moored at the berth or any other discharging place (such passage will not be considered to be shifting under clause 15.4);

(b) awaiting free pratique or customs or immigration procedures or local administration requirements or sanitary clearance or any other reason of similar nature beyond the Buyer’s control;

(c) time taken in handling or preparing to handle ballast, slops, bunkers or other substances, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(d) time taken in cleaning and/or inspecting and/or inerting the vessel’s cargo tanks or pumps, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(e) time taken for handling and/or cleaning and/or changing and/or inerting the shiplines, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(f) time spent in complying with the Regulations and other requirements of discharging operations of the Terminal including but not limited to any requirements with regard to the equipment on board the vessel;

(g) time spent in complying with local Regulations or any intervention, action or inaction by local authorities (including but not limited to port, coast guard, naval, customs, immigration and/or health authorities) excluding port closures due to weather and/or sea conditions;

(h) restrictions on discharging operations attributable to the vessel, master, officers, crew and/or owner including but not limited to overflows, breakdowns, inefficiencies, repairs or an inability to discharge the Oil within the time allowed;

(i) time spent due to labour disputes, strikes, go slows, work to rules, lockouts, stoppages or restraints of labour involving the master, officers or crew of the vessel or tugboats or pilots unless any of the foregoing existed when the Buyer nominated the Discharge Terminal;

(j) delays caused by the failure of the Seller to comply with any of the terms of the Agreement including but not limited to delays caused by a failure by the Seller to comply with the vessel warranties contained in clause 13.6;


(l) restrictions or prohibitions on discharge imposed by the port authority, owner, charterer or master of the vessel; (m) any other delay attributable to the vessel, the Seller or agents of the Seller.16.8.2 In case the nominated vessel discharges oil to another buyer at the same berth or port, the Buyer shall only be liable for

demurrage insofar as and to the extent that demurrage arises as a result of delay in discharging the Oil sold to the Buyer.

16.9 DEMURRAGE CLAIMS16.9.1 Notwithstanding clauses 16.4 to 16.8, the Buyer shall not be liable for demurrage under the Agreement unless the Buyer receives

from the Seller, within ninety five (95) days from the date of Completion of Discharge, notice of the Seller’s demurrage claim together with full documentation in support of its claim including:



(a) the Seller’s calculation of the demurrage due in respect of discharging at the Discharge Terminal; (b) the copy of the Charterparty; (c) the copy of the time log/statement of facts; (d) the copy of any vessel pumping logs; (e) the copy of the NOR. 16.9.2 If the Seller fails to comply with this clause 16.9, all claims regarding demurrage shall be deemed to have been waived by the

Seller and shall be absolutely barred.16.9.3 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under this clause 16.9 will not exceed the

amount of demurrage actually paid by the Seller.16.9.4 Any demurrage claims notified by LITASCO in accordance with clause 16.9 shall be considered by the Buyer within thirty (30)

days of the date of LITASCO’s claim. If the Buyer fails to provide any comments on the claim within this period, LITASCO’s claim shall be deemed to have been accepted by the Buyer and any defences to the claim shall be deemed to have been waived by the Buyer and shall be absolutely barred. Notwithstanding the foregoing, LITASCO may present an invoice for demurrage with its demurrage claim or at any time thereafter and the Buyer shall pay the invoice amount not later than five (5) calendar days from the date of LITASCO’s invoice.

16.9.5 If discharge of the Oil is not completed within ten (10) days of the tender of NOR, LITASCO may at any time or times thereafter, upon written demand to the Buyer, require that the Buyer: (a) pay to LITASCO demurrage accrued as at the date of the demand, which demurrage shall be immediately due and payable; (b) make payments to LITASCO in respect of demurrage accruing every ten (10) days following the demand, which demurrage shall be immediately due and payable at the end of every ten (10) day period; and/or (c) procure the issuance to LITASCO of a guarantee or other financial security in a form and amount acceptable to LITASCO covering any demurrage accrued and expected to accrue in the future relating to the discharge of the Oil.

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PART : IV

PART IV – CIF OUTTURN CLAUSES This Part applies to CIF sales where either: (a) quality and quantity are determined on outturn (i.e. at the Discharge Terminal); or (b) quality is determined at the Loading Terminal and quantity is determined on outturn; but, save as is specified in this Part, the terms are the same as those relating to CIF sales.

17 INCORPORATION OF PART III

The provisions of Part III of these general Terms and Conditions shall apply to this Part as if set out in full, save as provided in respect of the following matters.


18.1 Unless otherwise specified in the Agreement the documents required for payment shall be:18.1.1 the Seller’s commercial invoice;18.1.2 3/3 original bills of lading in respect of the Oil issued or endorsed to the order of the Buyer or the Buyer’s nominated bank;18.1.3 certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or place of loading of the Oil; 18.1.4 Certificates of Quantity and Certificate of Quality referred to in clause 19; and18.1.5 insurance certificate(s) or insurer(s)’ cover note/policy.18.2 In the event that any of the documents stipulated in clause 18.1 are not available on the date of the Seller’s presentation to the



19 QUANTITY AND QUALITY

19.1 The Oil shall be of the quantity, quality, description and specification as expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of SOgA are excluded.

19.2 QUANTITY AND QUALITY DETERMINED ON OUTTURN19.2.1 If the Agreement provides for quality and quantity to be determined at the Discharge Terminal, the provisions of this clause 19.2

shall apply in respect of quantity and quality determination and clause 19.3 shall not apply.19.2.2 Unless otherwise specified in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance with

the standard practice of the Discharge Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

19.2.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares.19.2.4 The determinations made in accordance with clause 19.2.2 or as otherwise agreed in the Agreement and shall be set out in a

Certificate of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to quality and quantity. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after determination.

19.2.5 For the avoidance of doubt, the Seller shall not be liable for any contamination of the Oil affecting any aspect of the quality and/or specification of the Oil not expressly set out in the Agreement which occurs after delivery. The Buyer shall pay the price in respect of the Oil on the basis that such Oil was not so contaminated.

19.2.6 If the Oil comprises Crude, the Certificate of Quantity shall state the gross and the net quantities in Ton and/or US Barrels. 19.2.7 If the Oil comprises Crude originating from Russia, CIS or FSU, the net quantity for the purposes of clause 19.2.6 shall be

calculated as the gross quantity minus water and sediment, as per the Certificate of Quality referred to in clause 19.2.4, on mass or volume depending on the basic unit of measure. The conversion between US Barrel (rounded down to 3 decimal places) and Ton to be calculated by applying the Barrel/MT conversion factor specified in the “Soyuzneftexport” unified tables based on ASTM D 1250 80 (Tables 51, 53A, 58) with correction factors based on density at 20ºC.

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19.2.8 All measurements and tests for quantity and quality shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the Discharge Terminal at the time of discharging, unless otherwise specified in the Agreement. Further, unless it is impossible to do so, the Seller shall cause the Discharge Terminal to record and to provide all available readings:

(a) by reference to the meter measurements taken from the proved meters at the Discharge Terminal in accordance with MPMS Chapter 5; or

(b) if metering facilities are not available or if, in the reasonable opinion of the Independent Inspector appointed in accordance with clause 19.2.2, the meters did not perform in accordance with MPMS Chapter 5 or were not proven in accordance with MPMS Chapter 4:

(i) if the Oil is discharged directly into static shore tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the discharge of the Oil (adjusted for slack volume in shorelines, if any); or

(ii) if the Oil is discharged directly into active shore tanks, by reference to: (A) if the Oil represents 70% (seventy percent) or more of the maximum tank capacity of the vessel, the vessel’s

figures adjusted by the vessel’s vEF in accordance with the vEF Addendum to MPMS Chapter 17.1, using the number of consecutive qualifying voyages required by the relevant API standards in force at the time of discharge;

(B) if the Oil represents less than 70% (seventy percent) of the maximum tank capacity of the vessel or if the vessel’s vEF cannot be ascertained in accordance with (A) above, the quantities specified in the bills of lading relating to the Oil, provided that, if the Oil forms part of a larger cargo on board the vessel, the Oil was loaded segregated from other cargo and is covered by a separate bill of lading or separate bills of lading, or the quantity of Oil can be established by a pro rated calculation of the quantities at load and discharge; or

(C) in all other circumstances, the vessel’s figures without adjustment. 19.2.9 Representative samples will be drawn from the discharging line and/or the receiving shore tanks by applying the standard

sampling procedures in force at the Discharge Terminal at the time of discharging. 19.2.10 If representative samples cannot be drawn as specified in clause 19.2.9 above, representative ship’s tank composite samples

shall be drawn using the standard sampling method applicable at the Discharge Terminal at the time of discharging.19.2.11 Any samples drawn by the Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller and the other to

be kept by the Buyer for not less than ninety (90) days after the date of delivery of the Oil. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and the Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

19.2.12 Each Party may, at their own expense, have an authorised representative present at the Discharge Terminal to observe discharging, testing, sampling and measuring, provided that it is reasonably possible to do so.

19.2.13 In the event of a total loss of the Oil before quality and quantity can be determined in accordance with clause 19.2.2: (a) the quantity of the Oil shall be determined by the certificate of quantity issued at the Loading Terminal at the time of loading

or, if no such certificate was issued, the quantity stated on the bill of lading; (b) the quality of the Oil shall be determined by reference to any certificate of quality or other evidence of the quality of the

Oil issued at the Loading Terminal at the time of loading; (c) the quantity and quality of the Oil determined in accordance with clauses 19.2.13(a) and 19.2.13(b) shall, save in cases of

fraud and/or manifest error, be final, conclusive and binding upon both Parties; and (d) payment shall be made in accordance with the terms of the Agreement upon the presentation of the documents specified

in clause 18.1, as amended by this clause 19.2.13 in respect of the quality and quantity documents.19.2.14 If all or part of the Oil is discharged at the Discharge Terminal and the quantity of the Oil discharged and determined in accordance

with the Agreement is less than the quantity loaded: (a) the Buyer shall, upon written request from the Seller, forthwith: (i) transfer all rights under the bills of lading to the Seller in respect of a quantity equal to the difference between the

loaded quantity and the discharge quantity; and (ii) assign to the Seller the insurance policy (or any certificate of insurance) and the rights of action thereunder. (b) the Seller shall only be required to transfer the rights under the original bills of lading and/or the certificate of insurance to

the Buyer in respect of the quantity discharged if such documents have not at the time in question been provided to the Buyer by the Seller.

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19.2.15 If the quality of the Oil discharged and determined in accordance with the Agreement differs from the quality and/or specification expressly set out in the Agreement and the Buyer accepts the Oil, the Buyer shall, upon written request from the Seller, forthwith:

(a) transfer all rights under the bills of lading to the Seller; and (b) assign to the Seller the insurance policy (or any certificate of insurance) and the rights of action thereunder. 19.2.16 In the event of a transfer or assignment of the rights under the bills of lading and/or certificate of insurance pursuant to clauses

19.2.14 and 19.2.15: (a) the Buyer hereby consents to the use by the Seller, in any action brought by the Seller against any third party, of the Buyer’s

name as claimant and will furnish all such information and execute all such further documents as are necessary for the conduct of any such action; and

(b) the Seller shall indemnify the Buyer against all costs and liabilities incurred as a result of the exercise by the Seller of those rights transferred or assigned to it.

19.3 QUANTITY DETERMINED ON OUTTURN AND QUALITY DETERMINED ON LOADING19.3.1 If the Agreement provides for quality to be determined at the Loading Terminal and quantity to be determined at the Discharge

Terminal, the provisions of this clause 19.3 shall apply in respect of quantity and quality determination and clause 19.2 shall not apply.

19.3.2 Unless otherwise specified in the Agreement: (a) the quality of the Oil shall be determined by and in accordance with the standard practice of the Loading Terminal; (b) the quantity of the Oil shall be determined by and in accordance with the standard practice of the Discharge Terminal; and (c) such determinations shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the

Seller, and appointed by the Seller.19.3.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares.19.3.4 The determinations made in accordance with clause 19.3.2 or as otherwise agreed in the Agreement shall be set out in Certificate

of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to quality and quantity. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after determination.

19.3.5 If the Oil comprises Crude, the Certificate of Quantity shall state the gross and the net quantities in Ton and/or US Barrels. 19.3.6 If the Oil comprises Crude originating from Russia, CIS or FSU, the net quantity for the purposes of clause 19.3.5 shall be

calculated as the gross quantity minus water and sediment, as per the Certificate of Quality referred to in clause 19.3.4., on mass or volume depending on the basic unit of measure. The conversion between US Barrel (rounded down to 3 decimal places) and Ton to be calculated by applying the Barrel/MT conversion factor specified in the “Soyuzneftexport” unified tables based on ASTM D 1250 80 (Tables 51, 53A, 58) with correction factors based on density at 20ºC.

19.3.7 All measurements and tests for quantity shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the Discharge Terminal at the time of discharging, unless otherwise specified in the Agreement. Further, unless it is impossible to do so, the Seller shall cause the Discharge Terminal to record and to provide all available readings:

(a) by reference to the meter measurements taken from the proved meters at the Discharge Terminal in accordance with MPMS Chapter 5; or

(b) if metering facilities are not available or if, in the reasonable opinion of the Independent Inspector appointed in accordance with clause 19.3.2(c), the meters did not perform in accordance with MPMS Chapter 5 or were not proven in accordance with MPMS Chapter 4:

(i) if the Oil is discharged directly into static shore tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the discharge of the Oil (adjusted for slack volume in shorelines, if any); or

(ii) if the Oil is discharged directly into active shore tanks, by reference to: (A) if the Oil represents 70% (seventy percent) or more of the maximum tank capacity of the vessel, the

vessel’s figures adjusted by the vessel’s vEF in accordance with the vEF Addendum to MPMS Chapter 17.1, using the number of consecutive qualifying voyages required by the relevant API standards in force at the time of discharge;

(B) if the Oil represents less than 70% (seventy percent) of the maximum tank capacity of the vessel or if the vessel’s vEF cannot be ascertained in accordance with (A) above, the quantities specified in the bills of lading provided that, if the Oil forms part of a larger cargo on board the vessel, the Oil was loaded segregated from

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other cargo and is covered by a separate bill of lading or separate bills of lading, or the quantity of Oil can be established by a pro rated calculation of the quantities at load and discharge; or

(C) in all other circumstances, the vessel’s figures without adjustment. 19.3.8 All measurements and tests for quality shall otherwise be in accordance with the standard measuring and testing procedures in

effect for Crude or Product at the Loading Terminal at the time of loading, unless otherwise specified in the Agreement. 19.3.9 Representative samples will be drawn: (a) from the shore tanks and/or the loading line from which delivery is made by applying

the standard sampling procedures in force at the Loading Terminal at the time of delivery; and (b) from the discharging line and/or the shore tanks into which the Oil is discharged by applying the standard sampling procedures in force at the Discharge Terminal at the time of discharge of the vessel. The representative samples drawn at the Discharge Terminal shall be for the purposes of determining the density of the Oil in order to determine outturn quantity.

19.3.10 If representative samples cannot be drawn as specified in clause 19.3.9 above, representative ship’s tank composite samples shall be drawn using the standard sampling method applicable respectively at the Loading Terminal at the time of delivery and (for the purposes of density and outturn quantity determination only) at the Discharge Terminal before discharge of the vessel.

19.3.11 Any samples drawn by the Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller for not less than ninety (90) days after the date of delivery of the Oil and the other to be delivered to the vessel for the Buyer. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

19.3.12 Each Party may, at their own expense, have an authorised representative present at the Loading Terminal and Discharge Terminal to observe loading, discharging, testing, sampling and measuring, provided that it is reasonably possible to do so.

19.3.13 In the event of a total loss of the Oil before quantity can be determined in accordance with clause 19.3.2: (a) the quantity of the Oil shall be determined by the certificate of quantity issued at the Loading Terminal at the time of

loading or, if no such certificate was issued, the quantity stated on the bill of lading; (b) the quantity of the Oil determined in accordance with clause 19.3.13(a) shall, save in cases of fraud and/or manifest error,

be final, conclusive and binding upon both Parties; and (c) payment shall be made in accordance with the terms of the Agreement upon the presentation of the documents specified

in clause 18.1, as amended by this clause 19.3.13 in respect of the quantity documents.19.3.14 If all or part of the Oil is discharged at the Discharge Terminal and the quantity of the Oil discharged and determined in accordance

with the Agreement is less than the quantity loaded: (a) the Buyer shall, upon written request from the Seller, forthwith: (i) transfer all rights under the original bills of lading to the Seller in respect of a quantity equal to the difference between

the loaded quantity and the discharge quantity; and (ii) assign to the Seller the insurance policy (or any certificate of insurance) and the rights of action there under; (b) the Seller shall only be required to transfer the rights under the original bills of lading and/or the certificate of insurance to

the Buyer in respect of the quantity discharged if such documents have not at the time in question been provided to the Buyer by the Seller.

19.3.15 In the event of a transfer or assignment of the rights under the original bills of lading and/or certificate of insurance pursuant to clauses 19.3.14:

(a) the Buyer hereby consents to the use by the Seller, in any action brought by the Seller against any third party, of the Buyer’s name as claimant and will furnish all such information and execute all such further documents as are necessary for the conduct of any such action; and

(b) the Seller shall indemnify the Buyer against all costs and liabilities incurred as a result of the exercise by the Seller of those rights transferred or assigned to it.

19.4 QUALITY OR QUANTITY CLAIMS19.4.1 Unless the Buyer has notified the Seller of any claim relating to the quality or quantity of the Oil in writing, together with

supporting documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which discharge of the Oil is completed, the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

19.4.2 For the avoidance of doubt, the provisions of clause 19.4.1 shall not affect the Seller’s right to bring a claim in respect of quantity or quality if the Seller has grounds to believe that any difference between the quantity or quality loaded and discharged arose out of events or the operations undertaken at the Discharge Terminal.

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PART : V

PART V – DES, DAP, DAT BY VESSEL This Part applies to sales “Delivered Ex Ship” / “Delivery At Place” by Vessel / “Delivery At Terminal” by Vessel. That is, where the Seller arranges for the Oil to be carried on board a Vessel to the Discharge Terminal and discharged to the Buyer. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer upon the discharge of the Oil. Quality and quantity are final as per determinations at the Discharge Terminal.


20.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the manifold flange connection of the vessel’s delivery hose at the Discharge Terminal or other Delivery Point specified in the Agreement.



21.1 Unless otherwise specified in the Agreement the documents required for payments shall be:21.1.1 the Seller’s commercial invoice; 21.1.2 Certificate of Quality and Certificate of Quantity issued at the Discharge Terminal and referred to in clause 22;21.1.3 certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or the place of loading of the Oil; and21.1.4 copy NOR tendered by the vessel at the Discharge Terminal.21.2 The Seller shall furnish the Buyer with a copy of the bills of lading in respect of the Oil but such copy bills of lading shall not be

required to be presented as a condition of payment and shall not be referred to in any Letter of Credit as a pre condition to payment.21.3 In the event that any of the documents stipulated in clause 21.1 are not available on the date of the Seller’s presentation to the




22.1 The Oil shall be of the quantity, quality, description and specification as expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of the SOgA are excluded.

22.2 Unless otherwise specified in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance with the standard practice of the Discharge Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

22.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares.22.4 The determinations made in accordance with clause 22.2 or as otherwise agreed in the Agreement shall be set out in a Certificate

of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 20.1.


as the gross quantity minus water and sediment, as per the Certificate of Quality referred to in clause 22.4, on mass or volume depending on the basic unit of measure. The conversion between US Barrel (rounded down to 3 decimal places) and Ton to

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be calculated by applying the Barrel/MT conversion factor specified in the “Soyuzneftexport” unified tables based on ASTM D 1250 80 (Tables 51, 53A, 58) with correction factors based on density at 20ºC.

22.7 All measurements and tests per quantity and quality shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the Discharge Terminal at the time of delivery, unless otherwise specified in the Agreement. Further, unless it is impossible to do so, the Seller shall cause the Discharge Terminal to record and to provide all available readings:

22.7.1 by reference to the meter measurements taken from the proved meters at the Discharge Terminal in accordance with MPMS Chapter 5; or


(a) if the Oil is discharged directly into static shore tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the discharge of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is discharged directly into active shore tanks, by reference to: (i) if the Oil represents 70% (seventy percent) or more of the maximum tank capacity of the vessel, the vessel’s figures

adjusted by the vessel’s vEF in accordance with the vEF Addendum to MPMS Chapter 17.1 using the number of consecutive qualifying voyages required by the relevant API standards in force at the time of delivery;

(ii) if the Oil represents less than 70% (seventy percent) of the maximum tank capacity of the vessel or if the vessel’s vEF cannot be ascertained in accordance with (i) above, the quantities specified in the bills of lading relating to the Oil, provided that, if the Oil forms part of a larger cargo on board the vessel, the Oil was loaded segregated from other cargo and is covered by a separate bill of lading or separate bills of lading, or the quantity of Oil can be established by a pro rated calculation of the quantities at load and discharge; or

(iii) in all other circumstances, the vessel’s figures without adjustment. 22.8 Representative samples will be drawn from the discharging line and/or the shore tanks into which delivery is made by applying

the standard sampling procedures in force at the Discharge Terminal at the time of delivery.22.9 If representative samples cannot be drawn as specified in clause 22.8 above, representative ship’s tank composite samples shall

be drawn using the standard sampling method applicable at the Discharge Terminal at the time of delivery.22.10 Any samples drawn by the Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller and the other to

be kept by the Buyer for not less than ninety (90) days after the date of delivery of the Oil. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and the Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

22.11 Each Party may, at their own expense, have an authorised representative present at the Discharge Terminal to observe discharging, testing, sampling and measuring, provided that it is reasonably possible to do so.

22.12 QUALITY OR QUANTITY CLAIMS22.12.1 Unless the Buyer has notified the Seller of any claim relating to the quality or quantity of the Oil in writing, together with

supporting documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which discharge of the Oil is completed the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

22.12.2 For the avoidance of doubt, the provisions of clause 22.12.1 shall not affect the Seller’s right to bring a claim in respect of quantity or quality if the Seller has grounds to believe that any difference between the quantity or quality loaded and discharged arose out of events or the operations undertaken at the Discharge Terminal.

23 INSURANCE

23.1 The Buyer shall procure and pay for an insurance policy in respect of the Oil at its expense and such insurance shall inure for the benefit of the Seller in any circumstances where the Buyer fails, for any reason whatsoever, to pay the price for the Oil.

23.2 The insurance policy to be procured by the Buyer shall:23.2.1 provide cover against ordinary marine risks/all risks and include the risk of shortage, leakage and contamination howsoever

caused (but excluding, war, strikes, riots, civil commotions, blocking and trapping) to the full value of the Oil plus 10%, subject to a deductible of 0.5% on the full value of the Oil;


23.2.2 cover the Oil from passing the manifold flange connection of the vessel’s delivery hose at the Discharge Terminal until the Seller has received payment in full of the price in accordance with the Agreement;

23.2.3 be placed with Lloyds or other equivalent insurer(s); and23.2.4 be in accordance with the provisions of the Institute Cargo Clauses (A) or ILU Bulk Oil Clauses 273.

23.3 WAR AND ICE CLAUSE23.3.1 The Seller may, at any time, refuse to direct any vessel: (a) to transit or proceed to or remain in waters if such direction would involve a breach of any Institute warranties (if applicable)

or, in the Seller’s opinion, a risk to the vessel’s 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 a risk of ice damage to the vessel;

(b) to transit or proceed to or remain in waters proximately located to a place in which a war (which shall include but not be limited to states of war, war-like operations or hostilities, civil strife, terrorism or other politically or religiously motivated activities or piracy) is present or imminent; or

(c) to any place to which the owners of the vessel reasonably refuse to allow the vessel to proceed or remain pursuant to the terms of the relevant Charterparty.

23.3.2 The Seller may, at any time, refuse to do or cause to be done anything in furtherance of the voyage which in the reasonable opinion of the vessel’s master could expose the vessel, the Oil, any other cargo on board the vessel or the vessel’s crew to danger or risk of loss or harm.

23.3.3 Notwithstanding and without prejudice to the provisions of clause 23.3.1 and 23.3.2, if the Seller directs a vessel to undertake or to complete a voyage as referred to in clauses 23.3.1 or 23.3.2 above, the Buyer shall nonetheless reimburse the Seller, upon receipt of the Seller’s invoice supported by proof of payment by the Seller, any costs incurred by the Seller in respect of any additional insurance premium including, but not limited to:

(a) any and all costs in respect of war risk insurance for the vessel’s hull and machinery in respect of the voyages to any of the Loading Terminals or Discharge Terminals or any war through which the vessel has to travel in the performance of the Agreement, including any additional insurance or war risk insurance premium, as well as crew war bonuses or any other bonuses relating to the shipment; and

(b) any other sums that the 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 owner’s insurance and any other costs and/or expenses incurred by the Seller.

24 PERFORMING VESSEL

24.1 NOMINATION OF VESSEL24.1.1 No less than five (5) calendar days prior to the commencement of the Laydays, unless otherwise specified in the Agreement, the

Seller shall give notice to the Buyer nominating a vessel suitable for delivering the Oil.24.1.2 The notice of nomination shall be in writing and shall be accompanied, if available, by a completed Q 88. The notice of nomination

shall also include the following: (a) the name of the actual vessel on board which the Oil has been or will be shipped, its date of build, flag, deadweight, LOA,

beam and summer draught; (b) the approximate grade and quantity to be delivered; (c) the ETA of the vessel at the Discharge Terminal; (d) the agreed Laydays as set out in the Agreement; (e) details of any other cargo on board the vessel if the Oil is a part cargo including but not limited to its nature, quality and

quantity; (f) the demurrage rate for the voyage, unless already specified in the Agreement; (g) the vessel’s IMO number; (h) details of the vessel’s ice passport, if applicable; and (i) the bill of lading date (if available) and cargo origin.

24.2 SUBSTITUTION OF VESSEL24.2.1 The Seller may substitute the nominated vessel by another vessel of similar, class, type, size, capacity and position and complying

with the provisions and warranties under clause 24.6 provided that the Seller shall give a revised notice of nomination to the



Buyer in conformity with requirements of clause 24.1.2 by no later than one (1) calendar day prior to the original vessel’s ETA at the Discharge Terminal, unless otherwise agreed in writing.

24.3 RIGHT TO REJECT VESSEL24.3.1 Notwithstanding anything to the contrary in the Agreement, the Buyer shall have the right to: (a) reject any vessel nominated by the Seller on any reasonable grounds within twenty four (24) hours from the receipt of a

nomination, including a substitute nomination; (b) refuse to accept a vessel for discharge on any reasonable grounds; and/or (c) reject any vessel nominated by the Seller, notwithstanding any prior express or deemed acceptance of such vessel by the Buyer

(including without limitation if the vessel is named in the Agreement), on any reasonable grounds if such vessel is involved in any incident or more recent information regarding such vessel becomes available to the Buyer at any time after such acceptance which indicates that the information relied upon by the Buyer in previously accepting the vessel was materially incorrect or incomplete. Such right may only be exercised prior to the passing of title to the Oil.

24.3.2 The Buyer shall notify the Seller in writing of any rejection or refusal to accept a vessel pursuant to clause 24.3.1.24.3.3 without derogating from any other reasonable grounds which may be available to the Buyer, it shall be a reasonable ground

for LITASCO to reject or refuse to load a vessel pursuant to this clause 24.3 if the vessel either at the time of nomination or subsequently at any time prior to the passing of title to the Oil is not approved by any internal ship vetting system operated by LITASCO or alternatively is determined by such ship vetting system to be unacceptable under LITASCO’s ship vetting policy.

24.4 NOTICE OF ACCEPTANCE/REJECTION OF NOMINATION24.4.1 The Buyer shall notify the Seller in writing of the acceptance or rejection of the nominated vessel within twenty four (24) hours

from the receipt of a nomination in accordance with clause 24.1 or 24.2. 24.4.2 If the Buyer fails to comply with clause 24.4.1, the vessel nominated by the Seller shall be deemed to have been accepted by

the Buyer.24.4.3 Any acceptance or deemed acceptance of a vessel pursuant to this clause 24.4 shall be subject to any subsequent right of

rejection pursuant to clause 24.3.1(c).24.5 The Buyer shall incur no liability in reasonably refusing in good faith to accept a vessel and the Buyer’s acceptance of any vessel

shall not constitute a continuing acceptance of such vessel for any subsequent loading.

24.6 VESSEL WARRANTIES24.6.1 The Seller hereby declares that the nominated vessel shall be in full compliance with all applicable Regulations and other

requirements of the country of the vessel’s registry and countries, port authorities and Terminals at which the vessel may be discharging.

24.6.2 The Seller warrants that, during the currency of the charter relating to the Agreement, the shipowners shall maintain the certificate issued pursuant to the Civil Liability Convention 1969 or the 1992 Protocols (or any further amendment thereto), whichever be the case.

24.6.3 The Seller warrants that, during the currency of the charter relating to the Agreement, the shipowners shall maintain adequate cover in accordance with the terms of the Civil Liability Convention 1969 or 1992 Protocols (or any further amendments thereto) and up to US$1billion (or any greater amount as may be available under the rules of P&I Clubs entered into the International group of P&I Clubs).

24.6.4 The Seller warrants that each vessel loaded hereunder shall be manned and maintained so as to fully comply with the standards set out in ISgOTT, comply with appropriate IMO recommendations and comply with the OCIMF guidelines for the control of drugs and alcohol onboard ship (1990), and every further revision or amendment.

24.6.5 The Seller warrants that the nominated vessel has sufficient tank capacity to accept the quantity of the Oil in accordance with the Regulations and the standard practice in force at the loading terminal at the time of loading.

24.6.6 Subject to compliance by the Buyer with clause 10 of Part B of Schedule 5, the Seller shall comply with the terms and conditions of Part B of Schedule 5.

24.6.7 The Buyer shall be liable for and shall indemnify the Seller in respect of: (a) any delays, time lost (such time shall count as laytime or time on demurrage), losses, damage or expenses caused by a failure

by the Buyer to comply with clause 25.1.3 and any provision of Part B of Schedule 5; (b) any costs or expenses arising out of or related to security Regulations or measures required by the Discharge Terminal or

facility or any relevant authority in accordance with the ISPS Code, and MTSA, if applicable, including, but not limited to, security guards, launch services, tug escorts, port security fees or Taxes and inspections; and

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(c) provided that the Seller has complied with its obligations under Part B of Schedule 5, any delays caused by any additional or special security measures, inspections or other action required by the Discharge Terminal or facility or any relevant authority as a result of the nominated vessel’s previous ports of call and such time shall count as laytime or time on demurrage.

25 DISCHARGE TERMINAL

25.1 SAFE PORT WARRANTY25.1.1 The Buyer warrants that the nominated Discharge Terminal shall be safe, reachable on arrival and shall accommodate all of the

physical characteristics of the nominated vessel including but not limited to the length, beam and draught of the nominated vessel.

25.1.2 Clause 25.1.1 constitutes a continuing obligation of the Buyer.25.1.3 The Buyer shall comply with the terms and conditions of Part B of Schedule 5.

25.2 ADDITIONAL, OPTIONAL OR ALTERNATIVE DISCHARGE TERMINAL25.2.1 The Buyer shall have the option to nominate an additional or optional Discharge Terminal provided always that such nomination

accords with the Agreement. 25.2.2 If, at any time after loading but before the commencement of discharge, export of the Oil to the country of destination becomes

prohibited by the country of origin of the Oil, by the United Nations or by any agency thereof, the Buyer shall nominate an alternative Discharge Terminal acceptable to the Seller within the range of ports specified in and permissible under the Charterparty and which is not subject to any such prohibition.

25.2.3 The Buyer shall be liable for any extra costs incurred (including but not limited to any additional freight or hire, detention and deviation costs) by the Seller as a result of the additional, optional or alternative Discharge Terminal nomination, unless otherwise specified in the Agreement.

25.2.4 The Seller shall account to the Buyer for any reduction in the freight payable by the Seller as a result of an additional, optional or alternative Discharge Terminal nomination pursuant to clause 25.2.1 and 25.2.2, unless otherwise specified in the Agreement.

25.3 VESSEL ETA25.3.1 The Seller shall give or shall procure that the vessel gives to the Buyer or other person at the Buyer’s written request the ETA at

the Discharge Terminal by means of Rapid Communication at least 48, 24 and 12 hours prior to arrival, advising any variation of more than 4 hours to the last ETA given.

25.3.2 If requested by the Buyer, the Seller shall provide the Buyer with reason(s) for any variation(s) in the vessel’s ETA as last communicated to the Buyer.

25.4 SHIFTING The Buyer shall have the right to shift the vessel from one berth to another within the Discharge Terminal provided that the

vessel can safely reach, leave and always lie afloat at such berth. If: (a) shifting is requested or required by the Buyer, the Discharge Terminal or any other authority (including without limitation if the Buyer is unable to receive all or some of the Oil at the nominated place of discharge); or (b) shifting is requested or required which is not in conformity with the normal procedures of the Discharge Terminal, all shifting costs shall be for the Buyer’s account and time spent shifting shall count as laytime or, if the vessel is on demurrage, as time on demurrage. If shifting takes place for any other reason, all shifting costs shall be for the Seller’s account and time shall not count as laytime or, if the vessel is on demurrage, as time on demurrage.

25.5 LIGHTERING AND STS OPERATIONS25.5.1 Subject to clause 25.5.2, vessels shall not be compelled to lighter at the Discharge Terminal and no STS Operations shall be

carried out unless agreed in writing by the Parties. 25.5.2 The Seller has the right to carry out STS Operations if STS Operations are requested by the owners of the vessel or required by

reason of fault attributable to the vessel or its owners and such STS Operations shall be subject to the following provisions: (a) the STS Operations shall be carried out at the risk and the expense of the Seller and all time used in connection with such

STS Operations including but not limited to any additional steaming and waiting solely for the purposes of the STS Operations shall not count as laytime or, if the vessel is on demurrage, as time on demurrage;

(b) the Seller shall be liable for any losses, costs, damages and claims arising out of any STS Operations including but not limited to environmental damage or claims;

(c) the vessel to which Oil is transferred shall be subject to the Buyer’s prior acceptance in writing; and (d) the Seller shall provide (as applicable) a copy of the request from the owner of the vessel or a summary of the fault

attributable to the vessel or its owners required STS Operations.



25.5.3 If any lightering operations are carried out at the request of the Buyer or if the vessel is discharged by ship to ship transfer operations otherwise than pursuant to clause 25.5.2:

(a) the STS Operations shall be carried out at the risk and the expense of the Buyer and all time used in connection with such STS Operations including but not limited to any additional steaming and waiting solely for the purposes of the STS Operations (subject to the exceptions set out in clause 26.8, unless otherwise agreed in the Agreement) shall count as laytime or, if the vessel is on demurrage, as time on demurrage;

(b) the Buyer shall indemnify the Seller in respect of any losses, costs, damages and claims arising out of any STS Operations including but not limited to environmental damage or claims; and

(c) the vessel to which Oil is transferred by STS Operations shall be subject to the Seller’s prior acceptance in writing.25.5.4 The provisions of clauses 65.1 and 65.3 shall not apply to clauses 25.5.2(b) and 25.5.3(b).25.5.5 Any STS Operations shall be carried out using qualified personnel in accordance with: (a) the procedures set out in the ICS/OCIMF


25.6 BERTH AND DISCHARGING FACILITIES25.6.1 The Buyer shall procure at its own expense and free of charge to the Seller a discharge berth or place at which the vessel can

when fully laden safely reach, leave and always lie afloat. 25.6.2 The Buyer or its appointed agent or representative shall notify the Seller or its appointed agent or representative of the berth

or place at which the vessel shall discharge the Oil.25.6.3 If the Buyer fails to comply with the provisions of clause 25.6, the Buyer shall be liable for and shall indemnify the Seller in

respect of any claims, losses or damages which arise out of or are caused by such failure.25.6.4 The Buyer is responsible for procuring and maintaining in good working order all necessary connections, hoses, pipes, tank

facilities and any other equipment necessary for the discharge of the Oil at the Discharge Terminal.25.6.5 If any restrictions apply at the Discharge Terminal upon the vessel’s power supply, the Buyer shall, at its sole risk and expense,

supply the necessary power to operate the vessel’s pumps to their full capacity and for general purposes on board the vessel.

25.7 CRUDE OIL WASHING/STRIPPING25.7.1 Any time used during discharge for crude oil washing and/or stripping of cargo tanks and lines (except for any time used to

comply with MARPOL Regulations) shall count as laytime, or if the vessel is on demurrage, as time on demurrage.25.7.2 The Buyer shall advise the Seller at least three (3) working Days prior to the vessel’s arrival at the Discharge Terminal as to

whether crude oil washing is required.


26.1 ARRIVAL OF VESSEL The Seller shall procure that, upon arrival of the vessel at the Discharge Terminal or customary anchorage or area the vessel

shall tender its NOR within the Laydays, as per the Charterparty.26.2 TIME ALLOWED26.2.1 The time allowed to the Buyer for discharging the Oil shall be thirty six (36) Running Hours, or other such period as may be

specified in the Agreement, Sundays and holidays included, unless discharging on the Sunday or holiday in question is prohibited by law or regulation or custom at the Discharge Terminal.

26.2.2 If the Oil forms part of a larger quantity sold or belonging to others, the Running Hours allowed to the Buyer shall be the percentage of thirty six (36) hours (or other period specified in the Agreement) as is represented by the bills of lading or delivery orders relating to the Oil relative to the entire cargo on board the vessel, as represented by all of the bills of lading. For the avoidance of doubt, the following formula shall be used in calculating the amount of the Running Hours allowed for part cargoes:



26.3 RUNNING HOURS26.3.1 Time allowed for discharging shall commence: (a) six (6) hours after tendering of NOR (berth or no berth); or (b) upon the vessel being securely moored at the berth or other discharging places; whichever occurs first.

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26.3.2 The period of time for discharging the Oil shall cease upon disconnection of the discharging hoses immediately after discharging of the Oil is completed.

26.4 DEMURRAGE If the time for discharging the Oil exceeds the time allowed under clause 26.2, the Seller’s sole remedy shall be demurrage to

be paid by the Buyer at the daily rate calculated in accordance with clause 26.5 below for such excess time, independently of calculations under the Charterparty.

26.5 DEMURRAGE RATE26.5.1 The daily rate to be used for the purposes of calculating the demurrage payable by the Buyer shall be the daily rate specified

in the Agreement. 26.5.2 If no rate is specified in the Agreement, the demurrage rate specified in the Charterparty shall apply provided that the demurrage

rate shall not exceed a rate that is reasonable when measured against market rates: (a) for a vessel of the size and type of the performing vessel; (b) for a voyage from the Loading Terminal to the Discharge Terminal; and (c) on the date of the Charterparty (or, in the absence of a Charterparty, the date of the commencement of Loading).26.5.3 If the Parties cannot agree on what rate is reasonable for the purposes of clause 26.5.2 or if no Charterparty rate exists, the

rate shall be calculated by reference to the rate published in worldscale current on the date of the relevant Charterparty (or, in the absence of a Charterparty, on the date of the commencement of loading) for a vessel of the same size and type as the performing vessel and for the voyage undertaken by the vessel or nearest comparable voyage.

26.6 If a vessel discharges less than a full cargo or it discharges a part cargo, for the purposes of determining the appropriate rate of demurrage under clauses 26.5.2 and 26.5.3, a vessel which has a summer deadweight equal to the cargo or part cargo plus 5% shall be deemed to have been used.

26.7 HALF RATE DEMURRAGE26.7.1 If demurrage is incurred and time lost is in berthing or discharging (a “Delay”), whether prior to or after the expiry of laytime,

due to (each a “Specified Event”): (a) weather and/or sea conditions, including but not limited to lightning, restricted visibility (which shall mean any condition in


(b) fire; (c) explosion; (d) strike, picketing, lockout, slowdown, stoppage or restraint of labour; (e) breakdown of machinery or equipment in or about the facilities of the Buyer or receiver; (f) other events beyond the reasonable control of the Seller or the Buyer,26.7.2 a period of the time on demurrage equal to the Delay shall be paid at half the daily demurrage rate calculated in accordance

with clause 26.5.26.7.3 If, during a period of Delay, a berth is unavailable or time is lost solely for the Seller’s or the Discharge Terminal’s purposes at

the same time that the Specified Event occurs, the Specified Event shall conclusively be deemed to be the sole cause of the Delay provided that the Specified Event:

(a) could have caused the Delay independently of the other events; or (b) could have caused the Delay if the other events had not occurred at the same time.26.7.4 The provisions of this clause 26.7 shall apply irrespective of whether the Discharge Terminal is specified in the Agreement or of

any option as to the Discharge Terminal.26.7.5 If the vessel is discharged (fully or partly) by STS Operations, this clause 26.7 shall not apply to any Delay due to clause 26.7.1(a)

during such STS Operations.

26.8 EXCEPTIONS TO LAYTIME AND DEMURRAGE26.8.1 whether or not the vessel is on demurrage, any time taken for any of the following purposes shall not be counted or

included in calculating the time taken by the Buyer to discharge the Oil or time in respect of which the Buyer is liable for demurrage:

(a) inward passage including but not limited to awaiting daylight, tugs, tide, pilot and moving from anchorage or other waiting place, even if lightering has taken place at the anchorage or other waiting place, until the vessel is securely moored at the berth or any other discharging place (such passage will not be considered to be shifting under clause 25.4);



(b) awaiting free pratique or customs or immigration procedures or local administration requirements or sanitary clearance or any other reason of similar nature beyond the Buyer’s control;

(c) time taken in handling or preparing to handle ballast, slops, bunkers or other substances, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(d) time taken in cleaning and/or inspecting and/or inerting the vessel’s cargo tanks or pumps, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(e) time taken for handling and/or cleaning and/or changing and/or inerting the shiplines, unless this is carried out concurrently with discharging or other normal cargo operations so that no time is lost in discharging;

(f) time spent in complying with the Regulations and other requirements of discharging operations of the Terminal including but not limited to any requirements with regard to the equipment on board the vessel;

(g) time spent in complying with local Regulations or any intervention, action or inaction by local authorities (including but not limited to port, coast guard, naval, customs, immigration and/or health authorities) excluding port closures due to weather and/or sea conditions;

(h) restrictions on discharging operations attributable to the vessel, master, officers, crew and/or owner including but not limited to overflows, breakdowns, inefficiencies, repairs or an inability to discharge the Oil within the time allowed;

(i) time spent due to labour disputes, strikes, go slows, work to rules, lockouts, stoppages or restraints of labour involving the master, officers or crew of the vessel or tugboats or pilots unless any of the foregoing existed when the Buyer nominated the Discharge Terminal;

(j) delays caused by the failure of the Seller to comply with any of the terms of the Agreement including but not limited to delays caused by a failure by the Seller to comply with the vessel warranties contained in clause 24.6;


(l) restrictions or prohibitions on discharge imposed by the port authority, owner, charterer or master of the vessel; (m) any other delay attributable to the vessel, the Seller or agents of the Seller.26.8.2 In case the nominated vessel discharges oil to another buyer at the same berth or port, the Buyer shall only be liable for

demurrage insofar as and to the extent that demurrage arises as a result of delay in discharging the Oil sold to the Buyer.

26.9 DEMURRAGE CLAIMS26.9.1 Notwithstanding clause 26.4 to 26.8, the Buyer shall not be liable for demurrage under the Agreement unless the Buyer receives

from the Seller, within ninety five (95) days from the date of Completion of Discharge, notice of the Seller’s demurrage claim together with full documentation in support of its claim including:

(a) the Seller’s calculation of the demurrage due in respect of discharging at the Discharge Terminal; (a) the copy of the Charterparty; (b) the copy of the time log/statement of facts; (c) the copy of any vessel pumping logs; (d) the copy of NOR. 26.9.2 If the Seller fails to comply with this clause 26.9, all claims regarding demurrage shall be deemed to have been waived by the

Seller and shall be absolutely barred.26.9.3 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under the clause 26.9 will not exceed the

amount of demurrage actually paid by the Seller.26.9.4 Any demurrage claims notified by LITASCO in accordance with clause 26.9 shall be considered by the Buyer within thirty (30)

days of the date of LITASCO’s claim. If the Buyer fails to provide any comments on the claim within this period, LITASCO’s claim shall be deemed to have been accepted by the Buyer and any defences to the claim shall be deemed to have been waived by the Buyer and shall be absolutely barred. Notwithstanding the foregoing, LITASCO may present an invoice for demurrage with its demurrage claim or at any time thereafter and the Buyer shall pay the invoice amount not later than five (5) calendar days from the date of LITASCO’s invoice.

26.9.5 If discharge of the Oil is not completed within ten (10) days of the tender of NOR, LITASCO may at any time or times thereafter, upon written demand to the Buyer, require that the Buyer: (a) pay to LITASCO demurrage accrued as at the date of the demand, which demurrage shall be immediately due and payable; (b) make payments to LITASCO in respect of demurrage accruing every ten (10) days following the demand, which demurrage shall be immediately due and payable at the end of every ten (10) day period; and/or (c) procure the issuance to LITASCO of a guarantee or other financial security in a form and amount acceptable to LITASCO covering any demurrage accrued and expected to accrue in the future relating to the discharge of the Oil.

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PART : VI

PART VI – EX TANK / IN TANK (IN SITU STOCK TRANSFER) / INTO TANKThis Part applies to sales where:(a) Ex Tank – the Buyer purchases Oil which is situated in a tank controlled or owned by the Seller. Delivery takes place and title and risk of loss or damage to the Oil passes to the Buyer when the Oil passes the outlet flange of the storage tank. (a) In Tank – the Seller transfers title to Oil stored in a tank but the Oil remains in its place. Delivery takes place and title and risk of loss or damage to the Oil passes to the Buyer when the transfer of title is completed. (b) Into Tank – the Buyer receives Oil which is about to be stored in a tank controlled or owned by the Buyer. Delivery takes place and title and risk of loss or damage to the Oil passes to the Buyer when the Oil passes the inlet flange of the Buyer’s receiving storage tankIn either case, quality and quantity are determined at delivery.


27.1 If the Agreement is in respect of sales Ex Tank, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the outlet flange of the Seller’s storage tank from which the Oil is delivered.

27.2 If the Agreement is in respect of sales In Tank, delivery shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass upon confirmation by the tank or Terminal operator of the transfer of the Oil or at such time and date as agreed in the Agreement.

27.3 If the Agreement is in respect of sales Into Tank, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the inlet flange of the Buyer’s storage tank from which the Oil is delivered.

27.4 Upon delivery, the Seller’s responsibility for the Oil shall cease and the Buyer shall assume all risk of loss or damage including but not limited to deterioration or evaporation of the Oil.

27.5 If the Agreement is in respect of a sale In Tank: 27.5.1 the Oil shall be stored in a separate tank and shall not be co mingled with other oil belonging to the Seller or third parties

unless expressly agreed between the Parties and specified in the Confirmation;27.5.2 notwithstanding and without prejudice to clause 27.5.1, if the Oil forms part of a larger bulk of oil stored in the tank and

belonging to the Seller or third parties and the Oil is not identifiable or ascertainable as a differentiated part of the oil stored in the tank:

(a) delivery shall be deemed completed and title and risk of loss or damage to the Oil shall pass to the Buyer in accordance with clause 27.2;

(b) for the sole purpose of satisfying the conditions set out in section 20A(1)(a) and (b) of SOgA: (i) the bulk shall become identified by agreement between the Parties upon delivery; (ii) the price shall be deemed to have been paid upon delivery; and (iii) upon delivery in accordance with clause 27.5.2(a), the Buyer shall become the owner in common of the entire bulk

of Oil stored in the tank and at risk in respect of a percentage of the entire bulk of Oil as is represented by the tank or terminal receipts or tank transfer certificates or other such documents issued in respect of the Agreement relative to the entire bulk of Oil stored in the tank as represented by all of the tank or terminal receipts or tank transfer certificates or other such documents in respect of the entire bulk.


28.1 Unless otherwise specified in the Agreement the document required for payment shall be: 28.1.1 if the Agreement is in respect of sales Ex Tank: (a) the Seller’s commercial invoice; (b) tank or terminal receipts or tank transfer certificate or other such document providing a right to delivery in respect of the

Oil; (c) certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or the place of delivery of the Oil or other appropriate place; (d) Certificate of Quality referred to in clause 29;

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(e) Certificate of Quantity referred to in clause 29; and (f) tank or Terminal operator’s confirmation of release.28.1.2 if the Agreement is in respect of sales In Tank: (a) the Seller’s commercial invoice; (b) tank or terminal receipts or in-tank transfer certificate or other such document providing a right to delivery in respect of the Oil; (c) certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or the place of delivery of the Oil or other appropriate place; (d) Certificate of Quality referred to in clause 29; and (e) Certificate of Quantity referred to in clause 29, whenever possible.28.1.3 if the Agreement is in respect of sales Into Tank: (a) the Seller’s commercial invoice; (b) tank or terminal receipts or tank transfer certificate or other such document providing a right to delivery in respect of the

Oil; (c) certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent

issued by competent authority at the place of origin or the place of loading of the Oil; (d) Certificate of Quality referred to in clause 29; (e) Certificate of Quantity referred to in clause 29; and (f) tank or Terminal operator’s confirmation of receipt.28.2 In the event that any of the documents stipulated in clause 28.1 are not available on the date of the Seller’s presentation to the





29.2 Unless otherwise agreed in the Agreement, the quantity and quality of the Oil shall be determined at the tank by the tank or Terminal operator in accordance with the standard practice of the tank farm or Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to the relevant section of the clause 27.

29.3 The costs of inspection shall be borne by the Seller and the Buyer in equal shares. 29.4 The determinations made in accordance with clause 29.2 or as otherwise agreed in the Agreement shall be set out in a Certificate

of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties.



29.7 All measurements and tests for quantity shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the tank farm or Terminal at the time of delivery, unless otherwise specified in the Agreement. Further, if the Agreement is in respect of sales Ex Tank or Into Tank, unless it is impossible to do so, the Seller shall cause the delivery Terminal to record and to provide all available readings:

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29.7.1 by reference to the meter measurements taken from the proved meters at the delivery Terminal in accordance with MPMS Chapter 5; or

29.7.2 if metering facilities are not available or if, in the reasonable opinion of the Independent Inspector appointed in accordance with clause 29.2, the meters did not perform in accordance with MPMS Chapter 5 or were not proven in accordance with MPMS Chapter 4, for the Oil delivered directly from static tanks, by gauging the shore tanks in accordance with MPMS Chapter 3 immediately before and after the delivery of the Oil (adjusted for slack volume in shorelines, if any).

29.8 Representative samples, if any, will be drawn from the tank(s) from/in which delivery is made by applying the standard sampling procedures in force at the tank farm or Terminal at the time of delivery.

29.9 Any samples drawn by the Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller and the other to be kept by the Buyer for not less than ninety (90) days after the date of delivery of the Oil. The Terminal and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and the Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the Terminal and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

29.10 Each Party may, at their own expense, have an authorised representative present at the tank farm or Terminal to observe loading, testing, sampling and measuring, provided that it is reasonably possible to do so.

29.11 QUALITY OR QUANTITY CLAIMS Unless the Buyer has notified the Seller of any claim relating to quality or quantity of the Oil in writing, together with supporting

documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which delivery of the Oil is completed, the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

30 NOMINATIONS

30.1 Nominations shall be made within the Delivery Period and in accordance with the standard operating procedures of the relevant tank or Terminal operator.

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PART : VII

PART VII – FREE INTO PIPELINE ‘FIP’This Part applies to sales “Free into Pipeline”. That is, sales of Oil by pipeline to a receiving pipeline, tank or other destination. The Seller carries the Oil by pipeline to the delivery acceptance station or other destination specified in the Agreement. Delivery takes place and title and risk of loss or damage to the Oil passes to the Buyer when the Oil passes the inlet flange of the Buyer’s receiving pipeline system. Quality and quantity are determined at the delivery acceptance station.This Part shall also apply to contracts which are on FCA, CPT, CIP, DAF, DDU, DDP, DAP, DAT terms under which the only means of delivery or transport is via pipeline or expressed to be FIP Free carrier, FIP Carriage paid to, FIP Carriage insurance paid to, FIP Delivered at frontier, FIP Delivered duty unpaid, FIP Delivered duty paid, FIP Delivered at place, FIP Delivered at Terminal.


31.1 The Delivery Point shall be the inlet flange of the Buyer’s receiving pipeline system or such other point as may be expressly specified in the Agreement.

31.2 Delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes the Delivery Point.

31.3 Upon delivery, the Seller’s responsibility for the Oil shall cease and the Buyer shall assume all risk of loss or damage including but not limited to deterioration or evaporation of the Oil.


32.1 Unless otherwise specified in the Agreement the documents required for payment shall be:32.1.1 the Seller’s commercial invoice; 32.1.2 copy, fax or electronic copy DAA or other equivalent document. In all cases where a DAA is to be presented, the DAA shall be

issued in accordance with the procedures of the delivery acceptation station specifying the following, unless otherwise defined by the procedures departure / arrival stations:

(a) serial number; (b) date of pumping; (c) number of Routing Cable; (d) number of the customs declaration for the Oil; (e) number of the delivery acceptance station; (f) name of the delivering party’s representative; (g) name of the receiving party’s representative; (h) exporter (source) of the Oil as being the (first) owner; (i) exporter of the Oil as being the Seller; (j) chain of buyers starting with Buyer and listing every buyer in the chain and finishing with the final receiver as advised by

the Buyer; (k) quality measurements for the Oil in accordance with the Agreement; (l) gross and net quantity of the Oil in Ton; and (m) signatures and legible impressions of the stamps of the Seller or its representative or agent and the Buyer of its representative

or agent; 32.1.3 any Certificate of Quality and/or Certificate of Quantity referred to in clause 33. 32.2 In the event that any of the documents stipulated in clause 32.1 are not available on the date of the Seller’s presentation to

the Buyer, payment shall be made against presentation of an original, fax or telex copy of the Seller’s commercial invoice and letter of indemnity substantially in the form of the draft at Schedule 3.

32.3 At the Buyer’s option, any letter of indemnity required pursuant to clause 32.2 shall be supported by an endorsement from an international bank acceptable to the Buyer under the terms of which such international bank assumes joint and several liability under the letter of indemnity. LITASCO shall not be required to support its letter of indemnity with any such tank endorsement or guarantee.

PART

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E IN

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IP’

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33.1 The Oil shall be of the quantity, quality, description and specification as expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of SOgA are excluded.

33.2 Unless otherwise agreed in the Agreement, no independent inspection shall be required by either the Buyer or the Seller. 33.3 Unless otherwise agreed in the Agreement, the quality of the Oil shall be determined by the standard testing methods and

procedures in effect for Crude or Product at the Loading terminal / pipeline facilities at the Delivery Point whose findings shall be set out in a Certificate of Quality or DAA(s) and which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 31.

33.4 Unless otherwise agreed in the Agreement, the quantity of the Oil shall be determined by meter measurements in accordance with methods and procedures in effect for Crude or Product at the Loading Terminal / pipeline facilities at the Delivery Point whose findings shall be set out in a Certificate of Quantity or DAA(s) and which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties.

33.5 If the Oil comprises Crude, the Certificate of Quantity or DAA(s) shall state the gross and the net quantities in Ton and/or US Barrels.

33.6 If the Oil comprises Crude originating from Russia, CIS or FSU, the net quantity for the purposes of clause 33.5 shall be calculated as the gross quantity minus water and sediment, as per the Certificate of Quality or DAA(s) referred to in clause 33.4, on mass or volume depending on the basic unit of measure. The conversion between US Barrel (rounded down to 3 decimal places) and Ton to be calculated by applying the Barrel/MT conversion factor specified in the “Soyuzneftexport” unified tables based on ASTM D 1250 80 (Tables 51, 53A, 58) with correction factors based on density at 20ºC.

33.7 Representative samples, if any, will be drawn at the Delivery Point by applying the standard sampling procedures in force at the Delivery Point at the time of delivery.

33.8 Any samples drawn by the Loading Terminal and/or Independent Inspector shall be sealed, one to be kept by the Seller and the other to be kept by the Buyer for not less than ninety (90) days after the date of delivery of the Oil. The facilities at the Delivery Point and/or the Independent Inspector shall be instructed to retain a further sample for not less than ninety (90) days after the date of delivery of the Oil. In the event of a dispute between the Buyer and the Seller as to the quality and/or the quantity of the Oil delivered, the Buyer and the Seller shall retain and the facilities at the Delivery Point and/or the Independent Inspector shall be instructed to retain samples until the dispute has been determined.

33.9 Each Party may, at its own expense, have an authorised representative present at the Delivery Point to observe the delivery, testing, sampling and measuring of the Oil, provided that it is reasonably possible to do so.


supporting documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which delivery of the Oil is completed the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

34 NOMINATIONS

34.1 Nominations shall be made within the Delivery Period and in accordance with the standard operating procedures of the relevant pipeline operating company.

35 INSURANCE CIP, DAF, DDU, DDP, DAP, DAT SALES VIA PIPELINE

35.1 If the Agreement expressly provides for the Seller to insure the Oil, the Seller shall procure and pay for an insurance policy in respect of the Oil.

35.2 The insurance policy to be procured by the Seller in accordance with the Agreement shall:35.2.1 provide cover against all risks, including the risk of shortage, leakage and contamination howsoever caused (but excluding war,

strikes, riots, civil commotions, blocking and trapping) to the full value of the Oil plus 10%, subject to a deduction of 0.5% on the full value of the Oil;

35.2.2 cover the Oil from delivery to passing the destination specified in the Agreement;

48 litasco PARt VII - FRee Into PIPeLIne ‘FIP’ - 2014 eDItIon

35.2.3 be placed with Lloyds or other equivalent insurer(s); and35.2.4 be in accordance with the provisions of the Institute Cargo Clauses (A) or ILU Bulk Oil Clauses 273 or Bulk Oil Clauses SP-13C.35.3 where the Agreement refers to DAF, DDU, DDP, DAP, DAT, clause 55 of these general Terms and Conditions shall also apply

to the Agreement to the extent that incorporation of clause 55 into the Agreement does not conflict with the terms contained in this Part vII.

PART vIII-Ix-x

FCA FOR INLAND TRANSPORTATION

CPT AND CIP FOR INLAND TRANSPORTATIONDAF / DDU / DDP / DAP / DAT

FOR INLAND TRANSPORTATION

PART

-VIII

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PART : VIII

PART VIII – FCA FOR INLAND TRANSPORTATIONThis Part applies to sales for inland transportation “Free Carrier”. That is, where the Seller is to load the Oil into Tankers to be procured and paid for by the Buyer. The Buyer’s Tankers must arrive at the Loading Terminal within the Delivery Period. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer upon loading. Quality and quantity are final as per determinations at the Loading Terminal. Note: In relation to Agreements that are expressed to be on FCA terms under which the only means of delivery or transport is via pipeline, Part VII of these General Terms and Conditions shall apply.


36.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes:

36.1.1 the inlet flange of the Tanker, if the Oil is bottom loaded; or36.1.2 the outlet of the Loading Terminal’s hose, if the Oil is top loaded. 36.2 Upon delivery, the Seller’s responsibility for the Oil shall cease and the Buyer shall assume all risk of loss or damage including

but not limited to deterioration or evaporation of the Oil.


37.1 Unless otherwise specified in the Agreement the documents required for payment shall be:37.1.1 the Seller’s commercial invoice; 37.1.2 copies of consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil;37.1.3 the Seller’s list of the despatched Tankers showing the quantity or weight of the Oil loaded, the number of Tankers, the dates

of loading and the customs declaration number(s);37.1.4 copy of certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or

equivalent issued by competent authority at the place of origin or the place of loading of the Oil;37.1.5 copy Certificate of Quality referred to in clause 38; and37.1.6 copy Certificate of Quantity referred to in clause 38.37.2 In the event that any of the documents stipulated in clause 37.1 are not available on the date of the Seller’s presentation to the



37.4 The Seller shall furnish the Buyer with the originals of the documents referred to in clauses 37.1.2 and 37.1.4 to 37.1.6, if necessary, upon request by the Buyer when they become available but such original documents shall not be required to be presented as a condition of payment and shall not be referred to in any Letter of Credit as a pre condition to payment.



38.2 Unless otherwise agreed in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance with the standard practice of the Loading Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

38.3 The costs of such determination shall be borne by the Seller and the Buyer in equal shares. 38.4 The determinations made in accordance with clause 38.2, or as may otherwise be agreed in the Agreement, shall be set out

in a Certificate of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud

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and/or manifest error, be final, conclusive and binding upon both Parties. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 36.1.

38.5 For the avoidance of doubt, the quantity stipulated in the Certificate of Quantity shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to the quantity delivered. Any discrepancy between the quantity stated in the consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil and the quantity stated in the Certificate of Quantity shall not affect any of the Buyer’s obligations under the Agreement, including but not limited to the Buyer’s payment obligations. The Buyer shall not be entitled to reject consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil based on any such discrepancy.






(a) if the Oil is loaded directly from static tanks, by gauging the tanks in accordance with MPMS Chapter 3 immediately before and after the loading of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is loaded directly from active tanks, by reference to the weigh-bridge readings or by gauging the Tanker into which the Oil is delivered in accordance with standard measurement procedures at the time and place of loading.

38.9 Representative samples will be drawn from the tank(s) and/or loading line from which delivery is made by applying the standard sampling procedures in force at the Loading Terminal at the time of delivery.

38.10 If representative samples cannot be drawn as specified in clause 38.9 above, representative composite samples shall be drawn from the Tankers using the standard sampling method applicable at the Loading Terminal at the time of delivery.





39 NOMINATIONS

39.1 The Buyer shall give notice to the Seller and the Loading Terminal of the Tanker(s) into which the Oil shall be delivered in accordance with the standard operating procedures of the loading place operator.

39.2 The Buyer shall procure that the nominated Tanker(s) arrive at the loading place and present themselves in readiness to load within the Delivery Period specified in the Agreement.

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39.3 The Buyer shall provide a preliminary schedule of Tanker loadings to the Seller before the start of the Delivery Period and by no later than the time specified in the Agreement. The final schedule of Tanker loadings shall be agreed by both Parties.

39.4 Unless otherwise specified in the Agreement, if the Agreement envisages implicitly or explicitly that there will be a monthly schedule of Tanker loadings (“Monthly Tanker Loading Schedule”), the Monthly Tanker Loading Schedule shall be determined as follows:

39.4.1 By no later than the 25th day of the Month preceding the Month of loading of the Tanker(s) (or the preceding working Day in case the 25th is not a working Day) (“M-1”), the Buyer shall declare in writing to the Seller:

(a) Place of loading; (b) Place of discharge; (c) Route of Tanker(s) to discharge place; (d) The quantity to be loaded during the Month of loading (“M”); (e) The loading period range and the quantity for each quantity to be loaded at the same time.39.4.2 The Monthly Tanker Loading Schedule shall be subject to agreement by the Seller. The Seller shall advise the Buyer if any

modifications to the schedule notified by the Buyer are required.39.4.3 The Parties may subsequently modify the Monthly Tanker Loading Schedule or any parts of it by mutual agreement in writing.

40 TIME ALLOWED FOR LOADING

40.1 The time allowed to the Seller for loading the Oil shall be specified in the Agreement, commencing when the Tanker(s) are made available to the Seller for loading and ceasing when the Tanker(s) are made available to the Buyer for collection.

40.2 Any time taken for any of the following purposes shall not count as time taken to load the Tanker(s):40.2.1 any delays whatsoever attributable to cleaning, inspecting and/or inerting the tanks on the Tanker(s);40.2.2 any delays whatsoever attributable to a breakdown of the Tanker(s);40.2.3 any delays whatsoever attributable to a failure of the Buyer to comply with any requirements of the Loading terminal or with

any term of the Agreement; or40.2.4 any other delay whatsoever attributable to the Tanker(s).40.3 If the time allowed for loading the Oil exceeds the time allowed under clause 40.1, the Buyer’s remedy shall be limited to

damages to be paid by the Seller in respect of the cost to the Buyer of such excess time. Such damages shall be calculated in accordance with the daily rate specified in the Agreement in respect of each Tanker.

40.4 Notwithstanding clause 40.3, all claims in respect of the charges specified in clause 40.3 shall be deemed to have been waived and shall be absolutely barred unless the Buyer gives notice to the Seller of its claim within ninety (90) days of the completion of loading of the Tanker(s).

40.5 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under the clause 40.3 will not exceed the amount of damages actually paid to the owners or operators of the Tanker(s).

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PART : IX

PART IX – CPT AND CIP FOR INLAND TRANSPORTATIONThis Part applies to sales for inland transportation “Carriage Paid to…” or “Carriage and Insurance Paid to…” That is, where the Seller is to procure and pay for Tankers into which the Oil is to be loaded for carriage to the destination. If the Agreement is in respect of CIP sales, the Seller must also procure and pay for an insurance policy in respect of the Oil. The Oil must be loaded within the Delivery Period specified in the Agreement. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer upon loading. Quality and quantity are determined at the Loading Terminal. Note: In relation to Agreements that are expressed to be on CPT or CIP terms under which the only means of delivery or transport is via pipeline, Part VII of these General Terms and Conditions shall apply.


41.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer as the Oil passes:

41.1.1 the inlet flange of the Tanker, if the Oil is bottom loaded; or41.1.2 the outlet of the Loading terminal’s hose, if the Oil is top loaded. 41.2 Upon delivery, the Seller’s responsibility for the Oil shall cease and the Buyer shall assume all risk of loss or damage including

but not limited to deterioration or evaporation of the Oil.


42.1 Unless otherwise specified in the Agreement the documents required for payment shall be:42.1.1 the Seller’s commercial invoice; 42.1.2 copies of consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil;42.1.3 the Seller’s list of the despatched Tankers showing the quantity or weight of the Oil loaded, the number of Tankers, the dates

of loading and the customs declaration number(s);42.1.4 copy of certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or

equivalent issued by competent authority at the place of origin or the place of loading of the Oil;42.1.5 copy Certificate of Quality referred to in clause 43; and42.1.6 copy Certificate of Quantity referred to in clause 43.42.2 In the event that any of the documents stipulated in clause 42.1 are not available on the date of the Seller’s presentation to the



42.4 The Seller shall furnish the Buyer with the originals of the documents referred to in clauses 42.1.2 and 42.1.4 to 42.1.6, if necessary, upon request by the Buyer when they become available but such original documents shall not be required to be presented as a condition of payment and shall not be referred to in any Letter of Credit as a pre condition to payment.



43.2 Unless otherwise agreed in the Agreement, the quantity and quality of the Oil shall be determined by and in accordance with the standard practice of the Loading Terminal. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

43.3 The costs of such determination shall be borne by the Seller and the Buyer in equal shares. 43.4 The determinations made in accordance with clause 43.2, or as may otherwise be agreed in the Agreement, shall be set out

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in a Certificate or Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 41.1.

43.5 For the avoidance of doubt, the quantity stipulated in the Certificate of Quantity shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties as to the quantity delivered. Any discrepancy between the quantity stated in the consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil and the quantity stated in the Certificate of Quantity shall not affect any of the Buyer’s obligations under the Agreement, including but not limited to the Buyer’s payment obligations. The Buyer shall not be entitled to reject consignment note(s), railway bill(s), CMR(s) or other transport document(s) in respect of the Oil based on any such discrepancy.






(a) if the Oil is loaded directly from static tanks, by gauging the tanks in accordance with MPMS Chapter 3 immediately before and after the loading of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is loaded directly from active tanks, by reference to the weigh-bridge readings or by gauging the Tanker into which the Oil is delivered in accordance with standard measurement procedures at the time and place of loading.

43.9 Representative samples will be drawn from the tank(s) and/or the loading line from which delivery is made by applying the standard sampling procedures in force at the Loading Terminal at the time of delivery.

43.10 If representative samples cannot be drawn as specified in clause 43.9 above, representative composite samples shall be drawn from the Tankers using the standard sampling method applicable at the Loading Terminal at the time of delivery.




supporting documentation and reasonable details of the facts on which the claim is based, within thirty (30) days from the date upon which delivery of the Oil is completed, the Buyer’s claim shall be deemed and treated as waived and absolutely barred.

44 INSURANCE

44.1 If the Agreement is in respect of CPT sales, the Buyer shall procure and pay for an insurance policy in respect of the Oil at its expense and such insurance shall inure for the benefit of the Seller in any circumstances where the Buyer rejects the Oil or fails, for any reason whatsoever, to pay the price for the Oil.

44.2 If the Agreement is in respect of CIP sales, the Seller shall procure and pay for an insurance policy in respect of the Oil.

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44.3 The insurance policy to be procured by the Buyer or the Seller, as the case may be, in accordance with the Agreement shall:44.3.1 provide cover against all risks and including the risk of shortage, leakage and contamination howsoever caused (but excluding

war, strikes, riots, civil commotions, blocking and trapping) to the full value of the Oil plus 10 %, subject to a deductible of 0.5% on the full value of the Oil;

44.3.2 cover the Oil from delivery to passing the outlet flange of the Tanker at the Terminal at the destination;44.3.3 be placed with Lloyds or other equivalent insurer(s); and44.3.4 be in accordance with the provisions of the Institute Cargo Clauses (A) or ILU Bulk Oil Clauses 273 or Bulk Oil Clauses SP-13C.

44.4 WAR AND ICE CLAUSE44.4.1 The Seller may, at any time, refuse to direct any Tanker: (a) to transit or proceed to or remain in a country or area if such direction would involve a breach of any Institute warranties

(if applicable) or, in the Seller’s opinion, a risk to the Tanker’s safety or a risk of ice damage to the Tanker; or (b) to transit or proceed to or remain in a place or be proximately located to a place in which a war or a war-like situation is

present or imminent. 44.4.2 The Seller may, at any time, refuse to do or cause to be done anything in furtherance of the voyage which in the reasonable

opinion of the Tanker operator could expose the Tanker, the Oil, or the Tanker’s crew to danger or risk of loss or harm.44.4.3 Notwithstanding and without prejudice to the provisions of clauses 44.4.1 and 44.4.2, if the Seller directs a Tanker to undertake

or complete a voyage as referred to in clause 44.4.1 or 44.4.2 above, the Buyer shall nonetheless reimburse the Seller, upon receipt of the Seller’s invoice supported by proof of payment by the Seller, any additional costs or any loss or damage incurred by the Seller arising out of such direction or voyage.

45 THE PERFORMING TANKER(S)

45.1 NOMINATION OF TANKER(S)45.1.1 The Seller shall procure that the Oil be loaded on board the Tanker during the Delivery Period (if any) specified in the Agreement.45.1.2 The Seller shall give notice to the Buyer and the Loading Terminal of the Tanker(s) into which the Oil shall be delivered in

accordance with the standard operating procedures of the loading place operator, unless otherwise specified in the Agreement.45.1.3 The Seller shall provide a preliminary schedule of Tanker dispatches to the Buyer before the start of the Delivery Period and by

no later than the time specified in the Agreement. The final schedule of Tanker dispatches shall be agreed by both Parties.45.1.4 Unless otherwise specified in the Agreement, if the Agreement envisages implicitly or explicitly that there will be a monthly

schedule of Tanker dispatches (“Monthly Tanker Dispatch Schedule”), the Monthly Tanker Dispatch Schedule shall be determined as follows:

(a) By no later than the 25th day of the Month preceding the Delivery Month of the Tanker(s) (“M-1”) (or the preceding working Day in case the 25th is not a working Day), the Seller shall declare in writing to the Buyer:

- Place of discharge; - Route of Tanker(s) to discharge place; - The quantity to be dispatched during the Delivery Month (“M”); - The dispatch period range and the quantity for each quantity dispatched at the same time. (b) The Monthly Tanker Dispatch Schedule shall be subject to agreement by the Buyer. The Buyer shall advise the Seller if any

modifications to the schedule notified by the Seller are required. (c) The Parties may subsequently modify the Monthly Tanker Dispatch Schedule or any part of it by mutual agreement in writing.

45.2 TANKER’S WARRANTIES The Seller hereby declares that nominated Tanker(s) shall be in full compliance with all applicable Regulations and other

requirements of each country transited by the Tanker(s) including but not limited to the country in which the Tanker(s) are loaded and the country of destination.

45.3 TERMS OF THE CONTRACT OF CARRIAGE The contract of carriage shall be on such terms as are customary for the particular transit and the Carrier shall warrant that the

Tankers are in all respects clean and suitable for the carriage of the Oil.

45.4 COSTS, EXPENSES AND DUES ON THE TANKER(S) All costs, expenses, dues and any other charges whatsoever in connection with the Oil or the Tanker(s) after the delivery of the

Oil shall be borne by the Buyer, unless such costs, expenses, dues or other charges are included in the costs of carriage under the terms of the contract of carriage.

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46 UNLOADING AT THE DESTINATION

46.1 The Buyer shall procure at its own expense facilities at the destination specified in the Agreement at which the Tanker shall unload the Oil.

46.2 The Buyer warrants that the facilities at the destination specified in the Agreement shall be suitable for the unloading of the Oil from the Tanker.

46.3 At all times when the Tanker(s) are in the custody of the Buyer, the Buyer shall be responsible for and indemnify the Seller in respect of any loss of, damage to or harm to any Tanker, its equipment or crew.

46.4 If the Oil is carried on more than one rail Tanker, the Buyer shall return the rail Tankers together at the same time for collection by the Seller, as per instructions received by the Buyer, unless otherwise specified in the Agreement.

47 TIME ALLOWED FOR UNLOADING

47.1 The time allowed to the Buyer for unloading the Oil shall be specified in the Agreement, commencing when the Tanker(s) are made available to the Buyer for unloading and ceasing when the Tanker(s) are made available to the Seller for collection.

47.2 For the purposes of clause 47.1, the Tanker shall be deemed available to the Buyer when it has arrived at the place at the destination specified in the Agreement at which it is customary to await unloading.

47.3 Any time taken for any of the following purposes shall not count as time taken to unload the Tanker(s):47.3.1 any delays whatsoever attributable to a breakdown of the Tanker(s);47.3.2 any delays whatsoever attributable to a failure of the Seller to comply with any requirements of the Terminal at the destination

or with any term of the Agreement; or47.3.3 any other delay whatsoever attributable to the Tanker(s).47.4 If the time allowed for unloading the Oil exceeds the time allowed under clause 47.1, Seller’s remedy shall be limited to damages

to be paid by the Buyer in respect of the cost to the Seller of such excess time. Such damages shall be calculated in accordance with:

47.4.1 the daily rate specified in the Agreement in respect of each Tanker; or47.4.2 if no daily rate is specified in the Agreement, a daily rate in respect of each Tanker which shall not exceed a rate that is reasonable

when measured against market rates: (a) for a Tanker of the size and type of the performing Tanker; (b) for a voyage from the Loading Terminal to the destination specified in the Agreement; (c) for the quantity of Oil loaded on board the Tanker; and (d) on the date of commencement of unloading.47.5 Notwithstanding clause 47.4, all claims in respect of the charges specified in clause 47.4 shall be deemed to have been waived

and shall be absolutely barred unless the Seller gives notice to the Buyer of its claim within one hundred and twenty (120) days of the completion of unloading of the Oil.

47.6 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under the clause 47.4 will not exceed the amount of damages actually paid to the owner or operator of the Tanker(s).

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PART : X

PART X – DAF / DDU / DDP / DAP / DAT FOR INLAND TRANSPORTATIONThis Part applies to sales by road or rail “Delivery At Frontier”, “Delivery Duty Unpaid”, “Delivery Duty Paid”, “Delivery at Place”, “Delivery at Terminal”. That is, where the Seller delivers the Oil at the Delivery Point specified in the Agreement. (a) If the Agreement is in respect of DDP sales, the Seller bears all costs, expenses and duties relating to the import of the Oil. (b) If the Agreement is in respect of DAF, DDU, DAP or DAT sales, the Buyer bears the costs, expenses and duties relating to the import of the Oil. The Buyer must unload the Tankers. Delivery takes place and title and risk of loss of or damage to the Oil passes to the Buyer at the Delivery Point when the Tankers are made available to the Buyer for unloading or collection of the Oil. Quality and quantity are determined at the Delivery Point.Note: In relation to Agreements that are expressed to be on DAF, DDU, DDP ,DAP or DAT terms under which the only means of delivery or transport is via pipeline, Part VII of these General Terms and Conditions shall apply.


48.1 without prejudice to and notwithstanding any right of the Seller to retain documents until payment or other statutory or legal rights in respect of documents or goods, delivery of the Oil shall be deemed completed and title and risk of loss or damage to the Oil shall pass or be deemed to pass to the Buyer when the Tanker has arrived at the Delivery Point.

48.2 The Tanker shall be deemed to have arrived at the Delivery Point when the Tanker is made available to the Buyer at the place at the Delivery Point at which it is customary to await unloading or collection provided that, if rail Tanker(s) are required to be uncoupled from the locomotive used to transfer the rail Tanker(s) to the destination, the rail Tanker(s) shall not be deemed available to the Buyer until such uncoupling is completed.



49.1 Unless otherwise specified in the Agreement the documents required for payments shall be:49.1.1 the Seller’s commercial invoice; 49.1.2 the Seller’s list of Tankers from which the Oil was delivered showing the quantity or weight of the Oil, the number of Tankers,

the dates of loading and the customs declaration number(s);49.1.3 copy of certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or

equivalent issued by competent authority at the place of origin or the place of loading of the Oil; 49.1.4 copy Certificate of Quality referred to in clause 50; and49.1.5 copy Certificate of Quantity referred to in clause 50.49.2 In the event that any of the documents stipulated in clause 49.1 are not available on the date of the Seller’s presentation to

the Buyer, payment shall be made against presentation of an original or fax or electronic mail copy of the Seller’s commercial invoice and letter of indemnity substantially in the form of the draft at Schedule 3.


49.4 The Seller shall furnish the Buyer with the original consignment notes, railway bills or other such transport documents in respect of the Oil and the originals of the documents referred to in clauses 49.1.3 to 49.1.5, if necessary, upon request by the Buyer if and when they become available but such original consignment notes, railway bills or other such transport documents and/or such original documents shall not be required to be presented as a condition of payment and shall not be referred to in any Letter of Credit as a pre condition to payment.


50.1 The Oil shall be of the quantity, quality, description and specification expressly set out in the Agreement. There are no representations, guarantees, conditions or warranties, express or implied of satisfactory quality, merchantability, fitness for purpose or suitability

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of the Oil which extend beyond the description of the Oil appearing in this Agreement. The terms and conditions implied by sections 13, 14 and 15 of SOgA are excluded.

50.2 Unless otherwise agreed in the Agreement, the quantity and quality of the Oil shall be determined by the Terminal at the Delivery Point in accordance with the standard practice of the Delivery Point. Such determination shall be witnessed and/or certified by an Independent Inspector mutually agreed by the Buyer and the Seller, and appointed by the Seller.

50.3 The costs of such determination shall be borne by the Seller and the Buyers in equal shares. 50.4 The determinations made in accordance with clause 50.2, or as may otherwise be agreed in the Agreement, shall be set out

in a Certificate of Quality and Certificate of Quantity issued by the Independent Inspector which shall, save in cases of fraud and/or manifest error, be final, conclusive and binding upon both Parties. The Seller provides no guarantee, warranty, condition or undertaking that the Oil shall remain of the quality, specification, condition or quantity so determined at any time after the passing of risk pursuant to clause 48.



50.7 All measurements and tests for quantity and quality shall otherwise be in accordance with the standard measuring and testing procedures in effect for Crude or Product at the Delivery Point at the time of unloading, unless otherwise specified in the Agreement. Further, unless it is impossible to do so, the Seller shall cause the Discharge Terminal to record and to provide all available readings:

50.7.1 by reference to the meter measurements taken from the proved meters at the Discharge Terminal in accordance with MPMS Chapter 5; or


(a) if the Oil is discharged directly into static tanks, by gauging the tanks in accordance with MPMS Chapter 3 immediately before and after the discharge of the Oil (adjusted for slack volume in shorelines, if any); or

(b) if the Oil is discharged directly into active tanks, by reference to the weigh-bridge readings or by gauging the Tanker from which the Oil is delivered in accordance with standard measurement procedures at the time and place of discharge.

50.8 Representative samples will be drawn from the unloading line and/or the tank(s) into which delivery is made by applying the standard sampling procedures in force at the Delivery Point at the time of delivery.

50.9 If representative samples cannot be drawn as specified in clause 50.8 above, representative composite samples shall be drawn from the Tankers using the standard sampling method applicable at the Delivery Point at the time of delivery.


50.11 Each Party may, at their own expense, have an authorised representative present at the Delivery Point to observe unloading, testing, sampling and measuring, provided that it is reasonably possible to do so.



51 WAR AND ICE CLAUSE

51.1 The Seller may, at any time, refuse to direct any Tanker:51.1.1 to transit or proceed to or remain in a country or area if such direction would involve a breach of any Institute warranties (if

applicable) or, in the Seller’s opinion, a risk to the Tanker’s safety or a risk of ice damage to the Tanker; or,

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51.1.2 to transit or proceed to or remain in a place or be proximately located to a place in which a war or a war-like situation is present or imminent.

51.2 The Seller may, at any time, refuse to do or cause to be done anything in furtherance of the voyage which in the reasonable opinion of the Tanker operator could expose the Tanker, the Oil or the Tanker’s crew to danger or risk of loss or harm.

51.3 Notwithstanding and without prejudice to the provisions of clause 51.1 and 51.2, if the Seller directs a Tanker to undertake or complete a voyage as referred to in clause 51.1 or 51.2 above, the Buyer shall nonetheless reimburse the Seller, upon receipt of the Seller’s invoice supported by proof of payment by the Seller, any additional costs or any loss or damage incurred by the Seller arising out of such direction or voyage.

52 THE PERFORMING TANKER(S)

52.1 NOMINATION OF TANKER(S)52.1.1 The Seller shall procure that the nominated Tanker(s) arrive at the Delivery Point within the Delivery Period (if any) specified in

the Agreement.52.1.2 The Seller shall procure that the Tanker operator give notice(s) to the Buyer and the operator of the Terminal at the Delivery

Point in accordance with the standard operating procedures of the operator of the Terminal at the Delivery Point.52.1.3 The Seller shall provide a preliminary schedule of Tanker dispatches to the Buyer before the start of the Delivery Period and by

no later than the time specified in the Agreement. The final schedule of Tanker dispatches shall be agreed by both Parties.52.1.4 Unless otherwise specified in the Agreement, if the Agreement envisages implicitly or explicitly that there will be a monthly schedule

of Tanker dispatches (“Monthly Tanker Dispatch Schedule”), the Monthly Tanker Dispatch Schedule shall be determined as follows: (a) By no later than the 25th day of the Month preceding the Delivery Month of the Tanker(s) (“M-1”) (or the preceding working

Day in case the 25th is not a working Day), the Seller shall declare in writing to the Buyer: - Place of discharge; - Route of Tanker(s) to discharge place; - The quantity to be dispatched during the Delivery Month (“M”); - The dispatch period range and the quantity for each quantity dispatched at the same time. (b) The Monthly Tanker Dispatch Schedule shall be subject to agreement by the Buyer. The Buyer shall advise the Seller if any

modifications to the schedule notified by the Seller are required. (c) The Parties may subsequently modify the Monthly Tanker Dispatch Schedule or any part of it by mutual agreement in writing.

52.2 TANKER’S WARRANTIES The Seller hereby declares that nominated Tanker(s) shall be in full compliance with all applicable Regulations and other

requirements of each country transited by the Tanker(s) including but not limited to the country in which the Tanker(s) are loaded and the country of destination.

52.3 TERMS OF THE CONTRACT OF CARRIAGE The contract of carriage shall be on such terms as are customary for the particular transit and the Carriers shall warrant that

the Tankers are in all respects clean and suitable for the carriage of the Oil.

53 UNLOADING AT THE DELIVERY POINT

53.1 The Buyer shall procure at its own expense facilities at the Delivery Point at which the Tanker(s) can await collection by the Buyer for unloading.

53.2 The Buyer warrants that the facilities at the Delivery Point shall be suitable for the unloading of the Tanker(s).53.3 At all times when the Tanker(s) are in the custody of the Buyer, the Buyer shall be responsible for and indemnify the Seller in

respect of any loss of, damage to or harm to any Tanker, its equipment or crew.53.4 If the Oil is carried on more than one rail Tanker, the Buyer shall return the rail Tankers together at the same time for collection

by the Seller, as per instructions received by the Buyer, unless otherwise specified in the Agreement.

54 TIME ALLOWED FOR UNLOADING

54.1 If the Agreement is in respect of DDU, DDP, DAP or DAT sales, the time allowed to the Buyer for unloading the Oil shall be specified in the Agreement, commencing when the Tanker(s) have arrived at the Delivery Point in accordance with clause 48.2 and ceasing when the Tanker(s) are made available to the Seller for collection.

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54.2 If the Agreement is in respect of DAF sales, the time allowed to the Buyer for unloading the Oil shall be such reasonable period of time as is required by the Buyer to enable the Buyer to collect, transfer to the Buyer’s Terminal, unload and return the Tanker(s) to the Delivery Point for collection by the Seller.

54.3 Any time taken for any of the following purposes shall not count as time taken to unload the Tanker(s):54.3.1 any delays whatsoever attributable to a breakdown of the Tanker(s);54.3.2 any delays whatsoever attributable to a failure of the Seller to comply with any requirements of the Terminal at the destination

or with any term of the Agreement; or54.3.3 any other delay whatsoever attributable to the Tanker(s).54.4 If the time allowed for unloading the Oil exceeds the time allowed under clause 54.1 or 54.2 (as applicable), the Seller’s remedy

shall be limited to damages to be paid by the Buyer in respect of the cost to the Seller of such excess time. Such damages shall be calculated in accordance with:

54.4.1 the daily rate specified in the Agreement in respect of each Tanker; or54.4.2 if no daily rate is specified in the Agreement, a daily rate in respect of each Tanker which shall not exceed a rate that is reasonable

when measured against market rates: (a) for a Tanker of the size and type of the performing Tanker; (b) for a voyage from the Loading Terminal to the destination specified in the Agreement; (c) for the quantity of Oil delivered from the Tanker; and (d) on the date of commencement of unloading.54.5 Notwithstanding clause 54.4, all claims in respect of the charges specified in clause 54.4 shall be deemed to have been waived

and shall be absolutely barred unless the Seller gives notice to the Buyer of its claim within one hundred and twenty (120) days of the date of delivery of the Oil.

54.6 Notwithstanding the provisions of the Agreement, LITASCO’s liability for demurrage under the clause 54.4 will not exceed the amount of damages actually paid to the Tanker(s) owner or operator.

55 TAXES, EXCISE DUTY, VAT AND IMPORTATION OF THE OIL INTO THE COUNTRY OF DESTINATION

55.1 Save insofar as may be inconsistent with clauses 55.2 to 55.4 below, the provisions of clause 62 shall apply to this Part x.55.2 If the Agreement is in respect of a DAF sale:55.2.1 the Buyer shall be responsible for and indemnifies the Seller in respect of the payment of all Taxes, Excise Duty and vAT arising

in the country of destination from the point of its frontier with the adjoining country; and55.2.2 the Buyer shall be responsible for complying with customs and excise entry procedures and for clearing the Oil for import into

the country of destination from the point of its frontier with the adjoining country.55.3 If the Agreement is in respect of a DDU, DAP or DAT sale:55.3.1 the Buyer shall be responsible for and indemnifies the Seller in respect of the payment of all Taxes, Excise Duty and vAT arising

in the country of destination; and55.3.2 the Buyer shall be responsible for complying with customs and excise entry procedures and for clearing the Oil for import into

the country of destination.55.3.3 the Buyer shall comply with all Regulations relating to vAT applicable in the country of discharge of the Oil.55.4 If the Agreement is in respect of a DDP sale:55.4.1 the Seller shall be responsible for and indemnifies the Buyer in respect of the payment of all Taxes, Excise Duty and vAT arising

up to and including upon the import and customs clearance of the Oil into the country of destination; and55.4.2 the Seller shall be responsible for complying with customs and excise practice entry procedures and for clearing the Oil for

import into the country of destination. The identity of the importer of record will be defined in accordance with the customs Regulations of the country of import.

55.4.3 the Buyer will comply with all Regulations relating to vAT applicable in the country of discharge of the Oil.

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PART : XI

PART XI – GENERAL

56 PRICING

56.1 Unless otherwise agreed, the Seller’s invoice shall be completed on the basis of the price specified in the Agreement and on the quantity referred to in the Certificate of Quantity or other equivalent document specified in the Agreement which records the quantity determined in accordance with the Agreement.

56.2 Unless otherwise agreed in writing, if the pricing mechanism of the Agreement does not allow the invoice to be completed, or if the invoice cannot otherwise be completed in accordance with clause 56.1, before the payment day or before presentation of documents:

56.2.1 payment shall be made against a provisional invoice that will include the available information at the moment that such provisional invoice is issued and will be replaced as soon as the complete information becomes available, by the presentation of the Seller’s final invoice (a telex or fax invoice will be acceptable); and

56.2.2 upon presentation of the final invoice, the Buyer and the Seller will account for any difference between the prices stated on the provisional invoice and the final invoice The amount of the difference shall be paid by the debtor within five (5) calendar days after the issuance date of the related final invoice or credit note or debit note.

56.3 For the purposes of clause 56.2.1, the available pricing information shall in the following circumstances be:56.3.1 if any pricing period specified in the Agreement has not commenced, the quotation published by the relevant price index on the

day before the provisional invoice is issued; or56.3.2 if any pricing period specified in the Agreement has commenced but has not completed, the quotations published by the relevant

price index from the date on which the period commenced up to and including the day before the provisional invoice is issued. 56.4 In the event that the pricing refers to any Publication which ceases to publish or changes the basis of market assessment for

the quotations/indices referred to in the Agreement, either Party shall give written notice to the other Party that it seeks a new pricing and the Parties shall use reasonable endeavours to agree a new pricing. If the Parties do not agree upon a new pricing within fifteen (15) days after the written notice referred to above, either Party shall have the right to terminate the Agreement immediately at the end of such fifteen (15) days period. Notwithstanding this clause, neither Party shall be relieved of any of its obligations or liabilities under this Agreement which accrued prior to its termination including but not limited to the payment of the price, demurrage and interest.

57 PAYMENT

57.1 Unless otherwise agreed in the Agreement, payment of the price shall be:57.1.1 made by the Buyer to the Seller by means of an irrevocable documentary Letter of Credit issued or confirmed by an international

bank approved by the Seller, substantially in the form of the draft at Schedule 1;57.1.2 supported by a standby Letter of Credit in favour of the Seller issued or confirmed by an international bank approved by the

Seller in the form of the draft at Schedule 2; or57.1.3 made as may otherwise be expressly agreed by the Seller in writing.57.2 In case clause 57.1.1 or 57.1.2 applies, the Letter of Credit shall be advised to the Seller by the issuing or confirming bank or,

if requested by the Seller, by a bank nominated by the Seller and shall be available at all times for negotiation at the advising bank’s counters, unless otherwise specified in the Agreement.

57.3 All invoices shall contain the following details of the payment account: (a) the name of the account holder; (b) the currency of the account; (c) the number of the account or, if applicable, the IBAN (International Bank Account Number); (d) the name of the beneficiary bank and its SwIFT BIC Code; and (e) if applicable, the name of the correspondent bank name and its SwIFT BIC Code.

57.4 If the Agreement provides for payment to be made in Euro based on a USD price or invoice amount, the USD price or invoice amount shall be converted to Euro using the applicable ECB (European Central Bank) fixing rate published two (2) days before the payment due date.

57.5 In the event that the Buyer’s payment is effected cash against documents or on “open account”, the Buyer shall, immediately upon request of the Seller, furnish to the Seller a Purchase Confirmation acceptable to the Seller and substantially in the form of the draft at Schedule 4.

57.6 The Buyer’s payment shall, in all cases, be made:57.6.1 in USD or any other convertible currency specified in the Agreement by telegraphic, SwIFT transfer by the due date specified

in the Agreement, provided that the Seller has presented and the Buyer has received at least two (2) working Days before the

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due date the documents required for payment specified in the Agreement and such documents comply with the terms of the Agreement.

57.6.2 in full cleared funds without any discount, deduction, withholding, set-off or counterclaim of any kind whatsoever and for any reason (including without limitation in the event of any dispute between the Parties) and net of all bank charges.

57.6.3 to the payment account of the Seller specified in the invoice or otherwise as notified by the Seller to the Buyer in writing (the “Payment Account”) stating, if requested by the Seller, the commercial invoice reference and the passport of the deal in the interbank documents.

57.6.4 all fees, charges and expenses of the Buyer’s bank and correspondent (or intermediate) bank(s) shall be borne by the Buyer and all fees, charges and expenses of the Seller’s bank and correspondent (or intermediate) bank(s) shall be borne by the Seller.

57.7 In the event that the due date for payment falls on a Saturday or a non-Banking Day other than Monday, payment will be made on the previous Banking Day. In the event that the due date for payment falls on a Sunday or a non-banking Monday, payment will be made on the following Banking Day.

57.8 without limitation to any of the Seller’s legal rights, if the Buyer fails to pay in full any invoiced amount on the due date (including but not limited to the price of the Oil, demurrage, detention, deviation and any amount invoiced in relation to the performance of the Agreement), the Seller shall have the right to require the payment by the Buyer of compound interest on any unpaid amount from the due date until the Seller receives cleared funds in the full amount outstanding into the Seller’s Payment Account:

(a) if the price is payable in USD, sterling or any other currency traded in London, at the rate per annum equal to USD LIBOR plus three (3) per cent;

(b) if the price is payable in Euro, at the rate per annum equal to EURIBOR plus three (3) per cent; or (c) if the price is payable in any other currency, at the rate per annum determined by LITASCO to be (i) the rate offered by

leading banks in the banking system of the currency in which the price is payable at or about 11:00 hours local time on the due date (as shown on the commercial invoice) and (ii) three (3) per cent.

57.9 The Buyer shall pay any interest accruing pursuant to clause 57.8 forthwith and in accordance with clause 57.6 upon presentation of the Seller’s invoice in respect of such interest.

57.10 Upon request from the Seller, the Buyer shall provide the Seller’s bank with a tested telex preadvice latest 24 hours prior to the last date for payment.

57.11 Notwithstanding any provision in the Agreement or any other Regulation to the contrary, LITASCO shall have a lien upon all of the Oil until such time as the Buyer has paid the price in respect of the Oil in full.

57.12 Any amount due other than the price of the Oil shall be paid by the debtor within five (5) calendar days after the issuance date of the related invoice.

57.13 LITASCO has right to require that the Seller or the Buyer (as the case may be) makes payments only from or through internationally recognised first class international banks acceptable to LITASCO and its banks.

58 DOCUMENTARY LETTERS OF CREDIT AND STANDBY LETTERS OF CREDIT

58.1 If the Agreement requires payment to be made by means of a documentary Letter of Credit or supported by a standby Letter of Credit, the Letter of Credit shall be sufficient to cover the value of the maximum quantity of Oil to be delivered at the price specified in or as calculated under the Agreement, including provisional invoice provisions.

58.2 If the final price is not ascertainable on the date by which the Letter of Credit is to be issued or confirmed and advised to the Seller, the Letter of Credit shall be sufficient to cover the value of the maximum quantity of Oil to be delivered but shall include an index-linked escalation clause substantially in the form of the Platts escalation clause contained in the Special Conditions of the draft documentary Letter of Credit at Schedule 1 and standby Letter of Credit at Schedule 2, or other equivalent index as may be specified in the Agreement.

58.3 If no price or pricing mechanism is specified in the Agreement and/or if no price or pricing mechanism is agreed in sufficient time to allow the Buyer to procure the issuance or confirmation of the Letter of Credit by the date specified in the Agreement for the Letter of Credit to be issued or confirmed:

58.3.1 the Letter of Credit shall be sufficient to cover the value of the maximum quantity of the Oil to be delivered at the market price declared by the Seller to the Buyer;

58.3.2 the Buyer shall, forthwith upon request from the Seller, increase the value of the Letter of Credit to reflect any subsequent agreement in respect of the price; and

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58.3.3 for the avoidance of doubt, if no price or pricing mechanism is agreed at the time for presentation of the documents required under the Letter of Credit, the Seller shall be entitled to present documents and receive payment in accordance with the Letter of Credit without prejudice to its rights against the Buyer to recover any difference between the amount paid under the Letter of Credit and the market value of the Oil.

58.4 For the avoidance of doubt, if the quantity is expressed as a fixed amount with a tolerance margin in favour of the Buyer or the Seller, the Letter of Credit shall permit payment to be made upon presentation of documents showing a quantity within the contractual tolerance margin.

58.5 The Buyer shall procure that, by no later than close of Office Hours on the third (3rd) Banking Day prior to the first (1st) day of the Laydays or Delivery Period (as is applicable) or such other date and/or time as may be specified in the Agreement: (a) the Letter of Credit shall be issued or confirmed and advised to the Seller; and (b) a copy of the Letter of Credit shall be sent to the Seller at the fax number specified in the Agreement or otherwise notified in writing to the Buyer.

58.6 The Letter of Credit shall provide for the presentation of the following documents at the counters of the advising or confirming bank and the Seller shall present such documents pursuant to the Letter of Credit:

58.6.1 as regards documentary Letters of Credit, the documents required for payment as specified in the Agreement;58.6.2 as regards standby Letters of Credit, the following documents: (a) a copy of the unpaid invoice; and (b) a statement by the Seller, purporting to be signed by an official of the Seller, certifying that: (i) the amount demanded

represents a payment which has not been made to the Seller by the Buyer in accordance with the terms of the Agreement in respect of the invoice accompanying the statement which is legally and properly past due; and (ii) the funds received pursuant to the standby Letter of Credit will be exclusively used to settle the unpaid invoice.

58.7 All issuing and/or confirming bank charges in respect of the Letter of Credit including but not limited to any confirmation costs (if applicable) shall be for the account of the Buyer, unless otherwise specified in the Agreement. All advising bank charges in respect of the Letter of Credit shall be for the account of the Seller.

58.8 The Letter of Credit shall take effect in accordance with its terms, but such terms shall not alter, add or in any way affect the terms of the Agreement.

59 SECURITY

59.1 Notwithstanding any other provisions of the Agreement to the contrary, LITASCO may, by notice in writing to the Buyer at any time before payment has been received from the Buyer, require that the Buyer provide to LITASCO financial security for payment in such form as LITASCO may require (“Security”), including without limitation any of the following:

59.1.1 payment of the price (or parts thereof) in advance (in one or more instalments as LITASCO may require) including without limitation by bringing forward the payment due date;

59.1.2 a standby Letter of Credit in an amount and on terms acceptable to LITASCO opened or confirmed by an international bank approved by LITASCO in the form of the draft at Schedule 2 and otherwise conforming with clause 57.2 and clause 58; or

59.1.3 such other form of security in an amount and form acceptable to LITASCO and issued by a company or other organisation approved by LITASCO, as LITASCO may require.

59.2 The Security shall be received by LITASCO by the date specified in LITASCO’s written notice or, absent a date being specified in the written notice, no later than the end of Office Hours on the fifth (5th) Banking Day prior to the first (1st) day of the Laydays or Delivery Period (as applicable).

60 FINANCIAL DEFAULTS

60.1 The Buyer’s obligations to: (a) make payment by the due date; and (b) provide a Letter of Credit or Security to LITASCO pursuant to the terms of the Agreement (including without limitation clauses 57, 58 and 59) are conditions of the Agreement. If the Buyer fails to comply with any one or more of such obligations (including without limitation if payment is not received by the due date or a Letter of Credit or Security is not provided by the time required):

60.1.1 the Buyer shall be liable for and shall indemnify LITASCO in respect of any and all losses, costs, expenses and liabilities incurred or suffered by LITASCO arising out of the Buyer’s failures and/or the exercise by LITASCO of any of its rights and remedies under clause 60 and/or at law (including without limitation the right of termination); and

60.1.2 LITASCO may, at any time following the Buyer’s breach at its sole and absolute discretion, exercise any one or more of the rights and remedies set out in clause 60.2.



60.2 LITASCO’s rights and remedies referred to in clause 60.1.2 shall include the following and shall be without prejudice to, and in addition to, any other rights and remedies that LITASCO may have under the Agreement and/or at law:

60.2.1 without prejudice to any right of termination, LITASCO may: (a) suspend performance of any one or more of LITASCO’s obligations (including without limitation any obligation to ship or

deliver) under the Agreement; (b) withhold any one or more payments from the other Party; and/or (c) stop any Oil in transit and/or refuse to discharge or deliver any Oil to the Buyer; and/or60.2.2 notwithstanding any prior exercise of rights or remedies under clause 60.2.1, LITASCO may terminate the Agreement in whole

or part immediately upon written notice to the Buyer. For the avoidance of doubt, where the Agreement provides for multiple deliveries, LITASCO may elect to terminate any one or more deliveries or the entire Agreement.

60.3 Any termination pursuant to clause 60.2 shall be without prejudice to any right of action or claim accrued by LITASCO on or before the date of termination.

61 ASSIGNMENT

61.1 Neither Party shall assign any of its rights or obligations under the Agreement without the written consent of the other Party. 61.2 where any rights or obligations are assigned pursuant to clause 61.1, the assigning Party shall:61.2.1 ensure that proper notice of the assignment is given; and61.2.2 remain jointly and severally liable with the assignee for the proper performance of all its obligations under the Agreement,

including but not limited to all payment obligations.61.3 Notwithstanding the above:61.3.1 the Seller shall be free to assign the proceeds of sale under the Agreement to a bank; and61.3.2 LITASCO shall be free to assign its rights and obligations under the Agreement to any of its Associated Companies or Affiliates

and no written consent shall be required.

62 TAXES, DUTIES, VAT AND IMPOSTS

62.1 Notwithstanding any Regulations to the contrary and subject to the following clauses, the Buyer acknowledges his liability for, and indemnifies the Seller in respect of, the payment of all Taxes on the Oil arising after delivery under this Agreement. The Buyer will on demand immediately reimburse the Seller any amounts paid by the Seller in respect of such Taxes. The Buyer shall indemnify the Seller in respect of any and all costs, expenses, penalties and interest incurred by the Seller as a result of the Buyer’s failure to provide him with the information and documents referred to in this clause 62 and/or as a result of the Buyer’s failure to pay, or delay in paying, any vAT, Excise Duty or other Tax in accordance with the Agreement.

62.2 Notwithstanding any Regulations to the contrary and subject to the following clauses, the Seller acknowledges his liability for, and indemnifies the Buyer in respect of, the payment of all Taxes on the Oil arising before delivery under this Agreement. The Seller will on demand immediately reimburse the Buyer any amounts paid by the Buyer in respect of such Taxes. The Seller shall indemnify the Buyer in respect of any and all costs, expenses, penalties and interest incurred by the Buyer as a result of the Seller’s failure to provide him with the information and documents referred to in this clause 62.

62.3 For the avoidance of doubt and in respect of every type of sale, the Seller shall not be the importer of record but shall be responsible for complying with customs and excise entry procedures at the place of unloading/discharge or, in the case of FIP sales, the Delivery Point and all duties and Taxes that arise in respect of such customs and excise entry shall be for the Buyer’s account.

62.4 For below (a), (b) and (c) in accordance with EU Regulations on vAT and Excise Duty on mineral oil, and for below (d) in accordance with non-EU Regulations on vAT and Excise Duty on mineral oil, and subject to the conditions being met, where there is a supply of Oil:

(a) between two different member states of the EU, the vAT and Excise Duty shall be accounted for by the Buyer in the member state of destination;

(b) between a member state of the EU and a non-EU state, the vAT and Excise Duty shall be accounted for by the Buyer in the state of destination;

(c) from a state outside the EU to a destination within the EU, the vAT and Excise Duty shall be accounted for on importation by the Buyer in the state of destination;

(d) between two non-EU states, the vAT and Excise Duty shall be accounted for by the Buyer in the state of destination.

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62.5 The Buyer shall be responsible for all import procedures and Taxes on Oil delivered outside the EU where the destination is within the EU.

62.6 where there is a Preferential Agreement between the country where the Oil is delivered (to include where applicable the EU) and the country into which the Oil is to be imported (to include where applicable the EU) whereby the Oil is imported within a generalised System of Preferences, save as where the Agreement specifies otherwise, the Seller shall provide the Buyer with the relevant original qualifying documents(s) as necessary to permit the Buyer to import the Oil at the preferential rate and will indemnify the Buyer on an after tax basis and hold it harmless against any failure on the part of the Seller to produce the Buyer with such information.

62.7 If the Seller makes a payment to, or otherwise allows credit to, the Buyer under clause 62.6 and the failure is rectified such that the relevant customs authorities accept that the Oil is subject to the generalised System of Preferences, the Buyer shall promptly repay to the Seller the amount paid or credited to the Buyer under clause 62.6 or, if lesser, an amount equal to the sum refunded by such customs authorities at their sole discretion. The Buyer shall in all cases provide the Seller with documentary evidence of such refund.

VAT62.8 Save as expressly provided elsewhere in the Agreement, the price specified in the Agreement (whether fixed in the Agreement

or fixed pursuant to a pricing mechanism referred to in the Agreement) is exclusive of any vAT.62.9 If, and to the extent that, vAT is payable and the Seller has to account to the tax authorities for this vAT, the Buyer shall pay

such vAT to the Seller in addition to the price specified. The vAT shall be paid subject to the same conditions as to manner and time of payment as the Agreement provides for the specified price or immediately upon demand. An invoice complying with the vAT Regulations of the relevant country showing the amount of vAT shall be provided by the Seller to the Buyer at the time of request for payment.

62.10 If, and to the extent that, the Buyer has to account to the tax authorities for vAT on Oil purchased, then provided that the Buyer has supplied the relevant information and documents to the Seller as required under this clause 62, the Seller shall not charge vAT in addition to the price.

62.11 If the Oil is in free circulation in the EU and has been loaded in an EU member state and the destination is another EU member state, the Buyer shall provide the Seller, before the transfer of title in the Oil, with a valid vAT registration number issued by the EU member state to which the Oil is to be dispatched or by an EU member State different from the country in which the Oil was loaded. If the Buyer intends to apply the simplification scheme provided by Article 141 of EU Directive 2006/112/EC (as may be amended or replaced), it is the responsibility of the Buyer to ensure the Buyer fulfils all the conditions for applying such scheme. If the Buyer fails to comply with the provisions of this Clause: (a) the Seller shall be entitled to present to the Buyer an invoice for the amount of any vAT payable on the Oil, plus interest at the rate stipulated under the applicable vAT Regulations, which the Buyer shall pay in accordance with the payment provisions of the Agreement at the same time as the price or, if the price has been paid, within five (5) calendar days of presentation of the Seller’s invoice; and (b) the Buyer shall be liable for and indemnify the Seller in respect of any costs, penalties, liabilities, increased vAT or other Taxes and interest incurred by the Seller arising out of or in connection with such failure.

EXCISE DUTY62.12 Save as expressly provided elsewhere in the Agreement the price specified in the Agreement (whether fixed in the Agreement

or fixed pursuant to a pricing mechanism referred to in the Agreement) is exclusive of any Excise Duty. 62.13 The Buyer shall indemnify the Seller on an after tax basis, against all liability in respect of Excise Duty incurred by the

Seller and/or reimbursements of amounts equivalent to such Excise Duty by the Seller directly or indirectly to its supplier or the owner of any Bonded Premises from which Oil is despatched, including any interest, penalties and costs in respect thereof.

62.14 Subject to the rules applicable to the place of loading or the place of unloading/discharging or, in the case of FIP sales, the Delivery Point, Excise Duty will be payable in respect of Oil leaving Bonded Premises. where the place of loading or the place of unloading/discharging or, in the case of FIP sales, the Delivery Point, is within the EU, Excise Duty may not be due at the time of delivery where:

(a) by the 15th day of the Month following the Month in which delivery of the Oil out of Bonded Premises is completed with an Accompanying Administrative Document (“AAD”), a properly completed Copy 3 thereof, together (except in the case of DES, DAP, DAT by vessel sales) with proof of unloading/discharge of the Oil, is returned to the Seller;

(b) the movement of the Oil is under cover of a properly verified Electronic Administrative Document (“e-AD”) processed in accordance with the procedures set out in EU Directive 2008/118/EC (as amended or replaced) concerning the general arrangements for Excise Duty using the computerised system EMCS (Excise Movement and Control System);



(c) the Buyer has provided to the Seller evidence satisfactory to the EU state where the Oil was taken out of Bonded Premises, that the Oil was unloaded/discharged in or, in the case of FIP sales, delivered to a non-EU state either duty paid or into Bonded Premises;

(d) the Buyer can provide evidence satisfactory to the EU state where the Oil was taken out of Bonded Premises without an e-AD or an AAD as a result of the Buyer’s nomination, that the Oil 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

(e) the 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.

62.15 Loading from a non-EU state towards (place of unloading or discharge) another non-EU state or an EU member state is normally considered as exportation at the place of loading, and should not lead to vAT, Excise Duty and/or similar taxes as long as export documents prove such exportation. It is the responsibility of the Seller to provide such appropriate documentation.

PROVISION OF INFORMATION AND DOCUMENTS62.16 The necessary information and documentary instructions to comply with the Regulations of the EU or any non-EU state of loading/

discharge on vAT and Excise Duty must be received by the Seller at least two (2) working Days prior to the commencement of loading or, in the case of FIP, In Tank or Ex Tank sales, prior to delivery, unless otherwise agreed by the Seller in writing (otherwise such information will be deemed not to have been given for the purpose of this clause).

62.17 In addition, the Seller may request the Buyer to provide such documentation for presentation to relevant authorities that the Seller reasonably considers to be necessary to satisfy any enquiry of the tax authorities in connection with the supply of Oil and the Buyer shall provide the Seller with the required documentation upon request.

62.18 Unless the Seller has received within the permitted timescale evidence that the Oil has left or will leave (again, within the permitted timescale) the state of delivery (such evidence being sufficient to satisfy the tax authorities and the Seller) and evidence that either:

(a) the vAT and Excise Duty is properly due in another member state and the Buyer shall account for such vAT and Excise Duty; (b) the Oil is not subject to vAT and Excise Duty in the EU because it is being exported from the EU; or (c) the Oil has been properly entered into a Bonded Premises or another acceptable Duty Suspension Regime whereby vAT and

Excise Duty is not due until the Oil is released to free circulation within the EU and that the person releasing the Oil to free circulation shall be responsible for accounting for vAT and Excise Duty; or

(d) the Oil is not subject to vAT and Excise Duty in the originating country because it is being exported from such country and the Buyer is responsible and accountable for any/all Taxes on the Oil arising after the delivery,

the Seller shall charge vAT and Excise Duty in addition to the price specified in the Agreement. 62.19 Upon request of the Seller, the Buyer shall, prior to the commencement of loading or, in the case of FIP, In Tank or Ex Tank sales,

prior to delivery, unless otherwise agreed by the Seller, provide the Seller with: (a) the Buyer’s vAT and Excise Duty numbers, but only if the Buyer is the final consignee of the Oil; or (b) the Buyer’s vAT number and the vAT and Excise Duty numbers of the final consignee of the Oil, if the final consignee is not

the Buyer; and any other information which the Seller reasonably considers necessary to avoid vAT and Excise Duty on the supply of Oil

or satisfy any relevant enquiry on a tax authority in respect of the same.62.20 where the destination of the Oil is another member state of the EU, a place outside of the EU or a place with an approved Duty

Suspension Regime but the Buyer has not provided the Seller with the required evidence (whether or not the time permitted to provide such documents has expired) then the Seller may, at its absolute discretion, require the Buyer to deposit an amount equal to the vAT and Excise Duty due on the Oil if they were not properly dispatched to another EU member state, exported from the EU or entered into an approved Duty Suspension Regime (such deposit to be utilised in discharging the vAT and Excise Duty if they become due) or require the Buyer to otherwise secure the liability.

62.21 If, having charged vAT and Excise Duty on the Oil, the Seller is subsequently able to obtain a credit or repayment from the authorities of any such vAT or Excise Duty which has been paid by the Buyer, the Seller shall within five (5) Banking Days reimburse the Buyer with such amount as the Seller reasonably considers will leave it in no better or worse position than it would have been if it had not been required to pay vAT on the supply of Oil (including in this consideration any costs borne by the Seller). The Seller shall use all reasonable efforts, at the cost of the Buyer, to obtain such credit or repayment.

62.22 If the Seller receives a request from any governmental, customs, tax or other authorities for the provision of any information or documents relating to vAT, Excise Duty, customs duties or Tax concerning the Oil:

62.22.1 the Seller may request, in writing to the Buyer, that the Buyer to provide the Seller with the information and documents so requested;

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62.22.2 the Buyer shall, within five (5) Banking Days of the Seller’s written request or such other period as specified in the written request, provide to the Seller the information and documents requested, to the extent that such information and documents are available to the Buyer and/or obtainable from third parties by use of reasonable endeavours.

CHANGE IN NATIONAL CUSTOMS AND / OR TAX REGULATIONS 62.23 It is understood by the Parties that they are entering into the Agreement in reliance on the Regulations relating to customs,

Excise Duty, vAT and other Taxes (“Tax Regulations”) in effect on the date of the Agreement affecting directly or indirectly the Oil sold under the Agreement.

62.24 If at any time and from time to time during the currency of the Agreement or within a three (3) Year period thereafter: (a) any Tax Regulations are changed or new Tax Regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act for such organisations; (b) such changed or new Tax Regulations have an effect in connection with the Oil sold and/or delivered under the Agreement (including without limitation a retroactive effect) and, as a result of which, LITASCO has, may or will become liable for an additional amount or amounts of Tax compared to the Taxes that would have been payable or were payable or paid by application of the Tax Regulations in force prior to the changed or new Tax Regulations (“Additional Taxes”); and (d) the material effect of such changed or new Tax Regulation is not covered by any other provision of the Agreement, LITASCO, at its sole option and in its sole discretion, shall have the right to:

62.24.1 demand payment from the Buyer of the whole amount of any Additional Taxes in respect of deliveries completed under the Agreement prior to the date on which the changed or new Tax Regulations take effect. Such right may be exercised by LITASCO, at any time within a three (3) Year period after full completion of the contractual obligations of the Parties under the Agreement, by written notice to the Buyer: (a) describing the changed or new Tax Regulations; (b) stating the amount of Taxes which have been paid or shall be paid by LITASCO due to such changed or new Tax Regulation; and (c) if different from the foregoing, the Additional Taxes. The Buyer will make payment to LITASCO of a sum equal to the Additional Taxes within thirty (30) days of LITASCO’s written notice; and/or

62.24.2 renegotiate the price(s) and/or other terms of the Agreement to reflect the Additional Taxes in respect of deliveries to be completed upon or after the date on which the changed or new Tax Regulations take effect. Such right may be exercised by LITASCO at any time by written notice to the Buyer: (a) describing the changed or new Tax Regulations; (b) the effect of such changed or new Tax Regulations; and (c) the new price(s) and/or amendments to the other terms and conditions of the Agreement desired by LITASCO. If the Parties do not agree upon the new price(s) or amendments to the other terms and conditions within (15) days after the date of LITASCO’s notice, LITASCO shall have the right to terminate the Agreement immediately at the end of such fifteen (15) day period. Any Oil which will not be affected by the changed or new Tax Regulations and which would be delivered during such fifteen (15) day period shall be sold and purchased at the price(s) and on the terms and conditions specified in the Agreement without any adjustment.

62.25 For the avoidance of doubt, any exercise by LITASCO of rights pursuant to clause 62.24.2 shall not preclude or prejudice an exercise of rights pursuant to clause 62.24.1, and vice versa. In particular, any termination pursuant to clause 62.24.2 shall not preclude or prejudice any right of LITASCO to demand payment of Additional Taxes pursuant to clause 64.24.1 in respect of deliveries made prior to the termination of the Agreement.

63 TERMINATION IN CASES OF INSOLVENCY AND MULTIPLE DELIVERIES

63.1 If either Party should go into liquidation, or if a receiver or sequestrator is appointed in respect of the assets and/or undertaking (or any part thereof) of either Party, or if either Party should become bankrupt or insolvent, or should enter into a deed of arrangement or a composition for the benefit of its creditors, or should do or suffer any equivalent act or thing under any applicable law, or if either Party has good reason to anticipate any such act or thing, LITASCO may, at its sole and absolute discretion, exercise any one or more of the rights and remedies set out in clause 63.3.

63.2 If, in the case of multiple deliveries under the Agreement, the Buyer fails:63.2.1 to make any payment due to the Seller under the Agreement in full by the due date; or63.2.2 to take full delivery in accordance with the provisions of the Agreement, LITASCO may, at its sole and absolute discretion, exercise any one or more of the rights and remedies set out in clause 63.3.63.3 The rights and remedies of LITASCO referred to in clause 63.1 and 63.2 shall include the following and shall be without prejudice

to, and in addition to, any other rights and remedies under the Agreement and/or at law:63.3.1 without prejudice to any right of termination, LITASCO may:



(a) suspend performance of any one or more of LITASCO’s obligations (including without limitation any obligation to ship or deliver) under the Agreement;

(b) withhold any one or more payments from the other Party; and/or (c) stop any Oil in transit and/or refuse to discharge or deliver any Oil to the Buyer; and/or63.3.2 notwithstanding any prior exercise of rights or remedies under clause 63.3.1, LITASCO may terminate the Agreement in whole or

part immediately upon written notice to the other Party. For the avoidance of doubt, where the Agreement provides for multiple deliveries, LITASCO may elect to terminate any one or more deliveries or the entire Agreement.

63.4 Any termination pursuant to clause 63.3 shall be without prejudice to any right of action or claim accrued on or before the date of termination.

64 FORCE MAJEURE

64.1 If by reason of ‘force majeure’, which for the purpose of this Agreement shall mean any cause beyond the reasonable control of the affected Party including, but not limited to, any act of god, war, terrorism, riots, acts of a public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental or executive authority, either Party is delayed or hindered or prevented from complying with its obligations under this Agreement, the affected Party will immediately give notice to the other Party stating:

64.1.1 the nature of the force majeure event;64.1.2 its effect on the obligations under this Agreement of the Party giving the notice; and64.1.3 the estimated date the contingency is expected to be removed.64.2 To the extent that the affected Party is or has been delayed or hindered or prevented by a ‘force majeure’ event from complying

with its obligations under this Agreement, the affected Party may suspend the performance of its obligations until the contingency is removed.

64.3 If:64.3.1 the force majeure event cannot be permanently removed; or64.3.2 a force majeure event results in a delay extending beyond ten (10) days; either Party may terminate the Agreement upon notice and both the Parties will be relieved of their further contractual obligations,

except for their accrued rights and obligations which shall survive the termination of the Agreement in accordance with this provision.64.4 Neither Party shall be responsible for any loss or damage caused by any failure or delay in the fulfilment of its obligations under

the Agreement if such failure or delay arises out of or is caused by force majeure events as described in these provisions.64.5 Notwithstanding this clause, neither Party shall be relieved of making payment in full and in accordance with the Agreement of

any sums that have accrued due under this Agreement prior to its suspension or termination including but not limited to the price, demurrage and/or any other financial obligation whatsoever.

65 LIABILITY AND REMEDIES

65.1 Neither Party shall be liable in contract or in tort or otherwise for any indirect loss or damage of any kind whatsoever arising out of the performance or non-performance of this Agreement or any part thereof, whether or not such loss is foreseeable.

65.2 Notwithstanding the above provision or any other Regulation to the contrary, LITASCO shall be entitled to recover any losses suffered in connection with any derivative instrument which may relate to the physical sale or purchase of the Oil. Such losses, if suffered by LITASCO, shall always be deemed to be foreseeable and recoverable.

65.3 The monetary liability of LITASCO shall in no circumstances exceed an amount equal to the price of the Oil sold under the Agreement, plus interest (if any due) plus 30%.

65.4 Subject to other provisions in the Agreement, any claim relating to any loss or any damage whatsoever shall be deemed and treated as waived and absolutely barred unless written notice of such claim has been given by the claiming Party to the other Party, together with supporting documentation and reasonable details of the facts on which the claim is based, within three (3) Years from the date of the final delivery under the Agreement or, failing any deliveries, the date on which the Oil should have been delivered.

66 TRADE SANCTIONS

66.1 Each Party acknowledges and understands that the performance of the Parties’ respective obligations arising out of the Agreement shall be in compliance with any United Nations Resolutions or any Regulations which have the force of law in Switzerland, the

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EU, the United States of America, the United Kingdom and/or the country or countries in which the Oil may be loaded, delivered, discharged stored or transit during the performance of the Agreement and/or the counter of origin of the Oil, and which:

66.1.1 are directly or indirectly applicable to one or both of the Parties or to the transaction contemplated under this Agreement;66.1.2 relate to foreign trade controls, export controls, embargoes or internal boycotts of any type (applying, without limitation, to the

financing, payment, insurance, transportation, delivery or storage of the Oil); and66.1.3 are imposed against: (a) any natural or legal persons, entities or bodies from a particular designated country; or (b) any natural or legal persons, entities or bodies controlled by such persons, entities or bodies, any other natural or legal

persons, entities or bodies that are, in any way, subject to such controls, embargoes or boycotts, hereinafter referred to as the “Trade Sanctions”. 66.2 If, at any time during the validity of the Agreement, there is an effective amendment to any existing Trade Sanctions or new

Trade Sanctions have become or are due to become effective, which in the reasonable belief of LITASCO may: 66.2.1 result in or risk LITASCO breaching Trade Sanctions by performing any one or more of its obligations under the Agreement; and/

or66.2.2 result in or risk the imposition of any penalty, prohibition or impediment in any way of the payment obligations between the

Parties, then at any time following such occurrence, LITASCO may, at its sole and absolute discretion (with no obligation), suspend

performance of any one or more of its obligations under the Agreement (including without limitation those which are affected by the Trade Sanctions), without any liability to the other Party whatsoever. Any such suspension of performance shall be notified by LITASCO to the other Party.

66.3 where such suspension subsists for a period extending beyond ten (10) days, LITASCO may terminate the Agreement upon written notice and both Parties will be relieved of their further contractual obligations, except for their accrued rights and obligations which shall survive the termination of the Agreement in accordance with this provision.

66.4 where delivery of the Oil has taken place prior to the suspension of performance but payment in relation thereto remains outstanding, LITASCO’s payment obligation shall continue to be suspended after termination of the Agreement until the circumstances described in clause 66.2 cease to exist, following which LITASCO shall make payment within a reasonable period of written demand for payment by the other Party.

66.5 where payment for Oil has already been made prior to the suspension of performance but delivery in relation thereto has not been effected:

66.5.1 the termination of the Agreement shall be without prejudice to any applicable Force Majeure clause. 66.5.2 upon termination, the Seller shall reimburse LITASCO, on LITASCO’s first demand, the exact prepaid amount in an alternative

currency and to a bank account as instructed by LITASCO.

67 DESTINATION RESTRICTIONS

67.1 Notwithstanding any provision of the Agreement to the contrary, the Buyer shall neither, whether directly or indirectly, sell, transfer, transport or otherwise provide the Oil to any natural or legal person in any destination which is restricted by virtue of Trade Sanctions enacted by the United Nations and/or which have the force of law in Switzerland, the EU, the United States of America and/or the United Kingdom (hereinafter, a “Restricted Destination”) nor import the Oil into any Restricted Destination. The Buyer shall ensure that any of its sales agreements contain the same Restricted Destination clause or a clause that would have the same legal effect. For the purposes of this clause, “Restricted Destination” shall also mean any destination to which supplies are prohibited or restricted by any laws, regulations or other government rules applicable to LITASCO or the supply to which might expose the LITASCO to the potential consequences of Trade Sanctions set out in clause 66.2.

67.2 Upon a written request of LITASCO, the Buyer shall provide LITASCO: 67.2.1 with appropriate documentation for the purposes of verifying the final destination of any Oil delivered by LITASCO to the Buyer

under the Agreement, which shall include without limitation the name of the port(s) of discharge, the date(s) of discharge and the grade and quantity discharged;

67.2.2 within 30 days of the Completion of Discharge of the Oil or within such lesser period specified by LITASCO to enable LITASCO or its supplier to comply with any requirement or request of a government or authority; in question.

67.2.3 The obligation of the Buyer to comply with such requirement shall not be affected by any sale or disposal of the Oil in question by the Buyer.



67.3 The Buyer shall be liable and indemnify LITASCO for any and all damages, costs, losses, consequences, fines, and/ or penalties suffered by LITASCO as a result of any breach of this clause 67 by the Buyer. without prejudice to the foregoing and to any of LITASCO’s other rights, LITASCO may, at any time, immediately terminate the Agreement or suspend performance of any one or more of its obligations under the Agreement if the Buyer fails to comply with this clause 67, or if LITASCO has good reason to anticipate any such failure.

68 COMPLIANCE WITH US REGULATIONS

68.1 Notwithstanding any other provision of the Agreement, if one of the Parties to the Agreement is an Affiliate or Associated Company of LITASCO which has a registered office, branch office or other presence in the United States of America and/or is subject to Regulations of the United States of America (the “US Party”):

68.1.1 the US Party shall not take or refrain from taking any action, or agree to take or refrain from taking any action, if such agreement, action or refraining from action: (a) would be a violation of or be penalised under any Regulations of the United States of America; or (b) would or could result in a violation of or a penalty being imposed under any Regulations of the United States of America;

68.1.2 the other Party shall not take or refrain from taking any action, or agree to take or refrain from taking any action, if such agreement, action or refraining from action: (a) would cause the US Party to be in violation of or be penalised under any Regulations of the United States of America; or (b) would or could result in a violation by or of a penalty being imposed on the US Party under any Regulations of the United States of America; and

68.1.3 the Agreement shall not be construed or interpreted in such a manner that: (a) would result in the US Party being in violation of or being penalised under any Regulations of the United States of America; or (b) could result in a penalty being imposed under any Regulations of the United States of America.

69 ANTI BRIBERY AND CORRUPTION

69.1 Each Party agrees and undertakes to the other Party that in connection with the Agreement: 69.1.1 it will comply with all applicable Regulations relating to anti-bribery, corruption and anti-money laundering of Switzerland, the

United Kingdom (including without limitation the Bribery Act 2010), the United States of America (including without limitation the Foreign Corrupt Practices Act) , the EU and any other state to which it is subject (including without limitation the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions) (“Anti-Bribery Regulations”); and

69.1.2 it will take no action which would subject the other Party to fines, penalties or liabilities under, or otherwise cause the other Party to be in breach of, Anti-Bribery Regulations.

69.2 Each Party represents, warrants and undertakes to the other Party that it shall not, directly or indirectly by any means whatsoever:69.2.1 pay, offer, accept, give or promise to pay, offer, accept or give or authorize the payment of any monies or the transfer of any

financial or other advantage or other things of value to: (a) a government official or another officer or employee of a government or any department, agency or instrumentality of any

government; (b) an officer or employee of a public international organization; (c) any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of

such government or any public international organization; (d) any political party or official thereof, or any candidate for political office; (e) any director, officer, employee, agent, representative or servant of an actual or prospective counterparty, supplier or customer

of either Party; (f) any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the persons, officials,

organisations, parties or entities referred to in (a) to (e) above; or69.2.2 engage in any other acts or transactions if such act or transaction is or would be in violation of or inconsistent with Anti-Bribery

Regulations applicable to either of the Parties.69.3 In addition, the Seller represents, warrants and undertakes to the Buyer that it has not performed and will not perform, directly

or indirectly by any means whatsoever, any of the acts or transactions specified in clause 69.2 in connection with the Seller’s purchase or sourcing of the Oil, including without limitation any such acts or transactions with any officials, officers or employees of the government of the country in which the Oil originated or any agency, department or instrumentality of such government in connection with such Oil that would be in violation of inconsistent with Anti-Bribery Regulations applicable to either of the Parties.

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69.4 If LITASCO has reasonable grounds to believe that the other Party will fail or has failed to comply with any one or more of its obligations under clauses 69.1 to 69.3 and/or if the other Party fails to comply with such obligations:

69.4.1 LITASCO may in it sole discretion, at any time, exercise any one or more of the rights and remedies set out in clause 69.5;

69.4.2 The other Party shall be liable for and indemnify LITASCO in respect of any and all damages, costs, losses, consequences, liabilities, fines, sanctions, and/or penalties suffered or incurred by LITASCO arising out of any failure of the other Party to comply with any one or more of its obligations under clauses 69.1 to 69.3 and/or the exercise by LITASCO of any one or more of its rights and remedies under this clause 69 (including without limitation termination).

69.5 LITASCO’s rights and remedies referred to in clause 69.4.1 shall include the following and shall be without prejudice to, and in addition to, any other rights and remedies that LITASCO may have under the Agreement and/or at law:

69.5.1 notwithstanding any prior exercise of any other rights and remedies under this clause 69.5, terminate the Agreement in whole or in part immediately upon written notice to the other Party. For the avoidance of doubt, where the Agreement provides for multiple deliveries, LITASCO may elect to terminate any one or more deliveries or the entire Agreement;

69.5.2 without prejudice to any right of termination: (a) suspend performance of any one or more of its obligations (including without limitation any obligation to ship or deliver)

under the Agreement; (b) withhold any one or more payments; (c) stop any Oil in transit and/or refuse to discharge or deliver any Oil to the Buyer.

70 JURISDICTION, ARBITRATION AND APPLICABLE LAW

70.1 The Parties shall endeavour to settle amicably any dispute or difference arising out of or in connection with the Agreement.

70.2 Any dispute or difference arising out of or in connection with the Agreement which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of the High Court of Justice of England and wales in London, without recourse to Arbitration unless otherwise specified in the Agreement.

70.3 Notwithstanding the foregoing if the dispute or difference involves a claim by either Party for a sum not exceeding US$100,000 then the dispute or difference shall be resolved in accordance with the London Maritime Arbitrators’ Association Small Claim Procedure 2012 (or subsequent amendment thereto). The place of Arbitration shall be London, England. The language of the Arbitration shall be English.

70.4 The laws of England shall govern the construction, validity and performance of the Agreement to the exclusion of any other law which may be imputed in accordance with choice of law rules applicable in any jurisdiction.

70.5 The United Nations Convention on Contracts for the International Sale of goods of vienna dated 11th of April 1980 shall not apply to the Agreement.

70.6 Each Party to the Agreement warrants that it has entered into the Agreement in its commercial capacity and that it is in this respect subject to civil and commercial law.

70.7 Each Party to the Agreement hereby irrevocably and unconditionally waives any rights of sovereign immunity (whether related to service of process, attachment prior to the execution, or attachment in aid of execution) which it may have or which it may subsequently acquire in respect of its status or any of its assets.

71 INJUNCTIVE RELIEF

71.1 The Parties acknowledge, accept and agree that LITASCO may be caused irreparable harm by and/or significant commercial damage to LITASCO may arise out of any breach of the Agreement by the other Party and any acts or omissions of the other Party’s employees, agents, officers or directors or any other third person acting in concert with it or its behalf in connection with the Agreement. If such a circumstance arises and/or LITASCO has reasonable grounds for believing that such circumstances will arise or have arisen, in addition to and without prejudice to any of LITASCO’s other rights and remedies under the Agreement and/or at law (including without limitation monetary damages), LITASCO shall be entitled to: (a) commence and pursue proceedings in any competent court in any jurisdiction for injunctive, conservatory and/or interim relief (including without limitation an immediate restraining order, freezing order, order for the arrest or seizure of assets); and (b) to the extent permissible by the applicable Regulations, the granting of such injunctive and/or interim relief without being required to post any bond or provide any other form of counter-security or bond.



72 NOTICES

72.1 Subject to clause 72.3, all notices and other communications given under the Agreement shall be in writing and unless otherwise specified in the Agreement shall be deemed to have been given and delivered when despatched, provided the notice is despatched within Office Hours, by letter, fax and/or email to:

72.1.1 LITASCO at its address at: 9, Rue du Conseil-général - 1205 geneva - Switzerland and other contact details specified in the Agreement; and72.1.2 the other Party at its address and other contact details specified in the Agreement.72.2 Any change of address, telephone, fax or email details must be notified to the other Party in writing, at least fourteen (14)

working Days prior to the change taking effect.72.3 Any Notices given pursuant to clause 70 shall not be effective if given by email.

73 RIGHTS, POWERS AND REMEDIES

73.1 No failure or delay on the part of either Party in exercising any right, power or remedy under the Agreement and no course of dealing between the Parties shall operate as a waiver by either Party of any such right, power or remedy, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Agreement.

73.2 The remedies in the Agreement provided to the Parties are cumulative and not exclusive of any legal rights or remedies which the Parties may otherwise have.

73.3 Except as required by the Agreement, no notice or demand upon the Seller or the Buyer in any case shall entitle the Seller or the Buyer to any other or future notice or demand in similar or other circumstances or constitute a waiver of the right of the Seller or the Buyer to take any other or future action in any such circumstances without notice or demand.

74 AMENDMENTS AND WAIVERS

74.1 Any amendment or waiver of any provision of the Agreement shall not be effective unless it is expressly made and reduced to writing.

74.2 Any waiver of any breach of any provision of the Agreement by either Party shall not be considered to be a waiver of any subsequent or continuing breach of that provision.

74.3 No waiver by either Party of any breach of any provision of the Agreement shall release, discharge or prejudice the right of the waiving Party to require strict performance by the other Party of any other of the provisions of the Agreement.

75 SEVERABILITY

The invalidity, illegality or unenforceability of any one or more of the provisions of the Agreement shall in no way affect or impair the validity and enforceability of the other provisions of the Agreement.

76 HEADINGS

All clauses, articles and section headings used in the Agreement are for convenience only and shall not affect the construction or interpretation of any of the terms and/or conditions of the Agreement.

77 RECORDING AND MONITORING OF COMMUNICATIONS

The Parties acknowledge and consent that LITASCO may from time to time and without further notice to the other Party record, retain and monitor electronic correspondence and conversations (including without limitation telephone conversations, email and instant messaging) between LITASCO and the other Party or any of their respective representatives, agents, officials or servants for its legitimate purposes, such as commercial matters or security, and consistently with applicable Regulations and LITASCO’s internal policies.

78 CONFIDENTIALITY

78.1 Subject to the provisions of clause 78.2, for the duration of the Agreement and for a period of three (3) Years thereafter, each Party shall keep strictly confidential and shall not disclose to any third party any Confidential Information. Confidential Information

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means the terms and conditions of the Agreement and all documents and information, in whatever form, electronic or in hard copy, that either Party may receive from the other Party during negotiations relating to the Agreement, the performance of the Agreement and/or the commercial activity and/or plans of either Party.

78.2 Notwithstanding clause 78.1, each Party may disclose Confidential Information in the following circumstances:78.2.1 to those of its directors, employees and/or consultants who have a need to know the Confidential Information in the performance

of their roles at such Party;78.2.2 to those of its legal, accounting and financing advisors who have a need to know the Confidential Information for the purposes

of providing advice to such Party provided that such advisors are bound by obligations of confidentiality to such Party;78.2.3 to an independent auditor of such Party or authorised public authority for the purposes of any audit of such Party’s commercial

activities and/or accounts;78.2.4 to an Associated Company or Affiliate of LITASCO or other potential assignee for the purposes of any assignment pursuant to

clause 61 and provided that any such other potential assignees are bound by obligations of confidentiality to the Parties;78.2.5 to the extent that such Party is required to disclose: (a) any Confidential Information by any applicable Regulation and/or order,

warrant or decision of any police or other criminal investigation agency, court or tribunal having jurisdiction over it; and/or (b) the terms and conditions of the Agreement in connection with any claim, dispute, arbitration and/or court proceedings: (i) arising out of or in connection with the Agreement; and/or (ii) arising against or brought by any third party involving such Party.

79 CHANGE IN REGULATIONS

79.1 It is understood by the Parties that the Seller is entering into the Agreement in reliance on the Regulations in effect on the date of the Agreement affecting directly or indirectly the Oil sold under the Agreement including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading or delivery of the Oil, insofar as such Regulations affect the Seller or the Seller’s Supplier(s).

79.2 If at any time and from time to time during the currency of the Agreement any Regulations are changed or new Regulations have become or are due to become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act for such organisations, and the material effect of such changed or new Regulations is

(a) not covered by any other provision of the Agreement; and (b) has or will have a material and substantial adverse economic effect on the profitability of the transaction, the Seller shall have the option to negotiate the price(s) or other relevant terms of the Agreement. Such option may be exercised

by the Seller at any time after such changed or new Regulations are notified by written notice to the Buyer, such notice shall contain the new price(s) and/or terms and conditions desired by the Seller. If the Parties to the Agreement do not agree upon the new price(s) or terms and conditions within fifteen (15) days after the date of the Seller’s notice, either Party shall have the right to terminate the Agreement immediately at the end of such fifteen (15) day period. Any Oil delivered during such fifteen (15) day period shall be sold and purchased at the price(s) and on the terms and conditions specified under the Agreement without any adjustment in respect of the new or changed Regulations.

80 EUROZONE EXIT / BREAK-UP CLAUSE

80.1 Eurozone exit80.1.1 If, for any reason (whether voluntarily or involuntarily), one or more Eurozone Members exits the Eurozone and/or is no longer

a Eurozone Member and/or ceases to use the Euro as its national currency, but the Eurozone continues to exist, the following terms shall apply:

(a) Any payments to be made in Euro under this Agreement shall continue to be denominated and paid in Euro regardless of whether either Party or their bank accounts are resident in a country exiting the Eurozone;

(b) Any such payments shall be made to an appropriate Euro bank account designated in writing to the paying Party by the Party receiving payment but such bank account shall not be held in an account within the country exiting the Eurozone; and

(c) The provisions of clause 80.3 shall also apply. 80.2 Eurozone break-up80.2.1 If, for any reason whatsoever, the Eurozone ceases to exist and/or the Euro ceases to: (a) be a currency traded in London or

other major economic centres; and/or (b) a currency accepted for payment, the following terms shall apply: (a) Any payments to be made in Euro under this Agreement shall be redenominated in an alternative currency (including without



limitation USD, gBP or CHF) to be determined by the Seller in its sole discretion; (b) The Euro payment amount shall be converted into the relevant alternative currency by applying the rate of foreign exchange

between the Euro and such alternative currency published by the European Central Bank on the last Banking Day prior to the Eurozone break-up or such other rate as may be agreed by the Parties;

(c) Any such payments shall be made to the bank account designated in writing to the paying Party by the Party receiving payment; and

(d) The provisions of clause 80.3 shall also apply.80.3 For the avoidance of doubt:80.3.1 Any Regulations (including any Regulations of the EU or the country exiting the Eurozone) contrary to the provisions of this

clause 80 shall not apply, to the extent that such Regulations can be excluded.80.3.2 Neither a Eurozone exit nor a Eurozone break-up shall: (a) constitute a force majeure event entitling either Party to invoke

clause 64; nor (b) entitle either Party to terminate the Agreement or suspend performance of any of its obligations under the Agreement.

81 HEALTH SAFETY AND ENVIRONMENT

81.1 The Buyer shall provide all relevant third Parties, including but not limited to its employees, agents, contractors and any person to whom it supplies the Oil, with a copy of any material safety data sheet in respect of the Oil provided by the Seller (the “MSDS”) and any other relevant information relating to the safety, danger to health and environment of the Oil provided by the Seller (the “Other Information”).

81.2 The Buyer shall be responsible for: 81.2.1 ensuring that all relevant obligations, recommendations, Regulations, conventions or guidelines in any relevant jurisdiction,

whether international or local, are complied with; 81.2.2 any consequences of using a material safety data sheet or information which differs from the MSDS or the Other Information.81.3 The Seller shall be under no liability to the Buyer in respect of any claim or proceeding whatsoever for loss, damage or personal

injury resulting from any hazards inherent in the nature of the Oil.

82 REACH

82.1 For the purposes of this clause 82, the following definitions shall apply:82.1.1 “CAS Number” means the chemical abstract service number.82.1.2 “CLP” means EU Regulation (EC) No 1272/2008 of the European Parliament and of the Council of 16 December 2008 on

classification, labelling and packaging of substances and mixtures and any accompanying directives, amendments and any other EU or governmental Regulations related thereto (as the foregoing may be amended from time to time).

82.1.3 “EC Number” means the European Commission number for a chemical substance, which includes the European list of notified chemical substances (“EINECS”), European list of notified chemical substances (“ELINCS”), the EC’s “No Longer Polymers” list (“NLP”) or any other appropriate identifier number as may be defined by and required by REACH.

82.1.4 “gHS” means the United Nations globally Harmonized System of Classification and Labelling of Chemicals as amended from time to time.

82.1.5 “REACH” means EU Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning, the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) and any accompanying directives, amendments and any other EU or governmental Regulations related thereto (as the foregoing may be amended from time to time).

82.2 Each Party shall comply with: (a) any obligations it may have under REACH which are applicable to the transaction contemplated under this Agreement and/or which arise out of or in connection with the performance of the Agreement; and (b) its obligations under clauses 82.3 to 82.5.

82.3 Subject to clause 82.5, the Seller shall provide to the Buyer a CAS Number and/or EC Number for each chemical substance on its own, in preparations and/or in articles which are contained in or comprise the Oil (“Substance Identifier”):

82.3.1 for deliveries FOB, CFR, CIF, CIF Outturn, FCA, CPT and CIP, by no later than at the time of loading;82.3.2 for deliveries DDU, DDP, DES, DAP, DAT and DAF (whether by vessel or inland transportation), by no later than at the time the

Oil reaches the Discharge Terminal or Delivery Point (as the case may be) specified in the Agreement;82.3.3 for deliveries Ex Tank, In Tank (In Situ), Into Tank and FIP: by no later than the time when title transfers to the Buyer pursuant

to the terms of the Agreement; and

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82.3.4 in all other cases, by the time specified in the Agreement or, absent provision in the Agreement, by no later than the time when title or risk transfers to the Buyer pursuant to the terms of the Agreement (whichever occurs first).

82.4 If the Seller is a “REACH Seller”, which shall mean that the Seller: (i) undertakes to supply REACH (pre-)registered Oil to the Buyer; (ii) is an importer of the Oil for the purposes of REACH; or (iii) is an EEA manufacturer of the Oil, the following shall apply:

82.5 the Seller shall, in addition to complying with its obligations under clauses 82.2 to 82.3 above and by no later than at the time set out in clause 82.3 above, provide the Buyer with the adequate and valid European Chemical Agency (“ECHA”) (pre-)registration number for each substance contained in or comprising the Oil;

82.5.1 the Seller shall, by no later than at the time set out in clause 82.3 above, provide the Buyer with the current Safety Data Sheet for the Oil which shall be in compliance with the requirements of Annex II of REACH and with the requirements of CLP; and

82.5.2 if an Only Representative (as defined by REACH) has been appointed by a non-EEA manufacturer or manufacturers of each chemical substance on its own, in preparations and/or in articles which are contained in or comprise the Oil, the Seller shall, no later than at the time set out in clause 82.3 above, inform the Buyer of that fact and provide the Buyer with the relevant written statement and the full contact details of the Only Representative who carried out the (pre-)registration of each substance contained in or comprising the Oil.

82.6 If the Seller is not a REACH Seller, the following shall apply:82.6.1 the Seller shall provide the Buyer with: (a) the Substance Identifier pursuant to its obligations under clause 82.3 above, regardless of their sources; or (b) if the Seller is unable to provide the Buyer with the Substance Identifier, all information necessary to enable the Buyer to

readily ascertain the Substance Identifier (“Necessary Information”).82.6.2 notwithstanding any other provision of the Agreement to the contrary: (a) the Seller provides no warranty or guarantee and makes no representations as to the accuracy or the completeness of the

Substance Identifier or the Necessary Information provided to the Buyer and/or as to the existence of an adequate and/or valid (pre-)registration of any substances contained in or comprising the Oil; and

(b) the Seller shall not be liable for any loss, damage, liability, delay or expense incurred or suffered by the Buyer for whatever reason arising from the Buyer’s reliance on the accuracy or completeness of the Substance Identifier or the Necessary Information provided and/or on the existence of an adequate and/or valid (pre-)registration of any substances contained in or comprising the Oil; and

82.6.3 the Seller shall provide the Buyer with the current Safety Data Sheet for the Oil which shall be in compliance with: (i) the requirements of all relevant applicable Regulations as well as with the standards of gHS; and (ii) where the Oil is loaded and/or delivered in the EEA pursuant to the terms of the Agreement, the requirements of Annex II of REACH and with the requirements of CLP.

83 RED COMPLIANCE

83.1 For the purposes of this clause 83, the following definitions shall apply:83.1.1 “Biofuel” means denaturated ethanol, biodiesel and any other liquid or gaseous fuel for transport derived from biomass material.83.1.2 “Certification Body” means an independent and impartial entity which conducts audits with respect to the compliance with the

RED sustainability criteria and requirements of members of the voluntary Certification Scheme. 83.1.3 “RED”means Renewable Energy Directive (2009/28/EC) of the European Parliament and the Council of 23 April 2009 on the

promotion of the use of energy from renewable sources, as may be amended or replaced from time to time, and shall include, where the context permits, any Regulations of an applicable EU member state implementing the Renewable Energy Directive as may be amended or replaced from time to time.

83.1.4 “RED Compliant Biofuels” means Biofuels which are sustainable and which comply with RED.83.1.5 “voluntary Certification Scheme” means an eligible national or international scheme which demonstrates that consignments of

Biofuels are compliant with RED with respect to sustainability criterias and are therefore recognized by the EU. 83.2 This clause 83 shall apply where the Seller has agreed to supply Oil which is RED Compliant Biofuels.83.3 The Parties hereby acknowledge and understand that: 83.3.1 The Seller is registered with a voluntary Certification Scheme. 83.3.2 A Certification Body issues to member of voluntary Certification Schemes, on a yearly basis, a certificate based on a successful

audit of the individual elements of the sustainable Biofuels’ supply chain in respect of Biofuels supplied by the member of the voluntary Certification Scheme.



83.3.3 As a certificate holder, the Seller is entitled to source sustainable Biofuels from any other certificate holder. 83.3.4 A valid certificate issued by a Certification Body entitles the Seller to issue, in respect of batches of RED Compliant Biofuels it

sells, sustainability declaration(s) or delivery note(s) (“Sustainability Declarations”) which will contain the information required by RED and necessary in order to identify and trace the sustainability of the RED Compliant Biofuels sold by the Seller (including without limitation the country of origin of the Biofuel and/or its components; the amount and kind of sustainable Biofuels (kg/mt); the green house gas (gHg) value of the Biofuels; the Agreement number; the name, address and certificate number of issuing Party; the name, address of receiving Party; and the delivery date).

83.3.5 The Buyer may have obligations under RED to source certain quantities of RED Compliant Biofuels during specific periods.83.3.6 The Seller warrants that it is and will at all material times: (a) remain registered with a voluntary Certification Scheme; (b) hold

a valid certificate issued by an appropriate Certification Body; and (c) be entitled to issue Sustainability Declarations in respect of RED Compliant Biofuels.

83.4 The Seller shall provide to the Buyer Sustainability Declarations in respect of RED Compliant Biofuels sold pursuant to the terms of the Agreement:

83.4.1 for deliveries FOB, CFR, CIF, CIF Outturn, FCA, CPT and CIP, by no later than at the time of loading;83.4.2 for deliveries DDU, DDP, DES, DAP, DAT and DAF (whether by vessel or inland transportation), by no later than at the time the

Oil reaches the Discharge Terminal or Delivery Point (as the case may be) specified in the Agreement;83.4.3 for deliveries Ex Tank, In Tank (In Situ), Into Tank and FIP: by no later than the time when title transfers to the Buyer pursuant

to the terms of the Agreement; and83.4.4 in all other cases, by the time specified in the Agreement or, absent provision in the Agreement, by no later than the time when

title or risk transfers to the Buyer pursuant to the terms of the Agreement (whichever occurs first).83.5 The Seller shall be liable for any costs, expenses, liabilities, losses and damages suffered or incurred by the Buyer as a direct

result of any failure by the Seller to comply with its obligations under this clause to the extent that such failure directly results in the Buyer being unable to comply with any obligations it may have under RED.

84 THIRD PARTY RIGHTS

No term of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person, company or other legal entity which is not a party to the Agreement against one of the Parties. The Parties may rescind or vary the Agreement in whole or in part, subject to the provisions of clause 74 without the consent of any third party.

85 LICENCES

85.1 Each Party shall obtain and maintain all licences, consents, permits, approvals and authorisations necessary to enable it to perform its obligations and comply with the terms of the Agreement

85.2 Any failure by either Party to comply with clause 85.1 above shall not amount to frustration and shall not be sufficient grounds for a declaration of force majeure pursuant to clause 64.

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78 litasco PARt XI - GeneRAL - 2014 eDItIon scHeDULe 1

SCHEDULE 1 – DOCUMENTARY LETTER OF CREDITWe hereby open our irrevocable documentary Letter of Credit number:

by order of:

in favour of:

amounting : (currency) plus/minus per cent

(currency in words) (amount in words) plus/ minus per cent)

valid until : (at least 45 days after the estimated due date at the time the Letter of Credit is opened) at advising or confirming bank’s counters

available : by payment on (description of the due date according to the terms of the Agreement) against presentation of the following documents at advising or confirming bank’s counters in one (1) original plus two (2) copies unless otherwise specified:

1 Seller’s commercial invoice specifying price and quantity.2 Full set (3/3) original clean on board bills of lading issued or endorsed to the order of [ ]3 Certificate of Quantity issued by [insert the name of the Independent Inspector].4 Certificate of Quality issued by [insert the name of the Independent Inspector].5 Original or copy of certificate of origin issued by the Chamber of Commerce or competent authority at the place of origin of the Oil or equivalent issued by competent authority at the place of origin or the place of loading of the Oil.[Note: The above list is not conclusive but illustrative only. The Letter of Credit shall in all cases stipulate such documents as are required by the terms of the Agreement.]

covering: plus/minus per centdelivery : price : (as described in the Agreement)

In case any of the documents stipulated by the Letter of Credit are not available at the time of presentation, the Letter of Credit will be payable against presentation of:1 Beneficiary’s commercial invoice (telex/fax/SwIFT/e-mail acceptable).2 Beneficiary’s letter of indemnity covering temporarily missing documents (telex/fax/SwIFT/e-mail acceptable) issued as follows:

Quote

Letter of indemnity

Dear Sirs,

we refer to a cargo of (quantity) of (Product) loaded on board [vessel/Train / Truck] [ ] at [ ] pursuant to [bills of lading / RwB / …] dated [ ].

Although we sold and transferred title to the above cargo to you, we have been unable to provide you with the documents required for payment under the terms of the said sale.

In consideration of your paying us [ ] U.S. dollars being the full price of the above cargo, we hereby expressly warrant that we have marketable title free and clear of any lien or encumbrance to such cargo and that we have full right and authority to transfer such title to you and to effect delivery of the said cargo to you.

we agree to protect, indemnify and save you harmless from and against any and all damages, costs, legal fees and other expenses which you may suffer by reason of such documents not being presented to you on the due date or breach of the warranties given above,

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including but not limited to, any claims or demands which may be made by the Carrier, consignor, consignee or any other third parties claiming an interest in or lien on the cargo or proceeds thereof.

we agree to make all reasonable efforts to obtain and surrender to you as soon as possible, the original documents referred to in the said sale and this letter of indemnity shall automatically expire upon our tendering of such documents to you.

Our obligation to indemnify you is subject to the condition that you give us prompt notice of assertion of any claims and full opportunity to conduct the defence thereof.

This indemnity shall be governed by and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.

This Letter of Indemnity will automatically expire upon our tendering of the above-mentioned documents to you or after 2 calendar years from the date of delivery, whichever occurs first.

Yours faithfully

[ ]Authorised signatories (names/title)

[NOTE: where LITASCO requires, pursuant to the Agreement, that the Seller present a letter of indemnity supported by an endorsement from an international bank, the letter of indemnity shall bear the following endorsement:We hereby accept joint and several liability with [name of Seller] under this letter of indemnity.

[ signature ]

Authorised signatories(names/titles)For and on behalf of [ bank ]]

Unquote

SPECIAL CONDITIONS

1 If permitted under the Agreement, the Letter of Credit shall state: ”Partial shipments and/or Partial drawings allowed”

2 Charterparty bills of lading are acceptable (where bills of lading are to be presented).

3 Documents presented more than 21 days after the date of the bills of lading (or other equivalent document) but within validity of this Letter of Credit are acceptable.

4 Photocopies instead of copies of documents acceptable.

5 The amount of this Letter of Credit is automatically adjusted for any increase or decrease as per Platts’ price [or other agreed] index according to the price clause mentioned in the Letter of Credit without any additional amendment on our part.

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6 Typographical and spelling errors not to be considered as discrepancies, except for quantity, price and amount.

7 All opening bank charges and commissions related to this Letter of Credit are for applicant’s account including confirmation and negotiation fees if any. All advising bank charges and commissions related to this Letter of Credit are for beneficiaries account.

8 Shipment or delivery covered by more than one set of documents acceptable

9 If payment due date falls on a Saturday or bank holiday other than Monday in [the banking system of the currency in which the Letter of Credit is payable or the country in which the payment is to be made] then payment to be effected on the preceding bank working day in [the banking system of the currency in which the Letter of Credit is payable or the country in which the payment is to be made], if payment due dates falls on a Sunday or Monday bank holiday in [the banking system of the currency in which the Letter of Credit is payable or the country in which the payment is to be made] , payment to be effected on the next bank working day in [the banking system of the currency in which the Letter of Credit is payable or the country in which the payment is to be made].

10 The value of this Letter of Credit will be increased with the applicable vAT due amount plus the Excise Duty minerals oils as well as any and all costs, expenses, penalties and interest incurred by the beneficiary as a result of the applicant’s failure to provide him with the information and documents as set out in the supply agreement or otherwise agreed by the Seller and the Buyer as are necessary for the Seller to supply the Oil without the Seller having to charge and account for vAT or Excise Duty or both as the case may be.

11 This telex is the operative instrument and will not be followed by written Confirmation.

12 The construction, validity and performance of this Letter of Credit shall be governed by and construed in accordance with English law.

13 Unless otherwise expressly stated herein, this Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce (I.C.C. publication UCP 600, 2007 (and any further revision)).



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SCHEDULE 2 - STANDBY LETTER OF CREDITWe hereby open our irrevocable standby Letter of Credit number:by order of :

in favour of:

expiry date: (at least 45 days after the estimated due date by the time

the stand-by l/c is opened) at advising or confirming bank’s counters

amount: (currency) plus/minus per cent

(currency in words) (amount in words) plus/minus per cent)

covering: [Qty][UOM] plus/minus per cent of [Product description only]

delivery: [Term of delivery and Location (basis if applicable) ] (as described in the Agreement)

price/clause price: (as described in the Agreement)

availability: this Letter of Credit is available for payment at sight from [insert day after last date for payment]

against presentation of the following documents at advising or confirming bank’s counters :

1 Copy of unpaid invoice2 Beneficiary’s statement purporting to be signed by an official of the beneficiary certifying that ‘the amount demanded represents a payment which has not been made to (name of beneficiary) by (name of applicant) in accordance with the terms of the contract in respect of invoice number which is legally and properly past due and the funds received pursuant to the Letter of Credit will be exclusively used to settle the unpaid invoice’.

SPECIAL CONDITIONS

1 If permitted under the Agreement, the Letter of Credit shall state: ”Partial shipments and/or Partial drawings allowed”

2 All bank charges for applicant’s account.

3 Typographical and spelling errors not to be considered as discrepancies, except for quantity, price and amount

4 Telex, fax, SwIFT, and e-mail copies of the invoice and the beneficiary’s statement will be acceptable.

5 The amount of this Letter of Credit is automatically adjusted for any increase or decrease as per Platts’ price [or other agreed] index according to the price clause mentioned in the Letter of Credit without any additional amendment on our part.

6 In the case of currency being U.S. Dollars, sterling or any other currency traded in London:

we (advising the bank) further engage that payments against your invoice will include interest from due date (due date which is shown on the commercial invoice) to our effective payment date at a rate per annum equal to the arithmetic mean (rounded upwards, if necessary, to five decimal places) of the London Interbank Offered Rates for deposits of US dollars for the period of one Month at or about 11:00 hours London time on the due date (as shown on the commercial invoice) as displayed on the relevant page on the Reuters Monitor Money Rates Service (or a replacement page which displays London Interbank Offered Rates of leading banks for US dollar deposits) plus three (3) per cent under the condition that the documents in strict conformity with this Letter of Credit are presented at least one day before maturity date of the invoice.

In the case of currency being Euros:

we (the bank) further engage that payments against your invoice will include interest from due date (due date which is shown on the commercial invoice) to our effective payment date at a rate per annum determined by the Banking Federation of the European Union for the period of one Month displayed on the appropriate page of the Telerate/Reuters screen (or any replacement


page which displays European Union interbank offered rates for deposits in Euros) on or about 11:00 AM CET on the due date (as shown on the commercial invoice) for the offering of deposits in Euro plus three (3) per cent under the condition that the documents in strict conformity with this Letter of Credit are presented at least one day before maturity date of the invoice.

In the case of any other currency:

we (the bank) further engage that payments against your invoice will include interest from due date (due date which is shown on the commercial invoice) to our effective payment date at the rate per annum determined by [insert name of LITASCO entity] to be (i) the rate offered by leading banks in the banking system of the currency in which the price is payable at or about 11:00 AM local time on the due date (as shown on the commercial invoice) and (ii) three (3) per cent.

7 The value of this Letter of Credit will be increased with the applicable vAT due amount plus the Excise Duty minerals oils as well as any and all costs, expenses, penalties and interest incurred by the beneficiary as a result of the applicant’s failure to provide him with the information and documents as set out in the supply agreement or otherwise agreed by the Seller and the Buyer as are necessary for the Seller to supply the Oil without the Seller having to charge and account for vAT or Excise Duty or both as the case may be.

8 This telex is the operative instrument and will not be followed by written Confirmation.

9 The construction, validity and performance of this standby Letter of Credit shall be governed by and construed in accordance with English law.

10 Unless otherwise expressly stated herein, this standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce (I.C.C. publication UCP 600, 2007 (and any further revision)).



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SCHEDULE 3 – LETTER OF INDEMNITYDear Sirs,

we refer to a cargo of (quantity) of (Product) loaded on board [vessel/Train / Truck] [ ] at [ ] pursuant to [bills of lading / RwB / …] dated [ ].

Although we sold and transferred title to the above cargo to you, we have been unable to provide you with the documents required for payment under the terms of the said sale.

In consideration of your paying us [ ] U.S. dollars being the full price of the above cargo, we hereby expressly warrant that we have marketable title free and clear of any lien or encumbrance to such cargo and that we have full right and authority to transfer such title to you and to effect delivery of the said cargo to you.

we agree to protect, indemnify and save you harmless from and against any and all damages, costs, legal fees and other expenses which you may suffer by reason of such documents not being presented to you on the due date or breach of the warranties given above, including but not limited to, any claims or demands which may be made by the Carrier, consignor, consignee or any other third parties claiming an interest in or lien on the cargo or proceeds thereof.

we agree to make all reasonable efforts to obtain and surrender to you as soon as possible, the original documents referred to in the said sale and this letter of indemnity shall automatically expire upon our tendering of such documents to you.

Our obligation to indemnify you is subject to the condition that you give us prompt notice of assertion of any claims and full opportunity to conduct the defence thereof.

This indemnity shall be governed by and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.

This Letter of Indemnity will automatically expire upon our tendering of the above-mentioned documents to you or after 2 calendar years from the date of delivery, whichever occurs first.

Yours faithfully

[ ]Authorised signatories (names/title)Authorised signatories/signatory (names/title)

[NOTE: The identity and number of authorised signatories to be as required for the issuer to be bound.]

[NOTE: where LITASCO requires, pursuant to the Agreement, that the Seller present a letter of indemnity supported by an endorsement from an international bank, the letter of indemnity shall bear the following endorsement:

We hereby accept joint and several liability with [name of Seller] under this letter of indemnity.

[ signature ]Authorised signatories(names/titles)For and on behalf of [ bank ]]For and on behalf of [ bank ]]

[NOTE: The identity and number of authorised signatories to be as required for the bank to be bound.]



SCHEDULE 4 – PURCHASE CONFIRMATION

TO: [LITASCO SA]

Dear Sirs,

we, [name of Buyer] confirm that we have purchased from you a quantity of [ ] [mt/US Barrels/UOM] [name of Product or Crude or petrochemical] for delivery during [ ] at a price [calculated as USD[ ]] [calculated by reference to [Platts][plus a premium][minus a discount] of USD[ ]] per [mt/US Barrel] pursuant to the terms of an Agreement dated [ ] between LITASCO SA and [name of Buyer].

we hereby irrevocably and unconditionally confirm that we will pay the purchase price [as stated on the commercial invoice to be presented by the Seller] [in the sum of USD [ ]] in respect of the Oil without any set off, deduction, discount, withholding, or counterclaim of any kind whatsoever and for whatever reason to [the Seller]’s bank account, the details of which are as follows [name of Bank, a/c number].

Payment to be made by us by telegraphic transfer with value [deferred payment terms as defined in the Agreement], but always one (1) working day after presentation of the following documents [list the documents required to be presented].

[Name of Buyer’s] bank will send to [name of Seller’s bank] a pre advice by tested telex of payment 24 hours before value date.

Signed by [ ]

authorised signatory for and on behalf of [ ]

[stamp]


PART

-XI

GENE

RAL

SCHEDULE 5 – ISPS CODE AND MTSA PROVISIONSFor the purposes of this Schedule, the following phrases shall have the meanings ascribed to them in the ISPS Code and shall include, where applicable, any appropriate similar person or thing for the purposes of the MSTA: “Company”, “Company security officer”, “Declaration of Security” and “Ship security officer”.

Part A. FOB Provisions

1 The Buyer warrants that both the vessel and the Company have been and shall at all relevant times remain fully compliant with the ISPS Code and, where the Loading Terminal is within the USA and US territories or waters, the MTSA.

2 The Buyer shall provide the vessel, the Ship security officer and/or the Company security officer with all information which they may reasonably require for compliance with the ISPS Code and, where the Loading Terminal is within the USA and US territories or waters, the MTSA.

3 The Buyer shall procure that the vessel shall, when required, submit a Declaration of Security to the appropriate authorities prior to arrival at the Loading Terminal or otherwise when requested by such authorities and/or take such other actions as may be requested by any relevant authority in accordance with the ISPS Code and, where the Loading Terminal is within the USA and US territories and waters, the MTSA.

4 Notwithstanding any prior acceptance of the vessel by the 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:

(a) the Seller shall have the right not to berth such nominated vessel at the Loading Terminal and any time lost as a result shall not count as laytime or, if the vessel is on demurrage, as demurrage; and

(b) if the Seller exercises such right, the Seller shall notify the Buyer and the Buyer shall be obliged to substitute such nominated vessel in accordance with the provisions of clause 6.2 with a vessel complying with the requirements of the ISPS Code and the MTSA provided always that the Buyer and such vessel must still comply with all other terms and conditions of the Agreement, including without limitation the Laydays.

5 The Seller warrants that the Loading Terminal shall comply with the requirements of the ISPS Code and, if located within the USA and US territories, the MTSA.

6 Any delay, costs or expenses in respect of the vessel including without limitation demurrage or any additional charge, fee or duty levied on the vessel at the Loading Terminal and actually incurred by Buyer resulting directly from the failure of the Loading Terminal to comply with the ISPS Code and, if located within the USA and US territories, with the MTSA, shall be for the account of the Seller, including without limitation 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.

7 Save where the vessel has failed to comply with the requirements of the ISPS Code and, within the USA and US territories or waters, the MTSA, the Seller shall be responsible for any demurrage actually incurred by the Buyer arising from delay to the vessel at the Loading Terminal resulting directly from the vessel being required by the Loading Terminal or any relevant authority to take any action or any special or additional security measures or undergo additional inspections by virtue of the vessel’s previous ports of call.

8 The Seller’s liability to the Buyer under the Agreement for any costs, losses or expenses incurred by the vessel, the charterers or the vessel owners resulting from or arising out of or in connection with any failure of the Loading Terminal to comply with the ISPS Code or the MTSA shall be limited to the payment of demurrage and costs actually incurred by the Buyer in accordance with the provisions of this Schedule.


Part B. CIF, CFR, CIF Outturn and DES, DAP, DAT by vessel Provisions

9 The Seller warrants that each of the vessel and the Company has been and shall at all relevant times remain fully compliant with the ISPS Code and, where the Discharge Terminal is located within the USA and US territories or waters, with the MTSA.

10 The Buyer shall, within one (1) working Day of a request from the Seller, provide the Seller with all information reasonably requested and as may be required for compliance by the vessel and/or the Company with the ISPS Code and, if applicable, the MTSA.

11 The Seller shall procure that the vessel shall, when required, submit a Declaration of Security to the appropriate authorities prior to arrival at the Discharge Terminal.

12 Notwithstanding any prior acceptance of the vessel by the Buyer, if at any time prior to the arrival of the vessel at the Discharge Terminal the vessel ceases to comply with the requirements of the ISPS code or MTSA:

(a) the Buyer shall have the right not to berth such nominated vessel at the Discharge Terminal and any time lost as a result shall not count as laytime or, if the vessel is on demurrage, as demurrage; and

(b) if the Buyer exercises such right, the Buyer shall notify the Seller and the Seller shall be obliged to substitute such nominated vessel with a vessel complying with the requirements of the ISPS Code and MTSA in accordance with the provisions of clause 13.2 or 24.2 (as applicable) save that the substitute vessel shall be nominated by the Seller within three (3) working Days of the Buyer’s notice. If title and risk to the cargo on board the vessel subsequently substituted pursuant to this sub-clause (b) has already passed to the Buyer prior to substitution, such title and risk shall be deemed to have reverted to the Seller immediately upon the acceptance or deemed acceptance of the substitute vessel pursuant to clause 13.4 or 24.4 (as applicable).

13 The Buyer warrants that the Discharge Terminal shall comply with the requirements of the ISPS Code and, if located within the USA and US territories, the MTSA.

14 Any delay, costs or expenses in respect of the vessel including without limitation demurrage or any additional charge, fee or duty levied on the vessel at the Discharge Terminal and actually incurred by the Seller resulting directly from the failure of the Discharge Terminal to comply with the ISPS Code and, if located within the USA and US territories, with the MTSA, shall be for the account of the Buyer, including but without limitation 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

15 Save where the vessel has failed to comply with the requirements of the ISPS Code and within the USA and US territories or waters, the MTSA, the Buyer shall be responsible for any demurrage actually incurred by the Seller arising from delay to the vessel at the Discharge Terminal resulting directly from the vessel being required by the Discharge Terminal or any relevant authority to take any action or any special or additional security measures or undergo additional inspections, by virtue of the vessel’s previous ports of call.

16 The Buyer’s liability to the Seller under the Agreement for any costs, losses or expenses incurred by the vessel, the charterers or the vessel owners resulting from or arising out of or in connection with the failure of the Discharge Terminal to comply with the ISPS Code or the MTSA shall be limited to the payment of demurrage and costs actually incurred by the Seller in accordance with the provisions of this Schedule.

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