GENERAL TERMS AND CONDITIONS

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litasco

lukoil international trading & supply company

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LITASCO SA

9, RUE DU CONSEIL géNéRAL 1205 gENEvA, SwITzERLAND TEL +41 22 705 2000

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T – I INTRODUCTION

litasco

lukoil international trading & supply company

litasco

lukoil international trading & supply company

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.

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lukoil international trading & supply company

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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 transportation

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PAR T-II FOB

PART II-III-Iv-v

FOB

CFR AND CIF

CIF OUTTURN CLAUSES

DES, DAP, DAT BY vESSEL

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PART : II

PART II – FOB

This 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; and 4.1.4 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 VESSEL

6.1.1 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:

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(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 VESSEL

6.3.1 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 VESSEL

6.4.1 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 WARRANTIES

6.5.1 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 NOMINATIONS

7.1.1 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 INSTRUCTIONS

7.2.1 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.

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7.3 VESSEL ETA

7.3.1 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 EXPENSES

7.5.1 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 OPERATIONS

7.6.1 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 BERTH

7.7.1 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 VESSEL

8.1.1 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 READINESS

8.2.1 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 ALLOWED

8.3.1 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 HOURS

8.4.1 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 RATE

8.6.1 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.

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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 DEMURRAGE

8.7.1 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 DEMURRAGE

8.8.1 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;

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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 CLAIMS

8.9.1 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 CIF

This 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 DELIVERY, TITLE AND RISK

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.

9.2 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.

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; and

10.1.5 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.

10.3 At the Buyer’s option, any letter of indemnity required pursuant to clause 10.2 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.

11 QUALITY AND QUANTITY

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.

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lukoil international trading & supply company

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

as the gross quantity minus water and sediment, as per the Certificate of Quality referred to in clause 11.4, 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.

11.8 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:

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

11.8.2 if metering facilities are not available or if, in the reasonable opinion of the Independent Inspector appointed in accordance with clause 11.2, 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.

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.

11.12 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.

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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GENERAL TERMS AND CONDITIONS

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lukoil international trading & supply company

LITASCO SA

litasco

lukoil international trading & supply company

CONTENTS

CONTENTS

litasco

lukoil international trading & supply company

PART : I

litasco

litasco

lukoil international trading & supply company

litasco

lukoil international trading & supply company

PART II-III-Iv-v

FOB

CFR AND CIF

CIF OUTTURN CLAUSES

DES, DAP, DAT BY vESSEL

PART : II

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lukoil international trading & supply company

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lukoil international trading & supply company

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litasco

lukoil international trading & supply company

PART : III

litasco

lukoil international trading & supply company