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HFO Contract

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0% found this document useful (0 votes)
35 views14 pages

HFO Contract

Uploaded by

lewistapfu
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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COVER PAGE

This HEAVY FUEL OIL Purchase Contract ("Contract") is made as of the following date: _____________________
by and between BUYER and SELLER (identified below and hereinafter referred to jointly as the "Parties" or singularly as "Party").

BUYER SELLER
EMO Lubricants (Pty) Ltd LEGAL ENTITY NAME

ADDRESS

BUSINESS WEBSITE

WHOLESALE OPERATIONS • PURCHASES


ATTN: D a n i e l Z v i n a v a s h e (Trader) • SALES ATTN: _______________________________________
TEL#: 073 094 6282 • STORAGE TEL#:________________________________________
• DELIVERIES FAX#: _______________________________________
FAX#:
EMAIL___________________________________
EMAIL: ____
EMT - CONTRACTS
• CONTRACTS
ATTN: Tich Chikowore ATTN: _______________________________________
TEL#: 082 599 1488 • LEGAL NOTICES
• REGULATORY TEL#:________________________________________
FAX#: FAX#: _______________________________________
EMAIL: tchikoore@yahoo.com DOCUMENTS
EMAIL_______________________________________

EMT - ACCOUNTING • ACCOUNTING


ATTN: • INVOICES ATTN: _______________________________________
TEL#: • PAYMENTS TEL#:________________________________________
• SETTLEMENTS FAX#: _______________________________________
FAX#:
EMAIL_______________________________________
EMAIL:
EMT - CREDIT • FINANCIAL
ATTN: EVALUATIONS ATTN: _______________________________________
TEL#: • CREDIT TEL#:________________________________________
FAX#:
APPROVALS FAX#: _______________________________________
EMAIL_______________________________________
EMAIL:
EMT - PURCHASE ORDERS • PURCHASE
ORDERS
ATTN: _______________________________________
ATTN: TEL#:________________________________________
TEL#: FAX#: _______________________________________
FAX#: EMAIL:_______________________________________
EMAIL:

This Contract, whereby SELLER agrees to sell, transport, and deliver Product and BUYER agrees to purchase and receive Product,
incorporates by reference, for all purposes, the agreements, representations, and terms and conditions found or provided for on this
Cover Page, in the following General Terms and Conditions, in Appendices, Exhibits, and in subsequent Purchase Orders prepared
and accepted in accordance with the provisions hereunder.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed as of the date first written above.

[BUYER] PARTY [SELLER]


SIGNATURE OF
COMPANY OFFICER

PRINTED NAME

TITLE

1
EMO Lubricants (Pty) Ltd HEAVY FUEL OIL PURCHASE GENERAL TERMS AND CONDITIONS
CONTRACT

GENERAL TERMS AND CONDITIONS

1 DEFINITIONS AND INTERPRETATIONS


When used in the Contract with initial or complete capitalisation, the terms defined in Section 16 (GLOSSARY) and that appear
elsewhere in this document shall have the definitions provided. Words referring to persons include companies and words in the singular
include the plural and vice versa where the context requires. When phrases such as or similar to "as required" or "as directed" or "as
approved" are used, the requirements or direction or approval of BUYER is intended, unless specified otherwise in writing.

2 PURPOSE, PROCESS, AND PROCEDURES


These GENERAL TERMS AND CONDITIONS, which are part of the Contract between the Parties, establish certain contractual
provisions used in common by EMO Lubricants (Pty) Ltd for defining BUYER's obligations to purchase and receive Product from SELLER
and SELLER's obligations to sell, transport, and deliver Product to BUYER. For convenience and flexibility, certain terms and conditions
of this Contract are contained in appendices which may follow these GENERAL TERMS AND CONDITIONS including, but not limited to,
corporate policies to insure a safe and secure workplace, and other terms and conditions, procedures, information, or obligations of the
Parties as may be referenced in other sections herein. Finally, the specific Commercial Terms and Conditions negotiated from time-
to-time between the Parties and applicable to a specific Transaction (regardless of the length of the Transaction Period) shall be
documented pursuant to Section 2.1.

2.1 Establishing Commercial Terms and Conditions of Transactions


During the term of this Contract, the Parties may from time to time negotiate the Commercial Terms and Conditions of a Transaction
to meet BUYER's requirements for Product during a proposed Transaction Period. The Transaction may be applicable to (i) a single
delivery of Product, or (ii) a series of deliveries of Product, either of which may require delivery to one or more Delivery Points and in
one or more Delivery Months or Delivery Windows. Where applicable to the Transaction being established, the negotiations
between the Parties will be recorded in accordance with the understanding of Section 2.2 (Recordings). The BUYER's Trader must
also provide or approve any Commercial Terms and Conditions in advance of SELLER initiating or proceeding with SELLER's
obligations under this Contract. Finally, certain specific Commercial Terms and Conditions of the negotiated Transaction(s) impacting
delivery obligations and subsequent payment by BUYER shall be thereafter confirmed and documented in one or more Purchase
Orders prepared and issued as described below in Section 2.3 (Purchase Orders).

2.2 Recordings
The Parties consent to the electronic recording of phone conversations between their respective trading personnel made in connection
with this Contract. BUYER shall subsequently document Transactions initiated by phone conversations that are recorded in writing
in the form of a Purchase Order. The Parties agree that in the event of a dispute as to the Transaction terms and conditions, any
available recordings shall be reviewed and, if intelligible, shall serve as evidence in any suit, action, or other proceeding as to the
intent of the Parties; otherwise, the Purchase Order as prepared by BUYER and accepted or deemed accepted pursuant to Section
2.3 (Purchase Orders), shall control.

2.3 Purchase Orders


A specific set of Commercial Terms and Conditions applicable to one or more Transactions for purchase and delivery of Product
shall be established by the Parties prior to or at the time the ordering takes place and shall be documented in a Purchase Order
generated and issued by BUYER and thereafter confirmed by SELLER. The Purchase Order may be amended or replaced from
time-to-time with the agreement of both Parties, in writing. In the event SELLER fails to respond to the Purchase Order within two
(2) Business Days by (i) executing and returning the Purchase Order, or, (ii) providing BUYER with written corrections, modifications,
or objections to the Purchase Order, then SELLER shall be deemed to have accepted the terms and conditions documented in
the Purchase Order. Commercial Terms and Conditions determined during negotiations between the Parties and thereafter defined
in the Purchase Order include, but are not limited to:
a. Transaction Price;
b. Transaction Period (by specifying start and end dates);
c. Delivery Window(s) (by specifying start and end dates of each Delivery Window).
d. Delivery Point;
e. Order Quantity (total and by Delivery Point, Delivery Month, and/or Delivery Window).

3 TERM AND TERMINATION


The term of the Contract shall begin on the date of the Contract (as recorded on the Cover Page) and thereafter be in effect continuously
from month to month unless terminated upon written Notice to be provided (i) by SELLER at any time after completion of performance
obligations by both Parties under any open or incomplete Transactions and at least sixty (60) calendar days prior to the first Business
Day of the proposed termination month, or (ii) by BUYER at any time after completion of performance obligations by both Parties under
any open or incomplete Transactions.

4 QUALITY
4.1 Criteria for Acceptability
SELLER shall sell and deliver Product to BUYER that fully conforms to BUYER's Quality Specifications as provided in APPENDIX B
(HEAVY FUEL OIL QUALITY SPECIFICATIONS)

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The quality measurement procedures to be followed by the Parties for determining the quality of the delivered Product are summarized
in Section 4.2 Fuel Tanker deliveries.

4.2 Quality Measurement Procedures for Fuel Tanker or Oil Pipeline Deliveries of Product
SELLER shall require the Loading Inspector to determine and report Product quality based on sampling of the supplying tanks at the
Loading Facility, in accordance with either ISO 8217 or ASTM (American Society for Testing and Materials) procedures, prevailing
industry standards, and any applicable Laws and Regulations.

4.3 Nonconforming Product


BUYER may, at its sole discretion and by giving SELLER written Notice thereof, refuse to accept any Product which is not in
conformance with the Quality Specifications, including the presence of extraneous materials, whether the nonconformance is found (i)
during or after loading by SELLER at the Loading Facility, or (ii) prior to commencement of, during, or after completion of discharge
by SELLER at the Delivery Point. BUYER shall incur no cost, penalty, or Liability as a result of such refusal to accept the nonconforming
Product.
4.3.1 BUYER Accepts Product
In the event that the Product is determined not to meet BUYER's Quality Specifications and is therefore not acceptable, BUYER
may, at its sole discretion, agree to accept the delivery of such nonconforming Product subject to: (i) previously agreed upon
Quality Adjustments, if any, specified in the notes OF APPENDIX B (HEAVY FUEL OIL QUALITY SPECIFICATIONS) or (ii) a
negotiated acceptable Quality Adjustment which reduction shall be negotiated in good faith by the Parties and documented via
email communications exchanged by the Parties. Such Quality Adjustments shall be included as separate line items on invoices
pursuant to Section 7.5 (Quality and Quantity Adjustments).
4.3.2 BUYER Refuses Product
In the event a cargo of Product is determined not to meet BUYER's Quality Specifications and BUYER refuses to accept the
Product after delivery; unless the Parties agree otherwise, SELLER shall remove and properly dispose of the nonconforming
Product from BUYER's facilities at the Delivery Point, at SELLER's sole expense, within seven (7) calendar days from the date on
which SELLER receives or is deemed to have received BUYER's written Notice of refusal to accept the Product. In the event
SELLER does not remove the Product from BUYER's facilities within the required seven (7) calendar day period, BUYER may
have the Product removed, stored, or otherwise disposed of at SELLER's expense. Title to and risk of loss for the nonconforming
Product shall pass from BUYER to SELLER at the end of seven (7) calendar days from the date on which BUYER's written Notice
is received by SELLER, or when the Product is removed by SELLER, whichever is earlier. SELLER agrees to indemnify and hold
BUYER harmless from and against any Liabilities that arise with respect to the Product during the period between SELLER's receipt
of written Notice of BUYER's refusal to accept the non-conforming Product and return of title to SELLER.

4.4 Modifications to Quality Specifications


BUYER may from time to time amend its Quality Specifications to meet changes in BUYER's operational requirements or industry
standards or procedures. Absent Laws and Regulations to the contrary, BUYER's amendment of Quality Specifications shall be
effective no earlier than thirty (30) calendar days from the date of notice to SELLER of such change(s). If, however, due to changes or
additions to Laws and Regulations, BUYER's Quality Specifications must be altered or BUYER's use of Product is restricted or
prohibited, BUYER shall have the right to terminate this Contract or to reduce the quantity of Product delivered under this Contract to a
lesser amount, upon Notice to SELLER. In the event BUYER amends the Quality Specifications in accordance with this paragraph
which must be implemented during a Transaction Period in which the SELLER is obligated to sell and deliver Product to BUYER, and
the SELLER can reasonably demonstrate an increase in cost to meet such amended Quality Specifications, then the Parties shall
negotiate an adjustment to the Transaction Price to cover the SELLER's additional cost to meet the amended Quality Specifications.

5 QUANTITY
5.1 Order Quantity
BUYER shall specify the Order Quantity to be delivered at the time the specific Commercial Terms and Conditions applicable to the
Transaction are established by the Parties. SELLER shall have the obligation to transport and deliver to BUYER the Order Quantity
specified by BUYER. The Delivery Quantity actually delivered hereunder shall equal an amount no less than ninety percent (90%)
and no greater than one hundred and ten percent (110%) of the Order Quantity, unless otherwise specified in the Commercial
Terms and Conditions. The allowed tolerance of plus or minus ten percent (± 10%) is intended solely for minimising dead freight. The
quantity measurement procedures to be followed by the Parties for determining the Delivery Quantity are summarised in Section
5.2 for Fuel Tanker deliveries.

5.2 Quantity Measurement Procedures for Fuel Tanker Deliveries of Product


SELLER shall determine the quantity of Product loaded into the Fuel Tanker through metering at the Loading Facility. SELLER shall
provide meter tickets reporting the quantity loaded into the Fuel Tanker. Upon request by BUYER, SELLER shall provide proof of
proper maintenance and calibration of meters at the Loading Facility, in accordance with applicable Laws and Regulations and
prevailing industry standards.

5.3 Delivery Failure


In the event SELLER delivers less than ninety percent (90%) of the Order Quantity, BUYER shall have the right, but not the obligation,
to purchase replacement Product to acquire an aggregate of ninety percent (90%) of the Order Quantity, and SELLER shall
compensate BUYER for the difference between the Replacement Price and the Transaction Price of such quantity. In the event
SELLER attempts to deliver greater than one hundred ten percent (110%) of the Order Quantity, BUYER shall have the right, but not
the obligation, to accept the quantity in excess of one hundred ten percent (110%) of the Order Quantity subject to additional negotiations
between the Parties. If BUYER does not accept the excess quantity, SELLER shall, without cost or obligation to BUYER, remove
the excess quantity from BUYER's storage tanks or retain the excess quantity on the Conveyance, as applicable.

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6 DELIVERY
6.1 Initial Delivery Planning
At the time when Commercial Terms and Conditions for a Transaction are established or at some time thereafter elected by
BUYER, the Parties shall consult and establish a Delivery Schedule of mutually agreeable Delivery Windows, within the Delivery
Month(s), for delivery of Product to one or more Delivery Points to be specified in a Purchase Order. BUYER shall provide instructions
to SELLER as to desired timing and specific Delivery Quantity for each such delivery or deliveries of Product to the Delivery Point(s).
The Delivery Window and Delivery Point for each shipment shall be documented in a Purchase Order.

6.2 SELLER's Obligations


SELLER shall have the obligation to transport and deliver the Order Quantity of Product to the Delivery Point(s) as agreed at the
time Commercial Terms and Conditions are established or in subsequent communications between the Parties thereafter. In
performing SELLER's obligations to transport, deliver, or furnish Product to BUYER, including, but not limited to, in the operation of
Conveyances, SELLER shall comply and require its agents, employees, and Subcontractors to: (i) comply with BUYER's or BUYER’s
Customer’s (if SELLER is delivering at BUYER’s customer’s delivery point) corporate safety and security policies, (ii) comply with all
Laws and Regulations, and (iii) utilize prevailing industry standards.
6.2.1 Policy Compliance Audit Rights
Upon Notice, BUYER shall have the right to audit SELLER's compliance with the safety and security policies of BUYER or BUYER’s
Customer (if SELLER is delivering at BUYER’s customer’s delivery point).

6.3 Delivery Procedures for Fuel Tanker


The Parties shall communicate with each other to coordinate the schedule of deliveries of Product by Fuel Tanker to the Delivery
Point during the hours of access specified for such Delivery Point.

6.4 Fuel Tanker Laytime and Demurrage


6.4.1 Allowed Laytime
BUYER shall be allowed a total laytime per delivery by Fuel Tanker of one (1) hour.
6.4.2 Used Laytime
Laytime shall commence when the Fuel Tanker has arrived at the Delivery Point and given notice that it is ready to discharge.
Laytime shall cease when the Fuel Tanker has disconnected from the Delivery Point pipes or discharge equipment.
6.4.3 Used Laytime Exclusions
Time consumed due to any of the following shall not count as used laytime:
a. Delays due to local restrictions as specified by local authorities.
b. Delays due to the truck's condition, or breakdown, or inability of the truck's facilities to discharge the cargo.
c. Delays due to prohibition of discharging at any time by the owner or operator of the truck or by local authorities.
d. Delays due to Product spill or threat thereof caused by any defect in the truck or equipment or act or failure to act by the
operator of the truck.
e. Delays due to the Fuel Tanker's violation of operating or safety regulations in place at the Delivery Point.
f. Delays due to noncompliance with Laws and Regulations.

7 PRICE AND PAYMENT


7.1 General Considerations
7.1.1 Procedures
Unless specific invoicing instructions are provided elsewhere in this Contract or defined in the applicable Purchase
Order(s), the Parties shall use the following instructions for billing and payment purposes.
7.1.2 Invoice Form
All invoices delivered hereunder by the billing Party shall: (i) be properly prepared and presented, mathematically correct, and
with the payment amount accurately calculated in conformance with price terms documented in the applicable Purchase Order(s),
the settlement or claims documentation, or in other appropriate documents or statements, and (ii) include the billing Party's
complete, current, and correct legal entity name, address, VAT number (if applicable) and bank account information.
7.1.3 Monetary Units
All prices and payments for deliveries of Product purchased hereunder will be in South African Rand (R) and unit prices for Product
shall be expressed in terms of South African Rand per Litre (R/L).
7.1.4 Computational Accuracy
All prices, price adjustments, and computations made with respect to payments shall be to the nearest tenth of a cent (R0.001),
with the payment amount being rounded to the nearest cent (R0.01) higher, if the third digit after the decimal is five (5) or
greater, or lower, if the third digit after the decimal is less than five (5). Any intermediate calculations will be made to no more
than four (4) decimal places of accuracy unless specifically defined elsewhere in this Contract or in an applicable Purchase Order.
7.1.5 All·Inclusive Price
The price payable by BUYER under this Contract and as specified in the applicable Purchase Order(s) shall be inclusive of all
fees, charges, costs, taxes, tariffs, and duties of any nature whatsoever, except for those specifically charged to BUYER as may
be provided for herein or as specifically designated in the applicable Purchase Order(s). All tariffs, duties or any other charges
on the Conveyance or related to transport or delivery of Product shall be borne by SELLER, including, but not limited to, VAT,
customs duties, road levies, freight charges, tolls, and insurance.

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7.1.6 Product Unit Prices


The Transaction Price whether expressed as a single value, a table of values, or a pricing formula shall be determined at the
time the specific set of Commercial Terms and Conditions of the Transaction are agreed upon by the Parties and shall be clearly
and completely documented on the applicable Purchase Order(s).
7.1.7 Credits to BUYER
All price adjustments, credits, or cost reimbursements which are due to BUYER under this Contract and not otherwise appearing as
a line item deduction on an applicable Product invoice shall be paid by SELLER by Electronic Fund Transfer (EFT) to BUYER's
designated account, as shall appear on BUYER's invoice, within fifteen (15) calendar days of receipt by SELLER of BUYER's
invoice and supporting documents.
7.1.8 Late Payments
The Parties shall each make payment to the other when due. If either Party fails to tender payment to the other in accordance
with the terms of this Contract when such payment is due, unless otherwise agreed by the Parties, interest on the unpaid portion
shall accrue from the date due until the date payment is received. The applicable interest rate shall be the maximum applicable
lawful interest rate.
7.1.9 Accounting Audit Rights
The Parties shall comply with Laws and Regulations and prevailing industry standards relating to accounting for payments and
taxes including maintaining suitable forms, books and records. If necessitated by Laws and Regulations, such forms, books and
records relating to performance under this Contract shall be open for inspection by a Party or a third party accounting firm
agreeable to both Parties, upon the requesting Party giving the other Party reasonable Notice.

7.2 Establishing SELLER's Payment Account


Immediately upon execution of this Contract or upon material change of SELLER's legal entity name, status, or payment account
information, SELLER shall provide BUYER with updated documentation or information to confirm the change. This could include, but
is not limited to: a new certificate of incorporation, a change of address, or updated bank account details.

7.3 Payment Obligations of the Parties


7.3.1 SELLER's Invoice Obligations
Upon delivery in accordance with this Contract, SELLER shall prepare and deliver an invoice to BUYER for the Delivery
Quantity of Product and all charges or adjustments applicable to each shipment for which the BUYER is responsible under this
Contract. SELLER shall likewise provide documentation needed by BUYER to support verification of the invoice, including but
not limited to a copy of the Delivery Inspector's report certifying the volume and quality of the Delivery Quantity. SELLER shall
deliver the invoice and supporting documentation in accordance with the provisions outlined in Section 8 (Notices and
Correspondence) to BUYER via the email address specified on the Cover Page of this Contract, as amended from time to time. If
BUYER receives the invoice and supporting documents after 4:00 P.M. South Africa Standard Time, then the immediately
following Business Day shall be deemed to be the date of receipt for purposes of determining payment due date. If an invoice is
received by BUYER prior to full completion of delivery of Product by SELLER, the invoice will be deemed to have been received
only upon full completion of delivery of Product by SELLER. In the event the pricing data needed for calculation of the Transaction
Price is not published or otherwise available within a reasonable time following BUYER's acceptance of a shipment of Product,
SELLER may prepare and deliver a provisional invoice calculated to be no more than ninety-five percent (95%) of the estimated
amount of the final invoice where the Transaction Price shall be calculated from currently available pricing data (as approved by
the BUYER, in advance). A final invoice shall be prepared and delivered when final pricing data required for calculation of the
Transaction Price is available.
7.3.2 BUYER's Payment Obligations
BUYER shall pay SELLER by electronic transfer of funds (EFT) to SELLER's account (as specified on each and every invoice),
within fifteen (15) calendar days after the date of receipt (counting to begin on the day following the date of receipt) of a properly
prepared and mathematically correct invoice and any necessary supporting documentation. If the payment due date falls on
other than a Business Day, payment shall be due on the next subsequent Business Day.
7.3.3 Invoice Dispute
BUYER shall promptly give Notice to SELLER of any contested invoice, identifying the basis for dispute or rejection, so that an
attempt may be made to resolve the difference before the date payment is due. If BUYER and SELLER do not resolve such
dispute before the payment due date, BUYER shall pay the undisputed amount to SELLER, but shall identify the amount of the
invoice which is in dispute. Such payment shall be subject to adjustment upon final resolution of the disputed amount through
negotiation between BUYER and SELLER. Except as specifically limited herein, SELLER retains all rights and remedies
hereunder with respect to amounts due but unpaid.

7.4 Taxes
Unless otherwise specifically provided under this Contract, SELLER shall be solely responsible as to any Transaction for all Taxes
relating to the sale and delivery of Product to BUYER or in any way accrued or levied at or prior to the transfer of title to Product to
BUYER. BUYER shall be solely responsible as to any Transaction for all Taxes relating to Product accrued or levied after the transfer
of title to Product to BUYER. If either Party is exempt from Taxes, it shall provide to the other Party a certificate of exemption or
other reasonably satisfactory evidence of such exemption. Each Party agrees to indemnify, release, defend and hold harmless the
other PARTY from and against any and all TAXES with respect to the Product that are the responsibility of such first Party pursuant
to this Section.

7.5 Quality and Quantity Adjustments


The price of the Product or payment amount shall be subject to Quality Adjustments for variations in or deviations from BUYER's
Quality Specifications. BUYER retains the right to offset any invoiced amount for claims resulting from, but not limited to, quality or
quantity disputes. BUYER will require a Quality Adjustment to the invoiced quantity or payment amount when sample test results as
reported by the Delivery Inspector indicate (i) water and sediment in excess of the allowable amount set forth in APPENDIX B (HEAVY
FUEL OIL QUALITY SPECIFICATIONS) or (ii) Heating Value of the Product below the minimum specified in the Quality
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Specifications. Notwithstanding the foregoing and except as specifically limited herein, SELLER shall retain all rights and remedies
hereunder with respect to amounts due but unpaid.

7.6 Demurrage Claims for Fuel Tanker Deliveries


Charges for demurrage may accumulate for the detention of a Fuel Tanker beyond the allowed laytime as specified in Section 6.4.1
(Allowed Laytime). The following applies to any demurrage claims being passed through to BUYER.
7.6.1 Rates
BUYER shall pay demurrage charges for all time that used laytime exceeds allowed laytime (as determined pursuant to Section
6.4 Fuel Tanker Laytime and Demurrage) and for which BUYER is responsible pursuant to this Contract, if any, at rates to be
agreed upon at the time the Commercial Terms and Conditions are established. The BUYER shall be responsible for
demurrage charges resulting from the following conditions at the Delivery Point:
a. Weather-related delays preventing entry into or unloading at the Delivery Point,
b. Delays by BUYER in permitting entry to the Delivery Point upon arrival at the scheduled time, or
c. Delays at the Delivery Point due to fire, explosion, storm, strike, lockout, stoppage, restraint of labor, or by breakdown of
machinery or equipment in or about BUYER's facilities.
7.6.2 Invoices
SELLER shall submit demurrage claims to BUYER at the time invoicing for Product occurs and such charges will appear as a
separate line item on such invoices. SELLER shall provide supporting documentation for verification of the demurrage claim,
including any additional statements or documents as may be reasonably requested in a timely manner by BUYER to support the
demurrage claim.

8 NOTICES AND CORRESPONDENCE


8.1 Form and Transmittal of Notices
8.1.1 Form
Unless expressly stated otherwise, all Notices, including Purchase Orders, reports of Product quality and quantity, invoices,
demands, consents, or any other communications required or permitted herein, shall be made in written form to the appropriate
individual at the physical or electronic addresses specified on the Cover Page of this Contract and via the transmittal means or
modes identified as acceptable in Section 8.1.2 below.
8.1.2 Transmittal of Notices
Notices to be given pursuant to this Contract shall be deemed to have been properly given for all purposes (i) as of the date
delivered to the receiving party, if delivered personally or by first-class registered or certified mail (with return receipt), courier,
package delivery service, or other delivery means requiring signature upon receipt; or (ii) as of the date received, if transmitted by
a mutually agreeable electronic means (with receipt response documentation) including, but not limited to, email.
8.1.3 Timing of Notices
Regardless of the means or mode of transmittal of the Notice, in the event a Notice is received after 4:00 p.m. South Africa
Standard Time or on a day other than the Business Day, then the next Business Day shall be considered the date of receipt
of such Notice. It is the responsibility of the sending Party, if it so chooses, to verify receipt of all Notices sent to the other
Party, verbally, by electronic return receipt messages, exchange of Internet email with the receiving Party, or by duplicate transmittal
of Notices by an acceptable alternate means.

8.2 Notification and Contact List


Notices shall be addressed to the attention of the appropriate individual at the address specified on the Cover Page of this Contract, as
may be amended or updated from time to time. The Parties shall be entitled to formally amend the contact information on the Cover
Page or to simply exchange updates when changes occur or to specify partial changes to selected items of contact information
by giving written Notice to the other Party of such changes.

9 FORCE MAJEURE
9.1 Force Majeure Event
A "Force Majeure Event" is an occurrence or outcome resulting from causes not reasonably within a Party's control and not caused by
such Party's negligence (or that of its agent, supplier, contractor or subcontractor) or lack of due diligence. Force Majeure Events shall
include, but not be limited to, any of the following: (i) physical events such as acts of God, epidemics, landslides, earthquakes, volcanic
activity or eruptions, fires, explosions, breakdown, damage, or necessity of emergency repairs related to plants, equipment, or facilities
such as fuel storage terminals or pipelines; (ii) weather related events such as lightning, storms or storm warnings, such as hurricanes,
which result in evacuation of the affected area, tornadoes, floods, washouts; (iii) acts of others such as strikes, lockouts or other labor
disputes or industrial disturbances, blockades, riots, sabotage, insurrections, invasions, usurped power, or wars; and (iv) acts of
governmental authority such as closing of critical ports or highways by authorities, restrictive actions taken by civil or military authority
(including, but not limited to, courts or administrative agencies), governmental actions such as necessity for compliance with any court
order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction, or inability to obtain required
permits, licenses, or authorizations.

9.2 Performance
Performance of this Contract by each Party shall be pursued with due diligence. However, except as otherwise provided herein,
neither Party shall be liable to the other for any loss or damage for delay or for nonperformance due to a Force Majeure Event as
defined in Section 9.1 (Force Majeure Event). A lack of funds shall not constitute a Force Majeure Event. In the event of any delay or
nonperformance caused by a Force Majeure Event, the affected Party shall provide verbal Notice of the Force Majeure Event to the
other Party as soon as possible, but no later than twenty-four (24) hours following the event or occurrence and shall, within forty-

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eight (48) hours, provide the other Party with Notice of the nature, cause, location, date and time of commencement and the
anticipated extent of such delay or nonperformance. The affected Party shall exercise due diligence to resume performance under
this Contract and shall keep the other Party periodically informed of its efforts and progress to restore performance.
Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts, or other labor disputes or
industrial disturbances shall be entirely within the discretion of the Party experiencing such disputes or disturbances.

9.3 Impairment
9.3.1 BUYER's Impairment
If changes occur in national or local regulations that restrict or prohibit BUYER's use of the Product, BUYER shall have the right
to terminate this Contract or reduce the quantity of Product taken under this Contract upon Notice. The amount of such quantity
reduction, which BUYER may elect, shall be up to the amount of Product to which any such restriction, prohibition, or reduction in
use applies.
9.3.2 SELLER's Impairment
If SELLER's performance is not resumed within ten (10) calendar days following the Force Majeure Event and BUYER believes its
Product requirements are not going to be met on a timely basis, BUYER may take such steps as it deems necessary to obtain
its requirement of Product, including contracting with other suppliers of Product during the period of SELLER's
nonperformance and BUYER shall have no obligation to make up such deficiencies from SELLER at a later time.

9.4 Termination
If a Party's delay or nonperformance continues for more than thirty (30) calendar days following the Force Majeure Event, the other
Party may terminate that portion of the Product delivery obligation under this Contract affected by such Force Majeure Event upon ten
(10) calendar days' written Notice without any penalty or Liability because of such termination. Except with respect to the delivery
obligation so terminated, this Contract shall remain in full force and effect.

10 WARRANTIES, TITLE, RISK OF LOSS, AND LIABILITIES


10.1 Warranties
SELLER represents, warrants and guarantees that it will sell, transport, and deliver Product that meets the applicable Quality
Specifications in place at the time of delivery and in accordance with this Contract, Laws and Regulations, and prevailing industry
standards. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS SECTION 10.1, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT DELIVERED UNDER A
TRANSACTION INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO FITNESS FOR A PARTICULAR PURPOSE.

10.2 Title and Risk of Loss


SELLER represents, warrants and guarantees that it will convey good and merchantable title to the Product supplied to BUYER
hereunder, free of all liens, taxes, claims, security interests, encumbrances or any other interests of third parties whatsoever. SELLER
shall deliver Product at the Delivery Point where title and risk of loss for the Product shall pass from SELLER to BUYER as the Product
passes from SELLER's Conveyance to BUYER's Product storage facilities. For Fuel Tanker deliveries, title passes as the Product
passes the flange connecting SELLER's Fuel Tanker and BUYER's permanent unloading facility or equipment.

10.3 Liabilities
10.3.1 Responsibilities
Unless specifically agreed to otherwise, as between the Parties, (i) SELLER shall have responsibility for any and all Liabilities with
respect to the Product prior to transfer of title to BUYER at the specified Delivery Point(s) and (ii) BUYER shall have responsibility
for any and all Liabilities with respect to the Product after transfer of title at the time of delivery to BUYER at the Delivery Point(s).
10.3.2 Limitation of Liability
In no event shall either Party be liable to the other, its employees or subcontractors, for any indirect, consequential, punitive or
incidental damages arising under this Contract or from termination (with or without cause) of this Contract.

11 COMPLIANCE WITH LAWS AND REGULATIONS


11.1 Governing Law and Venue
This Contract shall be governed by and construed in accordance with the laws of the Republic of South Africa, and the parties irrevocably
submit to the jurisdiction of the South African courts. Furthermore, each party expressly agrees to first attempt good-faith negotiation
and, if unsuccessful, mediation before pursuing litigation.

11.2 Compliance by the Parties


In carrying out their respective obligations under this Contract, the Parties shall comply in all material aspects with all Laws and
Regulations applicable to the production, sale, purchase, transportation, delivery, receipt, storage, or use of Product.

11.3 Importation/Import Licenses


SELLER shall obtain the necessary import license(s) for the importation of Product into the South Africa if applicable to any specific sale
or delivery of Product to BUYER. In the event of importation of Product, SELLER shall be designated as the importer of record. SELLER
represents and warrants, that the Products delivered to BUYER shall not, directly or indirectly, be supplied by, produced by, originate
or be shipped from any country which at the time of delivery is subject to trade sanctions or restrictions under Laws and Regulations.
SELLER shall, if requested by BUYER provide BUYER with a certificate of origin for the Products, attested by an official seal and
signature of the customs authorities or the chamber of commerce at the Loading Facility within a reasonable time subsequent to the

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bill of lading date. It is a condition of this Contract that the SELLER complies with its obligations under this clause. SELLER's
breach of this provision shall entitle BUYER to reject the Products and SELLER shall compensate BUYER for all resulting damages.

11.4 Product Transport and Conveyances


SELLER shall comply or require its Subcontractors, including owners and operators of any Conveyances used to transport or deliver
Product, to comply with the requirements of this Contract and all applicable Laws and Regulations.

11.5 Spill Mitigation by SELLER


11.5.1 Spill Planning and Prevention
SELLER shall institute or cause the Conveyance owners or operators to institute a precautionary spill management plan
conforming to applicable Laws and Regulations and prevailing industry standards in order to prevent any spill or mitigate the
consequences and damages should such spill occur. SELLER shall provide BUYER with a copy of such plan for review promptly
upon request. These provisions shall not affect any Liability of SELLER to BUYER or third parties, including but not limited to,
governmental authorities.
11.5.2 Conveyance Spill Response
In the event Product escapes, is discharged or otherwise spilled during transport or unloading of a Conveyance delivering Product
to BUYER under this Contract, regardless of who is at fault for such spill or how it occurs, the responsible party shall promptly
take whatever measures are necessary to prevent or mitigate any environmental pollution or physical damage resulting from the
spill. The responsible party shall immediately report any such spillage to the other party(ies) and all required agencies. If the
responsible party does not promptly undertake proper measures to prevent or mitigate environmental pollution or physical
damage, then BUYER may elect, at its sole option and upon written Notice to the responsible party, to undertake such measures
as are reasonably necessary under the circumstances to prevent or mitigate the environmental pollution or physical damage. In
such case, BUYER shall keep the responsible party advised of the nature and results of any such measures taken and, if time
permits, the nature of the measures intended to be taken. Any such measures actually taken shall be at the sole expense of
the party or parties responsible for such spill or discharge. BUYER shall have the right to deduct any such costs incurred to
prevent or mitigate environmental pollution or physical damage for which SELLER is the responsible party from monies due to
SELLER under this Contract. The responsible party at any time may have the right to resume such measures at its own expense
upon notification to BUYER.

12 INDEMNIFICATION
12.1 SELLER's Indemnification
SELLER agrees to protect, defend, indemnify, and hold EMO Lubricants (Pty) Ltd harmless from and against any Liabilities whatsoever,
resulting from or in connection with the sale, transport, or delivery of Product by SELLER, its employees or subcontractors, occasioned
wholly or in part by the negligence of the SELLER or its noncompliance with the terms and conditions of this Contract and any
applicable Laws and Regulations, before title and risk of loss have passed from SELLER to BUYER.
12.1.1 Hazardous Product
SELLER represents and warrants that the Product or Product components have been or will be inspected by SELLER to determine
the existence of any substance of a hazardous nature contained therein.

12.2 BUYER's Indemnification


BUYER agrees to protect, defend, indemnify, and hold SELLER harmless from and against any Liabilities whatsoever, resulting
from or in connection with the purchase or use of Product by BUYER, its employees or subcontractors, occasioned wholly or in part by
the negligence of BUYER or its noncompliance with the terms and conditions of this Contract and any applicable Laws and
Regulations, after title and risk of loss have passed from SELLER to BUYER.

12.3 Indemnity Limits


The limits of the above indemnity obligations shall not apply to or limit either Party's responsibility for attorneys' fees and costs under
this Contract, as allowed by law.

13 INSURANCE
13.1 SELLER's Obligations
Prior to commencing performance of work or any Product sale, transport, or delivery obligations under this Contract and continuing
throughout the term of any and all Transactions between the Parties under this Contract, SELLER shall procure and maintain, at its
own expense (for any owned Conveyances), or shall require all Conveyance owners (for non-owned Conveyances) to carry the
minimum insurance coverage. Such insurance shall be placed with insurance companies deemed acceptable for coverage of
Conveyance owners and operators engaged in the transport of Product in those Conveyances applicable to Transaction(s)
contemplated by the Parties.

13.2 Insurance Documentation


SELLER shall provide BUYER's Risk Management Department with evidence, by providing the completed certificate(s) of
insurance, that the minimum insurance coverage specified herein is in force. In the event SELLER does not provide the required
insurance or evidence of such insurance, BUYER may immediately terminate this Contract. Any inspection of such evidence shall not
obligate BUYER to advise SELLER of any deficiencies in such coverage, and such inspection shall not relieve SELLER from, or be
deemed a waiver of BUYER's right to insist on strict fulfillment of SELLER's obligations herein.

14 FINANCIAL RESPONSIBILITY
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14.1 Events of Default


An "Event of Default" shall mean, with respect to a Party (a "Defaulting Party"), a failure to perform under this Contract or a failure to
maintain creditworthiness or adequate financial viability and shall include (but not be limited to) any of the following occurrences:

(i) the failure of the Defaulting Party to pay any amount due hereunder or to comply with its respective obligations under any
Transaction and such failure continues uncured for three (3) Business Days after written Notice thereof; (ii) the Defaulting Party files a
petition or otherwise commences or authorises the commencement of a proceeding under any bankruptcy, insolvency, reorganisation
or similar law or has any such petition filed or proceeding commenced against it; (iii) the Defaulting Party becomes insolvent (however
evidenced) or is unable to pay its debts as they become due; or (iv) the Defaulting Party has a liquidator, administrator, receiver,
trustee or officer with similar powers appointed with respect to it or any substantial portion of its property or assets; or (v) any
representation or warranty made by the Defaulting Party under any Transaction or this Contract shall prove to be untrue in any material
respect.

14.2 Termination Upon Default


Upon the occurrence and during the continuation of an Event of Default, the other Party (the "Non-Defaulting Party") may, in its sole
discretion, (i) notify the Defaulting Party of a future date (which shall be no earlier than the date such Notice is delivered) upon which
this Contract and all Transactions shall terminate ("Early Termination Date"), and/or (ii) withhold any payments due to the Defaulting
Party until such Event of Default is cured.

14.3 Setoff
14.3.1 Amounts Owed
If an Event of Default occurs and/or an Early Termination Date is designated and occurs, the Non-Defaulting Party may (at its
election) set off any or all amounts which the Defaulting Party owed as of the Early Termination Date to the Non-Defaulting
Party or its affiliates against any or all amounts which the Non-Defaulting Party or any of its Affiliates owed as of the Early
Termination Date to the Defaulting Party (whether under this Contract or other agreement, instrument or undertaking).
14.3.2 Closeout
The obligations of the Defaulting Party and the Non-Defaulting Party under this Contract in respect of such amounts shall be
deemed satisfied and discharged to the extent of any such setoff exercised by the Non-Defaulting Party and/or its Affiliates. The
Non-Defaulting Party will endeavor to give the Defaulting Party a Notice of any setoff effected under this Section as soon as
practicable after the setoff is effected provided that failure to give such Notice shall not affect the validity of the setoff.
14.3.3 Unascertained Obligations
If an obligation is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and setoff in respect of the
estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section shall be
effective to create a charge or other security interest except as may be provided under applicable law. This setoff provision shall
be without prejudice and in addition to any right of setoff, netting, off-set, recoupment, combination of accounts,
counterclaim, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or
otherwise). Each of the Parties represent and acknowledge that the rights set forth in this Section are an integral part of the
agreement between the Parties and that without such rights the parties would not be willing to enter into Transactions. The Parties
further acknowledge that each is executing this Contract on behalf of itself as principal. With respect to this Section, BUYER is
acting as agent on behalf of its Affiliates, which Affiliates shall receive the benefits of this Section and otherwise be bound as if
such Affiliates had directly signed this Contract as it relates to this Section.
14.3.4 Residual Obligations
Notwithstanding any provision to the contrary contained in this Contract, the Non-Defaulting Party shall not be required to pay to
the Defaulting Party any amount hereunder until the Non-Defaulting Party receives confirmation satisfactory to it in its
reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the
Defaulting Party to make any payments to the Non-Defaulting Party or any of its Affiliates under this Contract or under any other
agreement(s), instrument(s) or undertaking(s), which are owed as of the Early Termination Date have been fully and finally
satisfied.

15 MISCELLANEOUS
15.1 Construction
Appendix and Section headings appearing in this Contract are inserted for purposes of convenience and reference only and shall in no
way be construed to be interpretations of the text.

15.2 Complete Agreement


This Contract constitutes the entire final, complete and exclusive statement of the terms of agreement between the Parties. The
Parties agree that parol or extrinsic evidence may not be used to alter or contradict the express terms of this Contract and that recourse
may not be had to alleged prior dealings, usage of trade, course of dealing, or course of performance to explain or supplement the
express terms of this Contract. This Contract shall not be amended or modified, and no waiver of any provision hereof shall be
effective, unless set forth in writing and executed by the Parties.

15.3 Assignment
Neither Party shall assign this Contract or the duties to be performed hereunder without the prior written consent of the other, which
consent shall not be unreasonably withheld or delayed. Notwithstanding such agreement by of the consenting Party, no assignment of
this Contract shall release the assigning Party from any obligations hereunder until such obligations have been fully assumed by the
assignee and the consenting Party has released the assigning Party from its obligations under this Contract in writing. Such release
shall not be unreasonably withheld or delayed by the consenting Party.
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15.4 Confidentiality
The Parties agree to hold this Contract, including any Purchase Orders or any related confidential material, in trust and confidence
and shall not disclose the same to others except contractors, agents, representatives, consultants, employees and affiliated companies

of the disclosing Party, except as otherwise provided in this Contract. Notwithstanding the above, the Parties may disclose this
Contract and any Purchase Orders or any related confidential material to governmental authorities having appropriate jurisdiction
when required to do so.

15.5 Contractor Status


SELLER agrees to furnish Product under this Contract as an independent contractor and not a subcontractor, agent or employee of
EMO Lubricants (Pty) Ltd. EMO Lubricants (Pty) Ltd will not retain any control or direction over SELLER, its employees, or
Subcontractors, or over the means, manner, or methods of performance of SELLER's obligations under this Contract.

15.6 Nonwaiver
Except as may be specifically provided for in this Contract, failure of either Party to insist upon strict performance of any provisions
hereof, or failure or delay in exercising any rights or remedies provided herein or by law, or the acceptance of or payment for the
Product or any combination thereof, shall not release the other Party from any obligations under this Contract and shall not be deemed
a waiver of the right to insist upon strict enforcement hereof, or of any rights or remedies made available under this Contract or
by law, nor shall any purported oral modification or rescission of this Contract by an employee or agent of the Parties operate as a
waiver of any of the provisions hereof.

15.7 Severability of Provisions


If any provision of this Contract is determined by a court having jurisdiction to be illegal, unenforceable or in conflict with any applicable
law, such determination shall have no effect on the validity and enforceability of the remaining provisions of the Contract. The Parties
expressly agree that no provision of this Contract should be construed against or interpreted to the disadvantage of any Party by any
governmental authority due to such Party having structured or dictated such provision.

15.8 Survival
The obligations, warranties, and agreements of the Parties under this Contract shall inure to the benefit of the Parties and their
successors and permitted assigns and shall exist for the full term of the Contract. The provisions of this Contract that provide for
indemnification and limitation of or protection against Liabilities shall apply to the fullest extent of the law and shall survive the
termination of this Contract.

15.9 Waiver of Claims


All invoices, billings, and the payments made or due hereunder shall be conclusively presumed final and accurate and all associated
claims for under- or overpayments shall be deemed waived unless such invoices, billings, and payments are objected to in writing,
with adequate explanation and/or documentation, within two years after the Delivery Month.

16 GLOSSARY
16.1 Affiliate: With respect to either Party to this Contract, any other entity that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with, such Party. For this purpose, "control" means
the direct or indirect ownership of 50% or more of the outstanding capital stock or other equity interests having ordinary
voting power.

16.2 Business Day: Any day of the week between the hours of 8:00 a.m. and 4:00 p.m., S.A Standard Time, except
Saturday, Sunday, or any Public holiday.
16.3 BUYER: EMO Lubricants (Pty) Ltd.
16.4 BUYER's Trader: The individual, and his or her designated alternate(s), identified on the Cover Page of this Contract
or pursuant to Section 8.2 (Notification and Contact List) and having responsibility and full authority for administration of
this Contract on behalf of BUYER.
16.5 Commercial Terms and Conditions: Additional terms and conditions that further define the economic and operational
details of a specific Transaction that the Parties agree to and document in written Notices or other communications
exchanged prior to or during the Transaction Period (including, but not limited to, the Transaction Price). Commercial
Terms and Conditions apply only to a specific Transaction and are not intended as an amendment to the Contract.
16.6 Contract: The Heavy Fuel Oil (HFO) Purchase Contract between the Parties for the purchase, sale, transport,
delivery, and receipt of Product comprised of (i) the Cover Page, (ii) all appendices specifically identified on the Cover
Page, (iii) any Commercial Terms and Conditions exchanged in writing between the Parties, (iv) the Purchase Orders
in effect from time to time, and (v) the Parties' recorded telephone conversations all of which are incorporated into the
Contract by reference. In the event of a conflict between the GENERAL TERMS AND CONDITIONS and appendices, the
provisions in the GENERAL TERMS AND CONDITIONS shall control. In the event of conflict between this Contract
(inclusive of the appendices), and the Purchase Order(s) the applicable Purchase Order shall control.
16.7 Conveyance: Any agreed upon transportation mode or method used by SELLER or SELLER's Subcontractors (whether
owned by SELLER or others) to transport and deliver Product to BUYER including, but not limited to, Fuel Tanker.
16.8 Costs: Any brokerage fees, commissions and other similar third-party transactional costs and expenses reasonably
incurred by the Non-Defaulting Party either as a result of terminating any contracts and/or entering into new arrangements
to replace the early-terminated Transaction(s), and Legal Costs incurred by such Party.

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16.9 Delivery Inspector: An person or entity, designated by BUYER and acceptable to SELLER, who will perform sampling,
quality analysis, and quantity measurement of Product at the Delivery Point as further described in this Contract.
16.10 Delivery Point(s): The any third party designated by BUYER, to which SELLER shall make deliveries of Product in
accordance with this Contract and which are further described in APPENDIX B (DELIVERY POINTS), as may be amended
from time to time.
16.11 Delivery Month: Each calendar month during the term of this Contract, in which Product is to be delivered to BUYER
by SELLER, beginning with the first month in which delivery of Product is scheduled.
16.12 Delivery Window: A period of time, mutually agreed upon by the Parties, during which SELLER shall deliver Product to
BUYER pursuant to Section 6 (Delivery). The Delivery Window may be expressed as specific start and end dates in the
Purchase Order.
16.13 Delivery Quantity: The quantity of Product (expressed in litres, as appropriate) delivered to BUYER at a Delivery
Point during a Delivery Window, as measured and certified in a report issued by the Delivery Inspector and which may be
more or less than the Order Quantity.
16.14 Delivery Schedule: Communications between the Parties requesting or confirming that a requested Order Quantity
of Product is to be delivered to specified Delivery Point(s) and providing all information necessary to recognise and confirm
the receipt and delivery of Product on any given day during the Delivery Window.
16.15 EMO Lubricants (Pty) Ltd: EMO Lubricants (Pty) Ltd and it’s respective officers, directors, agents and employees.
16.16 Laws and Regulations: All applicable laws, orders, statutes, regulations, codes, ordinances, licenses, treaties,
decisions, directives, interpretations, or license requirements enforced or issued by any international, national, or local
governmental authority having jurisdiction or control over SELLER or BUYER, the Contract, or the Transactions hereunder
including, but not limited to, applicable environmental regulations governing the maximum sulfur content of the
Product, applicable insurance and financial security requirements of owners
16.17 Legal Costs: The reasonable expenses incurred by a Party, including legal fees, by reason of the enforcement
and protection of its rights under this Contract or any Transaction.
16.18 Liabilities: Losses, claims, charges, damages, deficiencies, assessments, interest, or penalties, costs and expenses
(including, without limitation, attorneys' fees, court costs and other disbursements), incurred in connection with any suit,
proceeding, judgment, settlement or judicial or administrative order.
16.19 Loading Inspector: A person or e nt i t y designated by SELLER and acceptable to BUYER, who will perform sampling,
quality analysis, and quantity measurement of Product at the Loading Facility, in accordance with Laws and Regulations,
prevailing industry standards, and as further described in this Contract.
16.20 Loading Facility: The port, terminal, or fuel storage facility, whether foreign or domestic, from which SELLER's
Conveyance may be loaded with Product for delivery in accordance with this Contract.

16.21 Notice: Any formal written correspondence, including a Purchase Order, providing notification of agreement, action,
purpose, intent, or providing other critical information pursuant to this Contract. General correspondence between the
Parties is not categorised as a Notice.

16.22 Order Quantity: The quantity of Product(s) for delivery by SELLER to a Delivery Point during a Delivery Window, as
recorded in the Purchase Order.
16.23 Quality Adjustments: Payments, reductions in Transaction Price or Delivery Quantity, or other credits provided to
BUYER by SELLER as compensation for variations in or deviations from the Quality Specifications for the Product.
16.24 Quality Specifications: Specifications for purity, homogeneity, and other physical or chemical properties set forth in
APPENDIX B (HEAVY FUEL OIL QUALITY SPECIFICATIONS) as may be amended from time to time, and including
restrictions on extraneous materials which, in BUYER's sole judgment, may be harmful to BUYER's equipment, or which
may jeopardise operation of BUYER's generating facilities (as the case may be).
16.25 Replacement Price: The price, determined by BUYER in a commercially reasonably manner, at which BUYER
purchases (if at all) substitute Products or, absent such a purchase, the market price for such quantity of Product(s)
delivered at the Delivery Point, as the case may be. All such determinations shall be made in a commercially reasonable
manner, and the BUYER shall not be required to enter into any actual replacement Transaction in order to determine the
Replacement Price or liquidated damages as appropriate.
16.26 Sales Price: The price, determined by SELLER in a commercially reasonable manner, at which SELLER resells (if at
all) substitute Product(s) or, absent such a sale, the market price for such quantity of Product(s) delivered at the
Delivery Location, as the case may be. All such determinations shall be made in a commercially reasonable manner, and
SELLER shall not be required to enter into any actual replacement transaction(s) to determine the Sales Price or liquidated
damages as appropriate.
16.27 SELLER: The legal entity identified on the Contract Cover Page that has entered into this Contract to sell, transport,
and deliver Product to BUYER.
16.28 Subcontractor: A person or entity contracting directly with SELLER or another Subcontractor to perform any part of
the obligations of SELLER to transport, deliver, or furnish Product in accordance with this Contract.
16.29 Taxes: Any and all taxes, fees, assessments, excises, charges, levies, import duties, tariffs, and licenses (including
penalties and interest) whether now in existence under Laws and Regulations or imposed in the future by any

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international, national or local governmental authority on the production, sale, purchase, importation, transportation,
delivery, receipt, storage, or use of Product.
16.30 Fuel Tanker: Any vehicle used by SELLER or SELLER's Subcontractors (whether owned by SELLER or third parties)
to transport over land and deliver Product to BUYER in full compliance with Laws and Regulations.
16.31 Transaction: An agreement permitted under this Contract and established by the Parties prior to or at the time ordering
of Product takes place for delivery of Product in one or more shipments. The Commercial Terms and Conditions of
the Transaction must be approved by the BUYER's Trader and documented in a Purchase Order.
16.32 Purchase Order: A written document, issued by BUYER and thereafter confirmed by the SELLER in accordance
with Section 2.3 (Purchase Orders) that sets forth a specific set of Commercial Terms and Conditions of a Transaction
agreed to by the Parties for purchase and delivery of Product, including, but not limited to a description of the Product,
Transaction Price, Transaction Period, Order Quantity, Delivery Point(s), and Delivery Window.
16.33 Transaction Period: The span of time (which may encompass one or more Delivery Windows) during which the
specific set of Commercial Terms and Conditions for the Transaction apply, as documented in one or more Purchase
Orders.
16.34 Transaction Price: The unit price (in R/L) for each LITRE of Product purchased and delivered hereunder,
determined by the Parties during negotiation of the Commercial Terms and Conditions and documented in the applicable
Purchase Order.

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APPENDIX A: DELIVERY POINTS

BY FUEL TANKER
FACILITY NAME PLANT LOCATION & CONTACT INFORMATION TERMINAL LOCATION & CONTACT INFORMATION

INFORMATION TO BE PROVIDED TO APPROVED SUPPLIERS AS NEEDED

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EMO Lubricants (Pty) Ltd HEAVY FUEL OIL PURCHASE CONTRACT

APPENDIX B: HEAVY FUEL OIL QUALITY


SPECIFICATIONS

PLEASE REFER TO SEPARATELY POSTED APPENDIX B: FOLLOWING THIS


CONTRACT FOR THE CURRENT HEAVY FUEL OIL QUALITY SPECIFICATIONS

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