1.GENERAL

1.1. These General Terms and Conditions for the Sale of Marine Fuels (hereinafter referred to as the “GTC”) of “LOTUS BUNKERING, S.L.U.” (hereinafter referred to as the “Seller“), together with the Order Confirmation (collectively defined as the “Sale Contract“), constitute the entire agreement between the Seller and the Buyer (hereinafter collectively referred to as the “Parties” or individually as the “Party“).

1.2. Unless otherwise agreed in writing by the Parties, the Buyer accepts the applicability of these GTC with respect to the Order Confirmation (the “OC“), the invoice or the purchase order, or any form of quotation or confirmation issued by the Seller or the Buyer, even if such applicability is not expressly mentioned in such documents. The Seller hereby notifies that it rejects any condition contained in any document or format issued by the Buyer to the Seller that modifies in any way the conditions of the Sale Contract.

1.3. Any modification, addition, waivers, and cancellation of these GTC shall be expressly and in writing accepted by the Seller. The Seller reserves the right to modify these GTC at any time. The Buyer shall be deemed notified of the revised GTC upon receipt or inclusion in any of the documents referred to in Condition 1.2. The revised GTC shall take effect on the date of notification and shall apply to all existing and/or future transactions concluded between the Seller and the Buyer.

1.4. In the event that the Buyer wishes to make any payment under this Agreement from another company affiliated with it, at the request and at the sole satisfaction of the Seller, the Buyer shall provide all documentation supporting the relationship between the Buyer and that paying company, which, if applicable, would sign the appropriate novation document under the conditions accepted by the Seller.

2. DEFINITIONS

“Barge” shall mean a barge or tanker vessel, whether owned by the Seller or a third party, which delivers Marine Fuel to the Buyer’s Vessel.

“Bunkers Delivery Receipt” (“BDR“) shall mean the document containing information about the Marine Fuel deliveries.

“Buyer” shall mean (a) the party identified in the OC as the Buyer, (b) employees, agents, designated representatives, intermediaries, or any other company under Condition 1.4., together with the registered owner of the Buyer’s Vessel, its beneficial owner, its charterer (on bareboat or under other chartering terms), its operator, its manager, or any other person on whose behalf the Buyer’s Vessel receives the Marine Fuel. All persons falling within this definition of Buyer shall be jointly and severally liable to each other and to the Seller for the Buyer’s compliance with each and every obligation assumed by same under the Sale Contract.

“Accredited Buyer’s Representative” shall mean a petroleum expert approved by the Seller.

“Buyer’s Vessel or Receiving Vessel” shall mean the vessel, ship, barge, land tank, platform, or any unit or facility receiving or intending to receive the Marine Fuel from the Seller, either as an end user or as a transfer unit to a third party.

“Cancellation Date” shall mean 16.00 hours local time on the last day of the Delivery Date Range.

“KYC” means the Seller’s customer onboarding process, which will be updated from time to time at the Seller’s sole discretion.

“Day” shall mean a natural day.

“Delivery” shall mean each separate delivery of the Marine Fuel to the Buyer’s Vessel at the Delivery Place.

“Delivery Date Range” shall mean the delivery range of the OC for the delivery of the Marine Fuel.

“Marine Fuel” shall mean all types of marine fuels, marine gas oils, lubricants, and any other product related thereto.

“Order Confirmation (“OC”) shall mean a written confirmation from the Seller setting out the specific terms of each sale of Marine Fuel.

“Delivery Place” shall mean the place of delivery of the Marine Fuel to the Buyer’s Vessel according to the specifications of the OC or its subsequent variations, provided that such variations are confirmed in writing by the Seller.

“Seller’s Supplier” shall mean the person supplying the Marine Fuel to the Seller.

“Supplier” shall mean any person who, following instructions from or on behalf of the Seller, supplies or delivers the Marine Fuel together with the employees, agents, successors, subcontractors, and designated representatives of the Supplier.

“Unit” shall mean a metric ton or any other unit of measurement specified in the OC.

“Unit Price” is the price of one unit of Marine Fuel. Such price, unless otherwise stated in writing by the Seller, does not include applicable duties, taxes, and other similar costs, including, among others, those imposed by governments, authorities, barge charges, and other delivery expenses.

3. ORDERS FOR MARINE FUEL AND CONFIRMATION

3.1. Every sale of Marine Fuels requires a written order to be sent by the Buyer to the Seller. The Buyer’s order shall include the following:

– Name, flag, delivery location, and IMO code of the Receiving Vessel.

– Details of the location where the Marine Fuels are required to be delivered.

– Details of local agents if a local agent is to be used.

– ETA of the Receiving Vessel at the Delivery Place.

– Full designation of the Buyer on the Receiving Vessel.

– Registered address of the Buyer and principal place of business.

– Relationship of the Buyer with the Receiving Vessel (registered owner, beneficial owner, manager, charterer, agent, etc.).

– Qualities and grade of the Marine Fuel to be supplied.

3.2. The Seller will issue an offer, stating the place and date of supply, the Unit Price (or the formula for determining it), as well as, where applicable, the maximum quantity of Marine Fuel that could be supplied, and the conditions under which it could be supplied at the required port or location. This offer, unless otherwise stated, shall expire at 17:00 Canary Islands-Spain time on the same day it is sent by the Seller.

3.3. The Sale Contract shall be deemed concluded and shall be final and binding if the Seller sends the OC to the Buyer. The Buyer shall be deemed to have accepted the OC at 17:00 Canary Islands-Spain time on the same day by virtue of any act that, at the sole discretion of the Seller, constitutes preparation for the execution of said contract.

3.4. The Sale Contract is valid and binding even if the Buyer does not sign and return to the Seller a copy of the OC. The conditions contained in the Sale Contract shall be deemed to punctually establish all the conditions of the agreement between the Parties, unless the Buyer communicates otherwise to the Seller within 48 hours following the dispatch of the OC to the Buyer or the Delivery Date (whichever occurs first).

4. ESTIMATED TIME OF ARRIVAL

The Buyer shall communicate in writing to the Seller or its local representative written notice of the estimated date and time of arrival of the Receiving Vessel at the Delivery Place and the time at which it wishes the delivery(ies) to be made (“ETAS”). Such ETAS shall be dispatched 72, 48, 24, 12, and 6 hours before the ETA of the Receiving Vessel. In the event that the Buyer becomes aware of any fact and circumstances that cause an inaccurate ETA by more than 10%, it shall immediately notify the Seller or its local representative of the corrected ETA.

5. DELIVERY

5.1. In the case of delivery by Barge(s), the Buyer, at its expense, shall provide a clear and safe berth, always afloat, safe mooring and position, and anchorage for the barge(s) alongside the Receiving Vessel to take the ropes, and shall ensure that all necessary assistance required by the Seller or the Supplier is provided. If the Seller, at its sole discretion, considers that a mooring or anchorage location, or position, always afloat, and clear and safe is not available or that the delivery is or may be delayed, it shall have the right to cancel the Delivery. Whether or not the Seller exercises that right, it shall always have the right to claim for its losses resulting from the Buyer’s breach of this Condition, in which regard the Buyer shall indemnify the Seller for any loss, damage, costs, expenses, and delay resulting from damage to the Receiving Vessel, and for any additional burning time and fuel consumed during the delay and during such additional burning, and fines and penalties regardless of whether the circumstances were or were not under the control of the Buyer or its local representative.

5.2. The Buyer’s Vessel, at its expense, shall berth, unberth, hoist the barge(s) hoses and lift them, day and night, Sundays and holidays included, at any time required by the Seller, the Seller’s Representative, or the Supplier.

5.3. The Buyer shall be responsible for the safe receipt of the total quantity of Marine Fuel contracted, without any risk to the Seller or the Supplier or their agents, employees, or property. The Buyer’s liability under this Condition includes, but is not limited to, providing sufficient tankage and equipment, ensuring the availability of all pipelines, manifolds, and receiving tanks, the corresponding valves, and that the connection of the delivery hoses to the Buyer’s Vessel has been made securely and safely in order to exclude any risk of spillage during the supply operation.

5.4. The Seller shall conclude the Deliveries subject to its availability of the range(s) of the Marine Fuel ordered by the Buyer.

5.5. The Seller shall be entitled to make Deliveries of the Marine Fuel in separate parts, in which case each part of Delivery shall be deemed a separate Delivery. Each separate Delivery shall be made in a separate batch at the Seller’s pier or land terminal, by Barge or by a combination of the previously mentioned supply methods, at the Seller’s discretion.

5.6. The Seller shall not be required to deliver the Marine Fuel into the tanks of the Buyer’s Vessels that, in the Seller’s opinion, are not regular and usually used for Marine Fuels.

5.7. It is a condition of the Sale Contract that the Buyer’s Vessel,

– is not registered under the flag of Venezuela or Iran, or under any other flag subject to any sanction under Condition 21.1. of these GTC;

– is not owned (registered owner, beneficiary, or otherwise), chartered (on bareboat or otherwise), or operated by an Iranian or Venezuelan individual or legal entity subject to any sanction under Condition 21.1. of these GTC;

– is free from any condition or defect that could give rise to any danger or cause delay in the Delivery of the Marine Fuel; and

– has on board all mandatory certificates and complies with all applicable laws and regulations, including those proving financial capability regarding oil spills.

5.8. The Seller is entitled to supply by Barge, by pipeline, by road, or alongside the terminal. The Buyer shall provide a free site for Barge deliveries and a safe passage between the public roadway and the unloading site for wheeled vehicles. The Seller is not obliged to deliver at locations or on roads that, in its discretion, are or may be unsafe for its Barges or vehicles.

5.9. The Buyer shall comply with all types of local port regulations and any other applicable legal regulations concerning deliveries.

5.10. The Buyer shall have all types of licenses or authorizations required by any governmental authority or entity, or any public or private port authority, for any delivery of Marine Fuel. If the Seller becomes aware that the Buyer does not have such a license or authorization, no Delivery shall be made until the Buyer has obtained it, and the Seller is entitled to recover from the Buyer all costs and damages related thereto. In no event shall the Seller be obligated to fulfill any obligation whose fulfillment obligation has expired during such suspension.

5.11. The Date of Delivery shall be considered as the day of termination of the Delivery reflected in the BDR. The Seller may suspend operations at any Delivery Port for any reason and without incurring any liability or obligation to the Buyer.

6. LATE DELIVERY/LATE ARRIVAL

6.1. Without prejudice to anything stated herein, the Seller shall effect the supply of Marine Fuel as soon as circumstances permit, taking into account congestion affecting the Seller’s delivery facilities, its Suppliers’ or agents’ commitments, Barge priorities, or any other circumstances whatsoever. Delivery within the Delivery Date Range is not guaranteed, and time shall not be of the essence to it. Neither the Seller nor the Supplier shall be liable for any consequences, time losses, damages, expenses, consequential losses, or any other loss of any kind incurred by the Buyer resulting from or connected with any delay in supply, regardless of the cause thereof.

6.2. If the owners/operators of a pier and/or Barge impose a charge on the Seller due to prolonged occupation of the pier and/or delays in unmooring the Barge, for reasons beyond the control of the Seller, its employees, or agents, the Buyer shall be responsible for such charge.

6.3. Time will be essential concerning the arrival of the Buyer’s Vessel at the Delivery Place.

6.4. If the Buyer’s Vessel is not at the Delivery Place and ready in all respects to receive the delivery of the Marine Fuel on the Cancellation Date, the Seller shall be entitled to immediately cancel the Delivery without prior notice.

6.5. Whether or not the Seller exercises the option to rescind, it shall be entirely without prejudice to its right to claim damages arising from the fact that the Buyer’s Vessel is not ready to take delivery on the Cancellation Date. In the event the Seller elects not to rescind, it shall be entitled to claim damages arising from late arrival, and compensation for the same shall be calculated, without the need for proof, at US$ 20,000.00 (twenty thousand United States dollars), unless the Seller is able to demonstrate greater damages, in which case the Seller shall be entitled to compensation for such higher loss, in addition to recovering from the Buyer any increase in the Basic Cost of Marine Fuel resulting from the Buyer’s late arrival.

7.TITLE AND RISK

7.1. Risks in and to the Marine Fuel shall pass from the Seller to the Buyer in accordance with the Incoterms® 2010 rules applicable to the terms of delivery of the Marine Fuel set forth in the OC.

7.2. Title and/or ownership rights in the delivered Marine Fuel shall remain the Seller’s property, and regardless of the applicable Incoterms® 2010, until the Seller has received full payment of all amounts due in relation to the respective Delivery. Until that time, the person in possession of the delivered Marine Fuel shall hold the Marine Fuel as a mere bailee of the Seller.

7.3. Although the Marine Fuel remains the Seller’s property until fully paid, it shall be at the Buyer’s risk from the moment of Delivery. Delivery is complete, and risk in the Marine Fuel passes to the Buyer once the Marine Fuel has passed the Seller’s or its Supplier’s flange connection. At that point, the Buyer assumes all risks, including loss, damage, contamination, leaks, fires, spills, deterioration, depreciation, evaporation, and diminution of the delivered Marine Fuel, and shall insure the delivered Marine Fuel against such risks. In the event of such loss or damage, the Buyer shall manage the insurance procedures on behalf of and as trustee for the Seller.

7.4. Until full payment of any amount owed to the Seller is made, the Buyer shall not use the Marine Fuel for purposes other than the propulsion of the Buyer’s Vessel, nor mix, combine, sell, encumber, pledge, dispose of, or assign the Marine Fuel to any third party or vessel. In the event the Marine Fuel is mixed with other fuels aboard the Buyer’s Vessel, the Seller shall have a valid claim right and retention right over that portion of the mixed fuels corresponding to the quantity or net value of the Marine Fuel delivered by the Seller.

7.5. In the event of the Buyer’s breach of Condition 7.3, the Seller is entitled to recover the Marine Fuel without prior judicial intervention, without prejudice to all other rights or remedies available to it. In such case, the Marine Fuel supplied under each Sale Contract is sold and applied to the Buyer’s credit, as well as to the Buyer’s promise to pay the amounts due in connection with the respective Delivery. It is agreed that the Seller shall have and may enforce a maritime and/or contractual lien on the Buyer’s Vessel for any amount owed under the Sales Contract. Such lien shall extend to all freight and/or sub-freight and/or freight and/or demurrage and/or sub-freight and demurrage for any amount owed under the Sale Contract.

7.6. No waiver seal or notice of any kind affixed by the Buyer to BDR issued by the Seller to the Buyer shall be accepted, nor shall any seal or notice waive or alter the Seller’s lien on the Marine Fuel or the Buyer’s Vessel, nor release the Buyer from liability under the Sale Contract.

7.7. In the event the Marine Fuel, in whole or in part, is no longer present or identifiable, nor distinguishable from other fuels, the Seller has the right to arrest and attach the Buyer’s Vessel at any port where it may be found, as well as any sister vessel and/or any other asset of the Buyer or the owner of the Buyer’s Vessel, wherever located in the world, and without prior notice.

7.8. When title and ownership of the delivered Marine Fuel have passed to the Buyer and/or any third party before full payment is made to the Seller of all sums due in connection with the Delivery, the Buyer shall be deemed to have granted a lien over such Marine Fuel to the Seller. It shall further be deemed that the Buyer has granted a lien over any other Marine Fuel present on the Buyer’s Vessel, including any mixture of the delivered Marine Fuel and any other Marine Fuel. Such lien shall be deemed granted to cover any and all types of claims, of any origin and nature, that the Seller may have against the Buyer.

8.QUANTITY DETERMINATION

8.1. The quantity of delivered Marine Fuel shall be determined, at the Seller’s option, by the Seller’s personnel or representative or the Supplier’s personnel or representative, based on the official gauge or meter of the supplying Barge or tanker truck, or the shore tank in the case of Delivery from the dock. The Seller expressly reserves the right to supply a quantity of Marine Fuel to the Buyer at ten percent (10%) more or less than that set forth in the OC, without being liable to the Buyer for any eventual damages of any nature that might be caused thereby.

8.2. Except when governmental regulations or local authorities determine otherwise, volume adjustment due to temperature difference shall be made in accordance with the “Standards Petroleum Measurement API/ASTM-IP”.

8.3. Absent manifest error or fraud, volume measurements and quantity calculations by the Seller in accordance with Clause 8.1 shall be final and conclusive regarding the quantity of delivered Marine Fuel. However, if the quantity is subject to determination by local customs authorities, the final and binding quantity shall be that resulting from such determination.

8.4. The Buyer, at its own expense, shall be free to designate an Accredited Buyer’s Representative to witness and verify such weights and measures, but the quantity determination shall be made solely by the Seller and shall be conclusive, subject to Clause 8.3.

8.5. The Buyer shall be deemed to have accepted the volume measurement of the delivered Marine Fuel by the Seller or the Supplier unless the Accredited Buyer’s Representative has witnessed such measurement and lodged a written complaint about accuracy at the time of Delivery. The Seller has the option to leave the delivery equipment connected to the Buyer’s Vessel at the Buyer’s expense until the quantity dispute is resolved to the Seller’s satisfaction. However, the Buyer has no right to leave the delivery equipment connected and/or delay unmooring until such quantity dispute is resolved. Unless otherwise instructed by the Seller or the Supplier and notwithstanding the existence of a quantity dispute, the Buyer shall always disconnect the delivery equipment and unmoor immediately upon receiving notice from the Seller or the Supplier that Delivery has been completed.

8.6. Water content and non-petroleum sediments up to 0.5% (zero point five percent), plus 0.59 x the reproducibility of the relevant test method in the Marine Fuel, shall be permitted and accepted by the Buyer as part of the invoiced quantity, without any additional liability to the Seller.

8.7. In relation to the agreed quantity, the Seller shall be free to deliver, and the Buyer shall accept a variation of 10% (ten percent) of the agreed quantity, without any further consequence other than a corresponding variation in the Seller’s relevant invoice.

9. QUALITY

9.1. The quality of the Marine Fuel shall be determined by the Seller and shall be of the quality generally offered to the Seller’s customers for similar use.

9.2. The selection and acceptance of a particular grade of Marine Fuel, including determination of compatibility with other Marine Fuels already existing aboard the Buyer’s Vessel, shall be the Buyer’s responsibility. There are no conditions, warranties, guarantees, or terms, express or implied, by common law or statute or otherwise, as to satisfactory quality, merchantability, fitness for a particular purpose, durability, or adequacy of the Marine Fuel for any particular purpose, or otherwise, beyond the description of the Marine Fuel set forth in Clause 9.1.

9.3. The Buyer shall have sole responsibility and assume the risk of selecting suitable grades of Marine Fuel for use in the Buyer’s Vessel, and the Seller shall have no obligation to ascertain whether the grade of Marine Fuel is suitable for the Buyer’s Vessel.

9.4. The Buyer shall also have sole responsibility for selecting Marine Fuels that comply with all governmental regulations (including customs ones) and any IMO regulation, including MARPOL Annex VI.

9.5. The Buyer may, at its own expense, designate an Independent Petroleum Inspector to inspect the Marine Fuel to be delivered before it is pumped to the Buyer’s Vessel. Any such inspection shall be carried out in the presence of the Seller’s and/or Supplier’s personnel or representative.

9.6. The Buyer shall be responsible for keeping the delivered Marine Fuel segregated from any other Marine Fuel or any other product aboard the Buyer’s Vessel or from a different Delivery to the Buyer’s Vessel. But the Buyer shall not be entitled to benefit from the warranty that would represent if alterations to the Marine Fuels were made by the Buyer or a third party without the Seller’s consent, or if a defect is whole or partly due to improper, abusive, incorrect use or storage of the Marine Fuels.

9.7. Defects and/or claims regarding the quality of the delivered Marine Fuels, if any, shall not affect the Buyer’s obligation to pay for the delivered Marine Fuels as set forth in Clause 12.

10. CLAIMS

10.1. The Buyer shall be deemed to have accepted the quality and quantity of the Marine Fuel (as indicated in the BDR) unless a written notice concerning quality is received from the Buyer or concerning quantity (pursuant to Clause 8.5.) from the Accredited Buyer’s Representative, accompanied by a complete set of documentation pursuant to Clause 10.2. (“documented quantity/quality claim”) within 30 (thirty) days of Delivery.

10.2. The documented quantity/quality claim shall include, among other things, the full report of the Accredited Buyer’s Representative along with space reports for all fuel tanks (including settling, service, and storage tanks) of the Buyer’s Vessel, both before and after Delivery; an independent laboratory analysis report of the quality sample retained by the Buyer as per Clause 11.3.; the position, destination, and ETA of the Buyer’s Vessel; all correspondence to/from the Buyer’s fuel testing organization; the location of the Marine Fuel on board the Buyer’s Vessel and the consumption ratio and quantity since Delivery; details of the 3 (three) previous deliveries of Marine Fuel to the Buyer’s Vessel regarding quantity, quality, and product specification supplied, as well as the place and date of supply and the supplier’s name; and space reports for all fuel tanks (including settling and service tanks) of the Buyer’s Vessel both before and after Delivery.

10.3. After any claim made by the Buyer under Conditions 10.1. and 10.2., the Buyer must, within 15 (fifteen) days upon written request from the Seller, provide the Seller with authentic copies of requested ship’s books, records, and copies of communications between the Buyer and the Buyer’s Vessel both before and after Delivery, failing which the Buyer shall be deemed to have accepted that the quantity and/or quality indicated in the BDR were correct, and the Buyer shall have waived its right to and shall not be able to proceed with the claims process.

10.4. The Buyer shall fully cooperate with the Seller and make all necessary arrangements for the Seller or its representatives to investigate such claims made in accordance with Conditions 10.1., 10.2., and 10.3., including, among others, boarding and inspection of the Buyer’s Vessel, interviewing officers and crew, and inspection and copying of the Buyer’s Vessel documentation. Failure to comply with this Condition 10.4. shall be deemed as acceptance by the Buyer that the quantity and/or quality indicated in the BDR were correct, and the Buyer shall have waived its right to and shall not be able to proceed with the claims process.

10.5. No employee or agent of the Seller or Supplier shall under any circumstances and under any liability to the Buyer for any loss, damage, or delay of any kind arising or resulting directly or indirectly from any act, negligence, or default on their part while acting in the course of or in connection with their employment and, without prejudice to the generality of the foregoing provisions of this Clause, all exemptions, limitations, conditions, and liberties herein contained, and all rights, disclaimers, defenses, and immunities of whatever nature applicable to the Seller or to what the Seller is entitled to under these Conditions, shall also be applicable and shall extend to protect every employee or agent of the Seller so acting; and, for the purpose of all the foregoing provisions of this Condition, the Seller is or shall be deemed to act as agent or trustee on behalf and for the benefit of all persons who are or may be its employees or agents, all of whom shall be considered in this sense parties to the Sale Contract.

10.6. The Seller shall be discharged from all liabilities as to any claim of whatever nature the Buyer may have under the Sale Contract, and all claims shall be prescribed within 30 (thirty) days following Delivery or the date when Delivery should have been made. This provision shall survive any termination of the Sale Contract.

11. SAMPLES

11.1. The Seller shall arrange for the collection of 4 (four) representative samples of each grade of the Marine Fuel delivered in accordance with its sampling procedures or internationally recognized sampling methods. These samples shall be taken by any accredited petroleum inspector before the Marine Fuel leaves the shore tank, the Seller´s Barge or the tanker trucks.

Each sample shall be divided into four equal parts. Two parts shall be retained by the Seller, and another part shall be handed over to the Buyer or to the Buyer Vessel´s Master.

11.2. The Buyer or the Accredited Buyer’s Representative is responsible for witnessing that such samples are taken correctly, and they shall be deemed to have confirmed and properly sealed them upon signing the sample bottle labels, unless they have notified the Seller in writing, within 24 (twenty-four) hours after the completion of sampling, of any perceived discrepancies.

However, the absence of the Buyer or the Accredited Buyer’s Representative during all or part of the sampling process shall not prejudge in any way the validity of the 4 (four) representative samples.

11.3. As said, 3 (three) of the representative samples shall be taken for quality purposes (“Quality Samples“). The 4th (fourth) sample shall be known as the MARPOL Control Sample. One sealed Quality Sample and the MARPOL Control Sample shall be delivered to the Master of the Buyer’s Vessel or to the Buyer, and the other two Quality Samples shall be retained in a secure location by the Seller for 15 (fifteen) days or any other minimum period required by applicable law (whichever is longer) from the Delivery Date. At the end of such period, the remaining Quality Samples retained by the Seller may be disposed of unless the Buyer has lodged a complaint or claim as provided in Clause 10., in which case one of the Quality Samples shall be retained by the Seller for its own use and the other Quality Sample shall be retained by the Seller for analysis by the expert mentioned in Clause 11.4.

11.4. Within the time limits set out in Clause 10., any dispute regarding the quality of the delivered Marine Fuel shall be definitively and conclusively resolved by an independent laboratory designated and jointly paid for by the Buyer and the Seller. If the Seller and the Buyer cannot agree on such appointment, then the Seller may, at its sole discretion, decide which laboratory shall perform the analysis, and the conclusions of that laboratory shall be final and binding on both Parties.

11.5. Any samples taken by the Buyer’s personnel either during the supply or at any later date shall be invalid and deemed to have no probative value as an indicator of the quality of the delivered Marine Fuel.

12. PAYMENT AND INVOICES

12.1. Unless otherwise specified in the OC, all payments shall be made via bank transfer to the bank account designated by the Seller, for the amount and in the currency specified in the OC, in full and without any set-off, deduction, withholding, or counterclaim of any kind. Any deduction or set-off from the Seller’s invoice after the due date for payment for any reason shall be deemed a breach of the Sale Contract, and the Buyer shall be deemed to have waived and automatically forfeited its rights to make or pursue any claims of any kind against the Seller, whether notified or not, including any right to terminate the Sale Contract.

12.2. Payment for the supplied Marine Fuel shall be made by the Buyer and/or the payer designated in the OC within a maximum period of thirty (30) calendar days following the Delivery Date and against the presentation of the relevant commercial invoice and the BDR. The effects of late payment shall be as specifically set out in the OC. Furthermore, in any event, all costs and expenses incurred by the Seller with respect to the recovery of overdue payments (including, among others, legal fees, expert fees, court costs, and other expenses) shall be borne and supported by the Buyer.

12.3. The Buyer’s failure to pay, in whole or in part, in accordance with the terms of the Sale Contract for any quantity of Marine Fuel delivered by the Seller shall automatically empower the Seller to: (a) suspend the Delivery of any or all other instalments under the Sale Contract or any other existing agreement between the Parties; and/or (b) enforce the provisions of Clause 12.2.; and/or (c) terminate the Sale Contract and claim all direct and indirect costs and losses incurred by the Seller related to such suspension of Delivery or termination of the Sale Contract.

12.4. If the due date for payment falls on a Saturday, Sunday, or bank holiday in the Canary Islands, Spain, payment shall be made on the preceding banking day in the Canary Islands, Spain. For deliveries made at port, in the event that Delivery is made outside normal business hours at the relevant port or outside the port limits, the Seller shall invoice the Buyer for all additional charges associated with such Delivery, including, among others, overtime and extra fees.

12.5. If the Buyer has not paid, in whole or in part, by the expiry of the credit period any amount owed to the Seller in relation to the Delivery made under this Sale Contract or any other entered into between the Seller and the Buyer and/or in the event of any of the events listed in Clause 13.1., the Seller, in addition and without prejudice to any other rights it may have, shall have the right: (i) if the Delivery has been made under this Sale Contract, to notify the Buyer that the amount due in connection with the Delivery under this or any other Sale Contract is immediately liquid and payable, and (ii) if the Delivery under this has not been made, notify the Buyer of the immediate termination of the Sale Contract relating to such Delivery or any other Sale Contract.

12.6. Payments made by the Buyer shall be credited at all times in the following order: (i) penalties, interests and/or administrative fees (ii) financial expenses incurred as a result of the Buyer’s late payment (including all costs) (iii) invoices in order of age.

13. RIGHT TO SUSPEND ORDER PERFORMANCE AND TERMINATE SALE CONTRACT IN CASE OF BREACH

13.1. If the Buyer breaches any of its obligations to the Seller under the Sale Contract; or if the Buyer fails to complete the KYC or provide timely delivery instructions to enable the Seller to make deliveries in accordance with the terms of the Sale Contract; or if the Seller, in its sole discretion, determines that a change has occurred in the Buyer’s person, its subsidiary companies, parent, affiliates or associated companies (collectively for the purposes of this Condition, the “Company“) in the ownership of the Company, its structure or financial or patrimonial situation, as well as in its commercial image, as well as in the event of protests, executive or precautionary proceedings, suspension, difficulties or delays in the performance of its obligations with third parties, including the payment of bills and, in any case, if the Seller determines that the Buyer and/or the Company are insolvent or subject to composition and bankruptcy proceedings, it may at any time, and at its option and without prejudice to any other right it may have to: (i) suspend the performance of its obligations under this Sale Contract; and/or (ii) retain the Marine Fuels due at its shipping point by the Buyer, in which case the Buyer shall be responsible for paying the storage charges for such Marine Fuels at appropriate storage rates established by the Seller; and/or (iii) demand the return and take possession of any delivered Marine Fuels that have not been paid for, and all costs related to the recovery of such Marine Fuels shall be borne by the Buyer; and/or (iv) cancel the Order for the Marine Fuels, in which case the Buyer shall be responsible for paying an appropriate cancellation fee pursuant to Clause 14.1; and/or (vi) terminate the Sale Contract and claim any direct or indirect costs, losses and damages incurred by the Seller as a result of such termination.

13.2. Notwithstanding the foregoing, the Seller shall be entitled to claim from the Buyer damages in case of delay or failure by the Buyer to accept any quantity of Marine Fuels specified in the Sale Contract, for any loss it incurs as a result of the delay or because the Buyer fails to take delivery of an amount of Marine Fuel amounting to 0.5% (zero point five percent) of the value of the Marine Fuels rejected, not accepted, or not collected, per day of delay, up to a maximum of 110% (one hundred ten percent) of the total value of the Marine Fuels rejected, not accepted, or not collected. The Parties agree that quantifying the losses arising from the rejection or failure to collect the Marine Fuels by the Buyer is inherently difficult insofar as such delay or failure to collect may affect the Seller’s reputation or require the Seller to make non-monetary concessions to its own suppliers, and further stipulate that the agreed sum is not a penalty but rather a reasonable measure of damages, based on the Parties’ experience in the industry and given the nature of the losses that may result from the delay. This Condition shall apply in case of concurrent delay or delay caused by a third party.

13.3. The amount of liquidated damages payable by the Buyer as provided for in this Condition 13 shall be compulsory, and without prejudice to any other direct or indirect damage suffered by the Seller as a result of the Buyer’s breach of any of its obligations under the Sale Contract.

14. CANCELLATION

14.1. Without prejudice to any other right of the Seller under the Sale Contract, if subsequent to the Seller’s OC, the Buyer cancels or reduces the quantity of Marine Fuels requested, or if the Buyer fails to take delivery of part or all of the quantity of Marine Fuels on the Delivery Date specified in the OC, the Buyer shall pay the Seller a cancellation fee in the amount of 10% (ten percent) of the Unit Price for the quantity of Marine Fuels ordered that is cancelled, reduced, or in respect of which the Buyer has not taken delivery on the delivery date specified in the OC (“Cancellation Fee“), the Cancellation Fee shall in no event be less than 20,000.00 USD (twenty thousand United States dollars). If the Seller’s losses exceed the Cancellation Fee, then the Seller shall also be entitled to claim such additional losses.

14.2. The non-acceptance or improper rejection of the Marine Fuels by the Buyer and/or the cancellation of the OC by the Buyer shall entitle the Seller to automatically recover from the Buyer, (a) its direct or indirect damages, including, among others, transportation costs, storage costs, return of the Marine Fuels, taxes, customs duties, insurance costs, loss of market, loss of reputation, etc. caused by the Buyer’s actions and (b) if the Marine Fuels cannot be resold by the Seller to a third party within a reasonable period, the Price of such Marine Fuels as quoted in the OC. Payment of any amount owed by the Buyer shall be made by the Buyer within 15 (fifteen) days from the date of the Seller’s request.

15. DISCLAIMER OF LIABILITY AND WARRANTY LIMITATION

15.1. The Seller shall not be liable for any direct or indirect loss or damage, including any loss of profits or other indirect, special, incidental, or consequential damages arising from any cause, whether in contract, tort, including, without limitation, the acts or omissions or negligence of the Seller, its employees, agents, or subcontractors. The Seller shall not be liable for deviation, delay, damage, or delay of any Buyer’s vessel, or its engines or tanks, nor for any actual or potential loss of profits or damages or losses arising from the exercise of the Seller’s right to suspend and/or terminate the delivery of Marine Fuel.

15.2. Under no circumstances shall the Seller be liable to the Buyer, whether in contract or tort (including, without limitation, negligence), for any direct or indirect loss, expense, or damage resulting from incomplete or incorrect information provided by the Buyer, regardless of whether such error is innocent or intentional, with respect to the sulphur content limit specified to be recorded in the BDR based on the Buyer’s notification that the fuel is intended to be used i) in combination with an equivalent system of compliance pursuant to Regulation 4 of Annex VI of MARPOL; or ii) is subject to an exemption for a vessel to conduct trials for the implementation of ship emission reduction and control technologies and engine design programs pursuant to Regulation 3.2 of Annex VI of MARPOL.

15.3. The Buyer shall indemnify and hold harmless the Seller, the Provider, and the employees and representatives of the Seller and the Supplier from any claim, loss, damage, liability, fine, penalty, expenses, and legal costs of any nature arising out of or in any way related to the breach of the Sale Contracts, fault, or negligence of the Buyer, its agents, employees, subcontractors, representatives, employees, and the officers and crew of the Buyer’s Vessel, delivery and/or receipt, use, storage, and/or transportation of the Marine Fuel. The Buyer also agrees to defend, indemnify, and hold harmless the Seller from all claims, proceedings, demands, agreements, and/or recoveries arising, related, and/or alleged to arise out of or relate to the sampling or shipment or presence aboard the Buyer’s Vessel of any employee, servant, agent, or subcontractor of the Seller.

15.4. Notwithstanding the foregoing provisions of this Clause, in the event that the Seller is determined to be liable to the Buyer:

• in no event shall the maximum total liability of the Seller for all claims, including claims for interest and costs, exceed an amount equal to 50% (fifty percent) of the purchase price of the Marine Fuel delivered or intended to be delivered under each Sale Contract; and

• with regard to any liability for damage to the Buyer’s Vessel, such liability shall in any case be reduced by 20% (twenty percent) of the invoice value of the spare parts for each year or fraction in which the replaced part has been in use; and

• it is a condition precedent to payment of any compensation by the Seller that all amounts outstanding to the Seller by the Buyer, including any accrued interest, be paid and settled in full without deduction or set-off.

15.5. The Buyer shall be obliged to take all reasonable measures to avoid, eliminate, and/or minimize the damages and costs associated with any non-conforming or suspected non-conforming Marine Fuel, including the retention and burning of Marine Fuel in accordance with the Seller’s instructions. If the Buyer withdraws such Marine Fuel without the Seller’s express written consent, all costs related to such withdrawal shall be the sole responsibility of the Buyer.

16. TAXES AND OTHER CHARGES

 16.1. The Basic Cost of Marine Fuel is calculated on an ex-wharf basis. The Buyer shall pay all additional charges, expenses, and/or costs associated with the delivery, including, but not limited to:

• Docking fees, the use of any required oil pollution control equipment for the delivery, cleaning costs, insurance, delivery fees (barge, pipeline, vehicle, or rail transportation, and other similar charges), delay or other similar charges;

• Any mooring or unmooring charges, and port handling fees that may be incurred by the Seller in relation to the Delivery of Marine Fuel to the Buyer’s Vessel;

• Tariffs; taxes (duties, levies, or fees on the purchase, exchange, import, use, resale, transportation, or handling of Marine Fuel); tolls; fees; freights; or other costs without any limitation in the country where the delivery takes place, for which the Seller is responsible but shall be borne by the Buyer;

• Any additional charges for overtime as per Clause 12.3.

16.2. The Basic Cost of Marine Fuel shall be exclusive of VAT, unless specifically stated otherwise.

17. FORCE MAJEURE

17.1. Both Parties shall be released from their respective obligations, except the Buyer’s obligation to make payment or take Delivery of the Marine Fuel, in case of a delay in or impossibility to perform any of the Parties’ obligations under this Contract due to force majeure. For the purposes of this Contract, “force majeure” means any unavoidable circumstance beyond a Party’s control, including, but not limited to, an act of God, storm, flood, tempest, civil disturbance, war (declared or undeclared), military action, insurrection, act of government or military agency acting under real or assumed authority, expropriation, failure of any supply source, acute or unusual scarcity of materials, strike, layoff, labor disturbance, or lawful or unlawful labor disputes, prohibitive government regulation, Trade Restrictions (as defined in Clause 21.1.), and any other cause beyond the Seller’s or the Buyer’s control. However, prolonged labor problems affecting the Buyer’s operations shall not be considered force majeure.

17.2. The Party affected by a force majeure event shall inform the other Party within 7 (seven) days following the date it becomes aware of it. If, within an aggregate period of 10 (ten) days of suspension, the affected Party is unable to resume performance under this Contract, the Parties shall meet and mutually agree to restructure their obligations and, failing to reach such agreement, either Party may terminate this Sale Contract by written notice, in which case all money owed for the Marine Fuel delivered by the Seller to the Buyer shall be paid by the Buyer.

18. ENVIRONMENT

18.1. The Buyer shall provide its employees, agents, contractors, users, and customers with health, safety, and environmental information, including Material Safety Data Sheets (“HSE Data“). The Seller, upon request by the Buyer, shall provide the HSE Data and any other relevant information related to the health and environmental hazards of Marine Fuels. The Buyer shall be responsible for ensuring that all obligations, requirements, recommendations, international regulations, directives, conventions, or guidelines regarding health, safety, and the environment related to the delivered Marine Fuels are complied with.

18.2. The Seller shall not be liable in any way for any loss, damage, or injury resulting from any inherent hazard in the nature of any Marine Fuel. The Buyer shall at all times comply with any obligation, requirement, or recommendation contained in any law, statute, directive, or regulation of any territory, state, or jurisdiction in or through which the Marine Fuels are to be delivered, sold, transported, or used, as well as all government, state, or local regulations in the port, including, among others, those related to fires or spills or losses of Marine Fuels. The Buyer’s compliance with recommendations in the HSE Data shall not exempt the Buyer from its obligations under this Condition.

18.3. If a spill occurs during Delivery, the Buyer shall take all reasonably necessary measures to eliminate the spill and mitigate its effects. If the Buyer fails to take timely action, the Seller may, at its option and upon notice to the Buyer or the Buyer’s Vessel’s agent, take the measures it deems necessary for spill removal and mitigation of its effects using its own resources or contracting with third parties.

The Buyer shall indemnify the Seller from all liability, costs, and expenses, including, but not limited to, those incurred by the Seller in accordance with the provisions of this Condition, arising from any spill, except where such spill has been caused or contributed to by the Seller’s negligence or failure or defect in the Seller’s equipment.

The Buyer shall timely provide the Seller with any documents and information requested regarding a spill, including the vessel spill contingency plan or any other applicable program for pollution prevention or mitigation as required by applicable laws or regulations.

18.4. The Buyer shall indemnify and hold the Seller harmless from any liability, fines, penalties, costs, expenses, claims, or proceedings arising from or in connection with any breach by the Buyer of its obligations under this Condition.

19. ASSIGNMENT

19.1. The Buyer may not assign this contract to any third party and may not otherwise dispose of any of its rights under this Sale Contract either in whole or in part without the prior written consent of the Seller. The Seller shall be free to assign or transfer its rights and obligations under the Sale Contract to any of its affiliated companies and/or third parties, understanding that the Buyer’s prior consent shall not be required to do so.

The Seller shall also be free to subcontract any part or all of the execution of obligations under the Sale Contract.

19.2. In the event of any such assignment, the assignee shall be bound by the assignor’s obligations under the Sale Contract, and the assignee shall agree in writing to be bound by the terms of the Sale Contract.

20. NOTICES AND COMMUNICATION

20.1. Any electronic communication between the Seller and the Buyer shall be valid as originals and shall be deemed to be “in writing” o “written” between the Parties.

20.2. The Buyer acknowledges and agrees that the Seller may electronically record telephone conversations between the Parties, including, but not limited to, any employee, officer, or agent of the Buyer in relation to the Sale Contract.

The Seller may use such recording for the purpose of resolving any disagreement between the Parties, including the submission of such recordings as evidence in any legal proceedings. The Buyer agrees to duly notify any employees or third parties whose conversation may be recorded.

21.OTHER CONDITIONS

21.1. Notwithstanding any contrary provision contained herein, nothing in the Seller’s terms is intended to, and nothing shall be construed as requiring or inducing either Party to act in a manner inconsistent, penalized, or prohibited by any law, regulation, decree, ordinance, order, demand, standard, or requirement of the United States of America, the United Kingdom, Spain, the United Nations, or the European Union, concerning external trade controls, export controls, embargoes, or sanctions of any kind (“Trade Restrictions“).

21.2. The Sale Contract constitutes the entire agreement between the Seller and the Buyer with respect to the matters set forth in the OC and supersedes all prior agreements, whether verbal or written, in relation thereto, as well as any other terms or conditions that the Buyer may seek to impose against the Seller. The application of the Buyer’s general terms and conditions is also expressly excluded.

21.3. No term of the Sale Contract, unless expressly stated otherwise, is intended to confer, nor shall it confer a benefit or remedy on third parties.

21.4. The Buyer warrants that, in relation to this Sale Contract, it has not relied on any representation, whether written or oral, made by or on behalf of the Seller, but has relied on its own knowledge, judgment, and experience.

21.5. The Sale Contract and any documents related thereto shall be strictly confidential, and neither Party shall disclose the Sale Contract or its existence to third parties without the written consent of the other Party, except where the Party is under a legal or regulatory obligation to make such disclosure.

21.6. The Incoterms® 2010 Rules shall apply where not in conflict with the terms and conditions of the Sale Contract. In the event of any contradiction between the OC, these General Terms and Conditions, and the Incoterms® 2010, the CP and other provisions of these General Terms and Conditions shall prevail, and the terms hereof shall prevail over the Incoterms® 2010.

21.7. If any provision of this Sale Contract, in whole or in part, is held to be void, illegal, or unenforceable by law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.

21.8. All headings and titles of clauses contained in these General Terms and Conditions are included solely for convenience of reference and shall not affect to their interpretation.

21.9. If there is any translation of these General Terms and Conditions into any language other than English, the English version shall prevail in case of discrepancies in the texts and in interpretation, unless the translation is into Spanish, in which case the latter shall always prevail.

22. LAW AND JURISDICTION

 22.1. The Sale Contract, including these General Terms and Conditions, shall be governed and construed exclusively in accordance with the substantive and procedural laws of the Kingdom of Spain.

22.3. To know and resolve any dispute arising out of or in connection with the Sale Contract, including any issues relating to its existence, validity, or termination, shall be competent, at the Seller’s free choice, any jurisdiction to which the Seller may choose to submit it, and, in the event that the Seller chooses to submit it to Spanish Jurisdiction, its Courts and Tribunals in Las Palmas de Gran Canaria, Canary Islands, Spain; shall be competent; but, if it is the Buyer who intends to bring legal action against the Seller under the Sale Contract, the Buyer shall necessarily do so before said Courts and Tribunals in Las Palmas de Gran Canaria.

APRIL 2024