These General Terms and Conditions together with the Deal Confirmation and, where applicable, the Sale and Purchase Agreement (SPA) executed by the Parties.

Argus

Argus Media Limited, publisher of price assessments for petroleum products, LNG, and LPG.

B/L Date

The date stated on the bill of lading issued by the master of the loading vessel.

Benchmark Price

The published price assessment specified in the Deal Confirmation against which the contract price is calculated, as published by Platts, Argus, ICIS, Saudi Aramco (for LPG Contract Price), or such other independent pricing service as the Parties may agree.

CoQ

Certificate of Quality issued by the Agreed Inspector at the load port or discharge port, as applicable.

Saudi Aramco Contract Price — the monthly official price for propane and butane published by Saudi Aramco, used as the benchmark for LPG transactions.

Deal Confirmation

The written confirmation executed by both Parties specifying the product, quantity, price, delivery terms, laycan, and other transaction-specific terms, which supplements and forms part of this Agreement.

ECA

Emission Control Area as designated under MARPOL Annex VI.

GCV

Gross Calorific Value — the total energy released by combustion of a unit quantity of gas at standard reference conditions, expressed in MJ/m³ or MMBtu/tonne.

IGC Code

The International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk, as amended, adopted by the IMO.

Inspector

An independent inspection agency appointed by the Parties from: SGS Group, Intertek Group, Bureau Veritas, Saybolt, or Inspectorate (a Bureau Veritas company).

JKM

Japan Korea Marker — the Platts LNG price assessment for spot LNG deliveries to Japan and South Korea.

Laycan

The agreed loading window, being the period during which the vessel must arrive at and be ready to load at the load port.

LCIA

London Court of International Arbitration.

LNG

Liquefied Natural Gas — natural gas that has been cooled to approximately −162°C at atmospheric pressure for transport in liquid form.

LPG

Liquefied Petroleum Gas — propane (C3H8), butane (C4H10), or a mixture thereof, liquefied under pressure for transport.

Metric tonne (1,000 kilograms).

MMBtu

Million British Thermal Units — unit of energy used in LNG pricing and measurement.

OCIMF

Oil Companies International Marine Forum.

Parties

Eurabelt Fuels Ltd (as buyer or seller as specified in the Deal Confirmation) and the counterparty named in the Deal Confirmation.

Platts

S&P Global Commodity Insights (formerly S&P Global Platts), publisher of benchmark price assessments for petroleum products and LNG.

Product

The refined petroleum product, LNG, or LPG specified in the Deal Confirmation, conforming to the specification standard stated therein.

SPA

Sale and Purchase Agreement — a long-term contract governing multiple liftings of LNG or LPG over a period exceeding 12 months, incorporating annual contract quantities, take-or-pay obligations, and price review mechanisms.

SIRE 2.0

OCIMF Ship Inspection Report Programme 2.0 — the vessel vetting standard applied to all tankers and gas carriers nominated under this Agreement.

TTF

Title Transfer Facility — the Dutch virtual natural gas trading hub, used as a benchmark for European gas and LNG pricing.

UCP 600

Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600 (2007 Revision).

Working Day

A day on which commercial banks are open for business in London, England, excluding Saturdays, Sundays, and English public holidays.

2.Product specifications and quality standards

2.1 The Product shall conform to the specification standard stated in the Deal Confirmation. In the absence of any agreed deviation, the following standards apply as the baseline specification for each product:

Product	Specification standard	Unit	Key quality parameters
Jet A1	DEF STAN 91-091 Issue 11 / ASTM D1655	MT	Flash point ≥38°C, freeze point ≤−47°C, sulphur ≤3,000ppm, density 775–840 kg/m³
EN590 (ULSD)	EN 590:2022	MT	Sulphur ≤10mg/kg, cetane ≥51, density 820–845 kg/m³, FAME ≤7% v/v
D2 Gas Oil	GOST R 52368-2005 / ASTM D975 2-D	MT	Flash point ≥52°C, sulphur per grade (state in confirmation)
D4 Fuel Oil	ASTM D975 Grade 4-D	MT	Viscosity 5.5–24.0 cSt at 40°C, water/sediment ≤0.05% v/v
D6 Fuel Oil	ISO 8217:2017 RMG 380 / ASTM D396 No. 6	MT	Viscosity ≤380 cSt at 50°C, sulphur state grade (0.5% LSFO or 3.5% HSFO)
Bitumen	EN 12591:2009 (penetration grades)	MT	Grade (e.g. 50/70) to be stated; flash point ≥230°C; softening point per grade
LNG	ISO 6578:2017 / GIIGNL Handbook	MMBtu / MT	GCV, Wobbe Index, and methane number to be stated in each cargo CoQ
LPG Propane	ASTM D1835 / EN 589	MT	Vapour pressure ≤1,550 kPa at 40°C, total sulphur ≤185 mg/m³
LPG Butane	ASTM D1835 / EN 589	MT	Vapour pressure ≤480 kPa at 40°C, C5+ ≤2.0% mol

2.2 The Seller warrants that the Product is of merchantable quality, conforms to the specification standard at the time of title transfer, and is free from any contamination, adulteration, or admixture not disclosed in the Deal Confirmation.

2.3 Any deviation from specification must be disclosed by the Seller in writing prior to execution of the Deal Confirmation. Undisclosed off-spec product delivered without prior written agreement is a material breach of contract.

2.4 For D6 fuel oil, the Seller must explicitly state whether the product meets the IMO 2020 0.5% sulphur cap (LSFO) or is high-sulphur (HSFO ≤3.5%). Failure to state the sulphur grade is a material defect in the Deal Confirmation.

2.5 The Seller must provide a refinery certificate of quality (CoQ) issued at the point of production for each cargo. A CoQ issued by a trading intermediary or blender does not satisfy this requirement unless expressly agreed in writing by Eurabelt.

3.Quantity determination and measurement

3.1 Quantities for liquid petroleum products shall be determined by independent inspection at the load port in accordance with API MPMS Chapter 17 (marine measurement) for shipboard figures, and API MPMS Chapter 11 (volume correction) for temperature and density corrections. Shore tank measurement per API MPMS Chapter 3.

3.2 Quantities for LNG shall be determined in accordance with the GIIGNL Custody Transfer Handbook (current edition) and ISO 6578. Energy content shall be calculated by multiplying the net transferred volume by the gross calorific value determined from the representative sample analysis.

3.3 Quantities for LPG shall be determined by weighing or by shore tank measurement using calibrated meters per GPA 8182. The agreed method shall be stated in the Deal Confirmation.

3.4 The Inspector's quantity determination at the load port is final and binding on both Parties for invoicing purposes, subject to the right of either Party to request a counter-analysis if the Inspector's result deviates by more than 0.3% from the ship's figure (petroleum products) or by more than 0.1% energy content (LNG).

3.5 Outturn (discharge port) losses for petroleum products: normal pipeline and meter losses not exceeding 0.15% of the loaded quantity shall be for Seller's account. Losses exceeding 0.15% shall be subject to a quality and quantity claim per Clause 18.

4.Inspection

4.1 An independent inspector from the approved list (SGS Group, Intertek, Bureau Veritas, Saybolt, or Inspectorate) shall be appointed jointly by the Parties to attend inspection at the load port. Each Party bears its own Inspector's costs unless the Deal Confirmation states otherwise.

4.2 For petroleum products, inspection methods shall be those specified in the applicable product standard (DEF STAN, EN, ASTM, GOST R, or ISO as applicable) or, where not specified, the current edition of the IP or ASTM method for the parameter in question.

4.3 For LNG, the Inspector shall collect a representative sample from the cargo during loading using an ISO 8943-compliant sampling system. Analysis shall be performed by gas chromatography per ISO 6974 or GPA 2261.

4.4 Sealed retained samples shall be kept for a minimum of 90 days following the B/L date, or until any quality dispute is resolved, whichever is later. The Inspector's certificate of quality (CoQ) is the primary document of record.

4.5 For Bitumen, inspection shall include penetration at 25°C (IP 49), softening point (IP 58), flash point (IP 36), loss on heating (EN 1015-17), and solubility (EN 12592), with results certified by the Inspector against the specification grade in the Deal Confirmation.

5.Pricing and benchmark references

5.1 The contract price shall be calculated as the Benchmark Price plus or minus the agreed premium or discount (the "Alpha") stated in the Deal Confirmation, expressed per metric tonne or per MMBtu as applicable.

5.2 Standard benchmarks by product:

Jet A1: Platts Jet Fuel CIF NWE Rotterdam (mean of quotation period) or Argus CIF NWE Jet, as stated in Deal Confirmation.
EN590 / D2: Platts ULSD 10ppm CIF NWE Rotterdam (AAVBB00) or Platts Gasoil 0.1% CIF NWE (PGAAD00).
D6 HSFO: Platts FOB Rotterdam 3.5% S Fuel Oil (PUAFF00). D6 LSFO: Platts VLSFO 0.5% S.
D4: Platts Fuel Oil CIF NWE or ICIS Fuel Oil, as agreed.
Bitumen: Argus Bitumen CIF NWE or domestic ex-works price, as agreed.
LNG: JKM (Platts Japan Korea Marker), TTF Day-Ahead, Henry Hub first-month futures, or NBP Day-Ahead, as stated.
LPG Propane: Saudi Aramco Contract Price (CP) Propane or Argus CIF ARA Propane.
LPG Butane: Saudi Aramco CP Butane or Argus CIF ARA Butane.

5.3 The quotation period is the calendar month of the B/L date unless the Deal Confirmation states otherwise. For LNG long-term SPAs, the price formula and quotation period shall be set out in the SPA and subject to price review as per Clause 17.

5.4 If the specified benchmark ceases to be published, the Parties shall agree in good faith within 5 Working Days on a replacement benchmark of equivalent standing. Failing agreement, the matter shall be referred to arbitration under Clause 20.

5.5 All prices are exclusive of VAT, duties, and taxes unless expressly stated otherwise in the Deal Confirmation. Each Party is responsible for its own tax obligations in its jurisdiction.

6.Payment

6.1 Payment shall be by irrevocable confirmed Documentary Letter of Credit (LC) issued under UCP 600 unless the Deal Confirmation states another payment method. The LC shall be confirmed by a first-class international bank acceptable to Eurabelt, and shall be available by payment at sight against presentation of the required documents.

6.2 Required documents for LC presentation: (a) original bill of lading or equivalent transport document; (b) Inspector's Certificate of Quality; (c) Inspector's Certificate of Quantity; (d) Commercial invoice; (e) Packing list (where applicable); (f) Certificate of Origin.

6.3 The LC shall be opened not later than the number of Working Days before laycan start stated in the Deal Confirmation (standard: 7 Working Days). Failure to open the LC in time is a material breach of contract and entitles the non-defaulting Party to terminate and claim damages per Clause 21.

6.4 For long-term SPAs (Clause 17), payment terms for individual liftings shall be stated in the SPA. The LC shall be renewed or reissued for each lifting not later than 7 Working Days before the start of the relevant loading window.

6.5 Late payment: any amount not paid when due shall bear interest at 3 months USD SOFR plus 3% per annum, calculated on a daily basis from the due date to the date of actual payment.

6.6 All payments shall be in United States Dollars (USD) unless the Deal Confirmation specifies another currency. Currency conversion shall be at the prevailing spot rate published by the Bank of England on the due date.

7.Delivery and Incoterms 2020

7.1 Delivery shall be on the Incoterms 2020 basis stated in the Deal Confirmation. All Incoterms 2020 rules are applicable to this Agreement. In the event of conflict between this Agreement and the Incoterms rule, this Agreement prevails.

7.2 The Seller shall nominate the load terminal and loading berth compatible with the nominated vessel and cargo parcel size. The Seller warrants that the load terminal is not subject to any loading restriction, terminal restriction notice, force majeure, or operational constraint that would prevent loading during the laycan.

7.3 For LNG, delivery is at the LNG tanker's manifold flange connection at the loading terminal, unless the Deal Confirmation specifies ex-ship delivery at a regasification terminal. The Seller is responsible for boil-off gas management during loading.

7.4 Bitumen cargoes shall be delivered at a temperature suitable for pumping at the load port. The Seller shall ensure the receiving vessel is pre-heated to the temperature specified in the Deal Confirmation before commencement of loading.

8.Title and risk

8.1 Unless the Deal Confirmation states otherwise, title to and risk in the Product shall pass simultaneously at the point specified by the applicable Incoterms 2020 rule. For FOB, title and risk pass as the Product crosses the vessel's rail at the load port. For CIF/CFR, title and risk pass as the Product crosses the vessel's rail at the load port.

8.2 For LNG, title and risk pass at the flange connection between the loading arm and the LNG tanker's manifold. For ex-ship deliveries, title and risk pass at the receiving terminal's manifold flange.

8.3 The Seller warrants full and unencumbered title to the Product at the time of delivery, free of any lien, charge, mortgage, pledge, or encumbrance. Any claim by a third party on the Product after title transfer shall be the Seller's liability and responsibility.

9.Performance bond and financial security

9.1 The Seller shall provide a Performance Bond equivalent to 10% of the estimated cargo value, issued by a first-class international bank acceptable to the Buyer, in the form of an URDG 758 demand guarantee or an ISP98 standby letter of credit. The Performance Bond shall be provided not later than 7 Working Days after execution of the Deal Confirmation.

9.2 The Performance Bond shall remain valid until 30 days after the scheduled delivery date. If delivery is delayed, the Seller shall extend the Performance Bond accordingly at its own cost.

9.3 For long-term SPAs, the Performance Bond shall be renewed annually and shall cover the value of one standard lifting (ACQ ÷ annual lifting frequency) plus 10%.

9.4 The Buyer may call the Performance Bond if: (a) the Seller fails to deliver the Product within the laycan; (b) the Product is materially off-specification and the Seller does not replace it within 5 Working Days; (c) the Seller commits an event of insolvency.

10.Vessel nomination, vetting, and substitution

10.1 The Seller shall nominate a vessel suitable for the cargo not later than 5 Working Days before the commencement of the laycan. The nomination shall include: vessel name, IMO number, flag state, classification society, DWT, year built, P&I club, Q88 reference, and last SIRE 2.0 inspection date.

10.2 All nominated vessels must have passed OCIMF SIRE 2.0 vetting within the 12 months preceding nomination. Vessels on the OCIMF HVPQ (High Volume Port Questionnaire) database with critical observations, vessels on any dark-fleet list, or vessels subject to sanctions or port state control detention in the preceding 12 months shall not be nominated.

10.3 For LNG and LPG cargoes, the nominated vessel must hold current IGC Code certification and shall have been inspected under OCIMF SIRE 2.0 within the 12 months preceding nomination. SIGTTO (Society of International Gas Tanker and Terminal Operators) vetting requirements apply additionally for LNG carriers.

10.4 The Buyer has 2 Working Days from receipt of the nomination to accept or reject. Rejection must state reasons. If rejected, the Seller has a further 3 Working Days to nominate a substitute vessel. Failure to provide an acceptable vessel within the total 5-Working-Day window is a Fail of Delivery under Clause 21.

11.Laytime and demurrage

11.1 Laytime commences upon the vessel's arrival at the customary anchorage or waiting place and notice of readiness (NOR) being tendered and accepted. Laytime counts whether in berth or not (WIBON), whether in port or not (WIPON), and whether customs cleared or not (WICCON).

11.2 Allowed laytime: 72 hours for petroleum product cargoes unless the Deal Confirmation states otherwise. For LNG, allowed laytime is as stated in the Deal Confirmation and shall not exceed 48 hours at the loading terminal.

11.3 Demurrage shall accrue at the rate stated in the Deal Confirmation (if none stated, at the market rate applicable to the vessel type as published in Clarkson's World Fleet Register for the relevant vessel class and trade). Demurrage claims must be submitted within 90 days of completion of discharge. Claims submitted outside this period are time-barred.

11.4 Time shall not count against laytime or demurrage during any period lost due to: breakdown of shore equipment; force majeure at the terminal; vessel's inability to pump or receive cargo due to its own equipment failure; or a restriction imposed by the port authority attributable to the vessel.

12.Force majeure

12.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement to the extent such delay or failure is caused by a Force Majeure Event, being an event beyond the reasonable control of the affected Party, including but not limited to: acts of God; war; civil disturbance; government action; export or import prohibition; fire; flood; strike; or breakdown of infrastructure not operated by the affected Party.

12.2 The affected Party must give written notice of the Force Majeure Event within 48 hours of its occurrence, stating the nature, expected duration, and steps being taken to mitigate its effects. Failure to give timely notice disentitles the affected Party from claiming force majeure relief.

12.3 A Force Majeure Event does not excuse payment obligations that have already accrued prior to the occurrence of the event. The party claiming force majeure must use all reasonable endeavours to remove or overcome the cause as quickly as possible.

12.4 If the Force Majeure Event continues for more than 30 consecutive days, either Party may terminate the affected Deal Confirmation without liability on 5 Working Days' written notice.

13.Trade controls, sanctions, and export compliance

13.1 Each Party represents and warrants that it is not, and none of its directors, officers, employees, agents, shareholders, or ultimate beneficial owners is, a Designated Person under any sanctions programme administered by: the United States Office of Foreign Assets Control (OFAC); the United Nations Security Council; the European Union; His Majesty's Treasury (OFSI); the Swiss State Secretariat for Economic Affairs (SECO); the Monetary Authority of Singapore (MAS); or the Hong Kong Monetary Authority (HKMA).

13.2 No Product supplied under this Agreement shall be destined for, or subsequently on-sold to, any country, person, or entity subject to comprehensive trade sanctions, including but not limited to Iran, North Korea, Syria, Russia (in respect of sanctioned goods), Cuba, and Venezuela (in respect of PDVSA-related transactions).

13.3 Each Party shall conduct continuous sanctions screening of its counterparty, agents, and nominated vessels using a recognised screening database (Dow Jones Risk & Compliance, Refinitiv World-Check, or equivalent). Any match shall be notified to Eurabelt's compliance department within 24 hours.

13.4 This Agreement automatically terminates with immediate effect if either Party becomes a Designated Person or is the subject of any sanctions investigation by a competent authority. No compensation shall be payable for such termination.

14.Anti-bribery, AML, and modern slavery

14.1 Each Party shall comply with: the UK Bribery Act 2010; the US Foreign Corrupt Practices Act 1977; the Proceeds of Crime Act 2002; the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017; and all equivalent legislation applicable in its jurisdiction.

14.2 No Party shall offer, pay, request, or receive any bribe, kickback, facilitation payment, or other improper advantage in connection with this Agreement.

14.3 Each Party represents that the funds used in this transaction are derived from legitimate business activities and that no part of any payment made under this Agreement represents the proceeds of crime, tax evasion, or terrorist financing.

14.4 Each Party shall comply with the UK Modern Slavery Act 2015 and shall not use forced, compulsory, or child labour in connection with the production, transport, or handling of the Product. Each Party shall maintain and provide on request a modern slavery statement.

15.JP54 special compliance provisions

⚠ Mandatory compliance warning — JP54 transactions

JP54 (also referred to as TS-1, TC-1, or Soviet-grade aviation fuel) is classified by Eurabelt Fuels Ltd as a HIGH RISK commodity subject to the following mandatory enhanced due diligence requirements. These requirements are non-negotiable and cannot be waived by any employee or officer of Eurabelt below director level.

15.1 Refinery verification. Any Seller offering JP54 must provide, before any Deal Confirmation is issued: (a) a verified refinery off-take agreement or allocation letter on refinery letterhead; (b) contact details of the refinery's commercial department for direct verification; (c) a current GOST-certified laboratory analysis of the product from the producing refinery; and (d) proof of storage allocation at a named, verifiable terminal.

15.2 SGS/Intertek ATL inspection. No JP54 Deal Confirmation shall be executed until a pre-shipment inspection report (ATL — Approval to Load) has been issued by SGS Group or Intertek at the refinery gate or tank farm of origin. The cost of the ATL inspection is borne by the Seller.

15.3 Director-level approval. All JP54 transactions require written approval by a director of Eurabelt Fuels Ltd before any Deal Confirmation is issued or any commitment is made to the Seller or any intermediary.

15.4 No intermediary chains. Eurabelt will not engage with JP54 transactions involving more than one layer of intermediary between Eurabelt and the producing refinery. Any seller who cannot demonstrate a direct contractual relationship with the producing refinery will be declined.

15.5 No soft offer procedures. Eurabelt will not engage with JP54 transactions initiated by soft corporate offer (SCO), letter of intent (LOI), irrevocable corporate purchase order (ICPO), or any other procedure that requests Eurabelt to issue financial instruments or bank guarantees prior to product verification. Such requests are indicative of fraud and will be reported to the National Crime Agency (NCA) and the relevant financial intelligence unit.

15.6 Benchmark pricing. JP54 has no recognised international benchmark price (it does not appear in Platts, Argus, or ICIS). Any Seller proposing a price in excess of or below the verified Jet A1 price by more than 15% must provide documentary justification. Pricing significantly below market is a primary fraud indicator.

16.LNG and LPG special provisions

16.1 IGC Code compliance. All vessels nominated for LNG or LPG cargoes must hold current certificates of compliance with the IMO International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (IGC Code, 2016 edition as amended). The vessel's IGC Code certificate must be provided with the vessel nomination.

16.2 Boil-off gas (LNG). The Seller is responsible for managing boil-off gas during loading. The quantity of boil-off lost during loading shall be accounted for in the cargo measurement and deducted from the loaded quantity. The method of boil-off accounting shall be per the GIIGNL Custody Transfer Handbook.

16.3 Heel retention (LNG). The vessel must arrive at the loading terminal with sufficient LNG heel to maintain the cargo containment system at its required cryogenic temperature. If insufficient heel is present, loading will not commence and laytime will continue to count against the Seller.

16.4 Compatibility (LPG). The Seller shall confirm that the Product is compatible with the vessel's cargo containment system and relief valve settings before nomination. The Seller bears all costs if incompatibility is discovered after vessel acceptance.

16.5 Emergency response. Both Parties shall maintain current emergency response plans compliant with SOLAS, MARPOL, and the IGC Code for all LNG and LPG operations. Contact details for each Party's 24-hour emergency response coordinator shall be exchanged before the first lifting.

16.6 Destination restrictions (LNG SPA). Unless the SPA expressly provides for free destination, the Buyer shall not divert or redirect an LNG cargo to a destination other than that stated in the SPA without the Seller's prior written consent. Breach of any destination restriction is a material breach of contract.

17.Long-term sale and purchase agreements (SPA)

17.1 Long-term SPAs for LNG or LPG shall be documented separately from individual Deal Confirmations. The SPA shall specify: (a) Annual Contract Quantity (ACQ) in MMBtu or MT; (b) the Take-or-Pay percentage (typically 80–90% of ACQ); (c) the Make-Up right and Make-Up period; (d) the price formula, benchmark, and Alpha; (e) the contract term; (f) delivery point(s); and (g) price review mechanism.

17.2 Take-or-Pay. If the Buyer fails to take the Take-or-Pay quantity in any contract year, the Buyer shall pay the Seller the Take-or-Pay shortfall price (being the contract price multiplied by the shortfall quantity). The Buyer has the right to carry forward Make-Up volumes in the following contract year to reduce or eliminate the shortfall payment.

17.3 Deliver-or-Pay. If the Seller fails to make available the ACQ in any contract year (minus any force majeure excused quantities), the Seller shall pay the Buyer the Deliver-or-Pay amount being the additional cost the Buyer incurs in procuring replacement gas at market rates above the contract price.

17.4 Price review. Either Party may request a price review every 36 months (or as stated in the SPA). Price reviews shall be conducted in good faith by reference to then-prevailing market conditions. If the Parties fail to agree within 90 days, the dispute shall be referred to an independent expert appointed by the LCIA under Clause 20.

17.5 Annual Program. Not later than 1 November of each contract year, the Buyer shall provide a preliminary lifting programme for the following contract year, specifying preferred loading windows for each lifting. The Seller shall confirm acceptance within 15 Working Days. Individual cargo confirmations shall be issued no later than 20 Working Days before the start of each loading window.

18.Quality claims and disputes

18.1 A quality claim must be submitted by the claiming Party in writing within 30 days of the completion of discharge (for petroleum products) or within 15 days of completion of unloading (for LNG/LPG). Claims submitted outside this period are time-barred.

18.2 The claim must be accompanied by the Inspector's CoQ from the discharge port and, where the claim relates to contamination, a detailed contamination analysis report from a certified laboratory.

18.3 The Parties shall attempt to resolve quality disputes by reference to the retained sealed samples within 30 days. If the dispute is not resolved, the matter shall be submitted to the LCIA under Clause 20. Pending resolution, no withholding of payment is permitted.

18.4 Remedies for off-spec Product: (a) price adjustment agreed by both Parties to reflect the actual quality; or (b) rejection and replacement by Seller within a period to be agreed. The Buyer shall not unreasonably withhold acceptance of a reasonable price adjustment.

19.Confidentiality

19.1 Each Party shall keep confidential all information relating to this Agreement, the Deal Confirmation, the pricing, and the counterparty's business, and shall not disclose such information to any third party without the other Party's prior written consent, except: (a) to legal, financial, or technical advisors bound by equivalent confidentiality obligations; (b) as required by applicable law, regulation, or court order; (c) to banks and financial institutions in connection with the LC or Performance Bond.

19.2 The confidentiality obligation survives the termination of this Agreement for a period of 3 years.

20.Governing law and arbitration

20.1 This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to conflicts of law principles.

20.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (current edition), which Rules are deemed incorporated into this clause. The seat of arbitration shall be London. The language of arbitration shall be English. The tribunal shall consist of three arbitrators unless the Parties agree on a sole arbitrator.

20.3 Nothing in this clause prevents either Party from seeking urgent injunctive or interim relief from a court of competent jurisdiction pending the constitution of the arbitral tribunal.

21.Termination

21.1 Either Party may terminate a Deal Confirmation with immediate effect by written notice if the other Party: (a) fails to deliver or pay when due and does not remedy the failure within 3 Working Days of written notice; (b) commits an Insolvency Event; (c) becomes a Designated Person under any applicable sanctions regime; or (d) commits a material breach of Clauses 13, 14, or 15.

21.2 Fail of Delivery. If the Seller fails to deliver the Product within the laycan for any reason other than force majeure, the Buyer may: (a) call the Performance Bond; (b) purchase replacement product on the open market and recover the price differential from the Seller; and (c) claim all reasonable costs, expenses, and losses directly resulting from the Fail of Delivery.

21.3 For long-term SPAs, termination requires 30 days' written notice following a material breach that is not remedied within 20 Working Days of notice.

22.Entire agreement and amendments

22.1 This Agreement, together with the Deal Confirmation and any applicable SPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and agreements.

22.2 No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties. Email exchanges do not constitute a written amendment unless expressly stated to be so by both Parties.

22.3 If any provision of this Agreement is held invalid or unenforceable by any court or arbitral tribunal of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect.

Document reference: EBF-GTC-REFINED-2024-v1.0
Effective date: 1 January 2024
Governing law: Laws of England and Wales
Arbitration: LCIA, London
Issuer: Eurabelt Fuels Ltd
Status: Operative — incorporated by reference into all Deal Confirmations for refined petroleum products, LNG, and LPG executed by Eurabelt Fuels Ltd from 1 January 2024.