General Provisions for Bulk Sales CFR and CIF (Named Port of Destination) Sales

1. Delivery, Title and Payment
Section 1.1. Delivery of the Product shall be made to Buyer onboard the vessel provided at Seller's expense to transport the Product to the agreed discharge port. Delivery shall be complete and title to and risk of loss of the Product shall pass to Buyer as the Product passes the vessel's manifold flange at the load port. Seller hereby expressly warrants that it has marketable title, free and clear of any liens or encumbrances to the Product sold and delivered hereunder, and that Seller has full right and authority to transfer such title and effect delivery of such Product to Buyer.

Section 1.2. Payment for the Product shall be made to Seller against Seller's invoice (without offset, deduction, or discount) and three of three (3/3) properly issued and endorsed clean original Bills of Lading, certificates of quantity, quality, and origin, or equivalent documents as issued by the loading terminal, or in lieu of temporarily missing documents, Seller's letter of indemnity in form and substance acceptable to Buyer, in U. S. dollars by telegraphic transfer of immediately available funds to Seller at such address or depository as Seller may designate in writing. If the payment due date falls on a Sunday, or on a Monday that is a bank holiday in the place where payment is to be made, payment shall be made in immediately available funds to Seller on the next banking day after such payment due date. If the payment due date falls on a Saturday, or on a bank holiday other than a Monday in the place where payment is to be made, payment shall be made in immediately available funds to Seller on the last banking day prior to such payment due date.

Section 1.3. Anytime prior to commencement of loading of the Product, Seller shall have the right to require Buyer to establish in Seller's favor for any cargo of Product either:

(a) A parent company assurance in form and substance satisfactory to Seller of the prompt payment, when due, of any and all present or future indebtedness of Buyer as a result of any sale of Product hereunder; or

(b) An irrevocable letter of credit in form and substance specified by Seller issued or confirmed by a bank acceptable to Seller and in an amount sufficient to cover the estimated invoice amount of the shipment. All bank charges attendant to such letter of credit shall be for the account of Buyer.

(c) The Buyer shall periodically provide to Seller that financial information or security deemed necessary by Seller to support any credit extension. If during the life of this contract, the financial capacity of the buyer becomes impaired or unsatisfactory to Seller in the sole judgment of Seller, advance cash payment or security satisfactory to Seller shall be given by the Buyer on demand by Seller and shipments/deliveries may be withheld until such payment or security is received.

Failure of Buyer to comply with this Section 1.3. shall be a breach by Buyer entitling Seller to terminate the Agreement and claim damages. If Seller elects to load and/or discharge the cargo, any demurrage resulting from delays to Seller's vessel pending receipt by Seller of required credit document in form and substance acceptable to Seller shall be for Buyer's account.

Section 1.4. Any amount payable for any cargo of Product or otherwise payable by Buyer to Seller hereunder shall, if not paid when due, be subject, at Seller's sole discretion, to a service charge at the rate of two percent (2%) per thirty (30) day period or the maximum rate permitted under applicable law, whichever is less. If at any time Seller considers Buyer's financial condition inadequate to meet Buyer's obligation hereunder, cash payment in advance or security acceptable to Seller may be required before delivery and Seller may declare any amount then outstanding from Buyer to be immediately due and payable.

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2. Nomination of Vessels
Section 2.1. The scheduling of each delivery, or the process for determining it, shall be as set forth in the Particular Terms.

Section 2.2. Unless otherwise agreed, at least ten (10) calendar days before the first day of the loading date range, Seller shall notify Buyer of:

(a) the name of the vessel,

(b) the grade and approximate quantity of Product to be loaded, and

(c) the estimated time of arrival at the load port.

Buyer shall give notice accepting or rejecting the vessel within one (1) working day after receipt of such nomination, and shall not unreasonably reject any nomination. At least nine (9) calendar days before the first day of the loading date range, Buyer shall advise Seller of documentation instructions and the distribution thereof. Buyer shall provide such notice and documentation instructions to Seller's Operations Contact as specified in the Particular Terms, or as otherwise advised by Seller in writing. Section 2.3. As soon as possible after the vessel's departure from the load port, Seller shall provide Buyer with written notice of the following:

(a) the name of the vessel,

(b) the quantity of Product loaded,

(c) the estimated date of arrival at the discharge port within a three (3) day range, and

(d) the name of vessel's agent at the discharge port.

Section 2.4. Seller warrants that any vessel nominated or substituted shall be owned or demised chartered by a member of the International Tankers Owners Pollution Federation Ltd. (ITOPF). Seller further warrants that it shall ensure that the vessel nominated or substituted carries on board a certificate of insurance as described in the Civil Liability Convention for Product Pollution Damage and that the vessel has in place insurance cover for Product pollution no less in scope and amounts than is available under the rules of Protection and Indemnity Clubs entered into among the International Group of P and I Clubs. Seller shall endeavor to ensure that any vessel nominated shall comply with the International Safety Management (ISM) Code which came into effect on July 1, 1998, and any amendments thereto.

Section 2.5. Bills of Lading will be issued for all cargo shipped. The carriage of cargo under Bills of Lading issued for the cargo shall be subject to the U.S. Carriage of Goods by Sea Act of 1936, except that if the Bills of Lading are issued at a place where any other act or ordinance or legislation gives statutory effect to the International Convention for the Unification of Certain Rules relating to Bills of Lading at Brussels, August, 1924, then the Bills of Lading shall have effect subject to the provisions of such act, ordinance, or legislation. The Bills of Lading shall also incorporate verbatim, or be deemed to incorporate by reference, the following customary clauses from the standard "Asbatankvoy" form of Tanker Voyage Charter Party: Clause Paramount, Jason Clause, General Average, Both to Blame, Limitation of Liability, War Risks, and such clauses and Act referred to therein; the word "carrier" shall include one or more of the vessel, the owner, Master, demise charterer, and any substituted carrier, as the case may be.

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3. Vessel Berths
Section 3.1. Subject to Section 4.3. all vessels discharging cargo at the discharge port shall be furnished a berth in order of their tendering Notice of Readiness, except when in the opinion of the Terminal Operator, considerations of safety or efficient operation of the terminal make necessary the berthing of vessels in another order. Buyer shall provide, or cause to be provided, a safe berth for the vessel free of all wharfage, dockage and quay dues which such vessel, provided it meets terminal limitations, can proceed to, lie at, and depart from, always safely afloat; provided, however, neither Buyer nor the Terminal Operator shall be deemed to have warranted the safety of any such berth or terminal and shall be under no liability in respect thereof, except for loss or damage caused by the terminal operator's failure to exercise reasonable care as herein provided and which could not have been avoided by the exercise of due care by one or more of the owner, operator, Master, officers and crew of the vessel, the vessel's agent or Seller.

Section 3.2. Buyer may require Seller to shift the vessel at the discharge port from one safe berth or anchorage to another safe berth or anchorage. Buyer shall pay all extra expenses incurred in shifting the vessel, and time consumed on account of such shifting shall count as used laytime. Shifting of the vessel for Seller's purposes shall be for Seller's account and time so consumed shall not count as used laytime.

Section 3.3. In the event that all or part of the cargo of Product must be lightered from the vessel prior to, or subsequent to berthing at Buyer's terminal, such lightering shall be arranged for by Buyer and all costs and risks attendant to the lightering operation, including mother vessel demurrage and shifting between lightering area and berth, shall be for Buyer's account. Lightering shall be subject to Seller's agreement and approval of lightering vessels.

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5. Demurrage
Section 5.1 Except as hereinafter provided, for all time that used laytime at the discharge port exceeds the allowed laytime, Buyer shall pay demurrage in U.S. dollars to Seller upon Buyer's verification of Seller's claim therefore. For all vessels owned or time chartered by Seller or its affiliates, such demurrage shall be computed on an hourly basis or pro rata thereof in accordance with New Worldwide Tanker Nominal Freight Scale ("Worldscale"), or such generally accepted scale as may replace Worldscale, for the size vessel in question, adjusted to the level of the Average Freight Rate Assessment ("AFRA") in force on the day of tendering of Notice of Readiness to load the vessel used. For all voyage chartered vessels, demurrage shall be computed at the demurrage rate specified in the charter party. In no event shall Buyer be liable for payment of demurrage hereunder in excess of that amount actually paid to the vessel by Seller for demurrage related to the cargo received by Buyer. For tows, barges, and ocean barges under 16,000 DWT, demurrage is to be based on the rate specified in the vessel's transportation contract or at any previously negotiated rate between the parties. For demurrage purposes, all barges or tows operating as a unit shall be considered collectively as one barge or tow.

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6. Port Charges, Taxes and Export Permits
Section 6.1. All port charges, port dues and other taxes against the vessel at the port of discharge, other than those defined by Worldscale as being for vessel owner's account, shall be borne by the Buyer.

Section 6.2. Buyer shall be the importer into the country of destination for the Product delivered hereunder. All duties, taxes and other official charges as well as the costs of carrying out customs formalities payable upon importation of the Product shall be arranged by and shall be for the account of the Buyer.

Section 6.3. Buyer shall pay (or reimburse Seller for its payment of) any taxes, duties, tolls, fees, imposts, charges or other exactions, or the equivalent amounts thereof, now or hereafter imposed, levied or assessed by any government or person purporting to act with governmental authority upon, measured by, incident to, or as a result of the transaction herein provided for or the transportation, importation, production, manufacture, transfer, use, or ownership of the goods or source materials thereof that are the subject matter of this Agreement. Buyer and Seller represent that they are exempt from all state, local and federal manufacturing taxes, and properly licensed for reselling in state and local jurisdictions, and will supply copies of appropriate licenses and exemption documentation upon request. Notwithstanding the foregoing, this provision shall not apply to (a) income, franchise, or similar taxes levied on or measured by a party's net income; (b) business and occupation taxes levied on or measured by a party's gross income; and (c) personal property taxes levied on or measured by the value of the goods that are the subject matter of this Agreement, to the extent such taxes are applicable or allowable to periods in which the party had title to the goods taxed.

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7. Quality, Quantity and Inspection
Section 7.1. Unless otherwise specified in the Particular Terms, the quality of Product delivered hereunder shall be the quality as made available at the time and place of loading and as carried by Seller's vessel. The quantity and quality shall be determined at the load port by the Terminal Operator in accordance with the latest ASTM Standards and API Manual of Petroleum Measurement Standards (MPMS) generally accepted in the petroleum industry and in use at the terminal. Such determinations shall be reported in the certificates of quality and quantity (or such other equivalent documents as may be issued by the loading terminal) and shall be the invoice quantity.

Section 7.2. Buyer may elect to have quantity and quality determinations witnessed at load port by a licensed independent petroleum inspector satisfactory to both parties, and each party shall bear one-half of the charges therefor.

Section 7.3. Where permitted by the Terminal Operator, Buyer, at its own expense, may also appoint a representative to witness quality and quantity determinations.

Section 7.4. Notice of claim as to defect in quantity or quality with respect to any cargo of Product shall be made in writing to Seller immediately after such apparent defect is discovered. Any such notice of claim shall be followed promptly by a formal written claim with all necessary details to properly process such claim. IF NO FORMAL WRITTEN CLAIM IS RECEIVED WITHIN THIRTY (30) DAYS AFTER DELIVERY OF THE PRODUCT TO THE BUYER, THE CLAIM SHALL BE DEEMED TO HAVE BEEN WAIVED. Buyer shall only be entitled to recover any costs, losses or damages incurred for shortage in quantity or defect in quality of Product from Seller to the extent that Seller is able to recover such shortage or defect from Seller's supplier or host country government. Seller shall, however, endeavor in good faith to recover from Seller's supplier any shortage or defect for which Buyer has presented a claim pursuant to this Section. The date of the completion of loading (all hoses disconnected) shall be deemed the date of delivery.

Section 7.5. THERE ARE NO GUARANTEES, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE OR OTHERWISE WHICH EXTEND BEYOND THE DESCRIPTION OF THE PRODUCT SET FORTH IN THIS AGREEMENT.

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8. Force Majeure
Section 8.1. Seller shall not be obligated to sell or deliver nor shall Buyer be obligated to purchase or receive Product pursuant to Section 1.1. hereunder to the extent that any one or more of the following events prevent, restrict or delay the production, transportation, sale, delivery or receipt of Product from which the Product would primarily be manufactured in the customary manner, whether the event affects Seller or Buyer directly or affects Seller indirectly by affecting Seller's supplier:

(a) Compliance, voluntary or involuntary, with a direction or request of any government or person purporting to act with governmental authority, including without limitation acquiescence in and voluntary agreement to a change in the present relationships with any government resulting from the initiative of such government or a person purporting to act for such government,

(b) Total or partial expropriation, nationalization, confiscation, requisitioning or abrogation or breach of a government contract or concession;

(c) Closing or restriction on the use of a port or pipeline;

(d) Maritime peril, storm, earthquake, flood;

(e) Accident, fire, explosion;

(f) Hostilities or war (declared or undeclared), embargo, blockade, riot, civil unrest, sabotage, revolution, insurrection;

(g) Strike or other labor difficulty (whomsoever's employees are involved), even though the strike or other labor difficulty could be settled by acceding to the demands of a labor group;

(h) Loss or shortage of producing, delivery or transportation facilities, equipment, labor or material caused by circumstances beyond the reasonable control of the party affected;

(i) Any event reasonably beyond the control of the party affected, whether or not similar to those listed above, including without limitation any failure of Seller's supplier to deliver Product due to any of the events set forth hereinabove.

As used in this Section, "in the customary manner" means in accordance with the general practices of the petroleum industry; "transportation" means transportation of Product to Seller or to Seller's supplier; and "government" shall include without limitation any company controlled by a government.

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9. Shortage of Product
Section 9.1. Whenever in Seller's sole opinion there is such a shortage of Product at any one or more of the present or future regular sources of supply of Seller or its affiliates to such an extent that Seller and its affiliates expect that they will not meet their own requirements and their requirements for sales to customers of all kinds, Seller may reduce sales and deliveries of Product to Buyer to such extent as Seller may see fit. During any shortage Seller shall not be obligated to acquire additional Product or to sell Buyer any additional Product that Seller may acquire.

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10. Effect of Suspension or Reduction
Section 10.1. In the event of any suspension or reduction of sales and deliveries due to causes stated in Section 8.1. or 9.1, Seller shall not be obligated to sell and Buyer shall not be obligated to buy, after the period of suspension or reduction, the undelivered quantity of Product that normally would have been sold and delivered hereunder during the period of suspension or reduction.

Section 10.2. Any party that relies on Section 8.1. or 9.1. shall give the other party prompt notice thereof, specifying the anticipated amount and duration of any suspension or reduction of sales and deliveries. It shall also give prompt notice when it no longer expects to rely thereon, and sales and deliveries shall be reinstated subject to all other conditions of this Agreement.

Section 10.3. Nothing in Sections 8.1. or 9.1. shall relieve Buyer or Seller, as the case may be, of the obligation to pay in full in United States currency for the Product sold and delivered hereunder and for all other amounts due by such party to the other under this Agreement.

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11. Health, Safety and the Environment
Section 11.1. Nothing herein shall excuse Buyer from complying with all laws, regulations and decrees that may require Buyer to provide its employees, agents, contractors, users and customers who may come into contact with the Product with a copy of any safety information and/or that require Buyer to ensure that the recommendations relating to the handling of the Product are followed. Compliance with any recommendation contained in safety information shall not excuse Buyer from complying with all laws, statutes, regulations or decrees of any state or territory having jurisdiction over Buyer.

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12. Waiver and Nonassignability
Section 12.1. Waiver by one party of the other's breach of any provision of this Agreement shall not be deemed a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision or provisions hereof.

Section 12.2. This Agreement shall not be assignable by either party without the written consent of the other, which shall not be unreasonably withheld, except that Seller and Buyer may assign this Agreement to any affiliate, provided that any such assignment shall not release the assigning party of any of its obligations hereunder and provided that the other party is not prevented by any applicable law from doing business with the assignee.

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13. New or Changed Regulations
Section 13.1. It is understood by the parties that Seller is entering into this Agreement in reliance on the laws, rules, regulations, decrees, agreements, concessions and arrangements (hereinafter called "Regulations") in effect on the date hereof with governments, governmental instrumentalities or public authorities affecting the Product sold hereunder including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, export, trading or delivery thereof, insofar as such regulations affect Seller or Seller's supplier.

Section 13.2. In the event that at any time and from time to time any regulations are changed or new regulations become effective, whether by law, decree or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefore, and the material effect of such changed or new regulations (a) is not covered by any other provision hereunder, and (b) has a material adverse economic effect upon Seller, Seller shall have the option to request re-negotiation of the prices or other pertinent terms hereunder. Such option may be exercised by Seller at any time after such changed or new regulation is promulgated, by written notice of desire to re-negotiate, such notice to contain the new prices or terms desired by Seller.

Section 13.3. If the parties do not agree upon new prices or terms satisfactory to both within thirty (30) days after Seller gives such notice, Seller shall have the right to terminate this Agreement at the end of the said thirty (30) day period. Any Product delivered during such thirty (30) day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed regulations concerned.

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14. Governing Law and Settlement of Disputes
Section 14.1. The governing law of this Agreement and the making thereof shall be the law of the State of New York, U.S.A., exclusive of its rules on choice of law, except that a reference to "applicable law" is a reference to the law that would be applicable absent a choice of law by the parties. The parties agree to submit to arbitration in the City of New York in accordance with the applicable rules then in force of the American Arbitration Association in order to settle any and all disputes relating to or arising out of this Agreement or the Product sold hereunder. Each provision hereof is to be deemed severable and if any provision contravenes any applicable law, the same shall be deemed to be amended so as to conform to such law or to be deleted if it cannot be amended so as to conform.

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15. Insolvency
Section 15.1. If either party shall become insolvent or shall make an assignment for the benefit of creditors, or if any of the business or property of either party shall come into the possession of a receiver or of any other governmental or court agency acting on behalf of creditors, or if any proceedings under any bankruptcy or insolvency act or acts for the relief of debtors shall be commenced against, by or in respect of either party, or if any execution shall be issued against the property of either party, or if any judgment against either party, not fully bonded, shall remain unpaid in whole or in part for at least ten (10) days after the entry thereof, the other party may forthwith terminate this Agreement by written notice given at any time while such status continues.

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16. Insurance
Section 16.1. If the Product is delivered on a "CIF" basis, Seller shall obtain cargo insurance at its own expense such that the Buyer, or any other party having an insurable interest in the cargo, shall be entitled to claim directly from the insurer and Seller shall provide Buyer with the insurance policy or other evidence of insurance cover. Unless otherwise agreed, the minimum insurance shall cover 110 percent of the CIF value of the goods and shall cover all risks of contamination and all risks of physical loss or damage to the cargo from any external cause as per Institute Cargo Clauses A (Institute of London Underwriters), including shortage and/or leakage in excess of 0.50 percent of the Bill of Lading quantity, to the extent covered in Clauses A. Seller may, however, assume all such risks in lieu of procuring insurance. If required by Buyer, Seller shall provide at Buyer's expense war, strikes, riots and civil commissions risk insurances, if procurable. The insurance shall cover the period of time from when risk passes at the load port until the Product passes the vessel's permanent hose connection at the discharge port. If, and so long as, voyages to any of the ports of loading or discharge under the Agreement, or any sea areas through which the vessel has to travel incur additional insurance or war risk insurance premiums (if applicable) in excess of those prevailing on the date of the Agreement for vessel's hull and machinery or cargo, or both, the cost of such additional insurance shall be paid by Buyer to Seller in addition to the price stipulated in the Agreement.

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17. Notices
Section 17.1. All notices, invoices and other communications under this Agreement shall be deemed given on the date of the addressee's receipt thereof and shall be given only by letter, telegram, cable, telex or facsimile.

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18. Definitions and Miscellaneous
Section 18.1. Unless otherwise expressly provided, wherever used in this Agreement the following terms shall have the following meanings:

(a) "affiliate" means a corporation controlling, controlled by or under common control with Seller or Buyer, as the case may be; for purposes of this subparagraph 17.1(a) "control" shall be measured by direct or indirect ownership of at least 50 percent of the shares entitled to vote at a general election of directors;

(b) "barrel" means 42 United States gallons measured at a temperature of 60 degrees Fahrenheit (60°F) and an absolute pressure of 29.92 inches of mercury;

(c) "day" and "month" mean a calendar day and a calendar month, respectively;

(d) "Cost and Freight (CFR)" and "Cost Insurance and Freight (CIF)" shall have the meanings ascribed to them in Incoterms-2000 edition, except as otherwise provided in this Agreement;

(e) "gallon" means a United States gallon of 231 cubic inches at 60°F;

(f) "metric ton'' means 2,204.62 pounds;

(g) "Particular Terms" means the contract telex or other form of agreement into which, by reference, these General Provisions are incorporated to form the Agreement;

(h) "Product" means the product sold hereunder;

(i) "Seller's supplier" means any company or government instrumentality from which Seller contemplates at the time in question obtaining the Product from which it is primarily manufactured directly or indirectly;

(j) "Terminal Operator" shall mean that party having responsibility for the day-to-day operations of the terminal, pier, wharf or offshore loading platform where the vessel loads or discharges;

(k) "ton" means a long ton of 2,240 pounds;

(l) "United States, "U.S.A." and "U.S." mean United States of America, and every reference to money or price pertains to United States currency; and

(m) "vessel" means a tank ship employed for the purpose of transporting Product to the agreed discharge port.

Section 18.2. In no event shall either party be liable for loss of profits or special, indirect, exemplary or punitive, or consequential damages. Without limiting the previous sentence, Seller shall not be liable for more than the difference between the contract price and the market price with respect to the relevant quantity of Product sold under this Agreement.

Section 18.3. No modification or amendment to this Agreement shall be binding unless agreed in writing by both parties hereto.

Section 18.4. The headings of the articles and sections are for convenient reference only and are not to be relied upon or to be considered part of this Agreement. In some instances an article or a section contains provisions not covered by the headings thereof; in other instances an article or a section contains provisions that are described in the heading of another article or section.

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