General Provisions for Bulk Sales FOB (Named Port of Shipment) Sales

1. Delivery, Title and Payment
Section 1.1. Delivery of the Product shall be made to Buyer onboard the vessel provided by Buyer at the port of loading. Delivery shall be deemed complete and title to and risk of loss of the Product shall pass to Buyer as the Product passes the vessel's permanent 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. Any loss of or damage to the Product, or loss or damage to any property of Seller or Seller's supplier or Terminal Operator, or any Product pollution caused by the fault of the vessel, shall be for Buyer's account.

Section 1.2. Payment for the Product shall be made 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. Any time prior to the Acceptance Date Range, 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 the cargo, any demurrage resulting from delays to Buyer'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 Acceptance Date Range for each delivery, or the process for determining it, shall be set forth in the Particular Terms.

Section 2.2. Any vessel to be nominated for loading shall first be submitted by Buyer to Seller for vessel clearance. Buyer shall provide the vessel name and sufficient information to uniquely identity the vessel, and any other information requested by Seller and/or other questionnaire applicable to the port of loading as may be required by Seller, Seller's supplier, or Terminal Operator. Seller shall have the right to refuse acceptance of any vessel submitted if, in Seller's sole opinion, Seller determines that such vessel is unacceptable. Seller shall incur no liability in denying acceptance and Seller's acceptance of any vessel for loading shall not constitute a continuing acceptance of such vessel for any subsequent loading. If a vessel nominated by Buyer is rejected, Buyer shall promptly nominate an acceptable vessel.

Section 2.3. At least ten (10) calendar days before the first day of the Acceptance Date Range, Buyer shall give Seller written notice of the following:

(a) the name of the vessel accepted by Seller in accordance with Section 2.2,

(b) the grade of Product to be loaded,

(c) the quantity of Product to be loaded, within the tolerance specified in the Particular Terms,

(d) the Acceptance date range specified in or established in accordance with the Particular Terms,

(e) the name of the port or ports of discharge,

(f) the name of the independent inspector as agreed between Buyer and Seller, if applicable,

(g) the name of the vessel's agent at the load port,

(h) full detailed instructions regarding the preparation and disposition of Bills of Lading and other cargo documents reasonably required, and

(i) such other information as Seller may reasonably require.

Buyer shall give all such notices to Seller's operations contact as specified in the Particular Terms, or as otherwise advised by Seller in writing.

Section 2.4. If Buyer has nominated a vessel under Section 2.3. earlier than ten (10) calendar days before the first day of the Acceptance Date Range, Buyer shall have the right to substitute another vessel for the vessel nominated provided that notice thereof is given no later than 10 days prior to the Acceptance Date Range and that all other requirements of Sections 2.2. and 2.3. are met.

Buyer may substitute another vessel for a vessel nominated under Section 2.2. with less than ten (10) days notice prior to the first day of the Acceptance Date Range, provided that: (a) all other requirements of Sections 2.2. and 2.3. are met; (b) Seller agrees that such substitution may still be made with all relevant parties and authorities in the country and at the port of loading; and (c) Seller shall not be responsible for any delay to Buyer's vessel that occurs as a result of the substitution, whether or not Buyer's vessel tenders effective Notice of Readiness within the Acceptance Date Range.

Section 2.5. Buyer shall warrant that any vessel nominated or substituted shall be owned or demised chartered by a member of the International Tankers Owners Pollution Federation Ltd. ("ITOPF"). Buyer 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. Buyer 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.

Section 2.6. Unless otherwise required by Seller, any vessel nominated under Section 2.2. shall be capable of loading a full cargo within twenty-four (24) hours.

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3. Vessel Berths
Section 3.1. Subject to Section 4.3. all vessels taking delivery of Product at the load port shall be furnished a berth at the load port as allowed by the Terminal Operator, usually, but not necessarily, in the same order that they have tendered their Notice of Readiness to load. Seller or Terminal Operator may refuse to berth or load any vessel that, in Seller or Terminal Operator's opinion fails to conform or comply with the regulations and operating guidelines of the Terminal Operator, or is deemed unsafe to berth or load. Seller shall provide, or cause to be provided, a berth for Buyer's vessel free of all wharfage, dockage and quay dues that such vessel, providing it meets terminal limitations, can proceed to, lie at, and depart from, always safely afloat; provided, however, Seller shall not 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 Seller's failure to exercise reasonable care and that 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 Buyer.

Section 3.2. Seller or Terminal Operator may require Buyer to shift the vessel at the load port from one safe berth or anchorage to another safe berth or anchorage. Seller 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 Buyer's purposes shall be at Buyer's expense and time so consumed shall not count as used laytime.

Section 3.3. Discharge of dirty ballast, bilges, slops or other substance(s) into water adjacent to the terminal is prohibited. Discharge of dirty ballast to shore facilities shall be permitted at the Terminal Operator's sole discretion and shall be subject to the Terminal Operator's regulations and guidelines.

Section 3.4. A vessel fitted with an inert gas system ("IGS") will not be permitted to berth or load cargo unless the IGS is in good order and the tanks are inerted. When an IGS-equipped vessel arrives with the system inoperative, the vessel will not be berthed until the IGS is operative and the tanks are inerted and until that time Notice of Readiness shall not be given and laytime shall not commence.

Section 3.5. Each vessel shall vacate her berth as soon as safely possible after she is loaded. If failure to so vacate is attributable to one or more of the owner, operator, Master, officers and crew of the vessel, the vessel's agent or Buyer, Buyer shall pay Seller for any resultant demurrage, loss or damage that Seller may incur, including such as may be incurred due to resulting delay in the berthing of other vessels awaiting their turn to load.

Section 3.6. Buyer's vessel shall comply with all applicable governmental and port authority regulations and Seller or Seller's supplier's regulations in force at the load port relating to vessel operations and safety.

Section 3.7. Unless excused by events described in Section 8.1, Buyer shall be liable for all direct costs and expenses incurred by Seller resulting from Buyer's vessel not tendering Notice of Readiness before or during the Acceptance Date Range.

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4. Vessel Loading Conditions
Section 4.1. Buyer shall direct the Master of the vessel to notify the Terminal Operator of the vessel's estimated time of arrival (ETA), seventy-two (72), forty-eight (48) and twenty-four (24) hours before the ETA, or at such other times as may be required by Terminal Operator. If the Master of Buyer's vessel fails to give twenty-four (24) hours notice on time, the allowed laytime shall be extended by the amount of time equal to the period between the time final notice was given and twenty-four (24) hours before the vessel arrived. After the twenty-four (24) hour notice is given, the Master shall advise the Terminal Operator of any deviation of two (2) hours or more from the last given ETA.

Section 4.2. Upon the vessel's arrival at the customary anchorage for the load port, the Master or his representative shall tender to the terminal Notice of Readiness of the vessel to load Product.

Section 4.3. If the vessel tenders Notice of Readiness during its Acceptance Date Range, laytime shall begin, subject to all other provisions of this Agreement, upon the expiration of six (6) hours after the tendering of Notice of Readiness as provided in Section 4.2, or on commencement of loading, whichever occurs first. If the vessel tenders Notice of Readiness before its Acceptance Date Range the Notice of Readiness shall not be effective until 0001 hours on the first day of such range, and laytime shall begin on commencement of loading, or six (6) hours after the effective tender of Notice of Readiness, whichever occurs first. If the vessel tenders Notice of Readiness after its Acceptance Date Range, Seller shall have the right to refuse to deliver the corresponding quantity of Product; if Seller elects to deliver the Product to such vessel, laytime shall on commencement of loading. Laytime shall cease and loading shall be deemed completed upon disconnection of loading arms.

Section 4.4. Seller shall be allowed thirty-six (36) running hours as laytime within which to complete loading of each full or part cargo of Product. The total laytime allowed Seller shall be increased by two (2) hours for each additional grade of Product loaded by Seller on the vessel at the same load port. Any time consumed due to any of the following shall not count as used laytime or time on demurrage:

(a) delay to the vessel in reaching berth or in the commencement or completion of loading caused by conditions falling within the provisions of Section 8.1, except as provided in Section 5.2;

(b) breakdown or inability of the vessel's facilities to receive the cargo;

(c) failure to load or delay in loading attributable to one or more of the owner, agent, charterer, Master, officers and crew of the vessel, the vessel's agent, Buyer, tugboats or pilots;

(d) delay due to fault of vessel or its Master or crew handling or shifting of ballast, bilges, slops or other substance(s), or bunkering not accomplished concurrently with cargo loading operations;

(e) delay due to awaiting tides, daylight, customs and immigration clearance of the vessel or free pratique;

(f) delay to the vessel in reaching her berth or in commencement of loading or completion of loading caused by adverse weather or seas that either affects Buyer's vessel directly, or indirectly because of delay to other vessel(s) that arrived prior to Buyer's vessel; provided that the delay to the other vessel (s) was also caused by adverse weather or seas;

(g) vessel proceeding from anchorage to all fast at loading berth or vessel lining up; and

(h) delay in or suspension of loading ordered by the operator because of the Buyer's failure to comply with the requirements of this Agreement in respect of payment or otherwise.

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5. Demurrage
Section 5.1. Except as hereinafter provided, for all time that used laytime at the loading port exceeds the allowed laytime, Seller shall pay demurrage in U.S. dollars to Buyer upon Seller's verification of Buyer's claim therefor. Demurrage shall be computed on the lesser of an hourly basis or pro rata thereof in accordance with Worldscale Tanker Nominal Freight Scale ("Worldscale"), or such generally accepted scale as may replace Worldscale, for the size parcel in question, adjusted to the level of the Average Freight Rate Assessment ("AFRA") in force on the day of tendering Notice of Readiness to load the vessel used, or the demurrage rate specified in the charter party. Buyer shall only be entitled to recover demurrage from Seller to the extent that Seller is able to recover such demurrage from Seller's supplier or Terminal Operator. Seller shall not be obligated to pay any amounts in excess of the amount that it so recovers and in no event shall Seller be liable for payment of demurrage hereunder in excess of the amount that is actually paid to the vessel by Buyer for demurrage related to the cargo delivered by Seller. Seller shall, however, endeavor in good faith to recover from Seller's supplier any demurrage for which Buyer has presented a demurrage claim in accordance with Section 5.4.

Section 5.2. While Seller shall not normally be liable for demurrage if prevention or delay of loading results from conditions falling within the provisions of Section 8.1, as provided in Section 4.4(a), it shall be liable for demurrage in such circumstances if said prevention or delay is caused by strike, labor stoppage, accident, fire explosion, or mechanical failure in the course of normal operations of terminal facilities or loading equipment that are under the operational control of Seller, but only at one-half of the rate determined in accordance with Section 5.1.

Section 5.3. If Seller shall become liable to Buyer for demurrage hereunder, Seller shall not be liable for any other damages, direct or indirect, arising out of the occurrence that created the demurrage liability.

Section 5.4. Demurrage claims must be accompanied by such supporting data and other documentation as Seller may reasonably request. SUCH CLAIMS MUST BE MADE AND SO ACCOMPANIED WITHIN NINETY (90) DAYS FROM THE DATE OF THE COMPLETION OF LOADING OR THE CLAIM SHALL BE DEEMED TO HAVE BEEN WAIVED.

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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 loading, such as agency fees, towage, pilotage, customs entrance and clearance fees and customs overtime shall be borne by the Buyer. Consular fees shall be paid by the Buyer.

Section 6.2. Any and all duties, taxes, excises, charges or other imposts (including any value added tax or general sales tax, but excluding any income, franchise or like tax levied on, or measured by, a party's net income) now or hereafter imposed, levied or assessed by any governmental department, authority or body, on or as a result of the transfer or sale contemplated by this Agreement is strictly for Buyer's account and shall, if collectible or payable by Seller, be paid or reimbursed by Buyer on demand by Seller, and incorporated as an additional charge on Seller's invoice. Buyer specifically agrees to hold Seller harmless from, and indemnify Seller against, any such imposts, including any interest and penalties thereon. If Buyer claims exemption from any of the above imposts, then Buyer must furnish Seller with a properly completed and executed exemption certificate, in the form and within the time limit prescribed by the appropriate taxing authority in lieu of payment or reimbursement of such imposts to Seller.

Section 6.3. Seller shall pay the costs of customs formalities necessary for exportation, and shall secure all export permits, certificates of origin and invoices that may from time to time be required with respect to the Product sold and delivered hereunder; Buyer shall execute and deliver, or cause to be executed and delivered, to Seller or Seller's supplier such certificates and other documents, including certificates of discharge, as may be requested from time to time by Seller or Seller's supplier. In the event that Buyer fails to execute and deliver such documents as Seller may request in a timely manner, Buyer shall be responsible for any costs or damages incurred by Seller, and Seller may at its option forthwith suspend this Agreement.

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7. Quality, Quantity and Inspection
Section 7.1. 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 may also, at its own expense, 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 THAT 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 other 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. Notices
Section 16.1. 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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17. Definitions and Miscellaneous
Section 17.1. Unless otherwise expressly provided, wherever used in this Agreement the following terms shall have the following meanings:

(a) "Acceptance Date Range" means the one to three day range (or whatever is normally accepted for the loading terminal in question) established in accordance with the standard practice of the terminal, during which period Buyer's vessel shall tender its Notice of Readiness.

(b) "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(b), "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;

(c) "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;

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

(e) "Free on Board (FOB)" shall have the meaning ascribed to it in Incoterms 2000 edition, except as otherwise provided in this Agreement;

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

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

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

(i) "Product" means product sold hereunder;

(j) "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;

(k) "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;

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

(m) "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

(n) "vessel" means a tank ship employed for the purpose of transporting Product.

Section 17.2. 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 17.3. No modification or amendment to this Agreement shall be binding unless agreed in writing by both parties hereto.

Section 17.4. 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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