ENRON GAS & PETROCHEMICALS TRADING LIMITED ("Enron")

General Terms and Conditions (“GTC”)
Crude Oil, Products and Petrochemicals Transactions
(FOB)

1.	Transactions
1.1	The term "Transaction" refers to any agreement for the purchase or sale of crude oil, refined petroleum products or petrochemicals (all hereinafter referred to as "Products") between Enron Gas & Petrochemicals Trading Limited, or any division thereof ("Enron") and you ("Counterparty") (each a "Party").  The terms and conditions of each Transaction including but not limited to price, quantity/tolerance, Products description/specifications, location of the loading port and/or discharge port or other place of delivery and loading date range or discharge date range, shall be as set out on this website.  Such terms and conditions, together with this GTC, will constitute the Parties' entire agreement as to a particular Transaction and override and take the place of any terms or conditions emanating from or referred to by Counterparty. The term "Seller" shall mean the Party agreeing to sell and deliver the Products to Buyer, and the term "Buyer" shall mean the Party agreeing to purchase and receive Products from Seller.

1.2	A Transaction will be initiated by you offering to buy Products by clicking on the designated boxes on this website.  This website is not, and shall not be construed as, an offer to buy or sell by Enron.  Enron may accept or reject your offer at its sole discretion.  A Transaction shall be deemed executed at the time that Enron first signifies its acceptance of your offer, accessible on the Enron website server.  The Parties may also complete a written confirmation by way of record of the terms of each Transaction but in the event of any conflict Enron’s electronic records or paper copies of such records shall prevail.  All such Transactions shall constitute a single integrated agreement between the Parties, it being acknowledged that the parties are relying upon the fact that all such Transactions will form a single agreement and that the Parties would not otherwise enter into any Transactions.

1.3	Each Party acknowledges that it shall be legally bound by the terms of a Transaction and bound to perform the Transaction and entitled to rely on the other Party's performance from the time they enter into the Transaction in accordance with Section 1.2.  The Parties agree, to the extent not prohibited by applicable law, not to contest or assert a defence to the validity or enforceability of any Transactions entered into in accordance with this GTC under laws relating to (i) whether any employee or representative of the Party had authority to enter into the Transaction or (ii) the capacity of either Party or (iii) due authorisation of the Transaction by either Party.

2.	Payment and Credit
2.1	Buyer shall promptly deliver to Seller any such standby or documentary letter of credit or guarantee as may be required under a Transaction.  Whether or not any is so required, if (a) Seller determines that the financial condition of Buyer or Buyer's guarantor or letter of credit issuer (if any) has become impaired or unsatisfactory, whether or not Seller has granted credit to Buyer under a Transaction; or (b) for any other reason Seller determines it necessary to obtain security or adequate assurances of Buyer's financial responsibility, Seller may, in its sole discretion and upon notice to Buyer, require Buyer to provide Seller with satisfactory security for or adequate assurance of Buyer's performance.

2.2	Pursuant to Section 2.1, Seller's requirement for security or assurances may include, at Seller's option: (a) prepayment in an amount, as determined in Seller's sole discretion, up to the estimated maximum contract price of the Products to be delivered, plus freight, taxes and other charges, if applicable; (b) an irrevocable standby or documentary letter of credit in an amount, as determined in Seller's sole discretion, up to the estimated maximum contract price of the Products to be delivered, plus freight, taxes and other charges, if applicable, opened by Buyer for the benefit of Seller, in a form, and issued or confirmed by an international bank, acceptable to Seller in its sole discretion; or (c) delivery to Seller of a guarantee from Buyer's parent company or from another entity or person (acceptable, in each case, to Seller in its sole discretion) of the prompt payment, when due, of any and all present or future sums due to Seller from Buyer under a Transaction.  Any such standby or documentary letter of credit or guarantee shall be in such form as Seller may reasonably require and shall be delivered to Seller no later than two (2) days following Seller’s request therefor.

2.3	Notwithstanding anything to the contrary under a Transaction, if Buyer fails to open a letter of credit or provide a guarantee if required in accordance with a Transaction or the terms of Section 2.2 and Seller elects not to liquidate all Forward Contracts pursuant to Section 5.2, Buyer shall prepay the amount referred to in Section 2.2(a) to Seller by wire transfer in immediately available funds no later than two (2) days following receipt of notice requesting such prepayment.

2.4	Seller may withhold or cease any delivery (whether or not delivery has commenced) until Seller receives prepayment or an acceptable letter of credit or guarantee, as the case may be, pursuant to Sections 2.1 and 2.2.  Subject to Section 7, this right shall be in addition to, and not in limitation or exclusion of, any other rights or remedies which the Seller may have (whether by agreement, operation of law or otherwise including without limitation the right in relevant circumstances to treat any resulting period of delay as laytime used by Buyer or time on demurrage for which Buyer is responsible).  No resulting period of delay shall, however, count as laytime used by Seller or time on demurrage for which Seller is responsible. 

2.5	In the event that Buyer prepays or furnishes Seller with a letter of credit based upon the estimated maximum contract price of the Products to be delivered, then Buyer shall promptly pay any shortfall to Seller when due, and Seller shall remit to Buyer any overpayment by Buyer when the final invoice amount for the Products delivered is determined.

2.6	All bank charges and other fees, commissions, costs and expenses incurred by Seller or Buyer with respect to furnishing security or assurances (including without limitation any prepayment, letter of credit or guarantee) to Seller shall be for the account of Buyer.

2.7	Seller shall render invoices to Buyer, along with the documents against presentation of which payment is to be effected under a Transaction.  If any of such documents is not available for presentation to Buyer on or before the payment due date, Buyer agrees to pay Seller upon presentation of Seller's invoice plus Seller's telex or facsimile letter of indemnity in the format set out in the Schedule hereto.  Seller's furnishing of invoices or other documents (other than any shipping documents, bill of lading or certificate of insurance provided for under a Transaction) by hard copy, facsimile or telex shall constitute acceptable presentation.  Each Party shall provide the other Party with any other substantiating documents required under a Transaction. Payment to Seller shall be made to the bank and account designated by the Seller, either by direct payment or by wire transfer, and, subject to Section 5, without discount, set-off, deduction, withholding or counterclaim.  All payments shall be made in immediately available funds in the currency and at the place provided for.  Buyer represents that it has obtained the appropriate governmental approval, if any is required, for Buyer to enter into a Transaction permitting Buyer to make payments to Seller for the Products in such currency at such place.

2.8	Subject to Section 5, Buyer's obligation to pay shall survive any termination of a Transaction and shall not be deemed fulfilled until the total of Seller's invoice(s) has been credited in full into Seller's bank account.  Nothing shall relieve Buyer of the obligation to pay the total price for the Products delivered when due as provided herein.

2.9	If either Party does not pay any amount when due to the other, such unpaid amount shall bear interest from the due date until actual payment (both before and after any arbitral award or judgement) at LIBOR plus three per cent. (3%) (but such interest shall never exceed the maximum rate permitted by applicable law).  Such interest shall not be construed as an agreement by either Party to provide to the other extended credit.  For this purpose "LIBOR" shall be one month interest rate for the currency of payment per calendar month (or part thereof) that the amount remains unpaid at or about 11.00 am in London by National Westminster Bank Plc (or its successor in interest).  Such interest shall be payable to the other Party on demand therefor being made by that Party.

2.10	If the payment due date would otherwise fall on a Saturday or non-Monday weekday which is a bank holiday in the place of payment, then payment is to be made on the preceding banking business day in that place.  If the payment due date would otherwise fall on a Sunday or Monday which is a bank holiday in that place, then payment is to be made on the following banking business day in that place.

3.	delivery
3.1	The Products shall be delivered on an FOB basis into waterborne transportation.   The property in the Products shall pass to Buyer as the Products pass the flange connection between the delivery hose and the vessel’s permanent hose connection at the loading terminal, at which point of delivery Seller’s responsibility shall cease and the Products shall be at Buyer’s risk as from that time.  Buyer shall bear all liability with respect to the Products as a consequence of its ownership thereof.  Buyer agrees to indemnify, defend and hold Seller and its Affiliates harmless from liability for any and all claims, losses, demands, damages, costs or expenses of any kind or nature whatsoever, which arise out of Buyer’s ownership of the Products.

3.2	Notwithstanding anything to the contrary, if Buyer fails to take delivery of any quantity of Products made available for delivery (either over the whole period of a Transaction or any shorter periods as may be applicable under a Transaction), then such undelivered quantity shall, at Seller's option, cease to be deliverable to Buyer under a Transaction, such undelivered quantity shall be deducted from the total quantity of Products, without prejudice (subject to Section 7) to any other rights or remedies that Seller may have against Buyer, and Seller may sell or otherwise dispose of such undelivered quantity of Products at its sole and absolute discretion.  The provisions of this Section 3.2 shall apply whether Buyer is to receive a single delivery or more than one delivery.

4.	Indemnity
Buyer undertakes to Seller (for itself and on behalf of the other indemnified persons referred to below) that, notwithstanding Section 7, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates (as defined in Section 17.10) and its and their respective directors, officers, employees, attorneys, agents and assigns fully and effectively from and against all liabilities, losses, injuries, damages, costs and expenses (including without limitation legal fees and expenses), actions, proceedings, claims and demands of any kind or nature whatsoever (together "Liabilities") which any of them may suffer or incur arising directly or indirectly out of or in connection with all or any of the following, at or after the time when passing of the property in, or the risk of loss of, the Products to Buyer commences (whichever is earlier):

	(a)	any loss, spill, discharge or release of Products ("Loss") irrespective of the cause; or

	(b)	any act or omission on the part of Buyer or of (or of any person responsible for) any vessel, barge, discharging or receiving connection, discharging or receiving facilities and/or any mode of transport arranged or furnished by or for the account of Buyer or any of Buyer's consignees, nominees, employees and agents or any other person acting on behalf of Buyer; or

	(c)	the ownership, transportation, storage, formulation, packaging, labelling, use, resale or disposal of any Products (whether or not in the form supplied or with any change to their composition or used in combination with other materials); or

	(d)	any failure on the part of Buyer or any of its assigns, consignees and nominees to comply with any applicable Laws and Regulations (as defined in Section 13.2) in relation to the Products or with the requirements of Section 17.14; or

	(e)	any death, personal injury or disease suffered by any person or loss of or damage to any property or harm or damage to the environment arising out of any of (a) to (d) above or any breach by Buyer under a Transaction,

whether delivery is made to Buyer or any of its assigns, consignees or nominees and notwithstanding that any such Liabilities may be caused or contributed to by negligence on the part of Seller Provided that this indemnity shall not apply to the extent that any such Liabilities are caused by fraud or wilful default on the part of Seller or any other fault on the part of Seller liability to Buyer for which cannot, as a matter of English law, be excluded. Buyer's obligations under this Section 4 shall survive any termination of a Transaction, irrespective of any permitted assignment pursuant to Section 17.10 or any sale or transfer or other disposal of Buyer's interest in the Products.

5.	Default, Termination and Liquidation
5.1	Notwithstanding any other provision of this GTC, a default under a Transaction shall occur and be deemed to occur and a Party shall be deemed to be in default and to have repudiated a Transaction if:

	(a)	that Party fails to make payment in full when due under a Transaction;

	(b)	that Party fails to provide acceptable security or assurances of performance to Seller in accordance with Sections 2.1 and 2.2;

	(c)	that Party (or the issuer of a guarantee or letter of credit in relation to that Party's obligations under a Transaction - the "Issuer" - fails or defaults) with respect to any guarantee of performance or letter of credit provided under a Transaction as security for the obligations of that Party;

	(d)	that Party fails to take receipt or accept delivery or discharge of any Products in breach of a Transaction;

	(e)	that Party otherwise breaches any representation, covenant, warranty or obligation under a Transaction;

	(f)	that Party or any Issuer is guilty of any such failure or breach in relation to any Transaction and such failure or breach remains uncured after any applicable grace or notice period has elapsed; 

	(g)	that Party or any Issuer is dissolved (other than pursuant to a consolidation, amalgamation or merger);

	(h)	that Party or any Issuer becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

	(i)	that Party or any Issuer makes a general assignment, arrangement or composition with or for the benefit of its creditors;

	(j)	that Party or any Issuer institutes or has instituted against it proceedings seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

	(k)	that Party or any Issuer has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

	(l)	that Party or any Issuer seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

	(m)	that Party or any Issuer has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

	(n)	that Party or any Issuer convenes a meeting for the purpose of considering a voluntary arrangement;

	(o)	that Party or any Issuer causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (g) to (n) (inclusive) above; or

	(p)	that Party or any Issuer takes any action in furtherance of or indicating its consent to, approval of, or acquiescence in, any of the events specified in (g) to (o) (inclusive) above ;

(in each case, a “Default”.)

5.2	Notwithstanding any other provision of this GTC, in the event that either Party is in Default (the Party in default being herein referred to as the "Defaulting Party"), the Defaulting Party shall forthwith give notice thereof to the other Party (the "Non-Defaulting Party") and the Non-Defaulting Party, in its sole discretion, shall, by or at any time after giving notice specifying the nature of the Default to the Defaulting Party (in writing, or orally and later confirmed in writing, except in case of a Default specified in Section 5.1(g) to (p) inclusive, in which case no notice is required), be entitled to do any or all of the following:

	(a)	suspend its performance under any or all Transactions, (including, without limitation, where Buyer is the Defaulting Party, withholding the delivery of any Products or refusing to load any vessel nominated by Buyer, whether or not such nomination has been accepted);

	(b)	if the Defaulting Party is Buyer and Seller has delivered the Products to Buyer or its consignee in accordance with a Transaction, take possession of and/or collect upon and/or otherwise enforce any security provided by or on behalf of the Defaulting Party;

	(c)	liquidate any or all "Unperformed Contracts" (as defined in Section 5.5) then outstanding at any time or from time to time thereafter by declaring in such notice all such Unperformed Contracts terminated (whereupon they shall immediately be  terminated, but without prejudice to the rights of the Parties under the following provisions of this Section 5 or under Section 17.7) and the Non-Defaulting Party shall give written notice of any such declaration as soon as reasonably practicable (save that the automatic termination of all Unperformed Contracts shall be deemed to occur as of the moment immediately preceding any of the events set out in Section 5.1(g) to (p) inclusive); and/or

	(d)	exercise its rights under Section 5.4.

5.3	In the event that any Unperformed Contract(s) is or are terminated under Section 5.2 the following action shall be taken:

	(a)	the Non-Defaulting Party shall calculate its damages or gain ("Liquidation Amount") resulting from the termination of each and every such Unperformed Contract. The Liquidation Amount will be determined (such determination to be conclusive and binding in the absence of manifest error) by the Non-Defaulting Party by calculating the difference, if any, between the then prevailing market price of equivalent Products for delivery at or about the same time and place as provided for in such Unperformed Contract (as determined by the Non-Defaulting Party in a commercially reasonable manner at a time or times reasonably determined by such Party) and the contract price specified in such Unperformed Contract; and

	(b)	there shall be set off, netted or aggregated, as appropriate, all Liquidation Amounts (as determined in sub-clause (a)) together with any amount payable under Section 5.6, so that all such amounts are aggregated or netted to a single liquidated amount ("Termination Payment") representing the damages incurred by the Non-Defaulting Party and the amounts payable under Clause 5.6 to it less the gains accruing to it.  If, upon aggregating or netting all Liquidation Amounts, the calculation of the Termination Payment does not result in damages to the Non-Defaulting Party, the Termination Payment shall be zero, save in the case of automatic termination under any of Section 5.1(g) to (p) inclusive in which case (but only in that case) the Non-Defaulting Party shall be liable to pay to the Defaulting Party an amount equal to any gain accruing to the Non-Defaulting Party less the sum of the damages incurred by it and any amount payable under Clause 5.6 to it.  The Non-Defaulting Party shall give the Defaulting Party notice of the Termination Payment, with a supporting statement showing its calculation.  The Termination Payment shall be paid immediately upon receipt of such notice.  At the time for payment of any amount due under this Section 5, each Party shall pay to the other Party all additional amounts payable by it pursuant to a Transaction, but all such amounts shall be netted and aggregated with any Termination Payment payable hereunder.

5.4	If a Default occurs, then: 

	(a)	if under a Transaction the property in the Products has already passed to Buyer but the price is not yet due and payable, the Non-Defaulting Party may by notice (in writing, or orally and later confirmed in writing) declare (and there shall thereupon become) immediately due and payable the price for those Products; and/or

	(b)	the Non-Defaulting Party may from time to time set off any or all amounts which the Defaulting Party owes to it (under a Transaction and whether or not then due and whether or not including any such Termination Payment as is referred to in Section 5.3(b)) against any or all amounts which it owes to the Defaulting Party (under a Transaction and whether or not then due and whether or not including any such Termination Payment as is referred to in Section 5.3(b)).

5.5	For purposes of this GTC, "Unperformed Contract" means any Transaction if the property in the Products agreed to be sold thereunder has not already passed to Buyer.

5.6	The Defaulting Party shall, notwithstanding Section 7, indemnify, defend and hold harmless the Non-Defaulting Party from and against all costs and expenses incurred by the Non-Defaulting Party as a result of a Default and incurred in the exercise of any remedies under a Transaction (including without limitation legal fees and expenses reasonably incurred, court costs, collection costs, interest charges and other disbursements).  The Defaulting Party's obligations under this Section 5 shall survive any termination of a Transaction.

5.7	Subject to Section 7, the Non-Defaulting Party's rights under this Section 5 shall be in addition to, and not in limitation or exclusion of, any other rights or remedies which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise).

6.	Force Majeure
6.1	A Party shall not be liable to the other if such Party is rendered unable by an event of Force Majeure (as defined below) to perform in whole or in part any obligation or condition of a Transaction (other than the obligation to make full and punctual payment of all amounts due under a Transaction) for so long as such event of Force Majeure exists (subject to Sections 6.3 and 6.4 below); provided, however, that the Party unable to perform ("the Non-Performing Party") shall use its reasonable efforts to avoid or remove the event of Force Majeure if possible, and that the Parties shall resume performance hereunder with the utmost dispatch whenever the event of Force Majeure is removed.  During the period that performance by one of the Parties of its obligations hereunder has been suspended by reason of an event of Force Majeure, the other Party likewise may suspend the performance of all or a part of its obligations hereunder to the extent that such suspension is commercially reasonable.

6.2	The Non-Performing Party shall promptly give written notice to the other Party, but no later than forty-eight (48) hours after receiving notice of the occurrence of a Force Majeure event, including, to the extent feasible, the details and the expected duration of the Force Majeure event.  The Non-Performing Party also shall promptly notify the other Party when the event of Force Majeure is terminated.

6.3	In the event that the Non-Performing Party's performance is suspended due to an event of Force Majeure in excess of thirty (30) consecutive calendar days from the date the notice of such event was given, either Party, in its sole discretion, may terminate a Transaction by written notice to the other Party, and neither Party shall have any further liability to the other, except for rights and remedies previously accrued under such Transaction and obligations to pay sums then due and owing.  Subject to Section 6.4, if such Transaction is not terminated pursuant to this Section 6.3 (or pursuant to any other provision of such Transaction), performance under such Transaction shall resume to the extent made possible by the end or amelioration of the event of Force Majeure and the provisions of such Transaction shall continue to apply, including, without limitation, those as to price.

6.4	If Buyer is to receive more than one delivery of Products under a Transaction, and there is an event of Force Majeure such as is referred to in Section 6.3 but such Transaction is not terminated as provided in Section 6.3, then the quantity of Products not delivered or received during the duration of an event of Force Majeure shall be deducted from the total quantity which Seller is required to deliver to Buyer under such Transaction.

6.5	If, as a result of Force Majeure, Seller is unable to perform its obligation to deliver Products to Buyer as well as to Seller's other customers, Seller may allocate its available supply of Products in such a manner as to enable Seller to fulfil its existing commitments to Buyer and Seller's other customers, and to satisfy Seller's internal requirements, in any equitable manner which Seller may determine in its discretion.  In no event shall Seller be required to seek or purchase additional quantities of Products for sale to Buyer to replace any quantity not deliverable due to an event of Force Majeure.  If Seller should acquire additional Products from any source, Seller shall not be required to allocate such Products to Buyer.

6.6	As used herein, the term "Force Majeure" shall mean: (a) fires, earthquakes, lightning, floods and other acts of natural calamity or acts of God; adverse weather; navigational accidents; vessel damage or loss; strikes, grievances or actions by or among workers, lock-outs, or other labour disturbances (whether or not such labour difficulty could be settled by acceding to any demands of any such labour group of individuals); accidents at, closing of or restrictions upon the use of mooring facilities, docks, harbours, ports, pipelines or other navigational or transportation mechanisms; explosions or accidents to wells, pipelines, storage plants, refineries, terminals, machinery, and other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion or acts of the public enemy; any act or omission of any domestic or foreign national, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by governments, or subdivision thereof, including, but not limited to, any legislative, administrative or judicial body, or any person purporting to act therefor ("Governmental Authority"); good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of Products supplies from any of Seller's suppliers or anticipated suppliers; or (b) any other cause or causes reasonably beyond the control of the Non-Performing Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party (including, with respect to Seller, any cause the occurrence of which is beyond the reasonable control of Seller's suppliers, Seller's transporter, or third-party storage or terminal facilities) could not have been able to avoid or overcome. Neither (i) the loss of Buyer's markets nor Buyer's inability economically to use or resell the Products purchased under a Transaction nor (ii) Seller's ability to sell the Products to a market at a more advantageous price, shall constitute an event of Force Majeure.

7.	Limitation of Remedies
7.1	Subject to Section 7.3, if no remedy or measure of damages is expressly provided in this GTC for any given breach of either Party's obligations to the other under or in relation to a Transaction, then the liability of that Party to the other Party for any such breach shall be limited to direct actual damages only.  However, in no event shall either Party be liable (except to the extent expressly provided in this GTC) for lost profits or other business interruption damages, or special, consequential, incidental, punitive, exemplary or indirect damages, in tort (including negligence), contract or otherwise, of any kind, arising out of or in any way connected with the performance, the suspension of performance, the failure to perform or the termination of a Transaction.  The Parties acknowledge the duty to mitigate damages under such Transaction.

7.2	In particular, and without limiting the generality of Section 7.1, but subject to Section 7.3, Seller shall not be liable (except to the extent expressly provided in this GTC) for more than any amount by which the prevailing market price exceeds the contract price with respect to the Products to be delivered under a Transaction, or be liable for any loss of profit or revenues, loss of use of or increased expense of operation of any equipment, impairment of goods, cost of capital or modifications to or substitutions for the Products, facilities or services, downtime costs, cost of overhead, or other loss resulting from the shutdown of any facilities of Buyer, including, but not limited to, claims of Buyer's customers due to added costs or losses, service interruption or failure of supply.

7.3	Nothing in this GTC shall have the effect of limiting or restricting either party's liability arising as a result of its fraud.  Any limitations or restrictions on the liability of either party Party in this GTC shall only apply to the extent permitted by applicable law.

8.	Taxes
8.1	The provisions set out in Sections 8.2 to 8.9 (inclusive) shall apply only where supplies of the Products are being made from, to or within the European Community ("EC").  Sections 8.11, 8.12 and 8.13 shall apply generally.

VAT
8.2	Where value added tax or similar tax ("VAT") becomes payable under the rules applicable in the place where the Products are supplied (the "place of supply") (subject to any deferment provisions), Seller shall issue an invoice setting out such VAT and the date for its payment.  Payment of such VAT shall be made to Seller in addition to the contract price and any duty payable and shall be made in the same manner as is provided for payment of such price.

8.3	A sale of Products may be zero rated for VAT purposes provided that:-

	(a)	if the destination of the Products is within the EC, Buyer provides to Seller:-

	(i)	within 30 days of the date of delivery such evidence as is satisfactory to the relevant authorities in the relevant EC member states to allow zero rating of the supply of the Products; and

	(ii)	before delivery of the Products to Buyer, a valid VAT registration number issued by the EC member state of the place of supply; and

	(iii)	evidence satisfactory to the EC member state of the place of supply in order to comply with such other conditions (if any) as may be specified in any relevant Laws and Regulations (as defined in Section 13.2) or as may be imposed by any relevant Government Authority (as defined in Section 6.6); or 

	(b)	if the destination of the Products is outside the EC, Buyer provides to Seller, within 30 days of delivery of the Products, evidence satisfactory to the EC member state of the place of supply of receipt of the Products by Buyer, or some other party acting on its behalf, at a destination outside the EC.

8.4	In circumstances where Section 8.3(a) or (b) applies, Seller will issue an invoice in respect of the Products which are zero rated for VAT.  However, if Buyer fails to comply with the requirements set out in Section 8.3(a) or (b) within the time specified or in the event of any fraud or misrepresentation either in respect of the Products or the documents or information referred to in Section 8.3(a) or (b) or any other documentation or information required by the authority of the relevant EC member state, Seller shall be entitled to issue a further invoice for the amount of any VAT payable on the Products (inclusive of excise duty if appropriate) together with any default interest for which Seller is or becomes accountable in consequence of Buyer's non-compliance with Section 8.3(a) or (b).  Any such invoice shall be paid in full within one (1) day of presentation or, if later, the date of payment for the Products, in each case without set-off, deduction or counterclaim, to Seller's bank account specified.  Any outstanding amount shall bear interest in accordance with the provisions of Section 2.9.

8.5	Buyer shall indemnify Seller in respect of any costs, penalties and interest incurred by the Seller as a result of Buyer's failure to pay, or delay in paying, any VAT in accordance with this GTC.

8.6	To the extent that VAT may be deferred or relieved under the provisions of any relevant tax authority relating to fiscal warehouses and Buyer provides such certificates or other documents or proofs as are necessary for Seller to establish such deferral or relief, then Buyer shall indemnify, and hold indemnified, Seller against all liability in respect of VAT incurred by Seller and reimbursements of amounts equivalent to such tax by Seller directly or indirectly to its supplier or the operator of the warehouse from which the Products were removed, including interest, penalties and costs in respect thereof.

8.7	If Seller is subsequently able to obtain a credit or repayment from the authorities of any such VAT which has been paid by Buyer, Seller shall within five (5) banking days in New York reimburse Buyer with the net amount so credited or repaid less any costs, penalties and interest and Seller shall use all reasonable efforts, at the cost of Buyer, to obtain such credit or repayment.

Excise Duty or Mineral Oil Tax
8.8	Excise duty or mineral oil tax may be payable in respect of the Products on their leaving bonded premises unless:-

	(a)	by the fifteenth (15th) day of the calendar month following the calendar month in which loading of the Products from bonded premises is completed with an Accompanying Administrative Document ("AAD"), a properly completed Copy 3 thereof, together with proof of discharge of the shipment, is returned to Seller; or

	(b)	Buyer has provided to Seller evidence satisfactory to the EC member state where the Products were taken out of bonded premises, that the Products were delivered to a destination which is not in an EC member state; or

	(c)	Buyer can provide evidence satisfactory to the EC member state where the Products were taken out of bonded premises without an AAD as a result of Buyer's nomination, that the Products were delivered into bonded premises within the EC in circumstances where such deliveries allow for suspension of mineral oil tax.

8.9	If none of the exceptions set out in Section 8.8 is complied with, or in the event of any fraud or misrepresentation in respect of either the Products or the documents referred to in Section 8.8 above or any other documents required by any authority of the relevant EC member state, Buyer shall indemnify, and hold indemnified, Seller against all liability in respect of excise duty or mineral oil tax incurred by Seller and/or reimbursements of amounts equivalent to such duty or tax by Seller directly or indirectly to its supplier or the owner of the bonded premises from which the Products were despatched, including any interest, penalties and costs in respect thereof.  In addition, notwithstanding compliance with any of the exceptions set out in Section 8.8, Buyer shall remain liable under the above indemnity for any excise duty or mineral oil tax claimed by any relevant EC member state in respect of discrepancies between the loaded and discharged quantities.

Definitions
8.10	In this Section 8:

	(a)	"bonded warehouse" means a place of security approved by the relevant tax authority for customs or excise duty of an EC member state;

	(b)	"duty" means any duty of customs or excise and "excise duty" shall be construed accordingly;

	(c)	"fiscal warehouse" means a place authorised by a customs authority of an EC member state for storage of goods under duty suspension; and

	(d)	"mineral oil tax" means duty on hydrocarbon oils.

General
8.11	Prior to the date of delivery, or the date any payment becomes due, whichever is earlier, Buyer shall provide Seller with all current exemption, resale or notification certificates or direct pay permits required or permitted by applicable law regarding the imposition or payment of any such taxes and other items as are referred to in Section 8.12.

8.12	If no current exemption, resale or notification certificate or direct payment permit is furnished as provided above, Buyer shall be responsible for and shall pay to Seller the amount of any UK, EC, US or other foreign, national, federal, state, provincial or local taxes, duties, imposts, fees, charges and dues of every description, however designated, imposed or levied by any port or Governmental Authority (as defined in Section 6.6) and  paid or incurred by Seller directly or indirectly with respect to the purchase, storage, exchange, use, transportation, resale, importation or handling of the Products agreed to be sold to Buyer, except for taxes on income. If Seller is required by applicable law to pay any of the foregoing which are the responsibility of Buyer, Buyer shall reimburse Seller promptly for all such payments.

8.13	If any personal property taxes are assessed by any Governmental Authority against any Products sold under a Transaction, such assessment shall be the responsibility of and shall be paid by the Party having the property in such Products at the time as at which the assessment was made.

9.	No Waiver
Waiver of performance of any obligation by either Buyer or Seller shall not be deemed a waiver of performance of other obligations or a future waiver of the same obligation.  No waiver by either Party of any Default or other breach of any of the covenants or conditions of a Transaction shall be construed as a waiver of any succeeding Default or breach of the same or any other covenants or conditions under such Transaction.

10.	Limited Warranties and Exclusions
10.1	Seller warrants that, when the property in the Products is due to pass to Buyer, Seller will have the right to sell the Products and that they will be free from any charge or encumbrance not disclosed or known to Buyer before a Transaction was made.  To the maximum extent permitted by law and subject to Section 7.3: 

	(a)	This warranty is in lieu of and supersedes, excludes and extinguishes the terms which would otherwise be implied by Section 12 of the Sale of Goods Act 1979.

	(b)	Seller does not warrant that the Products or their use or sale or other disposal will not infringe any patent, trade mark, copyright or other intellectual property rights of any third party and so far as concerns the subject matter of this sub-clause (b), Seller shall be deemed to transfer only such title as Seller may have.  Nothing in this GTC confers on Buyer any licence of intellectual property rights in relation to the Products or their use, sale or other disposal.

10.2	Seller warrants that, when the property in the Products is due to pass to Buyer, they will conform to the specifications set out on the website.  To the maximum extent permitted by law and subject to Section 7.3, this warranty is in lieu of and supersedes, excludes and extinguishes any other warranty, condition or other term, liability or obligation whatsoever (without limitation, whether in contract or tort including negligence or otherwise, whether express or implied or otherwise and whether arising at common law or by statute, custom, usage, course of dealing or otherwise) in relation to the Products' description, correspondence with model or sample, satisfactory or other quality or fitness for any purpose (whether or not made known to Seller) for which they are required or goods of the same kind are commonly supplied, or their appearance, finish, safety, durability or freedom from defects or their performance, state, condition, or other characteristics without limitation, whether at the time when the property therein is due to pass or at any other time.  Buyer waives any rights and remedies which it may nevertheless have and Seller's liability is limited accordingly.

10.3	Subject only to Section 7.3, in entering into a Transaction, neither Party may rely on any:

	(a)	representation; or

	(b)	warranty; or

	(c)	collateral contract; or

	(d)	other assurance

whether written, oral, by conduct or otherwise, made by or on behalf of the other Party or any of its Affiliates (as defined in Section 17.10) before a Transaction was entered into (except those set out in a Transaction) and each Party waives all rights and remedies which, but for this Section 10.3, might otherwise be available to it in respect thereof.

10.4	Buyer acknowledges that the terms of a Transaction (including without limitations those of Section 7 and this Section 10) are fair and reasonable in view of Buyer's expertise and assessment and ability to arrange for the testing of the Products and its reliance on its own rather than Seller's skill and judgement and is reflected in the price.  Buyer shall insure and/or accept risk accordingly.

10.5	Nothing in this GTC shall have the effect of limiting or restricting either Party's liability arising as a result of its fraud.

11.	Representation
Each Party represents to the other that (a) it has the capacity and is duly authorised and has obtained all consents, permits and licences required by applicable Laws and Regulations (as defined in Section 13.2) to enter into a Transaction and to deal with the Products; (b) unless otherwise expressly agreed, it is contracting with respect to a Transaction as principal and not as agent on behalf of any named or unnamed third party, and accordingly it is and will remain both liable on and beneficially entitled to a Transaction; (c) it is entering into a Transaction for commercial purposes only and not by way of an investment within the meaning of the United Kingdom Financial Services Act 1986 (and in particular paragraph 8 of Schedule 1 thereto); and (d) it intends to deliver, or it intends to take delivery of, the Products or the property in them in accordance with the provisions of a Transaction. 

12.	Governing Law and Arbitration
12.1	Unless otherwise expressly stated, each Transaction and this GTC shall be governed by and construed, enforced and performed in accordance with English law (without reference to its choice of law rules which may direct the application of the laws of any other jurisdiction) and to the exclusion of the laws of any other legal system.  The Parties agree that each Transaction shall be deemed to have been made in England. The Parties agree that neither the Uniform Laws on International Sales 1964 nor the United Nations Convention on Contracts for the International Sales of Goods (1980) shall apply to, or govern, any Transaction.

12.2	The Parties agree that all disputes arising out of or in connection with a Transaction (including without limitation any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration, before a single arbitrator, conducted in the English language in London, England under the rules of arbitration of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this GTC.

13.	New or Changed Laws and Regulations
13.1	If, at any time after a Transaction is entered into, new Laws and Regulations (as defined below) come into effect or existing Laws and Regulations are amended, which individually or collectively have an adverse economic effect upon Seller or Seller's suppliers, then Seller shall be entitled to notify Buyer that it desires in good faith to renegotiate the price and/or other material terms or conditions of a Transaction, stating the new or changed Laws and Regulations upon which its renegotiation request is based and the terms upon which it is willing to continue to perform with respect to deliveries not yet made. If the Parties do not reach agreement within thirty (30) days after the date of Seller's renegotiation request, then Seller shall have the option of terminating the Transaction by giving notice to Buyer in writing; provided, however, that such termination shall not relieve either Party of any liabilities or obligations that accrued prior thereto, including, without limitation, the obligation to pay any amounts due to the other Party.

13.2	For the purpose of a Transaction, the term "Laws and Regulations" shall mean the applicable treaties, statutes, rules, regulations, decrees, ordinances, licences, permits, compliance requirements, decisions, orders, directives, and agreements of, and/or concessions and arrangements with any, Governmental Authority (as defined in Section 6.6).

14.	Waiver of Immunity
Each Party warrants that it is entering into a Transaction in a commercial capacity and that with respect to a Transaction it is in all respects subject to civil and commercial law.  Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by law:

	(a)	agrees that, should the other Party bring legal, arbitration or other proceedings against it or its assets arising out of or in connection with a Transaction, no immunity from such proceedings (which shall be deemed to include without limitation, suit, attachment prior to judgement, other attachment, the obtaining of judgement, execution and other enforcement) shall be claimed by or on behalf of itself or with respect to its assets;

	(b)	waives any such right of sovereign or other immunity which it or its assets wherever located now has or may hereafter acquire; and

	(c)	consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order, judgement or award which may be made or given in such proceedings irrespective of the jurisdiction in which such proceedings are brought or any such order, judgement or award may be made, enforced or executed.

15.	Inconsistency of Terms
Any situations not specifically addressed by this GTC will be governed by Incoterms 1990 (to the extent applicable) as in effect at the time a Transaction is entered into, but in the event of any inconsistency between Incoterms 1990 (to the extent applicable) and the rest of this GTC, the rest of this GTC shall prevail to the extent of such inconsistency and as to the specific delivery of Products that it covers.

16.	Notices
Any notices and communications to be given under a Transaction shall (subject to Sections 1.2 and 5.2 and except as otherwise provided in this GTC) be in writing and shall be deemed duly given or made if sent by facsimile or telex or delivered by hand, or if sent by courier, by delivery to a reputable courier with charges paid in accordance with the customary arrangements established by such courier, in each case addressed to a Party at the address identified. A notice sent by facsimile or telex shall be deemed to have been received by the close of the business day following the day on which it was transmitted and confirmed by the notifying Party's transmission report or such earlier time as confirmed orally or in writing by the receiving Party. Notice by courier shall be deemed to have been received by the close of the second business day after the day upon which it was sent, or such earlier time as is confirmed orally or in writing by the receiving Party. Any Party may change its address, facsimile or telex number by giving written notice thereof in accordance with this Section.

17.	Other
17.1	The provisions of a Transaction and this GTC, when taken together, are intended by the Parties to be the final and entire expression of their agreement, superseding any prior or contemporaneous agreements (oral or written) affecting the subject matter. No amendments, additions, or alterations may be made to the terms and conditions of a Transaction without written agreement of both Parties. Such written amendments, additions, or alterations may be in the form of an exchange of telexes, facsimiles, cables, or similar transmissions.  A Transaction shall not be subject to modification or waiver by any course of performance, course of dealing or usage of trade.

17.2	Subject to Section 4, nothing contained in a Transaction shall be construed as creating any rights or benefits in any person or entity, other than the Parties and their respective successors and permitted assigns.

17.3	None of the Products delivered under a Transaction shall be resold by Buyer under any trade marks or trade names of Seller.

17.4	Each Party shall, in the performance of a Transaction, comply with all applicable Laws and Regulations as (defined in Section 13.2) in effect on the date the Transaction is entered into, and as they may be amended from time to time. Notwithstanding anything to the contrary, the Transaction shall not be interpreted or applied so as to require either Party to do, or to refrain from doing, anything that would constitute a violation of English Laws and Regulations, including but not limited to, the Prevention of Corruption Act 1916 and the Protection of Trading Interests Act 1980 or of US Laws and Regulations, including, but not limited to, the Foreign Corrupt Practices Act of 1977, as amended, laws or regulations restricting participation in or compliance with certain foreign boycotts, directly or indirectly, as contained in the US Export Administration Act of 1979, as amended, and the US Internal Revenue Code, as amended. The Parties agree to co-operate and conduct their businesses and activities pursuant to a Transaction in such a manner so as to ensure that neither Enron nor any of its Affiliates is placed in a position of non-compliance with English Laws and Regulations or US Laws and Regulations, including but not limited to, any reporting requirements.

17.5	Each Party warrants that it has given no commissions, payments, gifts of substantial value, kickbacks, lavish or extensive entertainment or other things of substantial value to any employee or agent of the other in connection with a Transaction and acknowledges that the giving of such payments, gifts, entertainment, or other things of value is strictly in violation of a Transaction and may result in its termination.

17.6	If any Loss (as defined in Section 4) of Products occurs, Buyer or Seller immediately shall notify all appropriate Governmental Authorities, including, but not limited to, the US Coast Guard or other relevant coast guards, state government agencies, the vessel master or representative, and the loading or discharge terminal (if such Loss occurs withiand Seller shall take all reasonable steps to encourage the legally responsible party or parties, including, but not limited to, the vessel owner or operator and the terminal, to take all necessary and appropriate measures to prevent or mitigate actual or threatened pollution damage.  Buyer and Seller shall fully co-operate with the demands and requests of any Governmental Authority, including any demands for information regarding the Loss.  Should liability for the costs of containment, clean-up or costs associated with natural resources damages be imposed upon either Buyer or Seller as a consequence of a Loss, or should such liability be asserted against either Buyer or Seller in connection with any legal proceeding, the other Party agrees to make all reasonable efforts to co-operate in assisting the Party against whom liability is imposed or asserted to obtain reimbursement from the legally responsible party or parties or from any available domestic or foreign environmental or oil spill trust fund.  The Party's obligations pursuant to this Section shall survive the termination of a Transaction.

17.7	Within sixty (60) days after the Products have been delivered and the invoiced price has been paid: 

	(a)	Buyer shall pay Seller any monies, costs, expenses or other sums due and owing to Seller; 

	(b)	any corrections or adjustments to payments previously made to either Party shall be determined; and 

	(c) 	Seller shall pay Buyer any refunds due, 

in each case under or in relation to a Transaction.

17.8	All indemnity and payment obligations shall survive the termination of a Transaction.

17.9	The Parties agree that the specific terms and conditions of a Transaction are confidential and shall not disclose them to any third party, except (a) as may be required by court order, Laws and Regulations or a Governmental Authority; or (b) to such Party's employees, auditors, consultants, banks, financial advisors and legal advisors; or (c) so far as may be necessary or desirable for the performance of, and the exercise of its rights under, a Transaction and the acquisition, use and disposal of the Products. The confidentiality obligations of this Section 17.9 shall survive termination of a Transaction for a period of three (3) years. In the case of disclosure covered by sub-clause (a) of this Section, the disclosing Party shall notify the other Party of any proceeding of which it is aware which may result in disclosure, and use reasonable efforts to prevent or limit such disclosure. The Parties shall be entitled to all remedies available at law, or in equity, to enforce, or seek relief in connection with the confidentiality obligations contained herein.

17.10	Each Transaction shall be binding on the respective successors and permitted assigns of the Parties.  Neither Party may assign its rights or obligations under a Transaction, in whole or in part, without the prior written consent of the other Party (except that Enron may, without the other Party's consent, assign its rights and/or obligations under a Transaction to any "Affiliate" of Enron).  An "Affiliate" of a Party shall mean any company or other legal entity that directly or indirectly controls or is controlled by such Party, or that is controlled directly or indirectly by any company or other legal entity having direct or indirect control over such Party). Any assignment not made in accordance with this Section shall be void.  If written consent is given for any assignment, and except in the case of assignment by Enron to an Affiliate in accordance with this Section 17.10, the assigning Party shall remain jointly and severally liable with the assignee for the full performance of the assigning Party's obligations under a Transaction.

17.11	Section headings are for convenience only and shall not be interpreted in any way to limit or change the subject matter of a Transaction. Unless the context otherwise requires, references in a Transaction to the singular include the plural and vice versa, references to any gender include all genders and references to persons include bodies corporate and unincorporated associations.

17.12	The provisions of a Transaction are severable, and if any portion of a Transaction is deemed legally invalid or unenforceable, the remainder of a Transaction shall survive and remain in full force and effect.

17.13	The Parties confirm that it is their desire that a Transaction, as well as any other documents and notices furnished pursuant to a Transaction, have been and shall be in the English language only.

17.14	Buyer shall provide its employees, agents, contractors, users and customers with any Material Safety Data Sheet ("MSDS") and any other information relating to health, safety and environmental data (together "Safety Information") provided by Seller from time to time in connection with the Products delivered hereunder and shall be responsible for ensuring that the recommendations relating to handling and use of such Products set out in the Safety Information are followed by them and that they otherwise handle the Products with the care necessary to avoid any harm or injury to health, safety or the environment.  Buyer shall impose on its customers or other recipients of such Products the obligations specified above and an obligation to include obligations in any contract for the sale or any other form of disposal of such Products together with a provision in the same terms as this sentence.  Without prejudice to the generality of Section 17.4, Buyer shall be responsible for ensuring that any obligations, requirements or recommendations in respect of health, safety and the environment relating to such Products are complied with under the Laws and Regulations in force in or applying to territories, states or other jurisdictions in or to which Buyer sells or otherwise disposes of or uses such Products.  Seller shall not be responsible in any respect whatsoever for any loss, damage or injury resulting from any hazards inherent in the nature of the product delivered hereunder.

17.15	Without prejudice to the generality of Sections 13 and 17.4, Buyer undertakes that the Products will not be disposed of for supply to (or imported by Buyer or others into) (a) any destination or in any manner which at that time is prohibited under the Laws and Regulations of any Governmental Authority in the country in which they were produced, manufactured or processed; or (b) any country, state, territory or region against which there are sanctions imposed by English law or by the United Nations or the US or other sanctions (a "restricted jurisdiction") or any person in a restricted jurisdiction or for the purposes of any commercial activity carried out in or from a restricted jurisdiction.  Buyer shall keep itself informed as to such Laws and Regulations and ensure they are complied with.  Buyer shall on request advise Seller of the country of destination of the Products.  Buyer shall provide such evidence as Seller may reasonably require of the destination and arrival of the Products within 21 days after request or (if later) 45 days after arrival.  Buyer's obligations shall not be affected by any sale or disposal of the Products by Buyer.  If compliance with the foregoing provisions of this Section 17.15 would, by virtue of any change of Laws and Regulations after the date of a Transaction, have the effect of requiring either Party to participate in or co-operate with any international boycott, or otherwise to take action which would violate other applicable Laws and Regulations, then either party may forthwith (and in any event within 15 days after the change) terminate a Transaction by giving to the other Party written notice to that effect specifying the reasons.

18.	Measurement and Sampling
18.1	The quantity and quality of Products delivered to the vessel shall be determined by an independent, licensed petroleum inspector appointed by Seller and approved by Buyer (such approval not to be unreasonably withheld or delayed).  The costs of inspection shall be shared between among the Parties.  The inspector's determination as to quantity and quality shall be conclusive and binding upon both Parties.

18.2	All measurements and tests for quantity and quality shall be made in accordance with the standard measuring and testing procedures in effect for such Products at the loading terminal at the time of loading, unless otherwise specified.  Volumes shall be corrected to 60 degrees Fahrenheit in accordance with the latest ASTM test methods and the latest edition of API volume correction factors then in effect.

18.3	Both Parties may have a representative present at the loading terminal to witness all measurements and tests and sampling.  Representative samples normally will be drawn from the loading line, or alternatively from the shore tanks from which delivery is made, by applying the standard sampling procedures in force at the loading terminal at the time of delivery.  Samples shall be sealed, one to be kept by Seller for not less than ninety (90) days and the other to be delivered to the vessel for Buyer.

18.4	The Parties shall cause the independent inspector to gauge and record inactive shore tank measurements immediately before and immediately after loading of the Products to determine the volume of Products loaded (adjusted for slack volume in shorelines, if any), or by meters, if meters are available.  Unless otherwise agreed, the quantity of Products so determined shall be used for invoicing.

18.5	If the inspector's determination shows the quantity and quality of Products loaded onto the vessel to be in accordance with the requirements of a Transaction, then Buyer shall be deemed to have accepted such Products and may not reject them.  Buyer may not reject Products by reason that the quantity loaded is less than required under a Transaction.  If the quantity of Products tendered for loading or loaded is larger than required under a Transaction, Buyer may either accept them all (and pay for them all at the contract rate) or reject the excess but may not reject them all.

18.6	Buyer shall notify Seller of any claim as to defect in quality or quantity of the Products in writing immediately after such defect is discovered.  Seller shall not be liable for any claim regarding the quality or quantity of any Products delivered unless such claim has been submitted by Buyer to Seller in writing, including supporting documentation and reasonable details of the facts on which the claim is based, within sixty (60)  days from the date of the bill of lading.  Should Buyer fail to submit such claim or provide such details and/or documentation within this time period, then such failure shall be deemed a waiver by Buyer of any such quantity or quality claim and any liability of Seller for any such claim shall automatically be extinguished.
19.	Vessel Criteria
19.1	All vessels nominated by Buyer shall meet the general vessel requirements of the loading terminal (including without limitation any pollution insurance requirements of the terminal) and shall be fit to load under the loading conditions at the terminal at the time of delivery.  Any vessel not in compliance may not be permitted to dock or may be asked to vacate the berth and Seller shall be under no obligation to load Products onto such vessel.  Any resulting delays and/or costs incurred by Seller or Seller's suppliers as a result thereof shall be for the account of Buyer and Buyer shall indemnify Seller for all costs, losses or damages incurred by Seller or Seller's suppliers as a result thereof.  Buyer warrants that it is familiar with the limitations and restrictions applicable at the loading terminal and will not nominate a vessel exceeding or otherwise not complying with such limitations and restrictions.

19.2	The vessel shall fully comply with (or hold necessary waivers from) all Laws and Regulations of any Governmental Authority, as are applicable and in effect at the loading terminal as of the date the vessel gives Notice of Readiness ("NOR"), including but not limited to, US or other Coast Guard regulations and all environmental Laws and Regulations.  The vessel shall have in place all certificates and other items as may be required by such applicable Laws and Regulations, including without limitation certificates of financial responsibility and equivalent items.  All expenses and losses incurred due to the vessel's non-compliance with such applicable Laws and Regulations or failure to obtain or maintain such certificates shall be for the account of the Buyer, and any resulting delays shall not count as used laytime or as time on demurrage.

19.3	Buyer warrants that the vessel shall be owned or demise chartered by a member of the International Tanker Owners Pollution Federation Limited and shall be entered in a Protection and Indemnity Association.

19.4	Failure of any of a vessel's critical safety or environmental systems or equipment after initial acceptance by the terminal is a basis to reject the vessel, including notification to vacate the berth until suitable repairs are made to return the critical systems or equipment to good working order.  The vessel must be reaccepted by the terminal prior to the start or resumption of loading.  Expenses incurred for repairs shall be paid by Buyer and any resulting delays shall not count as used laytime or time on demurrage.

19.5	If Seller so requests, Buyer shall provide a copy of the charter party terms and conditions to Seller.

20.	Nomination and Loading
20.1	Buyer shall give to Seller, as far in advance of the loading date range set out on the website as Seller shall reasonably require and, in any event, in accordance with the nomination regulations and procedures in force at the loading terminal and no later than seven (7) days before the first day of the loading date range, a written nomination containing the following details:  (i) the scheduled date of the vessel's arrival at the loading terminal (within the loading date range); (ii)  the grade and estimated quantity (plus or minus 10%) of the Products to be loaded, (iii) the name, flag, year built, IMO number, capacity, length, beam, draught, three previous cargoes and charterparty terms as to laytime and demurrage of the vessel (unless "to be nominated" ("TBN") procedure is used, in which case Buyer shall give Seller in writing these details not later than the final date provided for in the loading terminal's regulations or the date specified on the website, whichever is earlier); (iv) the port(s) of discharge, and country(ies) of destination and confirmation that the discharge point and associated facilities comply with all local, national and international Laws and Regulations concerning the safe receiving and handling of the Products; and (v) instructions, if any, which may be needed by Seller in order to issue documents in accordance with applicable regulations, including any export requirements.

20.2	Unless otherwise agreed, Seller shall notify Buyer by facsimile, telex or telegram that it accepts or rejects the nomination within seven (7) days after receiving it.  In the case of rejection, Seller shall notify to Buyer by facsimile, telex or telegram nomination details which shall be as close as reasonably practicable to those proposed by Buyer.  The nomination details thus notified shall be deemed firmly accepted by Buyer.  Nomination details which have been accepted or are deemed to have been accepted may only be changed by Buyer with Seller's consent, which shall not be unreasonably withheld or delayed.

20.3	If acceptable to the loading terminal, Buyer may substitute for a vessel which has been nominated and accepted another vessel whose size and capacity are equivalent to those of the vessel originally nominated pursuant to this Section 20, provided that (i) the substituted vessel is able to load the accepted loading quantity during the accepted loading date range and (ii) unless otherwise agreed, Buyer shall give written notice to the Seller of the substitution at least seven (7) days prior to the first day of the loading date range.

20.4	Seller shall make reasonable efforts to accept or obtain acceptance of any nomination which has not been made in strict accordance with the provisions of this Section 20.

20.5	Should Buyer or Buyer's vessel not conform to the provisions of this Section 20, Seller or Seller's supplier may refuse to berth or load the vessel, and shall be under no obligation to supply the Products which otherwise would have been deliverable to Buyer on such vessel and (without prejudice to its other rights) Seller may sell or otherwise dispose of any such Products as Seller may in its absolute discretion determine.  Any resulting delay or expenses shall be for Buyer's account and Buyer shall indemnify Seller for all costs, losses or damages incurred by Seller or Seller's supplier  as a result thereof.

21.	Notice of Readiness and Delivery
21.1	Buyer shall notify (by facsimile, telegram or telex) Seller and the loading terminal of (a) the estimated date and time of arrival of the vessel approximately (and no less than)  seven (7) days and seventy-two (72), forty-eight (48) and twenty-four (24) hours prior to the time at which it is expected to arrive at loading port (or at such other times as are otherwise required by the rules and regulations applicable at the loading terminal) and (b) any  change of more than six (6) hours to the latest time notified.  Failure to give each or any one of the above arrival notices when required shall increase the laytime allowed to Seller by the number of hours by which the actual notice (if any) is less than the required notice, up to a total of twenty-four (24) hours, or by 24 hours if no such notice is actually given.

21.2	After the vessel has arrived at the customary anchorage or other place of waiting, has received port clearances and is otherwise in all respects ready to proceed to berth and commence loading Products, Buyer shall cause the master or his agent to tender NOR to  the loading terminal by facsimile, telegram or telex.  Seller shall cause the loading terminal to provide free of charge to Buyer a berth for the nominated vessel (provided that the vessel's characteristics do not exceed the limitations of the loading terminal) with sufficient depth to allow the vessel to proceed thereto, lie thereat, load the Products and depart therefrom, always safely afloat.  Seller shall load or arrange for the loading of the vessel at the berth so provided.  Notwithstanding anything else contained in this Section 21.2, Seller shall not be deemed to warrant the safety or draught of public channels, fairways, approaches thereto, anchorages, or other publicly-maintained areas either inside or outside the port area where the vessel may be directed.

21.3	All duties, fees, taxes, wharfage, dockage, dues and other charges in respect of the vessel, including, without limitation, those incurred for tugs, mooring and pilots, shall be for the account of Buyer.  Buyer also shall be responsible for the payment of any taxes, duties, imposts, fees, charges and dues of every description on the Products imposed at the time of, or subsequent to, the passing of the property in the Products from Seller to Buyer.

21.4	The loading terminal or Seller may require a vessel to shift berth, in which case the costs of shifting berth shall be for the account of Seller and the shifting time shall be counted as used laytime or, if the vessel is already on demurrage, as time on demurrage.  Otherwise, any costs for the shifting of berth shall be for the account of Buyer and the shifting time shall not be counted as used laytime or as time on demurrage.

21.5	Subject to strict compliance by Buyer and vessel with these Marine Provisions, and if NOR is tendered within the loading date range and in accordance with the loading terminal's regulations, laytime shall (subject to Section 22.2 below) commence six (6) running hours after receipt of NOR, or upon the vessel's arrival in berth (i.e. finished mooring when at a sealoading terminal and all fast when loading alongside a wharf), whichever first occurs.

21.6	If NOR is tendered before the first day of the loading date range, laytime shall not commence until loading commences or at 06.00 hours local time on the first day of the loading date range, whichever first occurs.

21.7	If NOR is tendered after the last day of the loading date range, Seller shall be under no obligation to deliver the Products which would have been loaded on such vessel unless Seller specifically agrees to do so, in which case laytime shall commence when, following the vessel's arrival in berth, loading commences.  Seller shall use its reasonable efforts to accommodate loading if NOR is tendered outside the loading date range.

21.8	Laytime shall cease upon disconnection of the loading hoses from the vessel once loading is complete.

21.9	Buyer shall cause the vessel to vacate the loading berth as soon as loading hoses have been disconnected after completion of loading.  In the event of failure to do so, Buyer shall reimburse Seller for any demurrage, losses, damages, costs or expenses which Seller may incur, including, without limitation, any such amounts as may be incurred due to delay to other vessels awaiting their turn to load.

21.10	Buyer shall indemnify Seller against the consequences of any damage caused by the vessel to the facilities of Seller, its suppliers or the loading terminal.

22.	Laytime and Demurrage
22.1	Seller shall be allowed thirty-six (36) hours laytime for loading a full cargo and pro rata thereof for a part cargo, Sundays, holidays and nights included except to the extent that loading during Sundays, holidays or nights is prohibited by the rules and regulations applicable at the loading terminal.

22.2	Any time consumed due to any of the following shall not be computed as used laytime or, if the vessel is already on demurrage, as time on demurrage, even if any of such events occurs after the expiration of laytime:

(i)	delay of the vessel in reaching or clearing her berth for any reason over which Seller has no control;

(ii)	time consumed by the vessel in moving from the port anchorage to the vessel's receiving berth;

(iii)	any time lost due to the vessel, including without limitation any delay caused by the vessel during loading and any delay due to the vessel's condition which does not permit Products to be loaded in an efficient manner or within the time allowed;

(iv)	loading is delayed or prevented for reasons attributable to Buyer or the owner, operator, charterer, master, officers, crew or agent of the vessel;

(v)	prohibition or restrictions on loading attributable to Buyer or the owner, operator, charterer, master, officers, crew or agent of the vessel or the authorities at the loading port, including but not limited to, any delay due to violation by the vessel of the operating and/or safety regulations of the terminal, non-compliance with US or other Coast Guard or any other applicable Laws or Regulations of any Governmental Authority, or failure to obtain or maintain certificates of financial responsibility or any such other certificates or items as are referred to in Section 19.2;

(vi)	discharging or shifting of ballast, slops or contaminated cargo;

(vii)	awaiting customs, immigration clearance, pratique or other local administrative requirements;

(viii)	awaiting tide, tugboats, pilot or daylight;

(ix)	delay on account of bad weather;

(x)	any delay caused by strike, lockout, stoppage, or restraint of labour of the master, officers and crew of the vessel or tugboat or pilots or any other cause whatsoever not within the loading terminal's control;

(xi)	delay due to the priority given to another vessel at the loading port for reasons of local market requirements;

(xii)	any delay incurred in bunkering a vessel; and

(xiii)	any delay due to pollution or the threat thereof caused by any defect in the vessel or any act or omission on the part of Buyer or the owner, operator, charterer, master, officers or crew or agent of the vessel.

22.3	For all time which does not fall within Section 22.2 and is used in excess of the allowed laytime set out herein, Seller shall pay demurrage to Buyer per running hour and pro rata for portions thereof.  Subject to Sections 22.4 to 22.9 (inclusive) below and to any provision to the contrary agreed between the Parties or agreed under the nomination procedure, demurrage shall be paid by Seller at the lesser of:  (i) the demurrage rate per day provided for in the charter party entered into for the vessel; or (ii) the demurrage rate per day, as published in the New Worldwide Tanker Nominal Freight Scale ("WORLDSCALE"), in effect at the time loading is commenced for the same type, size and capacity of vessel used, corrected by the Average Freight Rate Assessment ("AFRA"), which applies on the day loading is commenced.

22.4	Subject to Sections 22.5 to 22.9 (inclusive) below, when the total quantity of Products loaded on the vessel does not constitute a full cargo, demurrage shall be calculated at the lesser of (i) the demurrage rate per day provided for in the charter party entered into for the vessel; or (ii) the demurrage rate per day, as published in the WORLDSCALE, in effect at the time loading is commenced for a vessel of the same type with a size and capacity equivalent to a summer deadweight equal to the weight of the Products loaded, corrected by the AFRA, which applies on the day loading is commenced.

22.5	When more than one cargo is loaded on the vessel, Seller's demurrage liability shall be limited to that proportion of the demurrage, calculated in accordance with the provisions of Sections  22.3 or 22.4, as the case may be, which the quantity of the Products sold to Buyer bears to the total quantity of Products and/or other cargo loaded on the vessel.

22.6	Demurrage shall be paid at one-half the applicable rate for the time which does not fall within Section 22.2 and during which Seller cannot deliver, or is delayed in the delivery, of all or part of the cargo, due to the occurrence of Force Majeure.  Seller shall not be liable to pay for any demurrage incurred through fault attributable to the vessel, or if the loading is prevented or suspended for the vessel's purposes.  Seller shall not be liable to pay for any demurrage in the event that Seller is entitled or has the option under any provision of the Transaction to fail to load, or to cease or to suspend loading the vessel.

22.7	Buyer's right to demurrage (as set out herein) is a genuine pre-estimate of Buyer's damages, and shall constitute its sole remedy, in respect of any failure of Seller to complete the loading within the allowed laytime.  Seller shall not be liable for any other direct or indirect damages, costs or expenses arising out of the event(s) that gave rise to the right to demurrage.  Buyer must notify Seller of any claim for demurrage, and make such claim in writing, with all supporting documentation, within sixty (60)  days after the bill of lading date.  For the purposes of this paragraph, supporting documentation shall include copies of (i) NOR; (ii) master's port log with pumping records; (iii) the agent's port log; and (iv) a laytime statement.  Buyer's failure to give Seller notice or to provide adequate supporting documentation within the ninety-day period shall constitute a waiver of any such demurrage claim and Seller's liability for demurrage shall automatically be extinguished.

22.8	 Buyer shall not be entitled to recover demurrage from Seller except to the extent that Seller is able to recover such demurrage from Seller's supplier, and Seller shall not be obligated to pay any amounts in excess thereof.  In any event, if Seller is liable to pay demurrage, Seller's liability shall not exceed the amount of demurrage actually paid to the vessel owner relating to the cargo which was, or should have been, delivered to Buyer.

THE SCHEDULE

FORM OF LETTER OF INDEMNITY

To:	[Buyer]
[Address:]

Dear Sirs

We refer to our agreement (the "Transaction") to sell to you a shipment of [             ] net [US barrels/gallons/tons][metric tonnes] of [                  ] (the "Products") shipped on board the vessel [                 ] at the port of [                 ] with bill of lading dated [                 ], 199[ ].

To date we are unable to provide you with the requisite shipping document(s) in relation to the said sale [    ], which consist of [                     ] (the "Documents").

In consideration of your agreeing to pay us, and effecting due payment of, the full sale price of (currency) [              ] at the due date for payment without presentation of the requisite shipping documents, we hereby expressly warrant that we had good title to the Products;  that the property in the Products has passed to you as provided in the Transaction, free and clear of any charge or encumbrance not disclosed or known to you before the Transaction was made; and that we are entitled to receive the Documents from our supplier and transfer them to you.

We further agree that we shall use all reasonable efforts to obtain and surrender the Documents to you as soon as reasonably practicable and to protect, indemnify and save you harmless from and against any and all damages, costs and expenses (including reasonable legal fees) which you may suffer or incur by reason of our failure to present the Documents to you or breach by us of any of the warranties given above including, but without prejudice to the generality of the foregoing, any claims and demands which may be made by a holder or transferee of the original Documents, or by any third party claiming an interest in or lien on the Products or the proceeds thereof, provided always that you give us prompt notice of the assertion of any such claim or demand against you and the opportunity to join in the defence thereof.

This Letter of Indemnity shall be governed by and construed in accordance with the laws of England, to the exclusion of any other legal system and excluding any conflict of law rules that may direct the application of the laws of another jurisdiction.  You and we have agreed that all disputes arising out of this Letter of Indemnity (including without limitation any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration, before a single arbitrator, conducted in the English language in London under the rules of arbitration of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this Letter of Indemnity.

The validity of this Letter of Indemnity shall expire upon our presentation to you of the Documents in exchange for which you agree to return to us forthwith any signed original hereof and confirm by return telex or telecopy cancellation of the telex or telecopy version of this Letter of Indemnity or (if earlier) after the expiry of 13 months from the date of the bill of lading.

Yours faithfully
[Seller]
By:
Address of Seller:

C3:67187.5

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