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1. These terms and conditions shall regulate and apply to all agreements or transactions entered into by Earthoil as a supplier of any goods, material or merchandise whatsoever (“Goods”). Any party who transacts with Earthoil as purchaser (“Purchaser”) declares that it is acquainted with and accepts all the terms of the Contract (as defined in clause 15 below) and is aware of their nature and effect.

2. Earthoil shall sell and the Purchaser shall purchase the Goods in accordance with Earthoil ’s written quotation (if accepted by the Purchaser) or the Purchaser’s written order provided that no order submitted by the Purchaser shall be deemed to be accepted by the seller unless and until confirmed in writing by Earthoil .

3. The Purchaser shall be responsible to Earthoil for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser and for giving Earthoil any necessary information relating to the Goods within a sufficient time to enable Earthoil to perform the Contract in accordance with its terms.

4. The quantity, quality and description of the Goods and any specification for them shall be as set out in Earthoil ’s quotation (if accepted by the Purchaser) or the Purchaser’s order (if accepted by Earthoil ).

5. No order which has been accepted by Earthoil may be cancelled by the Purchaser except with the agreement in writing of Earthoil and on terms that the Purchaser shall indemnify Earthoil in full against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by Earthoil as a result of the cancellation.

6. Subject to any special terms agreed in writing between the Purchaser and Earthoil , Earthoil may invoice the Buyer for the price of the Goods on or at any time after shipment of the Goods.

7. Subject to the time limits for payment of the price as set out in the preceding clause, Earthoil shall be permitted to impose such other payment terms, including early payment discounts, as may be specified in the boxes appearing below.

8. All amounts payable by a Purchaser to Earthoil under the Contract shall be paid free of any deductions whatsoever and the Purchaser shall not be entitled, without the prior written consent of Earthoil , to set-off any other amount against the amount due to Earthoil . To the extent that any deduction or withholding or other taxes (including any Value Added Tax or analogous services tax) are required to be deducted or withheld from any fees and payments payable to Earthoil under or in connection with the Contract, such deduction or withholding shall be for the account of, and paid by, the Purchaser such that Earthoil receives a net payment equal to the full amount which Earthoil would have received before any such deduction, withholding or other taxes

9. If the Purchaser fails to make any payment on the due date then, without limiting any other right or remedy available to Earthoil , Earthoil may:

a) cancel the contract or suspend any further deliveries to the Purchaser;

b) appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other contract between the Purchaser and Earthoil ) as Earthoil may think fit (notwithstanding any purported appropriation by the Purchaser; and

c) charge the Purchaser interest on such amounts at the prime overdraft rate charged from time to time by Earthoil ’s bankers to Earthoil on unsecured overdraft lending facilities from time to time plus 1½ (one and a half) percentage points over and above such rate, calculated from the due date for payment of any such arrears amount to the date of actual payment thereof, both dates inclusive. A certificate issued by the manager or assistant manager (whose appointment and/ or authority it shall not be necessary to prove) of any branch of Earthoil ’s bankers shall constitute due and sufficient proof of such rate of interest. Any interest payable by the Purchaser to Earthoil under this clause shall be payable on demand.

10.

(a) The Goods shall be delivered to the Purchaser at the port agreed upon by the parties (“Port of Delivery”) on or before the date specified by Earthoil when the Goods are to be delivered (“Delivery Date”). Earthoil shall procure a contract of carriage and insure the Goods from dispatch until delivery to the Port of Delivery on terms current in the trade for the benefit of the Purchaser. The Goods shall be at the risk of the Purchaser as they are loaded on board. Earthoil shall promptly tender to the Purchaser a clean shipped bill of lading, the insurance policy and an invoice in respect of the Goods.

(b) The Purchaser shall accept the documents tendered by Earthoil if they correspond to the Contract (as defined in Clause 15 below) and take delivery of the Goods at the Port of Delivery and bear all other costs and charges arising out of shipment of the Goods to the Port of Delivery

11. Earthoil shall use its best endeavours to deliver to the Purchaser the exact quantity of Goods ordered by the Purchaser, provided however that where Earthoil delivers a lesser quantity of Goods due to a lack of stock or any other circumstances whatsoever, the Purchaser shall accept the quantity of Goods delivered (for which the Purchaser shall be liable to pay) and Earthoil shall use its best endeavours to ensure that the balance of the Goods ordered are delivered to the Purchaser as soon as possible thereafter, or alternatively Earthoil and the Purchaser agree to an alteration to the quantity to be supplied under the order. Earthoil shall not be responsible for any loss or damage of whatsoever nature and howsoever arising which may be sustained or incurred by the Purchaser due to the failure on the part of Earthoil to deliver the entire quantity of Goods ordered by the Purchaser as reflected in any order, whether due to the fault of Earthoil or otherwise.

12. Save as may otherwise be agreed in writing between the parties, the Purchaser shall be liable for all costs or charges of whatsoever nature associated with the supply of Goods to the Purchaser including, but without limitation, value added tax payable on the Contract Price, customs and excise duties payable in respect of imported Goods and incidental expenses incurred in executing an order including, where applicable, handling fees and any bank charges payable.

13.

(a)Ownership in and to any Goods supplied by Earthoil to a Purchaser shall remain vested at all times in Earthoil until such time as the entire invoiced amount determined by the contract (together with any accrued interest thereon, if any) and all other amounts of whatsoever nature then payable by the Purchaser to Earthoil , shall have been paid in full.

(b)Until such time as the property in the Goods passes to the Purchaser (and provided those Goods are still in existence and have not been resold in the ordinary course of business), Earthoil shall be entitled at any time to require the Purchaser to deliver up the Goods to Earthoil and, if the Purchaser fails to do so immediately following such demand, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.

14. To the extent that the Purchaser contends that any Goods supplied by Earthoil to the Purchaser are in any manner or respect damaged or defective, and such damage or defect occurred was present or occurred in the Goods before the risk in the Goods passed to the Purchaser, the Purchaser shall notify Earthoil in writing within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. The notice shall provide details of the description of the Goods, the manner and extent in which it is alleged that the Goods are damaged or defective, details to enable Earthoil to identify the order in respect of which the Purchaser contends that the Goods purchased are damaged or defective. In respect of a valid claim of the Goods being damaged or defective, Earthoil shall at its expense, replace all such damaged or defective Goods supplied to the Purchaser, provided that such Goods have not been damaged or become defective due to the fault of the Purchaser, in which event all costs incurred in supplying any replacement Goods and the cost of the replacement goods themselves shall be borne by the Purchaser. Such costs will be payable within the time frame set out in clause 7 above.

15. These standard terms and conditions together with the payment terms (if any) offered and accepted below, together with any other terms appearing on any of Earthoil ’s documentation relating to the purchase or sale of the Goods, such as, without limitation, discounts or other terms of payment, quotations and invoices (together referred to as the “Contract”), shall constitute the whole agreement between the parties relating to the subject matter hereof. None of the terms of the Contract shall be varied or cancelled unless such variation or cancellation shall be expressly agreed in writing by each party. The failure by Earthoil to exercise or delay in exercising a right or remedy provided by the Contract or by law does not constitute a waiver of the right or remedy or a waiver of its other rights or remedies. No single or partial exercise of a right or remedy by Earthoil provided by the Contract or by law prevents the further exercise by Earthoil of the right or remedy or the exercise of another right or remedy. The rights and remedies provided by the Contract are cumulative and not exclusive of any rights or remedies provided by law.

16. The Purchaser shall be liable for all costs of whatsoever nature incurred by Earthoil in connection with the recovery from the Purchaser of any amounts whatsoever owing to Earthoil by the Purchaser, including collection charges and commission and the costs (on a full indemnity client-lawyer basis) of any lawyers engaged by Earthoil in respect of the recovery of such amounts. Any amount for which the Purchaser may be liable under this clause shall be payable to Earthoil on demand.

17. If any of the provisions of this agreement or the Contract is found by an arbitrator, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this agreement and the remaining provisions of this agreement or the Contract shall continue in full force and effect. Notwithstanding the foregoing, the parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.

18. This Clause 18 applies if:

(a) the Purchaser makes a voluntary arrangement with its creditors or (being an individual or a firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or

(c) the Purchaser ceases or threatens to cease to carry on business; or

(d) Earthoil reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.

If this Clause applies then, without limiting any other right or remedy available to Earthoil, Earthoil may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Purchaser, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

(e) Any claim or dispute arising out of or in connection with the Contract including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration which Rules are deemed to be incorporated by reference into this clause. It is agreed that:

(a) The tribunal shall consist of a single arbitrator to be agreed upon by the parties.

(b) If the parties are unable to agree on an arbitrator within 14 days, the Appointing Authority for the purposes of those Rules shall be the London Court of International Arbitration.

(c) The seat of the arbitration shall be England and the place of arbitration shall be London.

(d) The language of the arbitration shall be English.

(e) The tribunal shall have such power to order any relief on a provisional basis which it would have power to grant on a final award.

To the extent permitted by the law of the seat of the arbitration, the parties shall be taken to have waived any right to any form of appeal or to a court of law or other judicial authority.

(f) The construction, validity and performance of this agreement shall be governed in all respects by the laws of England and Wales.

(g) Nothing in this agreement shall affect the right of any party to serve any writ, judgement or other notice of legal process in any manner permitted by applicable law and the parties hereby consent to service being effected in any such manner, whether by mail or otherwise.

(h) The submission to jurisdiction under this agreement shall not (and shall not be construed so as to) limit the rights of any party to take proceedings against any other party in whatsoever jurisdiction as that first party shall think fit nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other competent jurisdiction whether concurrently or not.

(i) If any event or occurrence beyond the reasonable control of Earthoil (“interrupting circumstances”) causes delays in or failure or partial failure of performance by Earthoil of all or any of its obligations in terms of any order placed by the Purchaser, the performance by Earthoil of the affected obligations shall be suspended for the period during which the interrupting circumstances prevail. If such interrupting circumstances affect any part of the order to a material extent for more than 30 (thirty) days, the Purchaser shall be entitled on 14 (fourteen) days’ written notice to revoke the order in question.

(j) A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

(k) Written notice of the interrupting circumstances specifying the nature and date of commencement thereof shall be despatched by Earthoil to the Purchaser as soon as reasonably possible after the commencement thereof. Written notice of the cessation of the interrupting circumstances shall be given by Earthoil within 14 (fourteen) days after such cessation. For the purposes hereof interrupting circumstances include without limitation, acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or of a public enemy, industrial action, or other action or inaction of employees of Earthoil designed directly or indirectly to affect adversely the operation of the business of Earthoil , interruption of transport, lockouts, prohibition of exports, rationing of supplies, flood, storm, and fire affecting Earthoil ’s operations or the operations of a supplier or contemplated supplier of goods or services essential to the operations of Earthoil .

(l) No warranties or representations, express or implied, whether by law, contract or otherwise and whether they induced the order or not, which are not set forth in these standard terms and conditions or ancillary documentation referred to in clause 13 shall be binding on Earthoil to the extent permitted by law. To the extent permitted by law, the Purchaser irrevocably waives any right (under common law or otherwise) it may have to rely thereon.

(m) A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.