These General Terms and Conditions, together with the Confirmation constitute the entire agreement (“Agreement”) between the parties with respect to the supply of various Hydrocarbon Oils contemplated herein and supersedes any prior understandings, agreements or arrangements between the parties, written or oral, to the extent they relate to this subject matter. The Agreement can only be amended or changed by written agreement (which may be by exchange of emails confirming the amendment) by both parties. In the event of a conflict between these General Terms and Conditions and the Confirmation, the Confirmation shall prevail.

1. Definitions

“Buyer” means the party purchasing Hydrocarbon Oils from Seller.

“Confirmation” means any commitment by Buyer and Seller to purchase and sell Hydrocarbon Oils under the terms specified hereunder. Such Confirmation may include among other commercial terms, the price, production slot, order job card, volume, place and date for delivery of the Hydrocarbon Oils.

“Job Card” A written confirmation issued by the Seller, specifying the agreed-upon price, quantity, quality, price formula, production slot, and delivery date for the goods or services to be provided under this Contract.

“Force Majeure” means any cause not reasonably within the control of a party, whether or not foreseen, including, without limitation, labor disputes, strikes, governmental interventions, decisions of the courts, orders, demands or requests of any international, national or local port, transportation or other authority, embargos, requisitions, mobilization, quarantine, blockage, riot wars, military operations, national emergency, terrorism acts, civil commotion, hijacking, fire, explosion, mechanical breakdown, flood, accident, storm or any act of God, curtailment, failure or cessation of supplies of Hydrocarbon Oils from any of Seller’s sources of supply (whether or not in fact such sources of supply are for the purposes of any Confirmation) and any cause attributable to any of the foregoing shall also be considered a Force Majeure event.

“Hydrocarbon Oils” means products derived from crude oil or pyrolysis hydrocarbon oil.

“Pollution Event” means any occurrence as a result of which the Hydrocarbon Oils escaped onto or into land or water.

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“Invoice” An Invoice is a document issued by a seller to a buyer that confirms a completed sale and details the products or services provided, along with the total amount due for payment. It typically includes the seller’s name and contact information, the buyer’s name and contact information, a description of the goods or services, the quantity and cost of each item, the total amount due, and the payment terms.

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“Proforma Invoice” A Proforma Invoice is a preliminary document issued by a seller to a buyer prior to the delivery of goods or services. It serves as an estimate or quote for the total cost of the transaction and is not legally binding. Its primary purpose is to facilitate the transfer of advance payment.

“Seller” means PetroShell Industries FZ-LLC

2. Price

The price for Hydrocarbon Oils shall be the amount specified in the Confirmation or Job Card and shall be payable in the currency stated therein, without set-off, deduction, or counterclaim of any kind. The Buyer shall also be solely responsible for and shall pay, in full and without delay, any and all additional charges, costs, and expenses associated with the delivery of Hydrocarbon Oils, regardless of the delivery method (container, ex-tank, vessel, or pipeline), including but not limited to:

a)    All expenses, costs, and liabilities incurred as a result of the Buyer, its representatives, or the Master of the vessel rejecting, refusing, or failing to accept, in whole or in part, the delivery of Hydrocarbon Oils;

b)    Wharfage charges, terminal handling fees, barging charges, including demurrage, or any other similar charges applicable to the delivery of Hydrocarbon Oils, whether delivered via container, ex-tank, vessel, or pipeline;

c)    Mooring or unmooring charges, port dues, terminal fees, or any other comparable fees incurred by the Seller in connection with the delivery of Hydrocarbon Oils, irrespective of the method or mode of delivery;

d)    All duties, taxes (excluding taxes on the Seller’s profits), carbon or other greenhouse gas costs or imposts, impositions, levies, charges, freights, premiums, or any other costs arising from or associated with the delivery, handling, or transfer of Hydrocarbon Oils, regardless of the delivery method;

e)    Any additional costs, fees, or charges incurred by the Seller, including payments for overtime, out-of-hours operations, delays, or any other circumstance that results in increased costs to the Seller in connection with any delivery under a Confirmation or Job Card, regardless of whether the delivery is made by container, ex-tank, vessel, or pipeline;

f)    Any other costs or expenses incurred by the Seller due to any delay, complication, or unforeseen circumstance arising from or in connection with the delivery of Hydrocarbon Oils under the terms herein, irrespective of the cause or delivery method.

The Buyer acknowledges and agrees that all such additional charges, costs, and expenses are supplemental to the price specified in the Confirmation or Job Card and shall be payable upon demand by the Seller without any deduction, set-off, or counterclaim.

3. Cancellation Fee/Loss Reimbursement

If the Buyer cancels or fails to take, in whole or in part, the delivery of Hydrocarbon Oils as specified in the Confirmation within the agreed delivery period/Job Card for any reason, including but not limited to a Force Majeure event, the Buyer shall pay the Seller a cancellation fee equal to the greater of:

(a) US$500,000 (Five Hundred Thousand United States dollars) as liquidated damages; or
(b) All losses, costs, and liabilities incurred by the Seller as a result of such cancellation or failure to take full delivery, including, without limitation:
(i) The difference between the price specified in the Confirmation and the Seller’s reasonable estimate of the market price at the delivery port as per the customary market marker on the date of such cancellation or failure to take full delivery;
(ii) Losses, costs, and damages associated with terminating, liquidating, obtaining, or re-establishing any hedging arrangement or related trading position;
(iii) Costs to sell the product to alternative buyers or dispose of the product;
(iv) Storage costs incurred by the Seller, including a storage tank fee of US$10 per cubic meter per day (or part thereof), for storage in tanks owned by the Seller (refinery). If the material does not fill the entire tank, charges will be based on the full cubic meter capacity of the tank occupied by the material;
(v) Pump-back fees;
(vi) Hydrocarbon oil downgrade expenses;
(vii) Inspection charges; and
(viii) Demurrage charges (“Actual Losses”).

Under no circumstances shall the Buyer be entitled to any refund of any excess amounts already paid after deduction of all above incurred losses or any associated charges, regardless of the reason for cancellation, including events of Force Majeure.
If the cancellation fee as set forth in section (a) exceeds the Actual Losses incurred by the Seller, the parties acknowledge and agree that the cancellation fee remains valid and enforceable, as it constitutes a genuine pre-estimate of the losses likely to be sustained by the Seller due to the Buyer’s cancellation or failure to take full delivery.

4. Invoices

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Seller’s invoice shall be sent via electronic mail if permitted under applicable law, or by any other means designated by Seller and permitted by applicable law. Invoiced amounts may be subject to subsequent adjustment as may be necessary on receipt by Seller of additional information concerning the transaction.

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5. Payment

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Payment by Buyer shall be due in the currency set forth on the Confirmation / Job Card and without any discount, withholding, offset or allowance. Payment shall be made by electronic wire transfer to the bank account stated on the invoice, such that funds are received into such account no later than 21 days following the date the Hydrocarbon Oils were delivered or should have been delivered if section 3 applies or as otherwise agreed in writing. In addition to any other remedy allowed by law, if payment has not been received by Seller on or prior to the due date, Seller may, without notice, (a) charge interest and delivery costs on any amounts not paid by such date at the lesser of 2% per month and the maximum rate allowable under applicable law, (b) set-off any amounts Buyer may be owed by Seller or PetroShell’s Affiliate, up to the amount Buyer owes Seller; (c) assert any rights that Seller may have against the vessel and (d) if delivery has not been made with respect to any other Confirmation, Seller may terminate such Confirmation(s) with immediate effect and without liability to Buyer and/or suspend any future deliveries to Buyer.
Advance payment for prebooking, as per the Proforma Invoice, shall be made via electronic wire transfer to the bank account specified on the Proforma Invoice. The funds must be received in the specified account no later than 21 days after the date of the Proforma Invoice for the Hydrocarbon Oils prebooking. If the Buyer cancels the prebooking of the Confirmation within the agreed delivery period or Job Card for any reason, including but not limited to a Force Majeure event, the Buyer shall pay the Seller a cancellation fee as stipulated in Section 3.

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6. Delivery and Health and Safety and Environmental Requirements

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a)    Buyer warrants that the transporter can safely receive Hydrocarbon Oils and shall ensure that the transported has all certificates required to comply with all relevant regulations relating to delivery of the Hydrocarbon Oils at the port or place of delivery. Buyer shall provide Seller with the maximum allowable pumping rate and pressure that the transporter requires and agree on communication and emergency shut-down procedures and advise Seller of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of, and particular to, the transporter and which might adversely affect the delivery of the Hydrocarbon Oils.

b)    Requirements for the Means of Transport: The Means of Transport designated for receiving the Cargo shall comply with all applicable governmental, local, laws and/or regulations, in force at the Point of Loading and regulations and requirements of whatever nature as detailed. Where the Means of Transport does not comply with such requirements the Seller may refuse the Means of Transport in question.

c)    Determination of the quantity and the taking of samples for the purpose of determining quality of the Cargo shall be carried out in accordance with the standard practice in use at the Point of Loading at the time of the Delivery.

d)    Any delays in delivering the Cargo caused by the Buyer’s failure to provide the documents necessary for the delivery of the Cargo will be for the Buyer’s account. The Buyer shall indemnify the Seller for all costs, losses and damages, including but not limited to penalties, fees and/or detention incurred as a result thereof.

e)    The determination of the quantity and quality shall be performed at the Point of Seller Tank as agreed between the Parties in the Special Conditions. In the absence of such agreement as described, the determination of the quantity and quality shall be performed at the Point of Seller Tank Loading Point in accordance with the approved industry practice and standard practice in use at the Point of Loading.

f)    Seller and Buyer represent to each other that they are in compliance with all applicable laws and government regulations with respect to the environment and that they have policies of environmental responsibility in place concerning their respective Hydrocarbon Oils processes.
g)    Proof of Import Authorization: Buyer must provide proof that the product is authorized for import into the country of destination by relevant authorities. Such proof may include but is not limited to:
•    Import permits issued by government agencies for the specific hydrocarbon product being imported (Which must clearly reference the product specification.)
•    Certificates of compliance with local environmental and safety regulations.
•    Any additional documentation as required under the laws of the destination country for importing hydrocarbon products.
Failure to provide the requested documentation will be regarded as an order cancellation and will be handled in accordance with the cancellation clause 3.

7. Risk and Title

Risk and title to the Hydrocarbon Oils shall transfer unconditionally from the Seller to the Buyer upon delivery, irrespective of the delivery method or location. This transfer occurs immediately when the Hydrocarbon Oils are made available to the Buyer, including but not limited to when flexi containers / transporters are placed by the Buyer at the Seller’s terminal and they are filled with the hydrocarbon oils, or when the Hydrocarbon Oils pass the point of transfer from the Seller’s delivery facilities to the Buyer’s receiving facilities. From that moment forward, the Buyer assumes full and exclusive risk, responsibility, and liability for the Hydrocarbon Oils, and the Seller shall have no further obligations or liabilities with respect to the Hydrocarbon Oils.

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8. Quality

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The Buyer acknowledges and agrees that the Hydrocarbon Oils supplied under this Agreement shall conform to the standards and specifications of the sample provided to the Buyer, unless otherwise specified in the job card or confirmation for the relevant grade or product being delivered. This section represents the entirety of the Seller’s obligations concerning the quality of the Hydrocarbon Oils supplied. To the fullest extent permitted by law, all statutory or other conditions, warranties, and representations, whether express or implied, regarding the description, quality, fitness for purpose, or absence of bio-components in the Hydrocarbon Oils, are hereby expressly excluded unless such exclusion is prohibited or rendered ineffective by applicable law.
 

9. Restrictions

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To the extent that Hydrocarbon Oil is sold on a duty or tax-exempt basis, Buyer shall comply with all local requirements and shall execute all such documents necessary to permit the sale on such basis, including any declarations on use of the Hydrocarbon Oil. To the extent that a claim is made by any authorities against Seller on the basis that such Hydrocarbon Oil was subject to any duty or taxes and such claim arose partly or wholly due to the action, omission or fault of Buyer (including any use of Hydrocarbon Oil in domestic waters), then Buyer shall reimburse Seller for any claims, losses, costs (including costs as between attorney or solicitor and client), damages, liabilities, fines, penalties and expenses attributable to such action, omission or fault of Buyer.

10. Indemnity/Liability

The Buyer agrees to fully indemnify and hold harmless the Seller, its affiliates, and their respective officers, employees, agents, and representatives (collectively, the "Seller Parties") against any and all claims, losses, costs (including full legal costs on an attorney or solicitor-client basis), damages, liabilities, fines, penalties, and expenses of any kind whatsoever that arise out of or in connection with the delivery of Hydrocarbon Oils. This indemnity applies irrespective of any act, omission, negligence (including gross negligence), or willful misconduct on the part of the Seller or the Seller Parties.

Exclusion of Liability:
To the fullest extent permitted by law, neither the Seller nor the Seller Parties shall have any liability to the Buyer for any claim arising under or in connection with the sale, delivery, or use of Hydrocarbon Oils, including but not limited to:
(a) any loss of actual or anticipated profit;
(b) any losses caused by business interruption;
(c) any loss of goodwill or reputation; or
(d) any indirect, incidental, special, punitive, or consequential costs, expenses, losses, or damages of any kind, even if such costs, expenses, losses, or damages were reasonably foreseeable or might have been contemplated by the Seller or the Seller Parties at the time of contracting, and whether arising from breach of contract, tort (including negligence or gross negligence), willful misconduct, breach of statutory duty, or otherwise.

Limitation of Liability:
The Seller and the Seller Parties shall have no liability whatsoever to the Buyer under or in connection with any delivery of Hydrocarbon Oils. The Buyer expressly waives any rights or remedies that may otherwise arise under applicable law in relation to any claim against the Seller or the Seller Parties, to the extent such waivers are legally enforceable.

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11. Termination

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In addition to any rights and remedies set forth in the Agreement or as otherwise allowed by law, Seller shall be entitled to terminate the Agreement upon notice and with immediate effect:
a)    upon breach by Buyer of any payment obligations hereunder or failure by Buyer to provide security / documents within two days of Seller’s request as provided for in Section 6;
b)    on any application being made or any proceedings being commenced, or any order or judgment being given by any court, for the liquidation, winding up, bankruptcy, insolvency, dissolution, administration, or reorganization or similar of Buyer;
c)    on any suspension of payment necessary to carry on business or compounding or making any special arrangement with creditors by Buyer; or
d)    upon the Buyer’s failure to provide KYC (Know Your Customer) documentation required by the Seller within a 2 weeks’ timeline from request being made.

Termination for any of the above reasons shall result in the immediate forfeiture of any payments already made by the Buyer. The Buyer shall also be liable for full cancellation fees or reimbursement fees for the Seller’s losses in accordance with Section 3, "Cancellation Fee/Loss Reimbursement." Upon termination, all sums owed to Seller shall become immediately due and payable.

12. Force Majeure

(a) Neither party shall be responsible for any failure to fulfill its respective obligations under the Agreement (other than the payment of money) if fulfillment has been delayed, hindered, interfered with, curtailed or prevented by the occurrence of a Force Majeure event. If either the availability from any of Seller’s sources of supply of Hydrocarbon Oils, whether deliverable under any Confirmation or not, or the normal means of transport or delivery of such Hydrocarbon Oils is delayed, hindered, interfered with, curtailed or prevented, then Seller shall be at liberty to withhold, reduce, suspend or cancel deliveries under any Confirmation to such extent as Seller may in its absolute discretion think fit and Seller shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers. Any additional quantities which Seller does acquire from other suppliers or from alternative sources may be used by Seller at its complete discretion and need not be taken into account by Seller for the purpose of determining the extent to which it is to withhold, reduce or suspend deliveries under any Confirmation. Buyer shall be free to purchase from other suppliers any deficiencies of deliveries of Hydrocarbon Oil caused by the operation of this section but Seller shall not be responsible for any additional cost thereby incurred by Buyer

(b) Seller reserves the right to increase the price charged for any Hydrocarbon Oil (whether the price was originally determined by reference to Seller’s prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by Seller in making the relevant supply due to factors which are beyond the control of Seller, including without limitation any increased taxes, duties, the making of any law, order, byelaw or other regulation, the occurrence of any currency fluctuation affecting the cost of any imported items.
(c) In the event of a Force Majeure event that prevents the Seller from fulfilling its obligations under this Agreement, Seller shall not be obligated to refund any advance payments made by Buyer. Such payments may be retained by Seller to offset losses, costs, or expenses incurred as a result of the Force Majeure event.

13. Trade controls and boycotts

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Notwithstanding anything to the contrary herein, nothing in this Agreement is intended, nor should it be interpreted or construed, to induce or require either party to act or refrain from acting (or agreeing to act or refrain from acting) in any manner that is inconsistent with, penalized, or prohibited under any laws, regulations, or decrees of the United Kingdom, the United States of America, or other applicable official government rules or requirements related to foreign trade controls, export controls, embargoes, or international boycotts of any type.
The Buyer shall bear the responsibility of providing the Seller with official government documentation from the country of destination, demonstrating proof of import authorization ("Proof of Import Authorization"). Such evidence must confirm the Buyer’s ability to lawfully import the Hydrocarbon Oils in compliance with all applicable laws and regulations. Failure to provide this documentation to the Seller’s satisfaction within a 2 weeks’ timeline from the start of KYC procedure will constitute grounds for cancellation of the order under Section 6(k), "Proof of Import Authorization," and subject the Buyer to the terms of Section 3, "Cancellation Fee/Loss Reimbursement."

14. Facilitation Payments and Anti-Corruption

(a) Buyer and Seller each agree and undertake that in connection with the Agreement, they will each respectively comply with all applicable laws, rules, regulations, decrees and/or official government orders of the United Kingdom, United States of America and any other relevant jurisdiction relating to anti-bribery and anti-money laundering.
(b) Buyer and Seller each represent, warrant and undertake that they shall not, directly or indirectly (1) pay, offer, give or promise to pay or authorize the payment of any monies or other things of value to (i) a government official or an officer or employee of a government or any department, agency or instrumentality of any government; (ii) an officer or employee of a public international organization; (iii) any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; (iv) any political party or official thereof, or any candidate for political office; and (v) any other person, individual, entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities; or (2) engage in other acts or transactions, in each case if it is in violation of or inconsistent with the anti-bribery or anti-money laundering legislation of any relevant jurisdiction.

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15. New and Changed Regulations

The parties are entering into a Confirmation in reliance on the laws, rules, regulations, decrees, agreements, concessions, and arrangements (“Regulations”) in effect on the date hereof with governments, government instrumentalities, or public authorities affecting the Hydrocarbon Oils sold hereunder, including, but without limitation to the generality of the foregoing, those relating to the production, acquisition, gathering, manufacturing, transportation, storage, trading, or delivery thereof, insofar as such Regulations affect Seller.
In the event that at any time and from time to time during the term of a Confirmation any Regulations are changed or new Regulations become effective, and the effect of such changed or new Regulations (a) is not covered by any other provision of these terms and conditions, and (b) has a material adverse economic effect upon the Seller, then Seller shall have the sole option to request renegotiations of the prices or other pertinent terms provided for in these terms and conditions. Said option may be exercised by the Seller at any time after such changed or new Regulation is promulgated, by written notice of desire to renegotiate, such notice to contain the new prices or terms desired by the Seller.
If the parties do not agree upon new prices or terms within thirty (30) days after the Seller has given such notice, the Seller shall have the right to terminate any Confirmation at the end of the said thirty (30) day period. Any Hydrocarbon Oils lifted during such thirty (30) day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed Regulations concerned.

16. Notices

All notices under this Agreement must be in writing and will be deemed effective when sent by email, courier, or registered post to the recipient’s last known address or email. Notices sent by email are deemed received upon sending, unless a delivery failure is reported. Notices outside of business hours will be deemed received the next business day. It is the Buyer’s responsibility to ensure their contact details are up to date; any failure to do so will not affect the validity of notices sent to the last known contact information.

17. Waiver

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Failure by any party to enforce any provision of the Agreement shall not in the absence of a written confirmation of a waiver be construed as a waiver of such a provision. No waiver by either party of any provision of the Agreement shall be construed as a waiver of any succeeding breach of the same or any other provision of the Agreement.

18. Severability

The validity of the provisions of this Agreement shall not be affected if any particular provision or provisions of the Agreement are declared illegal, unenforceable, or contrary to law or public policy. In the event that a provision is declared unenforceable or illegal, Seller shall have the exclusive right to determine whether such provision shall be amended, replaced, or voided, at its sole discretion.
If any such declaration materially affects the rights or obligations of either party, the parties shall promptly meet and negotiate in good faith to amend the affected provisions. However, any such amendment shall be solely for the benefit of the Seller and in a manner that most closely and accurately reflects the Seller’s intent and purposes of the Agreement. If the parties cannot agree on the amendment within a reasonable time frame, Seller shall have the right, without further negotiation, to terminate the Agreement or adjust the terms to its satisfaction, without liability and the buyer shall be liable to pay any cancellation fees as specified in Section 3, "Cancellation Fee/Loss Reimbursement," and any other losses incurred by the Seller as a result of such termination, as determined by the Seller at its sole discretion.

19. Assignment

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The Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Buyer shall not assign all or any part of the benefit of, or any rights or benefits under, the Agreement without the prior written consent of Seller.

20. Language

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Each notice, demand, request, statement, or other communication under or in connection with the Agreement shall be in English. 

21. No Partnership

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Nothing in the Agreement and no action taken by the parties in connection with the Agreement shall constitute a partnership, association, joint venture or other co-operative entity between any of the parties.

22. Information

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(a) Data supplied, whether personal or otherwise, by a Buyer and/or which relates to a Buyer’s account will be held and processed by computer or otherwise by Seller to operate Buyer’s account(s); to confirm, update and enhance Seller’s customer records; for statistical analysis; to establish any identity or otherwise as required under applicable legislation; to assess each Buyer’s credit status on an ongoing basis; and otherwise as considered necessary or appropriate by Seller. In each case the processing may continue after the Agreement has ended. Alternatively, Buyer may be requested to complete or fulfill other checks as may be necessary to satisfy credit assessments, money laundering or fraud detection requirements.
Seller may disclose data relating to Buyer and/or Buyer’s account(s) (a) to any PetroShell Affiliate (b) to a credit reference agency where it may be accessed by other financial institutions to assist assessment of any application for credit made to Seller and for debt tracing and fraud prevention; (c) to any agent or sub-contractor of Seller performing services in connection with Buyer’s account; (d) to any person to whom Seller proposes to transfer any of its rights and/or duties under the Agreement; (e) to any guarantor or person providing security in relation to Buyer’s obligations hereunder; (f) as required or permitted by law or any regulatory authority; and/or (g) as otherwise considered necessary or appropriate by Seller.
Notwithstanding anything to the contrary and without waiving any rights or remedies that Seller may have, all monies due and owing by Buyer to Seller shall become due and payable immediately if Seller discovers that any information provided by Buyer to Seller is materially inaccurate.

23. Third Party Beneficiaries

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Except as otherwise set forth in Section 13, the Agreement is intended solely for the benefit of the parties and nothing in the Agreement shall be construed to create any rights in favor of, any duty to or standard of care with reference to, or any liability to any third party.

24. Agent Jointly and Severally Responsible

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If Buyer enters into a Confirmation through an agent, such agent shall be liable not only as agent but also jointly and severally liable as principal for the performance of all obligations hereunder.

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25. Confidentiality

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Each party shall treat as confidential all information obtained as a result of entering into or performing the Agreement which relates to the subject matter of these terms and conditions; or the other party. Each party agrees that it will (i) not disclose any such confidential information to any person other than any of its directors or employees who needs to know such information in order to discharge his/her duties; (ii) not use any such confidential information other than for the purpose of satisfying its obligations under any Agreement; and (iii) procure that any person to whom any such confidential information is disclosed by it complies with the restrictions contained in this section as if such person were a party to any Agreement. Notwithstanding the other provisions of this section, either party may disclose any such confidential information: (x) if and to the extent required by law or for the purpose of any judicial proceedings; (y) to its affiliates (including PetroShell Affiliates), professional advisers, auditors and bankers, (z) if and to the extent the information has come into the public domain through no fault of that party. The restrictions contained in this section shall continue to apply for a period of two years following termination of the Agreement.

26. Governing Laws

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These Terms and Conditions of Sale, and any dispute, controversy, claim, or matter arising out of or in connection with them (including non-contractual obligations), shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over all matters arising out of or relating to these Terms and Conditions. The Buyer irrevocably submits to the jurisdiction of these courts and waives any objection on the grounds of venue, inconvenient forum, or any similar doctrine. The Seller reserves the right, at its sole discretion, to initiate proceedings in any jurisdiction deemed appropriate, including jurisdictions where the Buyer resides, conducts business, or holds assets. Service of process, legal notices, or other documents may be effected by courier, registered mail, or email to the Buyer’s last known address, and shall be deemed effective upon delivery or five (5) business days after dispatch, whichever occurs first.
The Buyer waives any immunity or protection from jurisdiction or enforcement, and agrees to indemnify the Seller for all costs, expenses, and legal fees incurred in connection with enforcing the Seller’s rights under these Terms and Conditions.
Without derogating from the specific time limits set forth herein, and any other provisions requiring compliance within a given period, all of which shall remain in full force and effect, any claim arising under the Agreement shall be commenced within one (1) years of the date on which Seller delivered or should have delivered the Hydrocarbon Oils to Buyer, failing which the claim shall be time barred and any liability or alleged liability of the other party shall be extinguished.

27. Acceptance of Terms and Conditions:

By entering into any transaction of sale with the Seller, the Buyer expressly acknowledges and agrees to be bound by these Terms and Conditions of Sale in their entirety, without exception. The Buyer further agrees that these Terms and Conditions shall govern all aspects of the transaction, regardless of any conflicting or additional terms proposed by the Buyer, unless expressly agreed to in writing by the Seller. The Buyer’s acceptance of delivery, payment of any amount due, or any other act of performance under the transaction shall constitute conclusive evidence of the Buyer’s unconditional acceptance of these Terms and Conditions.
Additionally, by engaging in any part of the transaction, including placing an order, making payment, or accepting delivery, the Buyer automatically and irrevocably agrees to be bound by the Seller’s Terms and Conditions of Sale. The Buyer acknowledges that the Terms and Conditions are publicly available at our website, and it is the Buyer’s responsibility to review them prior to proceeding. Should the Buyer disagree with the Terms and Conditions, they must refrain from continuing with the transaction.