General Terms and Condition of Supply

In the absence of any Supply Agreement which has been signed on behalf of Shell and the Buyer, all Products and Services are supplied subject to Shell's General Terms and Conditions of Supply detailed below and (where relevant) the Delivery Promise (together this 'Agreement'). Without limitation, placing an order (which is subsequently accepted by Shell) and/or lifting and/or accepting the Product shall signify acceptance of this Agreement and shall override any other terms or conditions put forward by the Buyer. To the extent of any inconsistency between this Agreement and any other agreement signed by duly authorised representatives of Buyer and Shell, the terms of the latter agreement shall apply.

This Agreement shall apply only to an individual order and supply of Products or services between Shell and the Buyer shall not be construed as conferring an ongoing relationship or term contract between the Buyer and Shell. Shell has no obligation to accept any order from the Buyer and the Buyer has no obligation to place orders with Shell. Shell reserves the right to recover any loss it suffers as a result of the Buyer cancelling or amending an order after it has been submitted to and accepted by Shell.

“Affiliate” means a company which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement. For this purpose, control means the direct or indirect Ownership of in aggregate fifty per cent or more of voting capital;

“Anti-Corruption Laws” means (a) the United States Foreign Corrupt Practices Act of 1977; (b) the United Kingdom Bribery Act 2010; and (c) all applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit tax evasion, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person.

“Shell” means Shell Markets Middle East Limited FZE Dubai Branch.

“Buyer” means the purchaser of the Products and/or Services offered by Shell.

“Personal Data” means any information related to an identified or identifiable individual.

“Product/s” means oils, greases, car care products and/or other compounds manufactured and/or sold by Shell.

“Services” means the services offered by Shell from time to time under this Agreement.

“Delivery Promise” means Shell’s brochure (as may be updated and issued to the Buyer from time to time) relating to supply of the Products and setting out details of such matters as ordering processes, delivery times, minimum orders and discounts.

“Related Parties” mean in relation to a Party, (a) any of its Affiliates; (b) any person employed by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and (d) any person or entity acting for or on behalf of that Party or its Affiliates.

“Restricted Jurisdiction” means a country, state, territory or region which is subject to comprehensive economic or trade restrictions under Trade Control Laws applicable to the performance of this Local Purchase Contract. As of the date of this Local Purchase Contract, Restricted Jurisdictions include Cuba, Crimea and Sevastopol, Iran, North Korea, Syria and the non-government-controlled oblasts of Ukraine.

"Restricted Party" means any individual, legal person, entity or organisation that is: -

i. resident, established or registered in a Restricted Jurisdiction;

ii. classified as a US Specially Designated National or otherwise subject to blocking sanctions under Trade Control Laws;

iii. directly or indirectly owned or controlled (as these terms are interpreted under the relevant Trade Control Laws), or acting on behalf of, persons, entities or organizations which are targeted by Trade Control Laws; or

iv. a director, officer or employee of a legal person, entity or organization which are targeted by Trade Control Laws.

"Trade Control Laws" means any laws concerning trade or economic sanctions or embargoes, Restricted Party lists, trade controls on the imports, export, re-export, transfer or otherwise trade of goods, services or technology, anti-boycott legislation and any other similar regulations, rules, restrictions, orders or requirements having the force of law in relation to the above matters and in force from time to time, which are applicable to a Party involved in the performance of the Agreement.

The Buyer shall place the Purchase Order on Shell by sending order to www.market-hub.shell.com or to such other address or in such other manner as may be notified by Shell from time to time, in accordance with Shell’s requirements as to method, format, period of notice for delivery and any other relevant provisions notified to the Buyer from time to time. Notwithstanding any provision to the contrary herein, any orders placed manually, rather than through the automated ordering system provided, shall be subject to a manual processing fee. This fee compensates for the additional administrative and labor costs incurred to process these orders. The specific fee amount shall be determined at the time of order placement and communicated to the customer.

Payment for Products and Services shall be due in accordance with the payment terms agreed by Shell and Buyer which are confirmed on the invoice. Payment shall be made by direct debit unless otherwise agreed by Shell.

Shell reserves the right to claim interest on late payment and compensation for debt recovery costs to the maximum extent permitted under applicable law if payment is not made in accordance with the agreed Terms. Where the last day for payment falls on a day other than a Working Day, then any such payment shall be made on the nearest preceding Working Day.

Shell may at any time withhold and set off any sum due from Shell to the Buyer against any sum due from the Buyer or any of the Buyers Affiliates to Shell under this Agreement or otherwise.

Unless agreed otherwise, the price to be paid by Buyer for Products will be calculated as follows:

• Shell's price as shown on Shell’s published price list (the “List Price”) for the Product, grade and quantity in question applicable on the date Product is ordered less any discount agreed with Buyer from time to time unless as per the formula or fixed price mutually agreed between the Parties.
• Any Product uplifted will be credited at the prices charged on the date of order i.e. once the credit block is passed and order confirmation is generated.
• The price to be paid by Buyer for Services shall be agreed with Shell in writing prior to the performance thereof.
  
• The pricing is based on the Product specifications detailed by Shell. Any change to the Product specifications, whether mutually agreed by the Parties or mandated by law or regulation, may warrant a corresponding change in the pricing, on a case-to-case basis.
  

In situations that delivery of Products is made to any of the Buyer’s Delivery Point i.e. either to a location other than the Delivery Point designated in writing, and/or by a delivery mode other than the mode of delivery designated in writing, the cost of trans-shipment shall be borne solely by the Buyer which shall be based on the actual cost of trans-shipment and delivery.

The price to be paid by Buyer for Services shall be notified by Shell prior to the performance thereof.

Unless otherwise agreed to the contrary, the Buyer has the option of either opting for an advance payment route or the standard credit route; In both instances the Buyer shall be bound by the standard operating procedure and credit policies of Shell, as applicable from time to time

Buyer shall pay Shell any invoiced amount within the period as has been agreed by Shell in writing.

Shell will notify Buyer in writing of the amount of Buyer’s credit limit (inclusive of VAT/GST) following a request by Buyer or if Shell deems it necessary. The credit limit may be reduced or withdrawn by Shell at its sole discretion at any time and without prior notification to Buyer.

The Buyer’s credit limit shall be fully secured by a bank guarantee, cash security or letter of credit issued by a bank acceptable to Shell, or such other forms of security as may be acceptable to Shell. Any expiring security or collateral would automatically reduce the credit line by an amount equal to the expiring security/collateral.

If at any time the reliability or the financial responsibility of Buyer (or of any guarantor or other person furnishing security in support of Buyer) should, in Shell's opinion, be or become impaired or unsatisfactory or should Buyer exceed its credit limit, then Shell may in its absolute discretion, vary the manner and/or terms on which Buyer shall make payment for Product and /or Services or demand (additional or another form of) security from Buyer.

Time shall be of the essence in relation to all payment or repayment terms in the Agreement and any variations to those terms. If Buyer fails to make any payment under the Agreement on the date it falls due then Shell may suspend any outstanding deliveries and/or terminate the Agreement with immediate effect at any time by notifying Buyer in writing.

At the sole discretion of Shell, in the event the outstanding unpaid purchases of Buyer, even if not yet due and demandable, reaches the credit limit as agreed by Shell, all subsequent purchases of Product by Buyer shall be on “pre-paid” basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading. Accordingly, SHELL shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.

If Buyer fails to pay its purchases within the agreed credit term, all subsequent purchases of Product by Buyer shall be on pre-paid basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading of the Products. Accordingly, Shell shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.

If Buyer fails to make any payment hereunder on the date it falls due then, interest will accrue with retrospective effect from the date on which such amounts fell due up to and including the date on which payment is received by Shell, at the rate equal to 7% (seven percent).

Buyer acknowledges that Shell’s withholding or termination of credit privileges does not constitute a constructive termination of this Agreement, nor does it relieve either Party of any duties or obligations under this Agreement.

Prices charged by Shell are in principle exclusive of sales taxes, VAT, GST and other similar indirect taxes. All such taxes incurred in connection with the supply of Products will be billed to, and paid by the Buyer. Only in cases advised by Shell will prices be inclusive of VAT/GST. Prices are inclusive of all other taxes, imports and duties leviable by any fiscal authority having authority unless such Product is exempt from any such tax, import or duty under and in accordance with the applicable law. Buyer warrants and undertakes that Product and Services supplied under this Agreement will not be used in contravention of applicable laws.

Any Product shall conform with any specification or description set out in Shell literature published in relation thereto as current from time to time. Product will be fit for the purpose set out in Shell literature and not for any other purpose whatsoever and all other warranties (express or implied), terms or conditions are expressly excluded.

Shell shall perform the Services in a competent manner on a best effort basis, with reasonable skill and care, in conformity with any requirements of applicable law and in compliance with the Shell General Business Principles. Shell shall perform the Services as an independent consultant and in an advisory capacity. The full responsibility for any use made of the Services shall rest exclusively with Buyer.

In case Shell has expressly committed to the Services, Shell shall on a best effort basis make available to Buyer, on the terms agreed in writing the assistance of Shell's technical and operational staff to advise and train Buyer’s personnel in the proper and safe utilization, handling and storage of petroleum products.

For the avoidance of doubt, it is expressly understood that the advice and training to be made available as part of the Services by Shell to the Buyer shall be consistent with the standard practices of Shell and/or the oil industry. The Buyer expressly agrees and acknowledges that it shall, at its own cost, consider such advice and training and determine its applicability and/or compatibility to the Buyer’s operations.

Quality determination shall be in accordance with specific commitments made by the Shell in writing.

Shell shall be responsible for measurement of the quantity of Product delivered for the purposes of preparing accounts which shall be conclusive and binding in the absence of manifest error on the part of Shell.

Buyer is entitled to be represented at the taking of measurements for bulk deliveries if it so requests. Shell does not accept any responsibility whatever for discrepancies in Buyer's tanks, dip rods or other measuring devices or any discrepancies arising there from the quantity of bulk Product actually delivered may vary by up by up to 10% (either way) in the case of lubricants from the quantity ordered by the Buyer. Shell will charge the price for the quantity delivered but any load concessions agreed with the Buyer for which the order might otherwise have qualified will still be applied.

Products shall be delivered to Buyer or procured to be delivered on the days, between hours and in loads of minimum and/or maximum quantity as may from time to time be prescribed by Shell, and Buyer shall request deliveries under this Agreement accordingly and shall allow reasonable time for Shell to deliver. Buyer warrants and undertakes to provide suitable facilities to allow safe offloading.

The cost of uplifts requested by Buyer or caused by Buyer's default may be charged to Buyer. With Shell's consent Buyer may collect Products itself or by sub-contractor directly from a designated Shell location.

The collection vehicles shall be suitable for delivering Products of the type and quantity to be collected and compatible with the facilities available at the Shell location. Vehicles must be insured, licensed and in proper roadworthy condition.

Drivers of vehicles must be qualified, equipped for taking delivery of Products and must strictly comply with all safety and other requirements of applicable law and as stipulated by Shell at each location. Shell accepts no liability for any damage, losses, claims, liabilities, costs and expenses of any kind arising from failure to comply with the provisions of this clause.

Minimum delivery lead times will be 10 (ten) working days from the date of order with exception of the following Sales keeping Unit SKU: Imported products

Packed Products: The Buyer should inspect the Product and packaging on delivery to verify quantity and check for damage. The Buyer will be required to sign a delivery note indicating that it has inspected and accepts the Products as described on the delivery note.

Shell will not accept any returns of packed Products following signature of the delivery note for whatever reason unless delivery comprised mixed packed pallets which could not reasonably be inspected at delivery (“qualifying mixed pallets”) in which case Buyer will have two working days to inspect the Products and notify Shell of any fault and submit a return request. All return requests/ faults must be submitted to Shell by telephone. The Buyer will incur a return order surcharge where the contamination arose as a result of the Buyer or its agents’ default.

To the extent permitted by law, Shell will not be liable to rectify damaged Product/ short deliveries where the Buyer has signed a delivery note or, in the case of qualifying mixed pallets, notified Shell outside the two working days time limit.

Bulk Products: Bulk fuel or lubricant returns will only be carried out by Shell in exceptional circumstances only (at Shell’s discretion) if there has been a contamination by the Buyer. All return requests must be submitted by telephone and agreed by Shell before returning to the authorized depot. The Buyer will incur a return order surcharge where the contamination arose as a result of the Buyer or its agents’ default.

Title and risk in respect of Products Purchased under this Agreement shall pass at the point of delivery in Dubai. This covers all deliveries of lubricants drums and packs in the transportation vehicle of transport contractor. For bulk deliveries, title and risk will pass at the hose or other connection between Shell’ storage facility in Dubai and the transportation vehicle of transport contractor, as the case may be, engaged to deliver the products to the Buyer’s storage facility and Notwithstanding such point of delivery, the Buyer requires that the products be delivered in any Emirate outside Dubai by a contractor engaged for the purpose; and to the extent that the Buyer requires Shell to engage such a contractor to effect such delivery, Shell shall do so a duly authorized facilitator for and on behalf of the Buyer and the agreement shall take effect accordingly.

If the Product is supplied in LUBECUBE containers and/or on pallets Buyer shall ensure that appropriate facilities are available for off-loading and loading the containers and/or pallets.

Buyer shall be responsible for the safe storage and handling of the containers and/or pallets whilst in its possession and shall not use them for any purpose other than the storage of Product supplied by Shell. Buyer shall notify Shell promptly when the LUBECUBE containers and/or pallets are ready for collection and shall ensure that they are empty and safe to handle. Shell reserves the right to invoice Buyer for the costs to Shell of replacing lost or damaged containers or pallets at the costs prevailing at the time of loss or damage.

Shell reserves the right to withdraw all or any Product and may from time to time change any specification to comply with any applicable safety or statutory requirements or if the changes do not materially affect their quality or fitness for purpose, in relation to any Product. Shell may discharge its obligations under this Agreement by supplying a different formulation of grade ordered or by supplying in substitution for that grade another Product or, in the case of that grade being ordered under or sold under a brand name, another Product or the same Product with another brand name provided that after substitution takes place the Product is in all material respects as suitable for the known purposes of the Customer as the original grade. Shell may make changes to the packaging of Product, including changes to design, size or weight and may cease to make available any Product in bulk.

All Intellectual Property Rights, and any Branded Materials or literature supplied by Shell in connection with this Agreement, shall be and remain the property of Shell or the relevant Shell Affiliate, and Buyer shall not be entitled to or claim, and shall procure that its Affiliates or agents do not claim, ownership of or any rights in the same. Buyer further acknowledges that any use or display of the Shell Trade Marks pursuant to this Agreement shall be deemed to be use by Shell or the relevant Affiliate of Shell, and furthermore that any goodwill attaching to the Shell Trade Marks and arising out of such use or display shall accrue to and be for the benefit of, Shell or the relevant Affiliate of Shell. Nothing in this Agreement shall give Buyer, its Affiliates or it agents any proprietary interest in or title, claim or right whatsoever to any of the Shell Trade Marks.

The only trademarks or trade names (other than Buyer’s name) which may be displayed in advertising or promoting the Products shall be those Shell Trade Marks designated or authorised by Shell, and Buyer shall comply strictly with Shell’s instructions relating to the context, scale and manner of use of such trademarks or trade names in all such adverting or promotion.

In the case of supply of bulk Products nothing in this Agreement, except as may be expressly provided or required by Shell, shall be deemed to confer any right on Buyer to apply any of the Shell Trade Marks to any Product or to use the Shell Trade Marks in relation to the Products. 

Buyer shall, and shall procure that its resellers and agents shall, only use the Shell Trade Marks as Shell may direct from time to time and only in such manner as Shell may direct from time to time.

Buyer agrees that it will not perform any act that may affect or harm the good reputation of Shell or any Affiliates of Shell, or of any of its or their products or brands. Buyer agrees that Product bearing Shell Trade Marks will be sold by Buyer in the form in which it is received and, in particular, Buyer will sell such Product without addition, adulteration, alteration or contamination of any kind whatsoever.

Buyer further agrees not to alter the decoration or visible design of packaged Product in any way or to remove, obliterate or otherwise deface the trade marks appearing thereon. For the avoidance of doubt and without prejudice to the generality of the foregoing, Buyer shall only use the Product containers and packaging material as provided by Shell, and shall return any used containers and advertising and packaging material to Shell if so requested and not repackage any Product supplied in bulk.

Buyer shall not, and shall procure that its resellers and agents do not, without the prior written consent of Shell in its absolute discretion:

• negotiate, renew or enter into any sponsorship, advertising or similar arrangement which would involve use or display of any of the Shell Trade Marks; or
• engage any brand service provider (e.g. advertising or media agency or market research company) in connection with activities which would involve use or display of any of the Shell Trade Marks; or
• commission, release, display or use any advertising or promotional materials in any media in connection with Shell or the Products and involving use or display of any of the Shell Trade Marks, other than those materials and templates provided or made available by Shell; or
• erect or otherwise display any signage or advertising hoardings displaying any of the Shell Trade Marks, other than as may be supplied or approved by Shell.

Buyer shall immediately discontinue any use of the Shell Trade Marks on expiration or termination of this Agreement.

Where any specification has been supplied by Buyer for Product manufacture by or to the order of Shell Buyer warrants that the use of that specification for the manufacture, processing, assembly or supply of Product to be sold under this Agreement shall not infringe the rights of any party.

No warranty or condition, express or implied, shall be given by Shell in respect of the merchantability or fitness for purpose of any Product supplied that has been manufactured in accordance with Buyer's product specification.

Buyer shall promptly notify Shell on becoming aware of any infringement or suspected or apparent or threatened infringement of, or any actions, claims or demands or proceedings in relation to, any Intellectual Property Rights and shall render to Shell all the assistance Shell may require in connection therewith, incidental thereto or arising thereunder, including the prosecution (at Shell’s expense) of any actions that Shell may deem necessary to commence for the protection or defence of any of its rights.

Buyer agrees not to alter the decoration or visible design of packaged Product in any way or to remove, obliterate or otherwise deface the trademarks appearing thereon.

Buyer shall immediately discontinue any use of and return any material containing Shell trademarks on termination of this Agreement or upon written request of Shell. Buyer will not make use of or disclose Shell formulations, specifications or technical data without Shell's prior written permission. Where any Product specification has been supplied by Buyer for manufacture by or to the order of Shell Buyer warrants that the use of that specification does not infringe any legal rights of any party.

Shell is committed to the promotion of health and safety and to proper regard for the environment in respect of all its activities. Shell issues health and safety data sheets for Products and Buyer shall be responsible for ensuring that its employees, contractors and customers read and observe all instructions and recommendations. Replacement health and safety data sheets may be obtained for the Products by writing to Sales Support of Shell Markets Middle East Limited FZE Dubai Branch, at any address notified to the Buyer from time to time.

Buyer shall ensure that all installations and equipment used with Products are set up, maintained and operated in such manner to avoid accidents which could have reasonably been anticipated and shall do everything necessary to prevent Products, used or unused, entering drainage, sewage systems, water courses or soil. Buyer is required to co-operate, so far as it can reasonably, with Shell in implementing measures designed to improve health, safety and environmental performance. The Buyer shall ensure all oil storage facilities comply with Environmental Law Number 4 for the year 1994 or any other laws or regulations that may come into force in the future.

Buyer represents, warrants, and covenants that in connection with this Agreement the following:

(i) it is aware of and will comply with Anti-Corruption Laws;

(ii) whether directly or indirectly, it has not made, offered, authorized, or accepted and will not make, offer, authorize, or accept any payment, gift, promise, or other advantage to or for the use or benefit of any government official or any other person where that payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate the Anti-Corruption Laws;

(iii) it has maintained and will maintain adequate written policies and procedures to comply with Anti-Corruption Laws or, alternatively, has made itself aware of and shall adhere to the Shell General Business Principles and the Shell Code of Conduct www.shell.com/about-us/our-values

;

(iv) it has maintained and will maintain adequate internal controls, including but not limited to using reasonable efforts to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain, such as the purpose of each transaction, with whom it was entered into, for whom it was undertaken, or what was exchanged;

(v) it will retain such books and records for ten (10) years;

(vi) its Related Parties will comply with, and shall cause its Related Parties to comply with clauses (i)-(v) in this paragraph;

(vii) except as otherwise notified to Shell by the Buyer in writing, neither it nor any of its Related Parties is a government official;

(viii) in the event the Buyer becomes aware that it or its Related Parties has breached an obligation in this paragraph, it will immediately notify Shell, subject to the preservation of legal privilege; and

(ix) only the Buyer (and not its Affiliates or a third party) shall make payments to Shell, except with Shell’s prior written consent.

during the duration of the Agreement and for ten (10) years thereafter and on reasonable notice, Shell shall have a right, and the Buyer shall take all necessary steps to enable Shell’s right, to audit the Buyer and its Related Parties books and records with respect to compliance with this paragraph. Without limitation to any other available remedies, in the event the Buyer or any of its Related Parties fails to fulfil any obligation in this paragraph, Shell, acting in good faith, shall have a right to terminate this Agreement immediately on written notice. Nothing in this Agreement shall require Shell to perform any part of this Agreement or take any actions if, by doing so, Shell would not comply with the Anti-Corruption Laws. Buyer shall indemnify, defend, and hold harmless Shell and its Related Parties from and against any and all losses, damages, claims, expenses, fines and penalties arising out of the Buyer’s representations in this paragraph being untrue or arising out of the Buyer’s breach of any of its warranties or undertakings in this paragraph. The obligations in this paragraph shall survive after the termination or expiry of this Agreement.

Buyer confirms and warrants that it is knowledgeable about Trade Control Laws applicable to the performance of the Agreement including the lists of Restricted Parties. Buyer shall comply with all applicable Trade Control Laws in the performance of this Agreement, etc and in particular the Buyer undertakes that it shall not, and shall procure that its contractors and agents shall not, do anything in connection with the performance of this Agreement which causes Shell to (a) be exposed to a risk of being added to any Restricted Party list or otherwise becoming the target of any national, regional or multilateral trade or economic sanctions under Trade Control Laws; or (b) be in breach of any Trade Control Laws.

The Buyer shall not directly or indirectly export, re-export, transfer divert, trade, ship, import, transport, trans-ship, store, sell, deliver or re-deliver any of the products or services provided by SHELL to, through, or for use in a Restricted Jurisdiction, Russia or Belarus or for end-use by a Restricted Party unless specifically authorised to do so in writing by SHELL.

Unless otherwise agreed by the Parties, Buyer shall be responsible for obtaining any required authorisation, import, export or transfer licenses or any customs licenses which may be required pursuant to applicable Trade Control Laws, including but not limited to export licenses for sale and delivery of the products supplied by Shell. Shell shall provide the Buyer with all appropriate export classification for the Products being supplied.

Buyer agrees to impose or require the imposition of the conditions set out in this clause on any direct or indirect resale of the Products to customers of the Buyer.

Shell shall not be obliged to perform any obligation under this Agreement, shall not be liable for damages or costs of any kind (including but not limited to penalties) for any delay or non-performance, and shall be entitled to suspend or terminate this Agreement with immediate effect [or subject to a reasonable time-period if permitted under Trade Control Laws], if Shell determines that:

a. such performance would expose Shell to a risk of being added to any Restricted Party list or otherwise becoming the target of any national, regional or multilateral trade or economic sanctions under Trade Control Laws and/or; or be in breach of any Trade Control Laws; or

b. Buyer has failed to comply with the requirements of this clause; or

c. Buyer becomes a Restricted Party;

In the event Shell suspends deliveries/supplies or terminates the Agreement pursuant to this clause, Shell shall not be liable to the Buyer for any damages or losses for any delay or non-performance, except to refund any money paid by the other Party for the Products that were not delivered to the extent such refund is not inconsistent with Trade Control Laws.

Where requested to do so by Shell, Buyer will supply shell with such evidence as shell may reasonably request to demonstrate Buyer’s compliance with this clause, including to verify the final destination of the Products supplied by Shell and to demonstrate that controls are in place which actively support compliance with Trade Control Laws applicable to the performance of the Agreement.

In the course of the performance of this Agreement, the parties may provide each other with information related to an identified or directly or indirectly identifiable individual (“Personal Data”), the processing and transfer of which will be done in accordance with applicable data protection law and this Agreement.

For the avoidance of doubt Parties may not process, sell, retain, use or disclose the Personal Data for any purpose other than for the specific purpose specified in this Agreement or as required or permitted by applicable Data Protection law. By signing this Agreement, Parties certify that they understand this condition and will comply with it. Each party is a data controller in respect of the Personal Data.

Personal Data processed by Shell is governed by the terms of the Privacy Notice - Business Customer, Supplier, Partner or Investors, available at https://www.shell.com/privacy/b2b-notice.html. and from the relevant Shell website in each location.

Neither Shell or the Buyer shall be responsible for any failure to fulfill any term of this Agreement if fulfillment has been delayed, hindered or prevented by a “Force Majeure Event” meaning any circumstance which is not within the reasonable control of Shell or the Buyer as the case may be.

including, without limitation, any (or the apprehension of any) strike, lockout or labour dispute (whether or not the settlement thereof shall be at the discretion of the party in question) or any Government order or restriction or compliance with any order or request of any national, supra-national, provincial, port or any other public authority or any person purporting to act for such authority or by failure, total or in part of any of Shell's or Shell's suppliers' existing or

contemplated sources of supply of crude petroleum, the Products or any of them, or any other petroleum products or additives and other materials used to make and/or pack the Products or the means of delivery thereof howsoever such failure is caused.

The parties acknowledge that without prejudice to other cases and without limitation the closure or standstill of production facilities, depots or other delivery facilities of Shell shall be considered a Force Majeure Event. The parties acknowledge that an inability to pay any sums due or other economic distress shall not be a force majeure event. The performance of any obligation arising out of any contract or arrangement by which any authority, body or person as aforesaid is entitled to require crude petroleum or petroleum products shall be deemed to be compliance with an order or request as aforesaid.

If by reason of any such circumstances or by failure as aforesaid the availability from any of Shell's or Shell's suppliers' sources or contemplated sources of supply (wherever situated) of crude petroleum, the Products or any of them or other petroleum products or additives and other materials used to make and/or pack the Products or is so curtailed or interfered with as either to delay or hinder Shell in or to prevent Shell from supplying the quantity of the Products then Shell shall be at liberty to withhold, reduce or suspend supply under this Agreement to such extent as Shell may in its absolute discretion think fit and Shell shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers.

Any additional quantities which Shell does acquire from other suppliers or from alternative sources may be used by Shell at its complete discretion and need not be taken into account by Shell for the purpose of determining the extent to which it is to withhold, reduce or suspend supply under this Agreement.

The Buyer shall be free to purchase from other suppliers any deficiencies of supply caused by the operation of this clause but Shell shall not be responsible for any additional cost thereby incurred by the Buyer.

Shell reserves the right to increase the price charged for any Products or Services (whether the price was originally determined by reference to Shell's prices or separately agreed in writing) if there is any increase in the costs incurred or to be incurred by Shell in making the relevant supply due to factors which are beyond the control of Shell.

These factors include without limitation any increased taxes, duties, the making of any law, order bye-law or other regulation, the occurrence of any currency fluctuation affecting the cost of any imported items.

Without prejudice to any other rights or remedies available under this Agreement or at law, Shell shall be entitled to suspend supply of Products or Services or vary the stipulated method of payment if Buyer breaches any of its obligations under this Agreement. Shell shall be entitled to terminate this Agreement on written notice to the Buyer:

a) if the Buyer stops or suspends or threatens to stop or suspend payment of all or a material part of its debts or is unable to pay its debts as they fall due; or if any steps are taken by the Buyer for a moratorium in respect of or affecting all or substantially all of its debts;

b) or any step is taken by any person including the Buyer with a view to the administration, winding up or bankruptcy of the Buyer; or any step is taken to enforce security over or a distress, execution or other similar process is levied or served against all or substantially all of the assets or undertaking of the Buyer, including the appointment of a receiver, administrator, administrative receiver, trustee in bankruptcy, manager or similar officer; or any event or circumstance occurs which under the law of any relevant jurisdiction has an analogous or equivalent effect to any of the events listed above;

c) if the Buyer commits any breach of any of its obligations under this Agreement which is either incapable of remedy or if capable of remedy, is not remedied within 14 days of a notice having been served by Shell requiring remedy or commits a repetition of such breach; or

d) if the Buyer fails to pay any sum due under this Agreement by the date it is due Either Shell or the Buyer shall be entitled to terminate this Agreement on 30 days written notice to the other.

On termination of this Agreement all sums owed to Shell shall become immediately due and payable and Shell shall be entitled to recover and resell Products the property in which remains vested in Shell and Shell may enter upon Buyer's premises for that purpose. Any order for Products accepted by Shell which remains to be fulfilled may be cancelled at Shell’s option without liability on Shell’s part.

The provisions in these General Terms and Conditions of Supply headed Definitions, Taxes, Product Discrepancy, Risk and Title, Shell Trademarks, Confidentiality and Formulations, Suspension and Termination, Liability. Applicable Law, Waiver, Third Party Rights, Invalidity and information shall survive any termination of this Agreement.

Notwithstanding any other provision in this Agreement, neither Party shall be liable to the other Party under or in connection with this Agreement for loss of actual or anticipated profit, losses caused by business interruption, loss of goodwill or reputation, or any indirect, special or consequential cost, expense, loss or damage EVEN if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Parties and whether arising from breach of contract, negligence or other tort, breach of statutory duty or otherwise.

Notwithstanding anything to the contrary in this Agreement and to the maximum extent permitted by the applicable law, Shell’s total liability to Buyer in respect of losses or claims arising under or in connection with this Agreement in respect of an event or a series of related events, whether as a result of breach of contract, breach of warranty, breach of statutory duty, negligence or other tort, shall not exceed the purchase price of the relevant delivery or lifting of the Product (at the time of the delivery or lifting), or if the above breach of contract consists of a failure to deliver, the price of the Product had it been delivered and invoiced.

Any indemnity or relief from or limit of liability in favour of Shell or Buyer shall extend to and apply for the benefit of their respective Affiliates, directors, and employees.

Any notice shall be sufficiently given if sent by first class prepaid post, registered post, recorded delivery or special delivery, or in person or by facsimile transmission (and confirmed by pre-paid first class mail placed in the post on or on the day after the date of transmission) to the other party and shall be deemed received on the next postal delivery day except for facsimile transmission which shall be deemed received on successful transmission evidenced by the sender's printed transmission report.

No delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power or remedy or operate as a waiver of it. The single or partial exercise of any right, power remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

Where any clause in this Agreement confers a benefit or benefits on an Affiliate of either Shell or the Buyer (each a "Third Party Beneficiary") the Parties intend that each Third Party Beneficiary shall be entitled by virtue of Civil Law Number 131 for the year 1948 (Rights of Third Parties) to enforce the benefits conferred on it by virtue of this law.

No variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on a Third Party Beneficiary shall require the consent of any Third Party Beneficiary.

No amendment or modification of any of the provisions of this Agreement, or the rights or obligations of the parties shall be valid unless it is agreed in writing by each of the parties, and specifically refers to this Agreement.

If at any time any provision of this Agreement is or becomes illegal, invalid, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

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 Shell to operate the Buyer’s account(s); to confirm, update and enhance Shell’s Buyer 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 Shell. In each case the processing may continue after the Agreement has ended.

Alternatively, Buyer may be requested to complete or fulfil other checks as may be necessary to satisfy credit assessments, money laundering or fraud detection requirements.

Within the limits accepted by law, Shell may disclose data relating to the Buyer and/or a Buyer’s account(s) to

a) a credit reference agency where it may be accessed by other financial institutions to assist assessment of any application for credit made to Shell and for debt tracing and fraud prevention;

b) to any agent or sub-contractor of Shell performing services in connection with the Buyer’s account;

c) to any person to whom Shell proposes to transfer any of its rights and/or duties under this Agreement;

d) to any guarantor or person providing security in relation to Buyer’s obligations under this Agreement;

e) as required or permitted by law or any regulatory authority;

f) as otherwise considered necessary or appropriate by Shell.

Without prejudice to any other provisions for termination contained in this Agreement, all monies due and owing by the Buyer to Shell shall become due and payable forthwith if Shell discovers that any information provided by the Buyer to Shell is materially inaccurate.

The Buyer shall not assign, sub-contract or transfer any of its rights or obligations hereunder without the prior written consent of Shell.

This Agreement and any dispute or claim of whatever nature, whether contractual or non-contractual, arising out of or in connection with it shall be exclusively governed by and interpreted in accordance with the law of England and Wales, and this Agreement shall be construed in accordance with English law. In relation to any legal action or proceedings arising out of or in connection with this Agreement (whether arising out of or in connection with contractual or non-contractual obligations), each of the Parties irrevocably submits to the jurisdiction of the UAE courts.

The Shell Statement of General Business Principles (“SGBP”) and the Shell’s Health, Safety and Environment Policy (“HSEP”) are displayed on Shell’s website www.shell.com/sgbp

 (see “our commitments and standards”).

The Buyer and its officers, employees and agents shall use their best endeavours to ensure that their performance of this Agreement shall not cause Shell or its

Affiliates to be in breach of the SGBP or HSEP.

Buyer and Shell will base their relationship on mutual respect, honesty, and integrity. Neither party may accept or solicit gifts, entertainment, or other social favours to influence business decisions. Courtesies of nominal value and social invitations customary and proper under the circumstances are not unethical as long as they imply no business obligation whatsoever or do not involve significant or out-of-the-ordinary expense.