1. Carrying Over charges will be applicable in case Buyer’s delay in receiving the goods or delay caused due to non-timely payment to previous supplies / non-timely payment under this contract shall be subject to carry over charges or cancellation of the contract in part or solely at Seller’s discretion.

2. Weight and Quality is Final at the loading Port as per Seller’s Technical Center inspection (analysis) certificate and Seller’s weighbridge slips, and these documents to be final and binding.

3. Discharge or Off Loading is at Buyer(s) to reasonably and ensure timely discharge/offloading of trucks/tankers immediately upon arrival at during office hours the specified place of delivery as per the contract. Failing which Buyer may be solely responsible for all demurrage/detention charges claimed by the transporter or Seller. Buyer to ensure amicable settlement of all such claims.

4. Sellers shall not be responsible for delay in shipment of the goods or any part thereof occasioned by any Act of God, strike, lockout, riot or civil commotion, combination of workmen, breakdown of machinery, fire, war, strikes, flood, fire, storm, heavy snow, government action or regulations, error or any causes beyond their control, the time of shipment might be duly extended or alternatively a part or whole of the contract might be cancelled without any liability attached to the seller.

5. Incoterms-2020 to apply, the laws of UAE to apply to the contract. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be Dubai. The language to be used in the arbitration shall be English.

A. The sanction Clause mentioned below is applicable on the contract and each party represents and warrants to the other party as the date of this contract and for the duration of the contract.

(a) it is not a Sanctioned Person or in violation of any sanction of, including, but not limited, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), or other applicable sanctions authority (the “Sanctions”); and

(b) none of its Related Parties, their subsidiaries, directors, senior executives or officers, or to the knowledge of the Parties, any person on whose behalf the Parties are acting are Sanctioned Persons or in violation of any Sanction; and

(c) it is not in a situation such that it cannot perform the Contract without violating, or being at risk of violating, any Sanction, or at the risk of causing the other party or a Related Party of the other Party to be in violation of any Sanction.

The Buyer undertakes and guarantees to the Seller that it shall not sell, transfer, export or otherwise provide the Goods, directly or indirectly, to any country/territory (including, but not limited, Crimea, Cuba, Iran, North Korea and Syria), government, individual, entity, end user or body that is in violation of any Sanction or being under Sanctions/Sanctioned or, in the case of an individual, entity or body, a Sanctioned Person.

B.If a Party (the "Compliant Party") reasonably believes that the other Party (the "Non-Compliant Party") is in breach, or may be in breach, of the terms of para A above, the Compliant Party may notify the Non-Compliant Party in writing and may, without prejudice to any rights or remedies that it may have under the Contract, to:

(a) request the Non-Compliant Party to provide all information reasonably required for the purpose of independently verifying or determining whether there is any actual or potential breach of para A above, in which case the Non-Compliant Party shall promptly provide all of the information requested; and

(b) suspend the Parties’ performance of their respective obligations under the Contract until such time as stated in para B (a) above and till the notice provided in accordance with para B (b) is withdrawn.

The notice as per para B (b) above must be withdrawn by the Compliant Party as soon as it has verified, to its reasonable satisfaction, that the Non-Compliant Party is not in breach, or will not be in breach of para A above, and the Parties' respective obligations under the Contract shall resume in full immediately upon withdrawal of the mentioned notice.

C. If the Compliant Party discovers that the Non-Compliant Party is in breach, or will be in breach, of the terms of para A above, then:

(a) the Compliant Party may terminate the Contract with immediate effect, by giving written notice to the Non-Compliant Party; and/or

(b) the Non-Compliant Party shall indemnify and hold harmless the Compliant Party and its Related Parties in respect of any loss incurred by the Compliant Party and/or its Related Parties as a result of or in connection with the breach by the Non-Compliant Party of the terms of para A above.

D. In the event that the Compliant Party terminates the Contract in accordance with para C above, then:

(a) the Compliant Party will not be liable for any loss suffered by the Non-Compliant Party or any of its Related Parties as a result of or in connection with the termination of the Contract by the Compliant Party; and

b) without prejudice to para C above and the provisions of the Default clause of the Contract, the Complaint Party shall apply to determine and claim any damages that are payable by the Non-Compliant Party to the Compliant Party as a result of or in connection with the termination of the Contract by the Compliant Party.