Common use of Measurement of Quality Clause in Contracts

Measurement of Quality. The measurement of quality will establish the actual determination of the characteristics of the crude oil the subject of this Agreement. For its determination, it will have a representative sample of the total volume, as described in the MMH, Chapters 8, 9, 10 and 14, and it will be used to determine the deviations that may affect the price of the hydrocarbon. The sulfur contents of the crude oil (s), for the purposes of invoicing, will be the quantity reported by the Colombian Petroleum Institute (ICP), according to the analyses that it makes for each crude oil. THE BUYER will update this information and it will supply it to THE SELLER. In case that it is not possible to have the sulfur contents’ analysis made by the ICP, the sulfur contents will be, for the purposes of invoicing, the one established in the Particular Conditions, which will be in force until the moment in which the ICP makes a new analysis and the same is informed to THE SELLER by the Buyer. Starting one day after the receipt of the information of the analysis made by the ICP on THE SELLER’S part, the sulfur contents of the crude oil for invoicing purposes will be the one determined by THE BUYER in that report. Any of the Parties, whenever it deems it pertinent, may request a new analysis of sulfur contents of sulfur by the ICP. Any of the Parties may designate, whenever it wishes, an independent inspector to certify the quality and quantity, to verify the capacity of the tanks or the calibration of the volume measurement instruments. The cost of the analyses or inspections will be shared in equal parts by THE BUYER and THE SELLER. THE SELLER will be in charge of making the payment of the independent inspector. THE BUYER will pay to THE SELLER one half of the amount(s) invoiced by the independent inspector as a reimbursable expense. GENERAL CONDITIONS OF THE CRUDE OIL PURCHASE AGREEMENT Page - 10 - of 19 Free English translation of Spanish language document COMMERCIAL AND MARKETING VICE PRESIDENCY REFINED PRODUCTS AND CRUDE OILS’ NATIONAL MANAGER The reimbursable expenses cannot exceed the sum of forty million pesos (COP 40.000.000) without IVA per year, and must be previously authorized and approved by THE BUYER. This concept will only include the cost of the inspector. The amount of the reimbursable expenses will not be part of the amount of the Contract. The management of the reimbursable expenses will be made according to the THE BUYER’S Reimbursable Expenses Procedure.

Measurement of Quality. The measurement of quality will establish allow for the actual determination of the characteristics of the crude oil the subject of to this Agreement. For its determination, it Its determination will have require a representative sample of the total volume, as described in the MMH, Chapters 8, 9, 10 and 14, and it will be used serve to determine the establish deviations that may affect the price of the hydrocarbonhydrocarbons. The For billing purposes, the sulfur contents content of the crude oil (s), for the purposes of invoicing, crude(s) will be the quantity value reported by the Colombian Petroleum Institute (ICP), according to the analyses that it makes performed for each crude oilcrude. THE BUYER will update this information and it will supply it deliver same to THE SELLER. In case that it If the sulfur content analysis conducted by the ICP is not possible to have the sulfur contents’ analysis made by the ICPavailable, the sulfur contents will becontent shall, for the purposes of invoicingbilling purposes, the one established be that which is set forth in the Particular provisions of the Special Conditions, which will shall be in force valid until the moment in which the ICP makes conducts a new analysis and the same is informed to THE SELLER by BUYER. As of the Buyer. Starting one day after the following receipt from SELLER of the information of on the analysis made conducted by the ICP on THE SELLER’S partICP, the sulfur contents content of the crude oil for invoicing billing purposes will be the one determined that which is indicated by THE BUYER in that reporttherein. Any of the PartiesEither Party, whenever when it deems it pertinentappropriate, may request that a new analysis of sulfur contents of sulfur content be conducted by the ICP. Any GENERAL CONDITIONS FOR THE PURCHASE OF COMMODITIES (CRUDE OIL) Pag - 8 - de 16 Free English translation of the Parties Spanish language document OFFICE OF THE VICE PRESIDENT OF SUPPLIES AND MARKETING PLANNING AND SUPPLIES MANAGEMENT Either party may designate, whenever it wishes, at any time appoint an independent inspector to certify the quality and quantity, to verify check the capacity of the tanks or the calibration of the volume measurement metering instruments. The cost of the analyses or inspections will shall be shared in equal parts by THE equally between BUYER and THE SELLER. THE SELLER will shall be in charge of making the payment of responsible for paying the independent inspector. THE BUYER will shall pay to THE SELLER one is corresponding half of the amount(sinvoice(s) invoiced by of the independent inspector as a reimbursable expense. GENERAL CONDITIONS OF THE CRUDE OIL PURCHASE AGREEMENT Page - 10 - of 19 Free English translation of Spanish language document COMMERCIAL AND MARKETING VICE PRESIDENCY REFINED PRODUCTS AND CRUDE OILS’ NATIONAL MANAGER The reimbursable Reimbursable expenses canmay not exceed the sum of forty million pesos Pesos (COP 40.000.00040,000,000) without IVA net of VAT per year, year and must be previously authorized and approved by THE BUYER. This concept will only include Only the cost of the inspectorinspector will be recognized for this concept. The amount of the reimbursable expenses will shall not be form part of the amount value of the ContractAgreement. The management handling of the reimbursable expenses will be made according in accordance with BUYER’s existing procedures for this kind of expenditure (Exhibit 3). CLAUSE EIGHT: DELIVERY POINT(S). BUYER and SELLER agree that the Point(s) of Delivery and transfer of ownership of crude will be that (those) stipulated in the Special Conditions. SELLER transfers ownership of the crude to BUYER at the Delivery Point(s) defined in the Special Conditions. SELLER warrants that at the time of delivery the crude shall be free of any encumbrance or economic aspiration on the part of government agencies at any level or any individual or legal entity of private law, for any reason, including, among others, those originating in taxes, fees, contributions, interests or royalties, limitation of domain or any judicial or extra-judicial measure that could restrict or limit BUYER’s use or disposal of the crude. The costs related to transporting the crude to the THE BUYER’S Reimbursable Expenses ProcedureDelivery Point(s) and the costs associated with the delivery of of the crude shall be borne by SELLER. PARAGRAPH ONE: Either Party may propose a change to or addition of a Delivery Point, in which case the Parties, by mutual agreement, will define the new Delivery point(s) and the conditions that will govern it(them) by entering into new Special Conditions between the legal representatives of the Parties.

Measurement of Quality. The measurement of quality will establish allow for the actual determination of the characteristics of the crude oil the subject of to this Agreement. For its determination, it Its determination will have require a representative sample of the total volume, as described in the MMH, Chapters 8, 9, 10 and 14, and it will be used serve to determine the establish deviations that may affect the price of the hydrocarbonhydrocarbons. The For billing purposes, the sulfur contents content of the crude oil (s), for the purposes of invoicing, crude(s) will be the quantity value reported by the Colombian Petroleum Institute (ICP), according to the analyses that it makes performed for each crude oilcrude. THE BUYER will update this information and it will supply it deliver same to THE SELLER. In case that it If the sulfur content analysis conducted by the ICP is not possible to have the sulfur contents’ analysis made by the ICPavailable, the sulfur contents will becontent shall, for the purposes of invoicingbilling purposes, the one established be that which is set forth in the Particular provisions of the Special Conditions, which will shall be in force valid until the moment in which the ICP makes conducts a new analysis and the same is informed to THE SELLER by BUYER. As of the Buyer. Starting one day after the following receipt from SELLER of the information of on the analysis made conducted by the ICP on THE SELLER’S partICP, the sulfur contents content of the crude oil for invoicing billing purposes will be the one determined that which is indicated by THE BUYER in that reporttherein. Any of the PartiesEither Party, whenever when it deems it pertinentappropriate, may request that a new analysis of sulfur contents of sulfur content be conducted by the ICP. Any GENERAL CONDITIONS FOR THE PURCHASE OF COMMODITIES (CRUDE OIL) PAG - 8 - de 16 Free English translation of the Parties Spanish language document OFFICE OF THE VICE PRESIDENT OF SUPPLIES AND MARKETING PLANNING AND SUPPLIES MANAGEMENT Either party may designate, whenever it wishes, at any time appoint an independent inspector to certify the quality and quantity, to verify check the capacity of the tanks or the calibration of the volume measurement metering instruments. The cost of the analyses or inspections will shall be shared in equal parts by THE equally between BUYER and THE SELLER. THE SELLER will shall be in charge of making the payment of responsible for paying the independent inspector. THE BUYER will shall pay to THE SELLER one is corresponding half of the amount(sinvoice(s) invoiced by of the independent inspector as a reimbursable expense. GENERAL CONDITIONS OF THE CRUDE OIL PURCHASE AGREEMENT Page - 10 - of 19 Free English translation of Spanish language document COMMERCIAL AND MARKETING VICE PRESIDENCY REFINED PRODUCTS AND CRUDE OILS’ NATIONAL MANAGER The reimbursable Reimbursable expenses canmay not exceed the sum of forty million pesos Pesos (COP 40.000.00040,000,000) without IVA net of VAT per year, year and must be previously authorized and approved by THE BUYER. This concept will only include Only the cost of the inspectorinspector will be recognized for this concept. The amount of the reimbursable expenses will shall not be form part of the amount value of the ContractAgreement. The management handling of the reimbursable expenses will be made according in accordance with BUYER’s existing procedures for this kind of expenditure (Exhibit 3). CLAUSE EIGHT: DELIVERY POINT(S). BUYER and SELLER agree that the Point(s) of Delivery and transfer of ownership of crude will be that (those) stipulated in the Special Conditions. SELLER transfers ownership of the crude to BUYER at the Delivery Point(s) defined in the Special Conditions. SELLER warrants that at the time of delivery the crude shall be free of any encumbrance or economic aspiration on the part of government agencies at any level or any individual or legal entity of private law, for any reason, including, among others, those originating in taxes, fees, contributions, interests or royalties, limitation of domain or any judicial or extra-judicial measure that could restrict or limit BUYER’s use or disposal of the crude. The costs related to transporting the crude to the THE BUYER’S Reimbursable Expenses ProcedureDelivery Point(s) and the costs associated with the delivery of of the crude shall be borne by SELLER. PARAGRAPH ONE: Either Party may propose a change to or addition of a Delivery Point, in which case the Parties, by mutual agreement, will define the new Delivery point(s) and the conditions that will govern it(them) by entering into new Special Conditions between the legal representatives of the Parties.