Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2 c. Accordingly, the Parties wish to enter into a...
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Exhibit 4.40 CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. TERM STORAGE AGREEMENT Between VTTI Fujairah Ltd Fzc and Vitol Bahrain E.C. (“Agreement”) 1. Agreement Number No: 2015-VB Dated: 26-10-2015 2. This Agreement is made by and between VTTI Fujairah Terminals Ltd Fzc, a private company with limited liability incorporated under the laws of the United Arab Emirates and having its registered address at X.X. Xxx 0000 Fujairah to Khor Fakkan Road Fujairah, the United Arab Emirates (the “Company”); And Vitol Bahrain E.C., a private company with limited liability incorporated under the laws of the Kingdom of Bahrain and having its registered address at Bahrain World Trade Center, 0xx Xxxxx, Xxxx Xxxxx, Xxxx 00, Xxxxxxxx 0X, Xxx Al Kabeer Avenue, Manama Centre 316, Bahrain (the “Client”). The Client and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”. Whereas a. The Company owns and operates the Terminal, as defined below, and is able to provide storage, handling and other terminal services at the Terminal; b. Three of the Client’s matrices, the Fuel Matrix, Distillate Matrix and Processing Matrix (together hereinafter referred to as the “Matrices” and each a “Matrix”), require use of the storage at the Terminal in accordance with the allocation per matrix as per Appendix 5 to this Agreement and wish to receive certain services and access to specific infrastructure;
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 2 c. Accordingly, the Parties wish to enter into a storage agreement and have set forth the terms and conditions for such storage, handing and services below in this Agreement. 3. Storage Period Start Date: 15 September 2015 End Date: 30 June 2019 This Agreement shall enter into force on the Start Date and shall continue in force until the End Date, subject to any extension in accordance with this Agreement. At the expiry of this Agreement the Client shall have a first right of refusal to the Contractual Capacity for a further period of at least twelve (12) months. The Client shall notify the Company of its intention to exercise its above mentioned first right of refusal in writing latest by 15 January 2019 and upon such notification the Parties will negotiate and agree, acting in good faith, the terms and conditions of the new agreement.. Both Parties shall act reasonably at all times in performing its obligations and exercising its rights under this Agreement. 4. Products The Company agrees to handle and store crude oil, condensate and Class 1, Class 2 and Class 3 petroleum products in accordance with the product specifications mentioned in Clause 11 (the “Product(s)”). The Client shall provide the Company with the (M)SDS and the products specifications as stipulated in Clause 11, prior to the each delivery to the Terminal. The Products will be delivered in parcels of minimum 1000 Mt each (excluding Product discharged via truck rack) unless otherwise agreed. 5. Storage Location The terminal is located in the Port of Fujairah, PO Box 1592, Fujairah to Khor Fakkan Road Fujairah, the United Arab Emirates (the “Terminal”). The following appendices are applicable to the Terminal; Port and Draft restrictions : Ref. Appendix 1 Opening hours of the Terminal : Ref. Appendix 1
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 4 TK 123 17,106 17,106 Fixed Fuel Oil Yes 60 c TK 124 17,106 17,106 Fixed Fuel Oil Yes 60 c TK 125 13,031 13,031 Fixed Fuel Oil Yes 60 c TK 126 13,031 13,031 Fixed Fuel Oil Yes 60 c TK 127 28,521 28,521 Fixed CPP 60c TK 128 28,524 28,524 Internal Floating CPP n.a. TK 129 36,229 34,989 Domed Fixed DPP Coils 60 c TK 130 36,176 35,051 Domed Fixed Fuel Oil Coils 60 c TK 131 36,183 35,025 Domed Fixed Fuel Oil Coils 60 c TK 132 36,200 35,320 Domed Fixed Fuel Oil Coils 60 c TK 201 14,204 13,496 Internal Floating CPP n.a TK 202 14,184 13,485 Internal Floating CPP n.a TK 203 22,877 21,913 Internal Floating CPP n.a TK 204 10,663 10,075 Internal Floating CPP n.a TK 205 22,838 21,862 Internal Floating CPP n.a TK 206 22,819 21,865 Internal Floating CPP n.a. TK 207 25,311 24,254 Internal Floating CPP n.a. TK 208 22,814 21,850 Internal Floating CPP n.a. TK 209 33,490 32,174 Internal Floating CPP n.a. TK 210 33,447 32,141 Internal Floating CPP n.a. TK 211 33,471 32,152 Internal Floating CPP n.a. TK 212 33,497 32,194 Internal Floating CPP n.a. TK 213 51,423 49532 Internal Floating CPP n.a. TK 214 46,334 44,614 Internal Floating CPP n.a. TK 215 46,280 44,568 Internal Floating CPP n.a. TK 216 33,545 32,250 Internal FR CPP n.a.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 5 TK 217 33,503 32,199 Internal Floating CPP n.a. TK 218 33,542 32,227 Internal Floating CPP n.a. TOTAL 1,180,640 1,154,845 Subject to operational, technical and health safety and environmental limitations of the Terminal, the Client shall have the right to swap or reallocate tank(s) between the Matrices in order to avoid unnecessarily pump over (and the initial ITT charges). Prior to each swap or handover the Client’s Processing Matrix representative shall inform the Company in writing of such swap or handover. In the event of such swap or reallocation the charges for blending, subsequent ITT and heating shall be payable by the Client at the relevant rate in this Agreement for the Matrix which received the swapped or reallocated over tank(s). In such event of a swap or handover, the Client shall provide the Company with a non-binding indication of the expected duration of such swap or reallocation. In the event of swapped or handed over tanks in accordance with this Agreement these tanks shall be added to the contractual capacity of that specific Matrix which received the swapped or handed over tanks and accordingly such charges as per Clause 8 shall apply. For the avoidance of doubt, any reference in this Agreement to tanks allocated to the Processing Matrix shall be read to include tanks swapped or handed over to/from the Processing Matrix in accordance with this Agreement. Subject to emergency circumstances (including but not limited to urgent operational reasons) at no point shall the Company move the Products without the prior written consent of the Client. 7. Means of Delivery Receipt of Product: ex seagoing vessel, barge, pipeline transfer or truck Redelivery of Product: into seagoing vessel, barge, pipeline transfer or truck 8. Services and Rates (expressed in USD) 8.1 The Tank Storage Fee per cubic meter (m3) for the Contractual Capacity pro rata per month or part thereof (as adjusted in Accordance with this Agreement) shall be as listed in Appendix 7 for the period Start Date – End Date.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7 (i) For the period from the Start Date – 31 December 2017: USD *** per cubic meter (m3) (ii) For the period 1 January 2018 – the End Date: USD *** per cubic meter (m3) Any ITT for each pump over whether between Matrices and/or to other third parties shall be charged to the Client and the costs shall be for the Matrix who pumps over the Product. The Parties acknowledge and agree that the Client shall not pay for any ITT Surcharge for pump overs initiated by the Processing Matrix within the tanks allocated to the Process Matrix. No ITT Surcharge is due for ITT transfers from other terminals into the Company for all Matrices. 8.2 (c) Homogenisation Surcharge per hour (in shore tank) (i) For the period from the Start Date – 31 December 2017: USD *** (ii) For the period 1 January 2018 – End Date: USD *** Maximum lumpsum charge for tanks < 13,000 m³ tank capacity: USD *** Maximum lumpsum charge for tanks > 13,000 m³ tank capacity: USD *** The Homogenisation Surcharge shall not be charged to the Client for the tank(s) allocated to the Processing Matrix. The Parties acknowledge and agree that the Client shall not be charged for blending initiated by the Processing Matrix. The Rates mentioned in this Clause shall exclude: VAT and any other taxes and port charges including but not limited to wharfage fees, topside fees, levies, quay dues, pigging charges and any other third party fees charged by third parties such as (including but not limited to) the freezone and the port authority. The Company shall, upon reasonable prior written notice, invoice these fees to the Client without any xxxx-up or fee charged by the Company. The topside fee charged by the Port of Fujairah is payable to the Company on a monthly basis. This fee on the Start Date is Dhs *** per MT imported and *** Dhs per MT exported (subject to the Company achieving agreed throughput level in excess of *** MT loaded or
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8 discharged per annum). In the event throughput levels do not exceed this limit, the rate shall be subject to change by the Port of Fujairah and will be invoiced as follows: Throughput Level: *** tons – *** tons *** Dhs per MT (applicable to imported & exported volume) Up to *** tons *** Dhs per MT (applicable to imported & exported volume) The Company will invoice to the Client the topside fee at the prevailing rate without xxxx up of fee. Notwithstanding the above, if the wharfage and topsides rates combined increase by more than AED *** per MT over the duration of the Agreement, then any additional cost more than AED *** will be shared on *** basis between the Parties. The Client shall share their wharfage invoices (paid by the Client only) from the agents and the additional cost to be shared can be adjusted in the monthly topsides invoice billed to the Client. 8.2 (d) Heating Products in Tank USD *** The Client shall be charged for heating products of per 1000 m3 of Product in tank per 1°C of temperature increase. Maintaining Temperature USD *** (expressed in USD / m3 / day) The Client shall be charged on the actual inventory in tanks (in m3) during the period, expressed in days (or part day if applicable) when the service was rendered. In addition to this the Client shall provide fuel oil required for the boilers. In case the Client is not in a position to supply the required fuel oil, the Company shall purchase the fuel at the account of the Client at a reasonable price (agreed in advance by the Client in writing to the extent possible) The Parties agree that heating shall not be undertaken without a written consent of the Client. Notwithstanding the above, in case the viscosity of the Product in tank exceeds 650 CST at actual temperature or cargo temperature is less than 10°C above the pour point, the Company shall have the right to heat the Product without Client’s written consent to the minimum temperature required to return the viscosity of the Product to below 650 CST at actual temperature or the temperature to 10°C above the pour point. In the event that
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9 operations take place outside of the Terminal within the port the Client agrees to comply with the port limitations attached as Appendix 8. The Client and Fujairah Refinery Limited (“FRL”) have entered into a processing agreement dated 1 January 2011 for the purpose of processing of crude oil by FRL (the “Processing Agreement”). While the Processing Agreement is in force and effect, the Client shall not be charged for heating of the tanks (whether or not to maintain the temperature) allocated to the Processing Matrix other than the costs and or charges for the fuel oil required by the boilers for tank heating purposes as mentioned above. If the Processing Agreement is terminated or expires and the Client requires heating of the tanks allocated to the Processing Matrix, the above mentioned charge for heating shall be payable by the Client, in addition to the costs and/or charges for the fuel oil required by the boilers for tank heating purposes as mentioned above. 8.2 (e) Analytical Services If requested in writing by the Client, analytical services shall be provided. A schedule of available tests and rates is listed under Appendix 3. While the Processing Agreement is in force and effect, the Client shall not be charged for analytical services for tanks allocated to the Processing Matrix unless such analytical services are non-routine and agreed between the Parties in advance. 8.2 (f) Ship to Ship Charges for Ship-to-Ship (“STS”) operations in port, charged by the Port of Fujairah, are payable by the Client to the Company at the rate paid by the Company to the Port of Fujairah. Non-Standard Documentation (as agreed between the Client and the Company acting reasonably), including Certificate of Origin which shall be charged to the Client per issuance USD *** The Company shall invoice the Client in US$. Any charges which are to be passed on to the Client but are paid by the Company in UEA Dirhams shall be charged in US$ at the UAE official exchange rate at the time the invoice is issued, which is currently 3.6725 Dirhams per 1US$. 8.2 (g) Additive Injection
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 11 Maximum Viscosity at actual temperature: Report – Where the maximum viscosity of the Product exceeds 650 CST, cargoes will be handled but the Terminal’s operational performance and efficiency cannot be guaranteed. Minimum Flashpoint: Applies per tank as per table in Clause 6. Maximum H2S: H2S acceptance criteria are included as Appendix 4. No maximum H2S restriction applies to cargo received in floating roof tanks. However, the Company has the right to analyse H2S prior to discharge if no mention is made in the Certificate of Quality. Pourpoint: At least 15°C lower than the cargo temperature. Colour (CPP tanks only) Max ASTM 2.5. In case Product with colour darker is accepted, the Client agrees to provide cargo of ASTM Colour 2.5 or lighter to flush the lines after the operation. Mercaptans: 100 ppm* *: above 100 ppm is allowed after explicit written approval of the Company. Nevertheless in the event of encroachment on the Terminal’s safety standard or complaints/instructions received from Fujairah Municipality mitigating measures will be taken at Client’s cost. The Client acknowledges and agrees that the roofs of the internal floating roof tanks as set out in Appendix 5 should at all times rest on low
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 12 mercaptans cargo prior to loading high 100 ppm mercaptan cargo. RVP MAX. 13.0 psi @ 37.8°C. The Client acknowledges and agrees that the roofs of the internal floating roof tanks as set out in Appendix 5 should at all times rest on low RVP cargo (< 6 psi) prior to loading high rvp cargo (> 6 psi) in to the internal floating roof tank. Smell/odour The Product should have an non pungent and torable smell for discharging the Product into fixed roof tanks and internal floating roof tanks. If the Company requests all or any of the abovementioned specifications and is not properly informed by the Client the Company shall have the right to refuse discharge. If the Product does not meet one or more of these criteria the Company shall have the right to refuse discharge. 11 Tank Cleaning The Company undertakes that the tanks shall be suitable and are prepared for the Product prior to the Start Date. On the End Date, the tanks shall be re-delivered in a state suitable for storage of the same type of product by the Client. If required, cleaning shall have taken place prior to the End Date. The Company and Client shall agree at least two (2) weeks before the End Date on the best program and procedure to ensure that the cleaning operations are completed by the End Date. The costs involved in cleaning the tanks to their original condition in preparation for the next service and the disposal of wastes if any are to the Client’s account. The Parties shall mutually appoint an independent surveyor to determine whether the respective tanks are clean and suitable for the next service. In the event the tanks are not approved by the independent surveyor, the Parties shall appoint a second independent surveyor and if the second appointed surveyor agrees that the tanks are not approved, the Client shall clean the tanks until approved by either independent surveyor. The tank storage rate under Article 8.1 shall be payable by the Client until the independent surveyor appointed by the Company has approved the tanks for the next service. A copy invoice of the cleaning company will be attached to our invoice.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 13 12. Contractual Loss Contractual Loss is expressed as the difference between all Product received for the Client in-tank and re-delivered ex-tank and occurs during the day-to-day running and in the normal course of the Company’s operations. Contractual Loss will be determined by an independent surveyor appointed by the Client and witnessed by the Company on basis of the shore tanks gauging. The Company shall use reasonable endeavors to achieve zero losses based on receipt in- tank figures versus delivered ex-tank figures. A stock reconciliation will be made on an annual basis to review the actual figures achieved. The Company shall not be responsible for any operational losses below ***% of the volume handled for every twelve (12) month period. Any complaint in respect of deficiency of quantity or of variation of quality must be notified in writing by the claiming Party within thirty (30) days from the day such deficiency or variation is discovered. The Client agrees and acknowledges that the tanks and jetty lines at the Terminal are kept packed at all times. Where transfers necessitate line displacements that require stock adjustments between Matrices, the Client shall be consulted by the Company prior to the operation and the Client shall give a written approval is to be received from the Client prior to the commencement of the operation. Reconciliation of these movements is to be reported on a monthly basis to all concerned parties. 13 Assignment Unless mentioned otherwise in this Agreement, the Client is not authorised to assign any part of the Contractual Capacity as well as any rights granted contemplated in this Agreement without the Company’s prior written approval. Sub-leasing of Clients tank to a third Party In case the Client wishes to sub-lease one or more of the tanks of the Contractual Capacity, it may request the Company to do so on its behalf. In this case the Company shall at its discretion approach potentially interested parties and negotiate a sub-lease agreement acceptable to the Client for the tank and period agreed with the Client provided that:
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 14 (i) the Client remains jointly and severally liable for the performance of the sublease agreement including but not limited to the payment of the rates outlined in Article 8; (ii) the sublease termination date is always earlier than the termination date of this Agreement; and (iii) the sublease does not comprise any option to renew, extend or increase the duration or the Contractual Capacity or any conditions referred to in the sub lease agreement. The Client is not allowed to enter into any direct negotiations or discussions concerning its tanks with a third party and the Company is under no obligation to accept any third parties as a sub-lessee. In case the Company is not able to find a sub-lessee on its own accord the Client may propose a suitable alternative, subjec to the written approval of the Company of which shall not be unreasonably withheld. Any incremental revenues above the Tank Storage Fee as a result of the sublease are to be *** between the Company and the Client. 14 Invoicing and Payment The Tank Storage Fee will be invoiced monthly and will be issued at the beginning of each calendar month, in advance. All other charges mentioned in Clause 8 and for any other services rendered will be invoiced upon expiry of the month in which the respective service was rendered. Additional throughput as per Clause 8.2 (a) shall be invoiced on a monthly basis once the free throughput allowed under this Agreement has been achieved. Invoices are payable in accordance with this Agreement and within ten (10) days after the date of invoice and before final lifting of the Product. In the case that this Agreement expires or is terminated part way through a calendar month, the Company will refund any payment made for that portion of the month not falling within the term of this Agreement. Indexation As per the 1 st of July of each calendar year after the Start Date, the Rates mentioned in Article 8 shall be increased with ***%. 15 Maintenance The Company will schedule its annual planned maintenance to the tanks prior to the start of each calendar year. The Company reserves the right to perform unplanned maintenance for immediate action for safety or environmental reasons or for other urgent reasons the
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 16 the Port of Fujairah’s written approval the Company will design, size and estimate costs for such dedicated jet A1 pipeline. 19.2 The Company shall regularly inform the Client with regards to FID date and the estimated project completion date for berths 3A, 3B and the shallow water berths which shall be for information purposes only. 19.3 The Company shall monitor further expansion at the port of Fujairah and any available infrastructure (including but not limited to new berth availability) and shall, as soon as reasonably possible and subject to the written approval of the Port of Fujairah, provide the Client with connection to berths 3A, 3B and use reasonable endeavours to provide the Client with any other new connections (including to the shallow water berths) to ensure the Client suffers no competitive disadvantage. 20 Governing Law and Jurisdiction This Agreement and any dispute or claim arising out of or in connection with it, including any question regarding its existence, validity or termination and including non-contractual disputes or claims, shall be governed by and construed in accordance with English law. The Parties irrevocably agree that the High Court of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement, its subject matter, existence, validity, formation or termination and including non- contractual disputes or claims, save that either party may bring proceedings in any other jurisdiction to obtain security or other interim or ancillary relief or to enforce any judgment of the English courts.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 18 the parties under this Agreement or otherwise and without prejudice to any rights and obligations of the Parties which have accrued prior to termination. If the notifying Party does not produce proof of the breach of this Clause within the suspension period specified in this Agreement the suspension shall be lifted and the Parties will continue to perform under the Agreement. 24 Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this Clause or any other clause in this Agreement which seeks to limit or exclude either party’s liability shall limit or exclude any liability for fraud. 25 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall constitute a duplicate original, but all the counterparts together shall constitute the Agreement. 26 Severability If any provision (or part thereof) of this Agreement is declared invalid, illegal or unenforceable by a court or arbitral tribunal of competent jurisdiction or becomes invalid, illegal or unenforceable due to either Party’s compliance with applicable laws, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part thereof shall be deemed deleted. Any modification to or deletion of a provision or part thereof under this clause shall not affect the validity and enforceability of the remainder of this Agreement. 27 Waiver A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 00 Xxxxxx Xxxx Xxxxxxxx Tel. x000 0 0000000 Fax x000 0 0000000 In case of notice to the Client: Vitol Bahrain E.C. Bahrain World Trade Center 0xx Xxxxx, Xxxx Xxxxx Xxxx 00, Xxxxxxxx 0X Xxx Al Kabeer Xxxxxx Xxxxxx Xxxxxx 000, Xxxxxxx Tel (000) 00 000 000 00 Confidentiality 31.1 Both Parties shall hold in confidence all business and technical information that is made available, directly or indirectly, by the other Party or developed or acquired in performing or receiving the services (collectively "Confidential Information"), except: 31.1.1 information which is or becomes, without fault of either Party, part of the public domain; 31.1.2 information which either Party can show was received from an independent third party that is under no obligation to the other Party regarding the information; 31.1.3 information that either Party can show was already in its lawful possession at the time the information was made available, directly or indirectly, from the other Party. 31.2 Neither Party shall, without the prior written approval of the other Party, use the Confidential Information which such Party is required to keep confidential hereunder, for any purpose other than the performance or receipt of the services. 31.3 Additionally, if so required by law or valid legal or regulatory process, either Party may disclose Confidential Information, but only following a notice to the other Party of the requirement to disclose and in reasonable cooperation with any attempt by the other Party to maintain the confidentiality of such Confidential Information.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 22 Article 30.3(b): replace ***% with “***% above LIBOR” and at the end of Article 30.3 insert “LIBOR means the rate for one month deposits in USD which appears on the relevant Reuters page (or any successor page) as of 11:00 London time on the date of determination or, in the event that such rate is unavailable, the mean average of the rates at which USD rates are quoted by the principal offices of three banks nominated by the Principal in the London interbank market”. Article 33.1(a) After “whatsoever” add “and fails to remedy such failure within 2 working days of receiving written notice from the Operator (during such 2 days the Principal i) will pay the Tank Storage Fee and ii) shall indemnify the Operator for any costs/losses/claims incurred and payable by the Operator as a result of an existing storage contract with a third party with a starting date within such 2 day period)” Article 33.1(b) After “whatsoever” add “and fails to remedy such failure within 2 working days of receiving written notice from the Operator (during such 2 days the Principal i) will pay the Tank Storage Fee and ii) shall indemnify the Operator for any costs/losses/claims incurred and payable by the Operator as a result of an existing storage contract with a third party with a starting date within such 2 day period)” Article 34: Replace with the following: “Neither Party shall be liable for damages or otherwise for any failure or delay in performance of any obligation hereunder other than any obligation to make payment, where such failure or delay is caused by force majeure, being any event or occurrence or circumstance reasonably beyond the control of that party, including but without prejudice to the generality of the foregoing, failure or delay caused by or resulting from acts of god, strikes, labour or trade dispute or other industrial action, fires, floods, drought, wars (whether declared or undeclared), civil commotion, armed conflict, terrorist attack, epidemics (including without limitation any associated quarantine or other containment measures), riots, perils of the sea, embargoes, accidents, acts, orders or restrictions imposed by any government authority or person purporting to act therefore (including allocations, priorities, requisitions, prohibitions, quotas and price controls or failing to grant necessary consents or licences) (each a “Force Majeure Event”). The party whose performance is so affected shall notify the other party hereto as soon as reasonably practicable indicating the nature of such Force Majeure Event and, to the extent possible, inform the other party of the expected duration of the Force Majeure Event.
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 23 The parties’ respective obligations under the Agreement (other than the obligation to pay when due all amounts that are owing to the other party which shall not be suspended) shall be suspended and the time for the Parties to perform their obligations (other than payment obligations) shall be extended during any period during which these obligations are prevented, hindered, curtailed or delayed by reason of any Force Majeure Event. If any of these obligations shall be prevented, hindered, curtailed or delayed for more than three months, the parties shall meet in good faith to discuss whether any amendments to the Agreeement are necessary, without prejudice to any rights and obligations of the parties which have accrued prior to the Force Majeure Event.” Article 35.3(c) Delete “gross”. Article 35.4(a): Replace “US$***” with “Euro***” Article 35.5: Between “Operator” and “shall” add “is not obliged but” Article 37.2: Replace with “The non-complying Party shall indemnify the other Party against any fines, penalties, losses, costs or expenses incurred as a result of the non- complying parties non-compliance with such statutes. VTTI Fujairah Terminals Ltd Fzc Vitol Bahrain E.C. /s/ Siavash Alishahpour /s/ Xxxxx Xxxxxxx Name: Siavash Alishahpour Name: Xxxxx Xxxxxxx Date: 27 October 2015 Date: 27 October 2015
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 24 Appendix 1 Jetties Refer table No. 01 for an overview. Table No. 01, overview of Jetties at Port of Fujairah Jetty No. Draught (m) (1) DWT/Max Displacement (mt) Max LOA (m) Berth OTB 1 13.50 55,000 180 Berth OTB 2 13.50 120,000 250 Berth OTB 3 13.50 120,000 250 Berth OTB 4 16.50 230,000 330 Berth OTB 5 16.50 207,000 300 Berth OTB 6 16.50 207.000 300 Berth OTB 7 Berth OTB 8 Berth OTB 9 16.50 16.50 16.50 207.000 250.000 250.000 000 000 330 1. Above stated draughts are general figures. Contact the local harbour authorities for the latest draught restrictions. These are published under Port of Fujairah NTM no.148 Vessel Acceptance Vessels calling at the Terminal will need to have been approved by the Port of Fujairah. The Company may at its own discretion refuse acceptance of vessels for reasons, acting reasonably, including but not limited to related to safety, crew professionality, etc. Minimum Vessel Capabilities Vessels calling at FOTT must comply with the following flow rates required by the Port of Fujairah:
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 25 Working Hours and Overtime: The Terminal is able to handle product on 24 hours per day 7 days a week basis. Office hours are from Sunday 08:00hrs till Thursday 18:00hrs. For all information related to movements please include e-mail address “xxxxxxxxx@xxx.xxxx.xxx" For emergency please contact key-personnel at below stated phone numbers. Notwithstanding the above, the Terminal shall be able to load and unload trucks from Sunday 07.00hrs until 18.00hrs. Emergency Contact Details of Key Personnel: Customer Services : Xxxxxx Xxxxxxxx E-mail : xxx@xxx.xxxx.xxx Tel : + 000 0 000 0000 Mobile : + 000 00 000 0000 Operations Manager : Xxxxxx Xxxxxxxxx Ranjan E-mail : xxx@xxx.xxxx.xxx Tel : + 000 0 000 0000 Mobile : + 000 00 000 0000
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*** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 26
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27 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 2 NOMINATION AND OPERATIONAL PROCEDURES 1- All import and export vessels shall be subject to the Port of Fujairah and the Terminal’s customary clearance procedures (hereafter referred to as the Terminal customary clearance procedure). 2- i) The Client shall endeavour to give the Terminal at least fifteen (15) days notice of a 5-day arrival range for each import / export requirement, and shall notify the Company the following information: a) Name and Flag of the vessel to be employed b) Year of Construction c) Summer Dead-weight and Draft d) L.O.A. e) Distance from Bow to Centre Manifold f) Type of operation : Import / Export g) Product ii) Notwithstanding the above, if the relevant vessel is less than 15 days sailing from Fujairah or was already at Fujairah when nominated by the Client (a “Prompt Nomination”) and the Client is unable to give 15 days’ notice of arrival, the Company: a) will use all reasonable endeavours to obtain acceptance from the Port of Fujairah ; and b) will provide the Client with an estimate for when the Terminal would be able to commence loading/discharge operations with regard to upholding the normal standard of safety and good operational practice. 3- The Company shall either accept or reject a vessel nomination made by the Client as soon as reasonably possible, acting reasonably and subject to the Port of Fujairah acceptance criteria. In the event the vessel nomination deviates from the rules and regulations of the Port of Fujairah, the Company shall use all reasonable endeavours to obtain the Port of Fujairah’s acceptance for such vessel nomination.
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28 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 4- i) At least ten (10) days prior to the first day of the agreed 5-day arrival date range the Principal shall narrow the 5-day arrival range down to a 3-day window and shall also notify the Company the following information: a) 3 day arrival range b) Vessel’s local agents c) Independent Inspectors attending d) Quantity of each grade of Product to be loaded or discharged. ii) Notwithstanding the above, in the case of a Prompt Nomination the Client shall provide the information required in this paragraph as soon as reasonably possible and 2-ii) a) and b) shall apply. 5- At least three (3) working days prior to the agreed date range of a nominated vessel, the Client may substitute it with a vessel of similar purpose. Such notice of substitution shall be made in writing and contain the information required under Section 2 and 4 hereinabove. Unless otherwise agreed in writing, the date range for the substitute vessel shall always remain as per that of the previous nomination. In the event of a Prompt Nomination where the Client requests a vessel substitution within 3 days of the agreed date range, the Company will use all reasonable endeavours to obtain clearance from the Port of Fujairah and agreement to such substitution will not be unreasonably withheld by the Company if the vessel meets the Acceptance Criteria defined by the Port and is accepted by the Port. 6- The Client shall advise the Company promptly of any change of 24 hours or more in the estimated time of arrival of a vessel nominated hereof. 7- All vessels entering Port of Fujairah should comply with all of the rules and regulations issued from time to time by the Port of Fujairah. In the event the Client cannot comply with the rules and regulations of the Port of Fujairah as a result of the Terminal’s technical and operational defects, the Client shall not be liable for such non-compliance. 8- The Client shall notify the Company of its documentary requirements at least two (2) full working days prior to the arrival of a nominated vessel. The Company shall provide all necessary documents in accordance with the Client’s instructions within four (4) hours after completion of loading, and/or from the completion of any quality or quantity testing
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29 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. required by the Client which may delay the preparation of such documents, whichever the latter. In the case of a Prompt Nomination, the Client shall provide the information required in this paragraph as soon as reasonably possible and 2-ii) a) and b) shall apply. 9- The Client shall arrange for the Master of the vessel or his representative to notify the Company (Fax No. 00-0000000) of the expected time of arrival upon sailing from its previous port, and thereafter to the extent that such time remains, at least seven (7) days and at 72, 48, 24 hours before the vessel is due at the Terminal. Thereafter the Master shall advise by Telex, radio or telephone any variation of more than six (6) hours from such expected time of arrival previously given. The Master of the vessel or his representative shall provide the Company (Fax. No. 00-0000000) with the following information 72 hours prior to arrival with an update where applicable at 48 and 24 hours prior to arrival: a) For import vessels discharging Product (s) to the Terminal: 1. Name of vessel and call sign 2. ETA Fujairah (Local Time) 3. Vessel LOA and BCM 4. Arrival draft fore and aft. 5. Vessel’s Agent at Fujairah 6. Cargo to be discharged (Gross Observed Volume and Gross Standard Volume GOV/GSV) 7. transit cargo details. 8. If applicable, ability to discharge two grades simultaneously. 9. If “NO” to (8), preferred discharge sequence. 10. Expected maximum freeboard alongside. 11. Ballast hours on completion. 12. Confirmation that all tanks are inerted and IGS fully operational. b) For export vessels loading Product(s) from the Terminal: 1. 1) Name of vessel and call sign 2. ETA Fujairah (Local Time) 3. Vessel LOA and BCM 4. Arrival draft fore and aft. 5. Vessel’s Agent at Fujairah 6. De-Ballast hours before loading. 7. Cargo nomination by grade and quantity.
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30 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8. Transit cargo details. 9. If applicable, ability to load two grades simultaneously. 10. If “NO” to (9) preferred loading sequence. 11. expected sailing draft, fore and aft. 12. expected maximum freeboard alongside. 13. Last cargo carried, tank preparation. 14. Confirmation that all tanks are inerted and IGS fully operational. c) In the case of a Prompt Nomination, the Client shall provide the information required in this paragraph as soon as reasonably possible and 2-ii) a) and b) shall apply. 10- a) On arrival at the designated anchorage point, the Master of the import vessel is to confirm to the Company the availability of the following documents on board prior to the proceeding to berth: i) copy of the Xxxx of Lading ii) copy of the Quality certificate iii) copy of the certificate of Origin iv) copy of the Cargo Manifest b) Non compliance with the above requirement (Section 10a hereinabove) may result in berthing delays and or refusal of the vessel. c) All documents, as specified in Section 10a hereinabove, shall be presented to the Terminal upon vessel arrival. 11- The Client shall always ensure that the Discharge Order is sent to the Company prior to commencement of discharge. The Discharge Order shall show the quantity in metric tones, as stated on the Xxxx of Lading. Failure to comply with this request may subject the import vessel to discharge delays. 12- On completion of vessel operations, the Company shall promptly provide the Client with the following information by telex:
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31 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. a) Discharge Quantity and Outturn (Imports) / Xxxx of Lading Quantity (Exports) b) Time Log (imports and/or Exports) NB.: ALL COMMUNICATIONS AND ETA’S SHOULD REFER TO LOCAL TIME IN THE UNITED ARAB EMIRATES; WHICH IS GMT PLUS 4 HOURS. 13- The Client shall provide the Company with Proforma Invoices (PFI) showing estimated values (Fax PFI acceptable), within 48 hours of completion of vessel operations. This is a requirement of the Port of Fujairah and is applicable to both import and export of Product(s). Non-compliance may subject the Client to a penalty imposed by the Port Authority. DISCHARGE AND LOADING CONDITIONS 14- All vessels shall comply with the Terminal and Port of Fujairah’s rules and regulations. 15- The Principal warrants that each vessel shall be participating in the “Tanker Owners Voluntary Agreement concerning Liability for Oil Pollution – (TOVALOP). 16- Upon arrival at the designated anchorage at Fujairah, the Master (or his representative) shall tender to FRCL (or its agent) Notice of Readiness by Fax, telegraph, radio or letter, at any time that the vessel is ready, in all respects, to load or discharge Product(s) as the case may be.
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32 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 3 FTL LABORATORY RATES US$ US$ US$ GASOIL FUEL OIL NAPHTHA Ash Content % Wt. ASTM D 482 *** *** Asphaltine Content % Wt IP 143/96 B.S.& Water % Vol ASTM d 2709 *** *** Calorific Value BTU lb (MJ/Kg) Calculated Carbon Content % Wt ASTM D 3178/93 *** *** Cetane Index ASTM d976 *** Cloud Point *** Colour ASTM ASTM D 1500 *** Compatibility/Stability Test Rating ASTM D 4740/95 Carbon Residue % wt ASTM D 189/97 IP 13/94 *** *** Copper Corrosion Test ASTM D86 *** Distillation deg C STM D86 *** *** Density kg/L ASTM D 1298/90 IP 160/96 *** *** *** Flash Point deg C ASTM D 93/97 IP 34/88 *** *** Metals ppm(Sodium) IP 288/95 Metals ppm(Vanadium) IP 288/95 Metals ppm(Alluminium) IP 377/95 modified Metals ppm(Silicon) IP 377/95 Potasium Content ppm IP 288 Pour Point deg F/C ASTM D 97 *** *** RCR *** *** Sediment by extraction % Wt ASTM D 473/95 IP 53/82 *** Sulphur Content % wt ASTM D 129/95 D4294/95 IP 336/95 *** *** *** Viscosity kinematic cSt ASTM D 445/96 IP 71/97 *** *** Water content % Vol ASTM D 95/90 IP 74/88 *** *** Total Solids Total Acid No. *** Neutralizaion No. Xxxx Vapor Pressure *** Saybolt Color ***
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33 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 4 H2S ACCEPTANCE CRITERIA FOR FIXED ROOF TANKS H2S concentration Unloading requirements <2 ppm in the liquid phase Product is acceptable cf ASTM test certificate 2ppm<liquid phase<5ppm and <200ppm in the vapor phase Product can only be accepted with ASTM tests for H2S concentration in the liquid phase and the vapor phase 2ppm<liquid phase<5ppm and >200ppm in the vapor phase Product can only be accepted with ASTM tests for H2S concentration in the liquid phase and the vapor phase Product has to be treated with H2S scavenger >5 ppm liquid phase Product can only be accepted with ASTM tests for H2S concentration in the liquid phase and the vapor phase Product has to be treated with H2S scavenger Receipt of cargo into tanks with floating roofs shall be exempt from the above mentioned limits if the internal floating roof (IFR) is in floating condition.
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34 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 5 TANK ALLOCATION BY MATRIX Tanks allocated to Fuel Matrix as per 15.09.2015 Tank Contractual Capacity (m3) Nett Capacity (m3) Roof Type Product Heating Min flash TK 105 13,052 13,052 Fixed Fuel Oil 60 c TK 106 13,177 13,177 Fixed Fuel Oil 60 c TK 107 13,177 13,177 Fixed Fuel Oil 60 c TK 108 13,117 13,117 Fixed Fuel Oil 60 c TK 109 13,091 13,091 Fixed LCO 60 c TK 111 13,109 13,109 Fixed Fuel Oil 60 c TK 115 24,526 24,526 Internal Floating DPP n.a. TK 123 17,106 17,106 Fixed Fuel Oil Yes 60 c TK 124 17,106 17,106 Fixed Fuel Oil Yes 60 c TK 125 13,031 13,031 Fixed Fuel Oil Yes 60 c TK 126 13,031 13,031 Fixed Fuel Oil Yes 60 c TK 127 28,521 28,521 Domed Fixed CPP 60c TK 129 36,229 34,989 Domed Fixed DPP Coils 60 c TK 130 36,176 35,051 Domed Fixed Fuel Oil Coils 60 c TK 132 36,200 35,320 Domed Fixed Fuel Oil Coils 60 c TOTAL 300,649 297,404 Tanks allocated to Distillate Matrix as per 15.09.2015 Tank Contractual Capacity (m3) Nett Capacity (m3) Roof Type Product Heating Min flash TK 201 14,204 13,496 Internal Floating CPP n.a TK 202 14,184 13,485 Internal Floating CPP n.a TK 203 22,877 21,913 Internal Floating CPP n.a TK 210 33,447 32,141 Internal Floating CPP n.a. TK 211 33,471 32,152 Internal Floating CPP n.a. TK 212 33,497 32,194 Internal Floating CPP n.a. TK 214 46,334 44,614 Internal Floating CPP n.a. TK 218 33,542 32,227 Internal Floating CPP n.a. TOTAL 231,556 222,222
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35 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Tanks allocated to Processing Matrix as per 15.09.2015 Tank Contractual Capacity (m3) Nett Capacity (m3) Roof Type Product Heating Min flash TK 104 13,097 13,097 Fixed Fuel Oil 60 c TK 110 13,098 13,098 Fixed Fuel Oil 60 c TK 112 24,568 24,568 Internal Floating DPP n.a. TK 113 24,568 24,568 Internal Floating DPP n.a. TK 114 24,568 24,568 Internal Floating DPP n.a. TK 116 42,342 42,342 External Floating DPP n.a. TK 117 42,152 42,152 External Floating DPP n.a. TK 118 42,152 42,152 External Floating DPP n.a. TK 119 42,266 42,266 External Floating DPP n.a. TK 120 3,385 3,385 Coned Internal Floating CPP n.a. TK 121 5,454 5,454 Coned Internal Floating CPP n.a. TK 122 3,391 3,391 Coned Internal Floating CPP n.a. TK 128 28,524 28,524 Internal Floating CPP n.a. TK 131 36,183 35,025 Domed Fixed Dar Resid Coils 60 c TK 204 10,663 10,075 Internal Floating CPP n.a TK 205 22,838 21,862 Internal Floating CPP n.a TK 206 22,819 21,865 Internal Floating CPP n.a. TK 207 25,311 24,254 Internal Floating CPP n.a. TK 208 22,814 21,850 Internal Floating CPP n.a. TK 209 33,490 32,174 Internal Floating CPP n.a. TK 213 51,423 49,532 Internal Floating CPP n.a. TK 215 46,280 44,568 Internal Floating CPP n.a. TK 216 33,545 32,250 Internal Floating CPP n.a. TK 217 33,503 32,199 Internal Floating CPP n.a.
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36 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. TOTAL 648,434 635,219
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37 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. APPENDIX 6 GENERAL TERMS AND CONDITIONS
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VTTI Fujairah Terminals Ltd Fzc 2 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. TABLE OF CONTENTS ARTICLE HEADING ARTICLE 1 - DEFINITIONS AND INTERPRETATION ARTICLE 2 - APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS ARTICLE 3 - LOCATION OF FACILITIES ARTICLE 4 - REPLACEMENT OF FACILITIES ARTICLE 5 - INSPECTION OF FACILITIES ARTICLE 6 - SPECIAL MEASURES ARTICLE 7 - MAINTENANCE, REPAIR, ALTERATION OF AND ADDITION TO FACILITIES ARTICLE 8 - REMOVAL OF PRODUCTS ARTICLE 9 - CLEANING AND RESTORATION OF FACILITIES ARTICLE 10 - OTHER OPERATIONS ARTICLE 11 - MAXIMUM TANK WEIGHT ARTICLE 12 - INFORMATION FROM PRINCIPAL ARTICLE 13 - INSPECTION OF PRODUCTS ARTICLE 14 - LIABILITY FOR INCORRECT OR INCOMPLETE STATEMENTS, ETC. ARTICLE 15 - REFUSAL TO TAKE DELIVERY OF PRODUCTS OR CARRY OUT OPERATIONS ARTICLE 16 - MEANS OF TRANSPORT, PACKING MATERIALS AND CONTAINERS ARTICLE 17 - CONDITION OF PRODUCTS ON ARRIVAL ARTICLE 18 - INFORMATION AND DOCUMENTS FOR DUTIES, TAXES AND CHARGES ARTICLE 19 - POINT OF DELIVERY OR RE-DELIVERY ARTICLE 20 - ARRIVAL, HANDLING AND DEPARTURE OF VESSELS AND VEHICLES ARTICLE 21 - WORKING HOURS ARTICLE 22 - DELIVERY AND RE-DELIVERY OF PRODUCTS ARTICLE 23 - COUNTING, WEIGHING, MEASUREMENT AND TESTING OF PRODUCTS
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VTTI Fujairah Terminals Ltd Fzc 3 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ARTICLE 24 - DELIVERIES AND RECEIPTS ARTICLE 25 - ACCESS TO TERMINAL ARTICLE 26 - INFORMATION ON PRODUCTS ARTICLE 27 - TRANSFER OR PASSING OF OWNERSHIP OF PRODUCTS ARTICLE 28 - DELIVERY REQUIREMENTS ARTICLE 29 - RATES, CHARGES AND TAXES ARTICLE 30 - CONDITIONS OF PAYMENT ARTICLE 31 - SEGREGATED STORAGE ARTICLE 32 - DISPUTE OF OWNERSHIP OF PRODUCTS ARTICLE 33 - RIGHT OF DISPOSAL ARTICLE 34 - FORCE MAJEURE ARTICLE 35 - OPERATOR’S LIABILITY ARTICLE 36 - CUMULATIVE RIGHTS AND REMEDIES ARTICLE 37 - COMPLIANCE WITH STATUTES ARTICLE 38 - ASSIGNMENT OF AGREEMENT ARTICLE 39 - CONSENT FOR WAIVER
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VTTI Fujairah Terminals Ltd Fzc 4 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ARTICLE 1 - DEFINITIONS AND INTERPRETATION The following expressions shall have the following meanings unless the context of the Agreement requires otherwise. 1.1 “Agreement” Agreement refers to the agreement made verbally, by conduct or in writing, as a “Storage Contract”, between the Operator and the Principal or any person on behalf of the Principal whereby the Operator undertakes to carry out the Operations subject to the terms and conditions of such agreement including these Articles herein. 1.2 “FTL” FTL means VTTI Fujairah Terminals Ltd Fzc and is herein also referred to as the “Operator”. 1.3 “Terminal” All or any part of any premises, offices, buildings, landward or marine storage facility, tank, tanker vessel, tank truck, rail tank car, shed, warehouse, laboratory, berth, jetty, quay, pier, mooring or breasting facility, pipeline, and their pumps, equipment, appliances and component parts and other places, structure, vessel or vehicle at, by or through which the Operations are carried out by or on account of the Operator irrespective of whether or not such terminal belong to or is controlled or operated by the Operator. 1.4 “Facilities” All or any part of the Terminal chosen by the Operator from time to time for the purposes of the Operations. 1.5 “Claim” Any loss, damage, cost and expense suffered by the claimant due to the loss, destruction or damage of any property (including the property of the claimant) or from any damage to the environment or from the death or injury of any person (including the claimant) or any economic or consequential loss or loss of profits suffered by the claimant and any demand or legal proceedings made or instituted in respect of such claim including the costs
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VTTI Fujairah Terminals Ltd Fzc 16 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Operator shall not be liable to the Principal or any other person for any Claim arising from any such delay or interruption or departure (including any claim for any demurrage or other compensation for any temporary or permanent loss of use of the Vessel or the Vehicle). 20.5 If the loading or discharge of the Products shall be undertaken by the Operator as part of the Operations, the Principal shall ensure that the Operator shall receive adequate directions (including times and pumping speeds) in sufficient time regarding the proper manner of such loading or discharge and if the Products are to be delivered to the Operator in various consignments, regarding the Products that form part of each consignment. 20.6 (1) With regard to the discharge or loading of the Products from or onto any Vessel or any Vehicle during the delivery or the taking of re-delivery of the Products to or from the Facilities, as the case may be, the Principal shall ensure that when the Vessel or the Vehicle has berthed or parked alongside a delivery or re-delivery point at the Terminal designated by the Operator and the Operator has declared itself to be ready for such delivery or re- delivery, such discharge from or loading onto the Vessel or the Vehicle (including the connection and disconnection of hoses and the taking and analysis of samples of the Products) shall commence immediately and proceed diligently on a 24-hour basis daily (including Fridays and public holidays) without interruption or delay until the completion of such discharge or loading. (2) Without prejudice to the generality of paragraph (1) above, the Principal shall ensure that: (a) The Products shall be discharged from a Vessel or a Vehicle at the maximum pumping capacity which is usual in the case of a Vessel or a vehicle of a similar size and tonnage, taking into account the maximum receiving capacity of the Terminal (seven (7) bars of pressure) and the requirements of safety; and (b) If the Products shall have to be pumped from the Vessel during such discharge, the Products shall be pumped at such temperature, pressure and condition as will not delay or impede such pumping. With regards to temperature, the maximum temperature discharge condition for Class 1 and 2
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VTTI Fujairah Terminals Ltd Fzc 17 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. petroleum products is ambient temperature, and the maximum temperature discharge condition for Class 3 petroleum products is 15 degrees Celcius lower than the flashpoint of the product with a maximum of 70 degrees Celcius. (3) If the Operator and the Principal shall differ on the question of such maximum pumping capacity, temperature, pressure or condition, the Operator shall be entitled thereupon to obtain the decision of an independent and reputable expert whose decision shall be final and binding on the parties (including his decision on whether the Operator or Principal should bear the cost of his decision). 20.7 The Principal shall ensure that the Vessel or the Vehicle shall be removed from the Terminal immediately upon completion of such discharge or loading or sooner if necessary for compliance with the requirements of the competent authorities or where deemed necessary by the Operator to facilitate other operations at the Terminal. 20.8 If the Operator shall not have received any or any adequate directions described in Article 20.5 or shall not have received such directions within sufficient time: (a) The Operator shall be entitled to refuse delivery or redelivery of the Products and at the risk and expense of the Principal, to remove the Vessel or the Vehicle to any place chosen by the Operator at its absolute discretion; and (b) The Principal shall pay to the Operator all losses, costs and expenses (including demurrage and consequential losses) arising from such non- receipt, refusal and removal and shall be liable for any Claims arising from such failure and shall indemnify the Operator against such Claims. 20.9 If: (a) The Products shall not be discharged from or loaded onto the Vessel or the Vehicle, as the case may be, at the times and the speed as per the adequate directions described in Article 20.5 due to any reason whatsoever; or
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VTTI Fujairah Terminals Ltd Fzc 21 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) If the Principal shall not have performed or observed any term or condition of the Agreement (including the obligation to pay all sums due under the Agreement) due to any reason whatsoever or if the Principal shall not have performed or observed any term or condition of any agreement made between the Operator and the Principal in respect of any other products at the Terminal; or (b) If due to any reason whatsoever, the Principal shall not have obtained the agreement of the intended transferee in a form approved by the Operator to perform and observe the terms and conditions of the Agreement; or (c) If in the Operator’s opinion, any dispute may arise between the Principal and the intended transferee or any other person in relation to the ownership or other interest in the Products or in relation to the right to delivery or possession thereof. 27.3 In the event of any dispute described in Article 27.2(c), the Operator shall be entitled: (a) To retain the Products and such other products at the risk and expense of the Principal until the resolution or settlement of such dispute to the Operator’s satisfaction; and (b) To obtain legal assistance and initiate legal proceedings at the expense of the Principal in respect of such dispute. 27.4 The Principal shall be liable for all Claims arising from any refusal of the Operator to recognize or to be bound by the intended transfer of ownership or other interest in the Products and shall indemnify the Operator in respect of such Claims. 27.5 Notwithstanding the transfer of ownership or possession of the Products, until and unless the Operator shall have agreed to recognize and be bound by such transfer, the Principal shall continue to perform and observe the terms and conditions of the Agreement (including the obligation to pay all sums due under the Agreement and all Claims) even insofar as they relate to any Operations carried out after the trans fer.
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VTTI Fujairah Terminals Ltd Fzc 24 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) If legal proceedings shall be commenced by any third party for the bankruptcy or liquidation or winding up of the Principal; (b) If the Principal shall make any offer of composition to its creditors; (c) If any order of distress or attachment or similar order shall be made against any property of the Principal; (d) If the Principal shall cease to carry on the business in which it was engaged at the commencement of effect of the Agreement; or (e) If the Principal shall fail to perform or observe any terms or conditions of the Agreement; All sums due from the Principal to the Operator shall become immediately due and payable. 30.3 If due to any reason whatsoever (except the default of the Operator) the Principal shall not pay any sum payable to the Operator under the Agreement within 10 days after the date of the Operator’s invoice therefor or on the agreed maturity date: (a) The Operator shall be entitled to engage the services of any person to recover such sum from the Principal, in which event the Principal shall also be liable for all costs incurred by the Operator for such services (including the legal costs) which costs shall be not less than 15% of such sum; and (b) Regardless of whether or not the Operator shall have engaged the services of any person as described in paragraph (a), the Principal shall in addition to all sums payable under the Agreement and the costs described in paragraph (a) (if any), pay to the Operator an interest of ***% on such sums and the costs, which interest shall be payable on a day to day basis form the date immediately after the due date for payment to the date of actual payment of such sums, the costs and interest thereon or to the date of expiry or sooner termination of the Agreement, whichever is earlier.
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VTTI Fujairah Terminals Ltd Fzc 26 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) The Operator shall be entitled to open or break open without being liable for any damage caused thereby, any container or any other package containing the Products; and (b) Any proceeds of sale shall be applied by the Operator in the following manner: (i) Firstly, in payment of all sums due from the Principal to the Operator under the Agreement or under any other agreement made between the Operator and the Principal; (ii) Secondly, in payment of the expenses of the removal and disposal and any storage of the Products in the period between such removal and disposal; (iii) Thirdly, in payment of any sums due from the Principal to the competent authorities; and (iv) Fourthly, in payment of other claims or lines of which notice has been given by third parties to the Operator and by rendering any surplus to the Principal on demand and if no such demand is made within one year from the date of such sale, by retaining the surplus whereupon all rights of the Principal to the surplus shall be forfeited. 33.3 If the proceeds of any sale of the Products by the Operator pursuant to Article 33.1 shall be insufficient to satisfy in full any claim of the Operator under the Agreement and under any other agreement made between the Operator and the Principal, the Operator shall be entitled to recover the same from the Principal as a debt in any court of competent jurisdiction. 33.4 Any sale of the Products by the Operator pursuant to Article 33.2 shall be free from any encumbrances. 33.5 The Operator shall not be liable for any Claim arising from the removal, disposal, destruction and intermediate storage of the Products and the Principal shall indemnify the Operator against such Claims.
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VTTI Fujairah Terminals Ltd Fzc 30 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 7 TANK STORAGE FEE The Tank Storage Fee per cubic meter (m3) for the Contractual Capacity pro rata per month or part thereof shall be $ ***/m3 for the period Start Date – End Date.
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VTTI Fujairah Terminals Ltd Fzc 31 *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Appendix 8 Port limitations The Client acknowledges and agrees that it shall comply with the following port limitations applicable outside of the Terminal in the port of Fujairah: Maximum Viscosity at actual temperature The port system can handle maximum cargo viscosity of 500cst. If the cargo viscosity is more than this limit then the port may ask for additional measures or may reject the cargo of the Client. Maximum H2S The port has set a maximum h2s limit for cargo passing through its communal facility as 10 ppm in liquid phase. If the h2s cargo limit exceeds such limit then the port may request for additional measures to which the Clients shall have to comply with to perform any operations. If the floating roof of an internal floating roof tank is resting then the tank will be treated similar as that of fixed roof tanks (until roof floated) and in which case, appendix 4 shall apply. Pour Point The temperature of the cargo used by the Client for the communal facility of the port should be 20 degrees Celsius above the pour point and the Client shall comply with this when discharging high pour point cargo through FOTT berths.