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GENERAL TERMS AND CONDITIONS PETROCHEMICAL BROKERAGE B.V. (VERSION 8 JULY 2016)

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I GENERAL

In these General Terms and Conditions, the following terms mean:

1. Client
   the natural person or legal entity who has given the Contractor an assignment to perform Work.
2. Contractor
   Petrochemical Brokerage B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Rotterdam, the Netherlands and having its principal place of business at Churchillplein 18, (3011 EW) Rotterdam, the Netherlands, registered with the Chamber of Commerce with trade register number 24235015, VAT-number: NL801.355.722.B01, or one of the legal entities or partnerships affiliated with it to which the Client has given an assignment. Petrochemical Brokerage B.V. is a trade broker for petrochemical and/or oil products.
3. Work
   All work performed by the Contractor of any nature, including, but not limited to: carrying out orders in buying and selling of petrochemicals and any other deal brokered by the Contractor and relating to the petrochemical business.
4. Third party
   Any counterparty of the Client in respect of a deal brokered by the Contractor.
5. Platform
   The web trading & brokerage platform of the Contractor (http://www.petrochemical-online. com/), where a Client can buy or sell petrochemicals at its own risk and account.

II APPLICABILITY

These General Terms and Conditions apply to all legal relationships between the Contractor and the Client concerning the Work performed or to be performed by the Contractor for the Client, including an offer made by the Contractor to the Client for the performance of Work. In addition, these General Terms and Conditions apply to the Clients that use the Platform to buy or sell petrochemicals at their own risk and account. When the Client registers at the Platform, the Client is deemed to have accepted that the General Terms and Conditions apply to all online transactions of the Client. Departures from these Terms and Conditions will only have effect if such departures are confirmed by the Contractor in writing or by email. The applicability of any general terms and conditions of the Client is expressly rejected by the Contractor.

III PRICE QUOTATIONS

All price quotations by the Contractor are free of obligation and are made exclusive of BTW (Dutch VAT), unless stated otherwise.

IV ASSIGNMENTS

All assignments will be accepted and performed by the Contractor, with the exclusion of Section 7:404 of the Dutch Civil Code (Burgerlijk Wetboek). Assignments and changes thereto shall only bind the Contractor if and to the extent that the Contractor accepts the assignment or change thereto in writing or by e-mail, specifying the details of the assignment or change thereto.

V BROKERAGE COMMISSION

The brokerage commission is calculated according to rates per metric ton (in Euro or Dollars) which the Contractor sets on the basis of standards customary in the circle of its professional colleagues. The brokerage commission will be calculated based on the contract quantity of petrochemical product per metric ton. The Client’s brokerage commission will not depend on the results of the assignment. In case of wash-out, circle-out or cancellation of the assignment, the brokerage commission will still be invoiced to the Client. The Contractor will draw up periodic, specified invoices at the end of each month relating to the Work done in the period in question. The Contractor will not be obliged to specify items in its invoice other than: the nature of the Work (i.e. the brokered deals), the quantity of the brokered deals, the period in which the Work was performed, the brokerage commission charged, the due date of the invoice and payment information.

VI ADVANCE PAYMENTS / SECURITY / SUSPENSION

The Contractor is entitled at all times to charge the Client advance payments and/or to request a deposit as a fixed advance payment, in the form desired by the Contractor for the payment of outstanding and/or future invoices of the Contractor. The Contractor may suspend (further) performance of the assignment until the requested advance payment has been made or the security desired by the Contractor has been provided. Advance payments made will be deducted in the periodic invoices. Security will be released at the end of the assignment, as soon as all outstanding invoices from the Contractor to the Client have been paid.[/vc_column_text][/vc_column][vc_column width=”1/3″][vc_column_text]

VII PAYMENT

The invoices must be paid on prompt basis, but ultimately within 30 days of the invoice date. Bank charges are for the Client’s account. In the event of non-payment or incomplete payment within the stipulated period, the Client will be in default by operation of law, without any further notice of default or demand letter being required. From the date on which the Client is GENERAL TERMS AND CONDITIONS PETROCHEMICAL BROKERAGE B.V. (VERSION 8 JULY 2016) in default until the date of payment in full of the Contractor’s invoice(s), the Client will owe the statutory interest rate for commercial transactions referred to in Section 6:119a of the Dutch Civil Code (Burgerlijk Wetboek). If the Client is in default, all other invoices from the Contractor to the Client will become immediately due and payable, also those for which the payment term might not have expired. The Client waives any possible reliance on discount, setoff or compensation. Payment must be made in legal Dutch tender in a bank account indicated by the Contractor. All court and extrajudicial costs the Contractor is obliged to incur to retain its rights or to collect its claims will be payable by the Client. The court costs will not be limited to the amounts awarded by the court as disbursements and fees of the procurator litis or attorney in accordance with the liquidation rates referred to in Section 241 of the Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering), but will encompass the full court costs incurred by the Contractor, including the actual costs of the fee and disbursements of its lawyer, procurator litis or attorney. The Client will in any case owe extrajudicial costs if the Contractor has enlisted the assistance of a third party in collecting the claim. Extrajudicial costs will be charged in accordance with the prevailing graduated scale of extrajudicial collection costs (Staffel Buitengerechtelijke Incassokosten), which are currently: on the first € 2,500 15%, on the additional amount to € 5,000 10%, on the additional amount to € 10,000 5%, on the additional amount to € 200,000 1% and above € 200,000 0.5%, without prejudice to the Contractor’s right to charge the higher costs actually incurred. The Contractor will have the right to stop or suspend its Work as long as the Client leaves invoices from the Contractor unpaid. In the event of a joint assignment, the Clients will be jointly and severally liable for payment of the invoice amount, in so far as the Work was performed for the joint Clients.

VIII COMPLAINTS

A complaint in relation to certain Work will not suspend the Client’s payment obligation. The Contractor must be informed of complaints relating to the amount of an invoice in writing to the abovementioned business address or by e-mail to info@pcbbv.com within 14 days after the invoice is sent, on pain of forfeiture of the right of complaint. Complaints relating to the scope / quality / promptness of certain Work must be submitted promptly, but ultimately within 24 hours of the day on which the complaint became or should reasonably have been known to the Client, in writing to the abovementioned business address or by e-mail to info@pcbbv.com, clearly stating the complaint. In the event of a justified complaint, the Contractor will have the choice between adjusting the brokerage commission it has charged, improving or performing the justifiably rejected Work over again free of charge or not performing all or part of the assignment (any longer) against pro rata refund of the amounts the Client has already paid for the Work.

IX PLATFORM

Notwithstanding the provisions in these General Terms and Conditions, the online transactions of the Client through the Platform will be at the Client’s own risk. The Contractor will in any case not be liable for any direct or indirect loss suffered by the Client due to closed transactions at the Platform. The Contractor cannot guarantee that the Platform can be used at any time, is available at any time or functions correctly at any time. To the extent permitted by law, the Contractor is not liable for any direct or indirect damages, including, without limitation, special, indirect or consequential damages, including, without limitation, loss of profits or loss of turnover, resulting from the access or use, inability to access or use the Platform, or breakdowns of the Platform.[/vc_column_text][/vc_column][vc_column width=”1/3″][vc_column_text]

X LIABILITY

The Contractor will in any case not be liable for direct loss suffered by the Client, connected in any way with or due to non-performance, late or improper performance of the Work, or liable for higher amounts than the brokerage commission charged by the Contractor for the Work it performed incorrectly, or which it would have been able to charge for this Work over the period in which the Work was performed. This period will remain limited to the last twelve months if the aforementioned Work was performed over a longer period. Furthermore, the Contractor’s liability will be limited to the amount for which the Contractor has insured itself for the non-performance, late or improper performance. If, however, the Client’s direct loss is connected with or caused by services provided by the Contractor in the context of company takeovers, company mergers, share transactions, stock market introduction, as well as related financial matters in the broadest sense of the word, any liability of the Contractor will be excluded, except in the event of a wilful act or omission or gross negligence on the part of the Contractor. The Contractor will never be liable for any indirect damages or consequential loss (gevolgschade), including, without limitation, loss of profits (gederfde winst), loss of turnover, loss of opportunity, loss of reputation punitive damages or stagnation in the regular course of business of the Client’s company, connected in any way with or due to a mistake in the Contractor’s performance of the Work, except in GENERAL TERMS AND CONDITIONS PETROCHEMICAL BROKERAGE B.V. (VERSION 8 JULY 2016) the event of a wilful misconduct (opzet), wilful recklessness (bewuste roekeloosheid) or gross negligence (grove schuld). The Client accepts that the Contractor repudiates any responsibility and liability if any changes are made to a brokered deal as a result of discussion and/or agreements between the Client and a Third Party.

XI CONFIDENTIALITY

The Contractor and the Client undertake to observe secrecy with regard to all confidential information received from the other party. The Contractor and the Client also impose this obligation on their employees as well as on third parties engaged by them for the performance of the Work. Information will in any event be regarded as confidential if the Contractor or Client qualifies it as such.

XII RISK OF INFORMATION STORAGE

The Contractor must provide for careful storage of information originating from the Client. Unless the Contractor can be blamed for wilful misconduct (opzet), wilful recklessness (bewuste roekeloosheid) or gross negligence (grove schuld), the Contractor will not be liable in any way for damage or total or partial loss of the information and/or accounting records supplied by the Client. The Client will bear the entire risk of damage or destruction. The Client indemnifies the Contractor for any claims of third parties in this regard.

XIII FORCE MAJEURE

A failure by the Contractor in the performance of the Work or a failure of the Platform may not be imputed to the Contractor if it is not to blame for the failure, nor responsible for it by virtue of the law, contract or generally accepted standards. Force majeure means in any case, without limitation: faults in the telecommunications infrastructure (internet or phone), government measures that prevent the Contractor from performing its obligations in good time or properly, civil unrest, mobilisation, war, business interruptions, fire, flood. If force majeure delays the Contractor’s performance of the assignment for more than one month, each of the parties will be entitled to terminate the assignment with immediate effect by giving written notice (or by e-mail), with the exclusion of further rights, without the Contractor being obliged to compensate any loss suffered by the Client or third parties.

XIV DISPUTES AND APPLICABLE LAW

The legal relationship between the Contractor and the Client is governed exclusively by Netherlands law. Any disputes between the Client and the Contractor, shall be exclusively submitted to the jurisdiction of the competent court in Rotterdam.

XV. EXCLUSION SECTIONS DUTCH CIVIL CODE

The Contractor explicitly excludes the applicability of Sections 6:227b subsection 1 and 6:227c of the Dutch Civil Code (Burgerlijk Wetboek).

XVI. CONVERSION

In case any of the conditions of an agreement is invalid or is not applicable in any other way, there is automatically a conversion in which case a legitimate clause will enter the contract. Both parties are obliged to have contact about the text of the new clause.[/vc_column_text][/vc_column][/vc_row]