Terms & Conditions

ACCEPTANCE: Eni USA R&M Co. Inc. (“Seller”), agrees to supply and sell, and the buyer referred to on the face hereof (“Buyer”), agrees to purchase and pay for the products described on the face hereof (the “Products”) in accordance with Buyer’s order referred to on the face hereof (“Buyer’s order”) and at the prices set forth on the face hereof. However, Seller’s acceptance of Buyer’s order is EXPRESSLY MADE CONDITIONAL UPON BUYER’S ASSENT TO THE TERMS AND CONDITIONS HEREIN SET FORTH, and these terms and conditions consti¬tute the only binding terms and conditions between the parties relating to the sale and purchase of the Products.

TAXES: Any taxes, excise or other governmental charge imposed upon the production, value added, sale, or transportation of any Products sold hereunder which Seller may be required to pay, shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, on request, with properly completed exemption certificates for any tax from which Buyer claims exemption.

PAYMENT: Payment shall be made as and when provided on the face hereof. Time of payment is of the essence hereof. Failure to pay the amount of any invoice when due shall excuse Seller from making further deliveries. If any amount owed hereunder shall not be paid when due, all amounts owing hereunder, and under any other contracts between Buyer and Seller, shall become immediately due and payable and, in addition to its other legal remedies, Seller may require payment in advance before making any further shipments, or elect to cancel, in whole or in part, Buyer’s order or any other existing orders or contracts between Buyer and Seller. Buyer shall pay interest on all overdue amounts at a rate equal to the lesser of (a) prime rate plus two percent (2%) per year and (b) the highest rate permitted by law.

TITLE AND RISK LOSS: Title to the Products and risk of loss shall pass to Buyer upon delivery to a carrier or into Buyer’s transport or, if Buyer’s order provides for delivery at Buyer’s facility, upon delivery to the facility specified on the face hereof; provided, however, that if Seller is to export product outside of the United States, title to Products and risk of loss shall pass to Buyer in accordance with the delivery terms indicated on the face hereof. If Seller is to pay freight, Seller may select the carrier and routing of shipment. Unless otherwise specified in this document, INCOTERMS 2000 shall govern all delivery, title, and risk of loss terms.

LIMITED WARRANTY: SELLER MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING THAT OF MERCHANTABILITY, OR THAT OF THE SUITABILITY OF THE PRODUCTS FOR ANY SPECIFIC PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO SELLER, except that Seller warrants that the Products shall conform to the description stated on the face hereof. INSPECTION AND LIMITATION OF LIABILITY: Buyer shall inspect and test the Products for damage, defect, or shortage immediately upon receipt at Buyer’s plant or such other location specified on the face hereof and provide Seller notice of any such damage, defect, or shortage within ten (10) days of receipt. All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty, or otherwise, shall be deemed waived, unconditionally and absolutely, unless Seller receives written notice of such claim not later than ninety (90) days after Buyer’s receipt of the Products as to which such claim is made.

Defective or nonconforming Products shall be replaced by Seller without additional charge, or in lieu thereof, at Seller’s option, Seller may refund the purchase price upon return of the Products at Seller’s expense. NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER’S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR ATTORNEY’S FEES. Any cause of action that Buyer may have against Seller that arises hereunder must be commenced within one year after the cause of action has accrued. THE REMEDY SET FORTH HEREIN SHALL BE BUYER’S EXCLUSIVE REMEDY FOR DEFECTIVE OR NON¬CONFORMING PRODUCTS, SERVICES, OR DELIVERY.

SAFETY, HEALTH AND INDEMNITY: Seller is committed to managing health, safety and environmental (HSE) matters as an integral part of its business. It is Seller's policy to assure the HSE integrity of its processes and facilities at all times and in all places. Seller will do so by implementing an HSE Integrated Management System and, further, by adhering to the principles listed on Seller's website, www.eni.com/na, which Seller invites Buyer to read and familiarize itself with.

Seller shall furnish to Buyer Material Safety Data Sheets, including warnings and safety and health information concerning the Products and/or the containers for the Products sold hereunder. Buyer agrees to disseminate such information so as to give warning of possible hazards to persons who Buyer can reasonably foresee may be exposed to such hazards, including but not limited to Buyer’s employees, agents, contractors, and customers. If Buyer fails to disseminate such warnings and information, Buyer agrees to defend and indemnify Seller against any and all liability arising out of or in any way connected with such failure, including but not limited to liability for injury, sickness, death, and property damage. Buyer shall instruct its employees, agents, contractors, and customers on the safe handling, use, storage, transport, and disposal of the Products.

RAILROAD CARS, TRUCKS AND BARGES: Buyer agrees to unload railroad cars, trucks, and barges (individually and collectively referred to as “Vehicles”) furnished by Seller within the free time agreed to by Buyer and Seller or as specified by tariffs on file with applicable regulatory bodies and to pay any charge resulting from its failure to do so. Buyer agrees to pay Seller’s daily charge for trip¬leased tank cars for tank cars held longer than seven (7) days from constructive placement. Buyer assumes full responsibility for the use and condition of Vehicles while in Buyer’s possession or control and agrees to (a) compensate Seller for loss or damage to Seller’s property and (b) defend, indemnify, and hold Seller harmless from any loss or damage to third party property and from injury or death to persons relating in any way to the use of such Vehicles while such are in Buyer’s possession or control. Buyer further agrees to report to Seller promptly any damage to the Vehicles in Seller’s possession or control.

FORCE MAJEURE: No liability shall result to either Seller or Buyer from delay in performance or nonperformance in whole or in part caused by circumstances reasonably beyond the control of the party affected, including, but not limited to acts of God, fire, storm, floods, war, terrorist activity, accident, explosion, breakdown, labor trouble, embargoes or other import or export restrictions, shortage or inability to obtain energy, equipment, transportation, Product deliverable hereunder, crude petroleum or other feedstock from which such Product is derived, or good faith compliance with any regulation, direction, or request (whether valid or invalid) made by any government authority or person purporting to act therefor. Seller shall not be obliged to purchase or otherwise obtain other supplies of Product deliverable hereunder to replenish inadequate or curtailed supplies.

MODIFICATION OR AMENDMENTS: There are no oral understandings, representations, or warranties between the parties that conflict with these terms and conditions or the details of price, payment, shipment, or delivery schedule herein set forth or set forth on the face hereof. No modification of these terms and conditions or such details shall be of any force or effect unless such modification is in writing and signed by the party to be bound thereby, and no modification shall be effected by the acknowledgement or acceptance of orders that may have been accompa¬nied by forms containing terms or conditions at variance with those set forth herein.

SECURITY: If the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, advance cash payments or satisfactory security shall be given by Buyer upon demand by Seller, and shipments may be withheld until such payment or security is received.

ASSIGNMENT: This agreement shall not be assigned, in whole or in part, by either party without the written consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this agreement, in whole or in part, to any affiliate or member of the ENI family of business entities. CONFIDENTIALITY: All specifications, prices, and other information transmitted by one party to another in or in connection with Buyer’s order are the property of the disclosing party and, except as required by law, shall not be disclosed or used for any purpose other than the purchase and sale of the Products hereunder.

WAIVER: No waiver by either party of any breach of any of the terms and conditions herein contained shall be construed as a waiver of any succeeding breach of the same or other term or condition. GOVERNING LAW; JURISDICTION: This agreement shall be governed by the laws of the State of New York, United States of America. Buyer and Seller hereby elect to exclude the applica¬tion of the 1980 United Nations Convention on Agreements for the International Sale of Goods, if otherwise applicable. Buyer and Seller hereby submit to the non¬exclusive jurisdiction of the federal and state courts located in New York, New York, in connection with any action arising from or relating to Buyer’s order or the Products.

CANCELLATION; CHANGES: Cancellation and changes in orders can be accepted only in the discretion of Seller and then only if the order is not in actual production. DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR EXCLUSIVELY ON ANY WARRANTY WITH RESPECT TO SUCH PRODUCTS PROVIDED BY THE MANUFACTURER THEREOF. ANY OBLIGATION OF SELLER WITH RESPECT TO ANY INSTALLATION OR SERVICE OF SUCH PRODUCTS IS LIMITED EXCLUSIVELY TO CORRECTING ANY DEFECTS IN INSTALLATION OR SERVICE CAUSED BY SELLER. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

LEGAL COMPLIANCE AND BUSINESS ETHICS: Buyer warrants that it will comply with, and at the request of the Seller, show evidence of compliance with all applicable laws, regulations and orders in doing any business with Seller. Buyer further warrants, by way of example and not limitation, that it will comply with all applicable provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the U.S. Secretary of Labor pertaining to Equal Employment Opportunity and Affirmative Action. Buyer also warrants that it has reviewed and will abide by Seller’s Code of Ethics (available for viewing at www.eniusarm.com). Buyer further represents and warrants that the Products purchased hereunder will not be used in, and the funds used to pay for such Products will not be derived from, any illegal activity.

ADMINISTRATIVE LIABILITY: The Buyer declares to have reviewed and have knowledge of the contents of the document “Model 231”, including also the Eni Code of Ethics, drafted by Eni USA R&M Co. Inc. in accordance with the legislation in force regarding the administrative liability of legal entities for offences committed by their directors, employees and/or agents, and the Eni USA R&M Co. Inc. Mission Statement. In this respect,