Diesel Fuel EN590 Euro 5 (ULSD 10PPM )

TOTAL CONTRACT QUANTITY:

The total quan ty of the contract: 54,000,000.00 MT.

FOB SALES & PURCHASE CONTRACT FOR Diesel Fuel EN590 Euro 5 (ULSD 10PPM ) CONTRACT
NUMBER: 2023-219-03 ( 1.500.000 MT X 36 MONTH ) * ROTTERDAM PORT

This Contract concluded on 20.09.2023 by and between:

BUYER:

Herein referred to as “Buyer ” BUYER:

BUYER COMPANY NAME

SierraTurks Global Trading Kuyumculuk ve İnş.San.Tic.Ltd.Ş�.

COMPANY ADDRESS

19 Mayıs Mah. Halaskargazi Cad. Çi�kurt Blok . No.226 / 24 Şişli / İstanbul / Turkey

REPRESENTED BY

Şeref TUFAN

PASSPORT NO

U 144 529 xx

NATIONALITY

TURKEY

PHONE NO.

+90 532 287 52 35

Email

[email protected]

Herein referred to as “Seller ” SELLER

Seller and Buyer) may hereina�er be referred to individually or collec�vely as a (party or par�es). For
purposes of this contract, the terms set forth below shall be defined as follows:

SELLER COMPANY NAME

COMPANY ADDRESS

REPRESENTED BY

PASSPORT NO
NATIONALITY

PHONE NO.

E-MAIL

CLAUSE 1- COMMODITY OF PRODUCT:

1.1 Diesel Fuel EN590 Euro 5 (ULSD 10PPM . (Hereina�er referred to as "the Commodity")

1.2 QUALITY: The Commodity is free from intense chemical corrosive, deleterious and dangerous
materials, radia�on and contamina�on, sealed gas cylinders, any other sealed containers, any
explosive materials, bombs, firearms and ammuni�ons, non-ferrous and non-metal materials, and
inflammable materials, pig iron and electrical motor, severe dirt, oil and garbage.

1.3 RIGHT TO BAN/REFUSE TO ACCEPT: The buyer and/or buyer's government and/or the
authori�es of des�na�on country has the right to ban and/or refuse to accept the said commodity
only if it contains any banned material or the aforesaid condi�ons in Clause 1.2 Is

violated

1.4 The commodity referred in this contract shall have to be legally acceptable, imported and/or
exported from and to both of the countries of the par�es or as per the countries designated by the
buyer through their ICPO.

1.5 SPECIFICATIONS:

1.5.1 CHEMICAL COMPOSITION: AS ATTACHED

1.5.2 STORAGE WAY OF COMMODITY: Metric Tons.

CLAUSE 2 - ORIGIN:

ORIGIN: KAZAKHSTAN INCOTERMS: FOB ROTTERDAM CLAUSE

3 - PRICE PER Metric Tons : 300 USD

3.1 Unit Price: FOB ROTTERDAM / HOUSTON at $ 300 USD/ MT. During the contract period, the

fuel price will not change. The price is fixed for 3 years.

3.2 Price will be fixed for the contract, no changes never ever.

CLAUSE 4 - TOTAL CONTRACT QUANTITY:

4.1 The total quan�ty of the contract: 54,000,000.00 MT.

4.2 First Order quan�ty (TRIAL): 1,500,000.00 Metric Tons with a varia�on of plus/minus 5% (five
percent) or as per atached table.

4.3 It shall be determined by the cer�fica�ons of weight/quan�ty and quality issued by

Independent Interna�onal Survey Company “SGS” and by the Bill Of Lading of the shipment, that will
in effect be treated as delivered to the buyer.

4.4 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of
0.5% (half percent) shall be allowed against Bill of Lading (Hereina�er referred to as “B/L") weight

CLAUSE 5 - CONTRACT AMOUNT:

5.1 The total contract sum is 16,200,000,000 USD. For 36 months.

5.2 Contract amount will be fixed for the all quan�ty, and payment will be made in cash depending
on the quan�ty of each injec�on.

CLAUSE 6 - COMMISSION :

If any commission it will be documented outside of this contract.

CLAUSE 7 - PAYMENT TERMS AND PROCEDURES:

TANK TO TANK PROCEEDURE (FOB) – ROTTERDAM

Dip and pay in Seller’s reservoir tank with tank extension by seller firm

Buyer has to send an ICPO, Company Profile, Interna�onal Passport, Company’s Chamber of
Commerce registra�on to seller firm, and then seller firm will send back a Commercial Invoice to
the buyer to sign and send back to seller firm

SELLER" has to create a minimum of 3-4 days tsr/dta/atv for the buyer and free botom test permits
on behalf of the buyer from the Tank Farm. During this period, he will have unlimited access to the
hot tanks. A�er the botom test, the buyer, if he wishes will request an invoice for tank storage
extension.The seller will make an extension for the tabk farm.The storage cost shall not exceed
US$45,000 for the tank storage, for the extra days that the seller will request from the buyer..

THE PRODUCT IS STORED IN TANK seller firm

A�er the SPA is signed, seller firm. Will schedule immersion test on tanks for buyer by A.S and issue
a new SGS to buyer not older than 48 hours a�er successful verifica�on. Prior to the immersion
test, the seller will necessarily deliver the full full POP documents to the buyer by e-mail.

a. Fresh SGS Report less than 48 hours.

b. Dip Test Authoriza�on-Uncondi�onal.

c. Injec�on Report at Roterdam.

 TRADING PROCEDURE FOB ( SİERRA TURKS GLOBAL
CONFİRM PROCEDURE )
1) Buyer Issues ICPO with International Passport Copy
(Data Sheet) to Seller (TSA).
2) Seller issues Commercial Invoice (CI) to Buyer, Buyer
signs and returns CI to Seller, Seller and buyer for
scheduling.
Physical verification to the receiver constitutes ATV and
injection programming and completion of the Injection
Plan. Free
access.
3) The Seller arranges the Partial POP documents as
follows and sends them to the Buyer.
d. Tank Storage Receipt with GPS Coordinates. (I). Supply Commitment
(ii). certificate of originality
(iii). Verification Authority - unconditional(ATV)
e. Tank Farm Bar-code Informa�on. (iv). Unconditional DTA
(v). Fresh SGS (not older than 48 hours)
f. Leter of Commitment to Supply. (vi). Tank Storage Receipt 2-3 days free (TSR)
(vii). ATS – Sales Authorization
g. Registra�on Cer�ficate & Export License Copy. (ix). Injection Report.
4) Buyer inspects by SGS at buyer's expense.
5) Seller issues NCNDA/IMPFA to all intermediaries
h. Authority to Sell & Collect (ATSC). involved in the transaction and for approval.
6) After the successful immersion test of the product, the
i. Endorsed Injec�on Schedule by the buyer & buyer Tank Farm. Seller starts injecting into the Buyer's tank or boat, the
Buyer
j. ATV – For Physical Verifica�on. makes the payment.
Through MT 103 the product and Seller transfers
Ownership of Ownership to the buyer.
k. Injec�on Report at Roterdam. Note: If we test we seller tanks, the buyer TSA company
will not be needed. We take over or expand tanks.
l. Irrevocable Commitment to Supply. I make it easy for you and the refinery.
No time wasted to inject our TSA company.
Addi�onal Condi�ons: If we verify the fuel, if we test, we seal the tanks and take
over the lease rights to us. 100% guaranteed transaction.
1. All documents shall be issued in English. Documenta�on will be available to the buyer within 03
(Three) banking days from the date of receipt of the bill of lading and all original shipping
documents.

2. Par�al shipments: Allowed

3. Transshipment: Prohibited

4.Third party documents (except invoice) are acceptable.

5. Charter party bills of lading: are acceptable Documents other than invoices must not be shown

6. Documents other than invoices must not show any L/C numbers, bank's name, invoice number,
unit price and total value of goods unless otherwise s�pulated. Spelling and typing shall not be
deemed as discrepancies

The Seller shall send the necessary payment documents for consignment by express courier (such as
DHL or UPS) to the address specified by the buyer within 03 (Three) banking days from the date of
receipt of the bill of lading and all original shipping documents. Payment for the commodity will be
made on a counter-propor�onate basis to the submission of documents for each shipment and
successful comple�on of injec�on into the receiving tanks, as specified in Ar�cle 13 of this contract.
MT 103 monthly payment.

7.3 Charges:

All banking fees in the buyer's territory are for the buyer's account.

7.4 If the goods are not of the required weight, the Buyer shall deduct the short/overweight exceeds
+/- 0.5% (half percent) for the amount excluding the franchise on the basis of Contracted Price

7.5 Buyer Bank:

BANK DETAILS:

ACCOUNT HOLDER: SierraTurks Global Trading Kuyumculuk ve İnş.San.Tic.Ltd.Ş�.

BANK NAME : Kuveyt Türk - Bahçelievler Şb

BANK ADDRESS : Adnan Kahveci Bulv. Ömür Sitesi B1 Blok No: 30, 34180 Bahçelievler/İstanbul/
Turkiye

BANK BIC – SWIFT CODE : KTEFTRISXXX

ACCOUNT NUMBER : IBAN/USD TR 60 0020 5000 0984 8358 4001 01

BANK OFFICER Name, Surname : Recep ALTINDAŞ ( Mr )

BANK OFFICER Mob.Telefon : 00 90 (0212) 539 02 92 - ( 129 )

BANK OFFISER MAİL : [email protected]

7.6 Seller Bank:

Company Name

Company Address:

Bank Name:

Bank Address

Account Name :

Account No:

IBAN Number:

NA

Swi� Code:

Bank Mobile:

NA
CLAUSE 8 - DESTINATION / PRODUCT DISCHARGE

8.1 Des�na�on port shall be FOB (ASWP) with INCOTERMS 2010(Des�na�on Port of each shipment
shall be agreed by the Par�es in leter-applica�on).

8.2 The total contractual quan�ty of the 1,500,000 MT. For 36 MONTHS with extendable �ll
comple�on of total quan�ty by both par�es mutually.

CLAUSE 9 – PACKING

9.1 Metric Tons

CLAUSE 10 – TERMS AND CONDITIONS OF LOADING AND DELIVERY

10.1 The commodity will be fully loaded from the refinery to the ship through the seller and will be
ready to depart from the port of des�na�on by the seller within a maximum of 30 days each month.
The seller will incur a penalty of USD 50,000/1 day x penalty for each delay of the ship's ship +1 day
a�er 30 days. This price will be deducted from the fuel price to be paid by the buyer to the seller.

10.2 Prior to departure of the carrying vessel at loading port the Seller shall send to the buyer by
email the no�fica�on of shipment for this consignments within 48 (forty-eight) hours, including
contract number, expected loading quan�ty, es�mated �me of departure of carrying vessel, and the
vessel's par�culars such as vessel's name, capacity of the cranes, number of holds, flag and posi�on
etc. for the buyer to make necessary arrangements. The seller shall immediately no�fy the buyer of
any change to the delivery date that has been previously no�fied.

10.3 The performance of the vessel shall be prior approved/agreed by the buyer before being
chartered and paid by the seller. The seller shall undertake to ship the contracted commodity from
the loading port to the des�na�on port on a direct steamer with no transshipment allowed. The
contracted goods shall not be carried by the vessel flying the flag of the countries/ regions, which the
buyer's do not accept.

10.4 Upon comple�on of the loading (a�er shipping), the seller shall send the Buyer the shipping
advice of the contract number, name of the commodity, weight, and invoice value, name of the
carrying vessel, B/L number and date, and es�mated date of arrival [ETA] at the port of discharge, by
e-mail within 3 (Three) working days from B/L date.

10.5 The vessel is to be a single deck/ bundle carrier, with 3 cabins at least, maximum 20 years of
age, duly fited with gears and cranes of minimum 20 tons.

10.6 The seller shall arrange for the master of the carrying vessel to give 72/36/24 hours' no�ce of
vessel's ETA (es�mated �me of arrival) at port of unloading to the buyer and the buyer's agent at the
discharge port of buyer. Such no�ces are given during office hours only.

10.7 The Seller shall advise the buyer on the par�culars of the vessel, such as vessel's name, capacity
of the crane, number of cabin, flag, and posi�on...etc. The vessel is to be accepted by the buyer
within 03 (three) working days of nomina�on.
10.8 The expenses of the buyer's representa�ve are the responsibility of the seller, and he has the
right to appoint his representa�ve right to be sta�oned in the site and/or visi�ng loading port(s) to
observe the inspec�on and loading opera�on of the commodity during the contract. The buyer's
representa�ve shall have the authority to take any decision on behalf of the buyer.

10.9 When the vessel reaches anchorage of discharge of port, "No�ce of Readiness" to be tendered
in ordinary office hours to the buyer by the seller.

10.10 If the no�ce of discharging of cargo is given before noon, the berthing �me will start coun�ng
from 01:00 p.m. in the same working day. However, if the no�ce is given a�ernoon, then the
berthing �me will start from 08:00 a.m. in the next working day .

10.11 The buyer shall arrange one safe berth at port of discharge, reachable on arrival, for discharge
of the commodity provided always that if such discharging place is not immediately available,
demurrage in respect of all �me wai�ng therea�er shall be counted as lay �me

10.12 If the buyer chooses to discharge at two berths at port of discharge (including anchorage), the

buyer shall bear the expense(s) for the vessel’s actual shi�ing between berths. Time used in shi�ing
between berths to count as lay �me. If berth shi�ing happens due to reasons caused from the seller,

shi�ing expenses will be at the seller’s account and �me used for shi�ing will not be counted as lay
�me.

10.13 Discharging rate will be at 24 hours on a sunny day @ 3,000 minimum (three thousand) MTW
per weather working day – Sundays and holidays excluded even if used.

10.14 Sundays and holidays shall not be counted as demurrage. Time will not be counted as lay �me
due to heavy rain, snow and storm.

10.15 Demurrage is USD 50,000.00 per day and dispatch is USD 50,000.00 per day.
Demurrage/dispatch to be setled between the buyer and the seller against No�ce of Readiness
(NOR) and Statement of Facts (SOF) within 5(Five) working days a�er comple�ng Discharge

10.16 Par�al Shipment: Allowed . 10.17 Transshipment: Not allowed .

10.18 Loading port: Any Port in Non Rusian

10.19 Discharging port shall be agreed addi�onally by the par�es via leter-applica�on. Roterdam

10.20 Discharging term: The Seller agrees to discharge commodity directly on the transporta�on
means (trucks, barge, etc) of the Buyer at the discharge port upon the arrival of the vessel. The Buyer
must arrange their transporta�on means, to be in posi�oning any�me in one day prior the vessel
unloading goods and the port of the buyer shall determine the fast way of discharge. In case the
Buyer cannot send, enough transporta�on means to receive the commodity on the berth at the port
and release the vessel on �me.

10.21 Returns and within the next 30 (thirty) days every month.
10.22 ON-DELIVERY AND PENALTY:

If the seller is unable to deliver for a longer period of �me (30 days) as s�pulated in this contract due
to reasons other than force majeure specified in the force majeure clause as s�pulated in Ar�cle 18
of the contract, he shall pay the buyer USD 50,000 for each 1 day. Some�mes, the seller may agree to
give a maximum of 2 (two) business days grace period for delayed shipment. In addi�on, the buyer
and the seller have agreed that the prices will change, the shipping schedule cannot be changed,
the terms of the contract cannot be changed and they will not harm each other for a period of 36
months. The buyer and the seller cannot terminate the contract for 36 months. There will be no
need for a second discussion on this issue. Delayed shipment penal�es are accrued by deduc�ng
from the shipment value from the first day following the late date of the shipment in the contract.

CLAUSE 11 - PRODUCT WEIGHT, QUANTITY AND QUALITY :

11.1 The seller guarantees that each shipment of billet shall be provided with an inspec�on
cer�ficate of weight/quan�ty and quality at �me of loading and such cer�ficate shall be provided as
follows :

11.2 Inspec�on of the product shall be carried out by a recognized Independent interna�onal survey
company issued by societe general de surveillance (Hereina�er referred to as "SGS") at the port of
discharge at the seller's expense.

11.3 The ındependent ınterna�onal survey company "SGS" shall issue an inspec�on cer�ficate of
quality and quan�ty to cer�fy that the goods are in good order and condi�on and conform to the
specifica�ons herein stated clause 1. The quan�ty must be enough to assure to delivery for this
contract.

11.4 The buyer or his representa�ve may inspect the goods and witness the cargo at the loading port
at the seller's expense and should not have any authoriza�on in nego�a�on of the said documents.
So, the seller has to inform the buyer at least 7 days prior to start of each shipment

loading for buyer's representa�ve to make travel arrangement but make arrangements of visas and
all other necessary documents by the seller.

11.5 The seller shall instruct the said authority to carry out the inspec�on in strict accordance with
the Interna�onal chamber of commerce (1.C.C.) rules

11.6 Addi�onal inspec�on shall be provided at port of discharge to confirm loading (weight/quan�ty
and quality) and all charges shall be the responsibility of seller the similar/equivalent Independent
Interna�onal Survey Company as "SGS" and the cer�ficates at the unloading/discharge port shall be
a claiming any required payment documents as per Clause-12 .

11.7 If the goods are not of the required weight, the Buyer shall claim the short/overweight
exceeding +/- 0.5% (half percent) for the amount excluding the franchise based on contracted price.

11.8 The dra� survey weight cer�fied on quan�ty cer�ficate at discharging port shall be subject to
0.5% franchise against B/L weight. In case, there is a difference in weight (between quan�ty
cer�ficate at discharge port and B/L) exceeding 0.5%, buyer or seller will compensate the amount in
excess or shortage.

CLAUSE 12- (PROOF OF PRODUCTS - POP):

12.1 For Seller-buyer, POP requires the following documents consis�ng of 01 (One) original and 03
(Three) non-nego�able copies and must be submited directly by the seller to the relevant address of
the buyer

1. Seller Commercial Registra�on copy

2. Seller export permits for the petroleum.
3. Seller proof of full ownership of the petroleum.
4. Photos and videos of the petroleum and the loca on.
5. Performa invoice for the supply and delivery of The
petroleum.
6. Cer ficate of Quality, Quan ty by SGS at stockyard of the
seller.
7.

CLAUSE 13: REQUIRED PAYMENT DOCUMENTS

Payment for goods will be made on a pro-rata basis for each shipment sent by the buyer by air mail
(such as UPS) to the address of the nego�a�ng company specified by the buyer, against the proper
submission of the following documents..

Original Documents Required for the Receiving Bank:

1. Commercial invoices on behalf of the buyer showing the commodity: weight / quan�ty: unit price,
amount; contract number and invoice number; Bill of Lading number (Original 01, Copy - 04);

2. Bill of Lading: "cleaning on board" marked "freight prepaid" made-to-order according to the
instruc�ons provided by the buyer for each shipment. and inform the "buyer" (par�al document of
B/L not accepted). The B/L must be signed with the master showing the stamp of the ship and the
total actual gross/net weight shipped; commodity (original 03, copy - 03)

3. Cer�ficate of origin: issued by the ICCSA chamber of interna�onal commerce or the authorized
agency of Kazakhstan (original - 02. Copy - 03)

4. Packing list: With a document showing the total gross weight and total net weight of the shipped
goods and clearly sta�ng the bill of lading: (Original - 02, Copy 03 );

1. Cer�ficate of Quality of Non-Radioac�vity Non-wood substance, foreign Atachments, Plas�c,

wood, Dust, Stones, Oily materials. Heavy Rusty Materials, without harmful impuri�es and totally
free of any type of explosives, including bombs, arms, ammuni�ons, torpedoes, mines, shells,
cartridges, sealed containers or tanks or envelops, gas cylinders, explosive materials, etc... issued by
"SGS" at the Discharge Port (this inspec�on cost will be borne by the seller) (Original

- 02, Copy - 02);

2. Cer�ficate of Quality of Non-Radioac�vity, Non-wood substance, foreign atachment, Plas�c,
wood, Dust, Stones Oily materials. Heavy Rusty Materials, without harmful impuri�es and totally free
of any type of explosives, including bombs, arms, ammuni�ons, torpedoes, mines, shells cartridges,
sealed containers or tanks or envelops, gas cylinders, explosive materials, etc...issued by "SGS" at the
Loading Port in the name of the Buyer (this inspec�on cost will be borne by the Seller) (Original - 01,
Copy 01)

3. Cer�ficate of Quan�ty and weight issued by "SGS" at the Discharge Port in the name of the Buyer
(Original 01, Copy – 01)

4. Cer�ficate of Quan�ty of weight issued by “SGS” at the Loading Port in the name of the buyer and
showing SBLC No., contract number; Bill of lading number. (Original 02, Copy - 02)

5. Insurance Cer�ficate covering 110% of the shipment value for all risks, claim payable in Buyer
country (Original 03, Copy - 03)

6. No�ce of Readiness (NOR) at discharging port issued by Vessel's Captain and cer�ficate by local
shipping agent at 24 hours before ETA in 01 original. The NOR must clearly state the date of arrival,
The Buyer's name, Seller's name, shipment quan�ty and name of the commodity (Original - 01,
Copy)

7. Cer�ficate Sta�ng Age Of Vessel (not more than 20 years of age); (Original -01, Copy - 03) 12. Non-
Radioac�ve Cer�ficate (Original - 03. Copy - 03)

13. ISM highest class registra�on cer�ficate of carrying vessel in validity and legally issued by the
Mari�me Lloyd Ltd, (Original 01, Copy - 03);

14. Seller's/beneficiary's cer�ficate including courier receipt cer�fying that a full set of non-
nego�able shipping documents:

a. Vessel's name and par�cular; b. B/L number and date;

c. B/L weight ;

d. ETA port; etc...(Copy – 01)

CLAUSE 14: NON-NEGOTIABLE DOCUMENTS TO BUYER

Copies of the above documents must be sent to Buyer by express courier (such as DHL or UPS) in
advance within 3 working days upon the date of receiving B/L as per the following address:

Buyers full address:

19 Mayıs Mah. Halaskargazi Cad. Çi�kurt Blok . No.226 / 24 Şişli / İstanbul / Turkey

CLAUSE 15 – PRODUCT INSURANCE:

In accordance with ICC rules, terms, and condi�ons of this contract, insurance is for the seller's
account and Seller's sole responsibility Seller shall take out a marine insurance policy, for not less
than 110% of the CIF invoice value, covering marine and war risks, with a reputable interna�onal
insurance company. The seller shall provide insurance for the Buyer at his sole expense and
responsibility of 110 % for each shipment

CLAUSE 16 - DEMURRAGE

16.1 At the loading port shall be on the seller's account, if caused by the Seller 16.2. At the
discharging port shall be on buyer's account, if caused by the Buyer.

CLAUSE 17 - IMPORT FACILITIES

17.1 All taxes or levies imposed by the country of des�na�on having any effect on this 17.1. Contract
is on the buyer's account and his sole responsibility

17.2 Buyer must have all import permissions and permits in wri�ng; Buyer bears the sole
responsibility of securing all permits, licensees or any other documents required by the government
of the impor�ng na�on. Seller will bear no responsibility to provide such documenta�on. Buyer will
bear all costs associated with securing such documents and will bear all costs and penal�es if such
documents are not secured. In no case shall the seller be held liable for missing or improper
documenta�on the buyer is required to provide. Shipping based on Incoterms 2000.

CLAUSE 18 - FORCE MAJEURE

18.1 Neither party to this contract shall be held responsible for breach of contract caused by an act
of God, insurrec�on, civil war, war, military opera�on or local emergency.

18.2 The par�es do hereby accept the interna�onal provision of force majeure as published by the
interna�onal court of jus�ce in Hague and as defined by I.C.C. rules uniform customs and prac�ce.

18.3 If the shipment is delayed over 30 (Thirty) days as the consequence of the said force Majeure,
the Buyers shall have the right to cancel this contract.

CLAUSE 19: PREFERRED SELLER AND EXCLUSIVE BUYER

The Seller hereby irrevocably undertakes not to sell the said the commodity to any other Buyer
directly or indirectly.

CLAUSE 20: CONFIDENTIALITY, NONDISCLOSURE & NON CIRCUMVENTION

20.1 The Buyer and the Seller, each hereby acknowledges that as a result of the rela�onships
established by this Contract, each of them may have access to or may become aware of trade
secrets, processes and/or confiden�al, non-public informa�on regarding the other party (Hereina�er
referred to as "Confiden�al Informa�on") and that such confiden�al Informa�on is a valuable and
unique asset of such party. The Buyer and the Seller each hereby agrees to treat all Confiden�al
Informa�on with the same degree of care with which it treats its own confiden�al informa�on, and
not to disclose, in whole or in part, any Confiden�al informa�on to any other person, firm,
corpora�on, associa�on or other en�ty unless required by law or regula�on or order of a court of
competent jurisdic�on. The Buyer and the Seller each also agree not to use the confiden�al
informa�on of the other except as

Permited under this Contract. The par�es agree hereby not to misuse each other's confiden�al
informa�on to promote its own interests at the expense of the other.

20.2 The par�es hereby accept and agree to the Interna�onal Chambers Commerce (Hereina�er
referred to as "ICC") Conven�on on Non-Circumven�on and Non- Disclosure with regard to all the
par�es involved in this transac�on, addi�ons, renewals, and third-party assignments with full
reciproca�on for a period of 5 (five) years from the date of execu�on of this Contract. This duty is in
accordance with the ICC Conven�on (ICC 500).

CLAUSE 21: RELATIONSHIP OF PARTIES

The rela�onship between the Buyer and the Seller is that of independent contractors. Neither party,
nor its agents and employees, shall under any circumstances be deemed an agent or representa�ve
of the other and neither shall have authority to act for and/or bind the other in any way, or represent
that it is in any way responsible for acts of the other. This Contract does not establish a joint venture,
agency or partnership between the par�es.

CLAUSE 22: CORRESPONDENCE COMMUNICATIONS / NOTICES

22.1 The communica�on/ correspondence between par�es can be carried out by e-mail; it also could
be carried out by phone in a very urgent case but must be confirmed a�erwards by facsimile or e-
mail.

22.2 All no�ces, requests, demands, consents, rejec�ons, amendments, addi�ons, acceptance, or
any other communica�on required or allowed to be given shall be sent by e-mail to the par�es.
However, faxes and photocopies of documents shall be accepted in lieu of copies but not in lieu of
originals.

CLAUSE 23: SIGNING CONTRACT.

23.1 It is agreed that both par�es, "the Seller" and "the Buyer" shall sign this Contract electronically
and send by email. Scanned copies are to be treated as valid and effec�ve.

23.2 Both par�es shall short sign at the botom of each page of this CONTRACT.

23.3 All Appendixes are the integral parts of the present Contract and shall have the equal force as
the Contract itself, provided both par�es sign at the botom of each page.

23.4 All amendments, supplements and altera�ons to the terms and condi�ons of the present
Contract shall be made in writen form and signed by authorized representa�ves of both par�es to
become the integral parts of the present Contract and shall have the equal force as the contract
itself.

23.5 In the event of extension or compromise any certain term or condi�on shall not be assumed or
deemed as the extension or compromise for others.
No�ce: Any no�ce, request, demand, or other communica�on that is required or permited under
this Contract shall be deemed properly given if it is deposited in the mail, cer�fied, return receipt
requested and properly addressed to the Buyer and Seller.

CLAUSE 24 - DISPUTES AND ARBITRATION

24.1 It is agreed between the par�es that if there is any dispute between the par�es on this contract
or its execu�on or interpreta�on, it seeks to resolve it amicably between the par�es. If not, the
dispute will be brought for final setlement under arbitra�on rules of Turkey and Londra Arbitra�on
Center in accordance with the rules. The interna�onal arbitra�on rules the results will be final and
binding to both seller and buyer.

24.2 Dispute Resolu�on: Any disputes that may arise under or concerning this Contract, including but
not limited to any dispute concerning the enforceability or interpreta�on of any provision herein,
shall be resolved as follows:

24.2.1 If a dispute arises under this Contract, any party may give writen no�ce to the other that it
desires to meet in person to atempt to resolve the dispute ("No�ce of Dispute"). Within 30 (thirty)
days a�er service of a No�ce of Dispute, authorized representa�ves of the par�es shall meet in
person and atempt in good faith to resolve the dispute.

24.2.2 If the par�es fail to reach a resolu�on of a dispute within 30 (thirty) days a�er service of the
No�ce of Dispute, either party may request arbitra�on. Such request shall be in wri�ng, served on
the other party ("No�ce to Arbitrate").

24.2.3 Within 10 (ten) days a�er receipt of the No�ce to Arbitrate, the receiving party shall designate
an arbitrator, acceptable to both par�es. If the par�es cannot agree on an arbitrator or either party
disagrees with the decision of the arbitrator, either party may commence proceedings in accordance
with na�onal Law.

CLAUSE 25: DIVISIBILITY

25.1 If any provision of this Contract is found to be prohibited by law and invalid, or for any other
reason if any provision is held to be unenforceable, in whole or in part, such provision shall be
ineffec�ve to the extent of the prohibi�on or unenforceability without invalida�ng or having any
other adverse effect upon any other provision of this Contract.

25.2 En�re Contract: This Contract, including the documents and the instruments referred to herein
and atached hereto, cons�tutes the en�re agreement between the par�es rela�ng to its subject
mater and supersedes all prior or contemporaneous nego�a�ons or agreements, whether oral or
writen, rela�ng to the subject mater hereof. No extension, modifica�on or amendment of this
Contract shall be binding upon a party unless such extension, modifica�on or amendment is set forth
in a writen instrument, which is executed and delivered on behalf of such party.
CLAUSE 26: COMPENSATION FOR NONCOMPLIANCE

26.1 The terms of this contract for both par�es, for the buyer and the seller, are expressly binding on
the par�es. In case of breach of contract and/or non-compliance with the contract, the defaul�ng
party must pay compensa�on to the other party in the amount of the total penalty..

26.2 All remedies provided in this contract are cumula�ve and not exclusive and may be exercised in
conjunc�on with any other remedies a party may have in law or equity.

CLAUSE 27: VALIDITY AND DURATION OF CONTRACT

27.1 This contract consists of 30 (Thirty) clauses, in all, and is considered valid on comple�on of
delivery of the amount of materials agreed for delivery from the Date of Signing by Seller and

Buyer and/or right un�l the execu�on, comple�on and achievement of the primary purposes, for
which this document is made and entered into by both the par�es hereto.

27.2 The dura�on of contract 36 Months with extendable �ll comple�on of total quan�ty of the

1,000,000.00 MT/ MONTH by both par�es mutually.

27.3 If the seller fails to issue the commercial invoice within 5 days at most from sharing the dra� of
the contract date, this contract will be considered null and void.

CLAUSE 28: TERMINATION

28.1 The par�es to this Contract shall have the right to cancel the Contract effec�ve, by writen
no�ce specifying the breach and requiring its remedy within 30 (thirty) days, in the event of one
party to the Contract has substan�ally neglected to fulfill the terms and condi�ons of this Contract or
the obliga�ons in accordance with it, or is in breach of the terms and condi�ons of this contract in
any other substan�al manner and both par�es have failed to resolve the dispute under Clause 24 of
this Contract and both par�es have agreed to terminate the Contract.

28.2 Both par�es shall setle whatever due owes to each other as soon as possible and not later than
7 (seven) days from the date of decision taken to terminate the Contract.

28.3 With the excep�on of the aforesaid reasons in Clause 26.1 this Contract shall remain
irrevocable.

CLAUSE 29: SURVIVING PROVISIONS

Clause 19 of this Contract shall survive termina�on and expira�on.

LET IT BE KNOWN: that each of the par�es have set their hands to this CONTRACT, both personally
and as representa�ves or associates of their companies/ organiza�ons, with full knowledge that each
is liable for the remedies prescribed by law for breach or default of the terms contained herein, to
which each hereby atests that they are fully cognizant; and all statements are made and subject to
the penalty of perjury.
IN WITNESS WHEREOF, the par�es set their signatures and seals and hereto duly execute the
forgoing instrument in English or cause the same to be executed as of the date and day hereunder
writen.

CLAUSE 30 - OTHER AGREEMENTS

30.1 This contract is effec�ve from the date of signing un�l the end of the contract. The amendment
and supplement clauses of this contract must be mutually agreed upon in wri�ng by the authorized
representa�ves of both par�es and once signed; these documents are considered inseparable
appendices of this contract.

30.2 The handling of the contract, when one of the par�es is dissolved, bankrupt, split, merged or
customer individuals died, lost civil act capacity, shall comply with the provisions of the law.

30.3 In cases where a change in the law makes one or more terms of this contract invalid, the rest of
the terms being s�ll valid, the two par�es are pledged to strictly con�nue.

30.4 This contract is made in 02 (two) copies in English. Should any conflict arise between the English
language version and Trke one, the English language version shall prevail. Each party keeps 01
(one) copy

30.5 Validity of this contract is the same validity of the seller commercial invoice for this contract

In witness whereof, the buyer and seller have signed below to accept and approve all the terms and
condi�ons contained on this contract No, YRNIDNBE5 dated 11.09.2023

Validity of this contract is the same validity of the seller commercial invoice for this contract.

BREACH :

lf any party breaks the assigned obliga�ons with the present contract, shall en�tle, without prejudice
of any other recourses available to it, to consider such failure as non-compliance of this contract, or
to suspend unilaterally their obliga�ons un�l the failure is corrected, and in both cases, may daim
the damages and prejudices which said noncompliance would have caused. A penalty of USD
TOTAL CONTRACT PRİCE will apply on both par�es under the circumstance where LC is not paid
and order is not delivered.

On behalf of Seller

– Ceo - 11/09/2023

On behalf of buyer

SierraTurks Global Trading Kuyumculuk ve

İnş.San.Tic.Ltd.Ş�. Dr. Şeref TUFAN – Ceo – 11.09.2023

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Important Note: The seller will prove the existence of fuel to the buyer. The seller will grant 100% free and unlimited
access to the tanks with the fuel. The buyer will make a physical visit to the seller's tank farm for the fuel, the buyer
will perform a bottom test on the fuel proved by the seller with his own technicians and sgs team, at his own expense.
The buyer will then take over the seller's tanks or extend the tank duration. The operational and material
responsibility of the fuel until the physical visit and bottom test stage by the buyer will be the seller's. The post-proof
responsibility and material responsibility of the fuel, including the visit and the bottom test, shall belong to the buyer.
In summary, the seller and the buyer have 100% agreed on the terms. The seller has to prove the existence of fuel for
the buyer. For the buyer, he has to make a visit at the fuel storage area, he has to give a bottom test permit. The
buyer, on the other hand, has to receive 100% of the fuel in the tank after the seller has verified the fuel accuracy. It
has to give approval to the storage tank company for the extension after the test process. The parties have agreed on
this issue. The e-signatures in the contract have been accepted for both parties, knowingly and willingly, all kinds of
legal obligations.

Seller Buyer