DATED the day of 20

……………………………………………………
(as Supplier)

-With-

………………………………………………………………………..
(as Customer)

AGREEMENT FOR SUPPLY OF PETROLEUM PRODUCTS

DRAWN BY:
…………………………….
…………………………….
…………………………….
…………………………….
 THIS AGREEMENT is made on the day of
Two Thousand and

BETWEEN

(1) ..................................................................................... (hereinafter

referred to as “the Supplier” which expression shall where the
context so admits include its successors and assigns) of the one
part, and

(2) .......................................................................................................
(hereinafter called “the Customer” which expression shall where the
context so admits include its successors and assigns) of the other
part.

WHEREAS

A. The Supplier is an importer and distributor of petroleum products;

B. The Customer utilises petroleum products of the type specified in
Schedule 1 of this Agreement (hereinafter referred to as the “Petroleum
Products”) supplied by the Supplier; and
C. The Supplier and the Customer wish to enter into an agreement
whereby the Supplier shall supply to the Customer the said Petroleum
Products.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

“Delivered Supply” shall refer to supply of Petroleum Products by

delivery of the Petroleum Products to the Customer’s Premises.
“Ex Depot Supply” shall refer to supply of Petroleum Products
through the loading of the Petroleum Products directly from the
Terminal into a Fuel Carrier availed by the Customer.
 “Fuel Carrier” shall refer to any vehicle used in the transportation
of the Petroleum Products.
“Customer’s Premises” means the Customer’s principal place of
business situated
at..................................................................................
“Signature Date” means the date first appearing on this Heads of
Agreement;
“Terminal” means the Supplier’s premises where the Petroleum
Products are stored;

2. DURATION OF AGREEMENT

2.1 Subject to the provisions for early termination provided in clause 10

of this Agreement, this Agreement shall be for a period
of .................................................................... from the Signature
Date of this Agreement.
2.2 Prior to the expiry of the Agreement the parties may by mutual
agreement enter into negotiations for the extension of the duration
of the Agreement or for renewal of the Agreement for such period
and subject to such terms and conditions as the parties may in
writing agree.

3. SUPPLY OF PRODUCTS

3.1 The Supplier shall supply the Petroleum Products requested by the
Customer from its Terminal as and when called upon to do so by the
Customer.
3.2 All Petroleum Products supplied to the Customer shall be supplied
on credit in line with clause 6 of this Agreement. However,
payments for Petroleum Products supplied may also be made in
such other manner as the parties may in writing agree.
3.3 The value of the Petroleum Products supplied shall not at any one
time exceed the credit limit mutually agreed upon between the
Supplier and the Customer.
 3.4 The Customer shall be required to avail to the Supplier a Bank
Guarantee for the credit amount agreed upon between the
Customer and the Supplier, and the amount of the Bank Guarantee
shall represent the credit limit for Petroleum Products supplied
under this Agreement.

4. DISPENSING OF THE PRODUCTS & PASSING OF PROPERTY

AND RISK

4.1 In the case of Delivered Supply, property and risk in the Petroleum
Products supplied shall pass to the Customer when the Fuel Carrier
enters the Customer’s Premises.
4.2 In the case of an Ex Depot Supply, property and risk in the
Petroleum Products supplied shall pass to the Customer when the
Petroleum Products pass the flange connecting the loading pipes in
the Terminal to the Fuel Carrier availed by the Customer.
4.3 In both cases, the duty of offloading the Petroleum Products into
fuel tanks located at the Customer’s Premises or into a Fuel Carrier
availed by the Customer shall be borne by the Customer.

5. PRICE OF THE PRODUCTS

5.1 The price of Petroleum Products supplied under this Agreement shall
be the prevailing wholesale price of the Petroleum Products at the
place, date and time of delivery of the Petroleum Products and shall
be calculated with reference to the Supplier’s official price for
Petroleum Products supplied Ex Depot.
5.2 In calculating the price for a consignment of Petroleum Products
supplied to the Customer, the price charged shall be that prevailing
on the date of generation of the invoice after regard is made to
clause 5.1 herein.
5.3 The parties may by mutual agreement in writing vary the price
stipulated in clause 5.2 above or may fix the price for any
consignment of products supplied.
 5.4 In the case of a Delivered Supply, the Customer shall be responsible
for all costs incurred in transporting the Petroleum Products to the
Customer’s Premises.

6. PAYMENT

6.1 Upon delivery of the Petroleum Products to the Customer, the

Supplier shall raise an invoice and issue it to the Customer.
6.2 The invoice raised by the Supplier shall be paid within 22 days from
the date of the invoice.
6.3 If the Customer fails to pay the stipulated amount within the 22
days provided under clause 6.2 of this Agreement, interest shall
accrue on the late payment at the rate of 12% per annum until the
amount that subsequently becomes due is paid in full.

7. UNDERTAKINGS

7.1 For as long as this Agreement is in force, the Customer AGREES and
UNDERTAKES:
7.1.1 To purchase Petroleum Products from the Supplier as and
when the need arises.
7.1.2 Not to purchase Petroleum Products from any third party
unless authorised in writing by the Supplier.
7.1.3 To accept Petroleum Products upon delivery by the Supplier.
7.1.4 To make payment for Petroleum Products delivered within the
credit period stipulated in clause 6.2 herein.
7.1.5 To pay interest for any invoice not paid within the credit
period at the rate specified in clause 6.3 of this Agreement.
7.1.6 Not to, under any conditions whatsoever, sell the Petroleum
Products supplied to any third party.
7.1.7 To keep the Petroleum Products supplied in the same state
and condition as at the time of delivery and not to alter, mix
or in any way adulterate the Petroleum Products supplied.
7.1.8 Not to tamper with the Customer’s trade marks and logos on
the Petroleum Products supplied or the numbers or
 descriptions on the containers of the Petroleum Products
supplied.
7.1.9 To execute and deliver to the Supplier any and all
instruments, to issue and deliver such notices to the Supplier
and to procure such consents and acknowledgements as may
be necessary for the carrying into effect of this Agreement.
7.2 For as long as this Agreement is in force, the Supplier AGREES and
UNDERTAKES:
7.2.1 To supply to the Customer the Petroleum Products as and
when requested by the customer to do so.
7.2.2 To pay all costs and expenses incurred in documentation and
registration of this Agreement and all like duties and taxes, if
any, emanating from or in connection to this Agreement.

8. CONFIDENTIALITY

8.1 Each party undertakes and warrants that it will treat as confidential
all information related to and received from the other party which it
acquires as a result of the operation of this Agreement and to afford
it the same degree of confidential treatment as it affords its own
confidential information.
8.2 Neither party will reveal any confidential information of the other to
any third party without the express written consent of the other
party except where such information is already in the public domain,
has been legally acquired by the third party or where disclosure of
the confidential information is ordered by a court or other
competent authority.

9. SUSPENSION

9.1 The Supplier shall have a right to suspend this Agreement:

9.1.1 If the Customer fails to pay any invoice(s) raised in line with
clause 6.2 above.
 9.1.2 If the Customer’s Premises are destroyed by war, fire, floods,
lightning or other acts of God as to be unfit for the storage and
use of the Petroleum Products.
9.1.3 If the Customer’s Premises are lawfully seized under any legal
process.
9.2 The Supplier may at its discretion and subject to such terms and
conditions as it thinks fit lift the suspension where the unpaid
invoice(s) are paid or where the Customer’s Premises are restored
to a fit and proper state or where alternative premises are
procured by the Customer or where the seizure of the Customer’s
Premises is lifted.
9.3 Any suspension of the Agreement in whole or in part howsoever
occasioned shall not affect any accrued rights of the Supplier or
liabilities of the Customer, nor shall it affect the coming into force
or the continuance in force of any provision hereof which is
expressly or by implication intended to come into or continue in
force on or after such suspension.

10. TERMINATION

10.1Either party shall have a right to terminate this Agreement:

10.1.1 If the other party ceases to carry on business or goes into
liquidation (other than voluntary liquidation for the purposes
of bona fide solvent reconstruction or amalgamation the terms
of which shall require to be approved by the other party in
writing).
10.1.2 If the other party is unable to pay its debts as they mature or
suffers the appointment of a receiver or manager of the whole
or any part of its assets or is the subject of insolvency
proceedings wherever instituted.
10.1.3 If the other party commits a breach of any material obligation
imposed on it by the terms of this Agreement and fails to
remedy the breach after receipt of a written notice from the
aggrieved party to remedy such breach.
 10.2 Should the continued operation of this Agreement become
untenable to any of the parties, the aggrieved party may terminate
this Agreement by giving three (3) months written notice to the
other party.
10.3 Any termination of the Agreement in whole or in part howsoever
occasioned shall not affect any accrued rights of the Supplier or
liabilities of the Customer, nor shall it affect the coming into force or
the continuance in force of any provision hereof which is expressly
or by implication intended to come into or continue in force on or
after such termination.

11. LIMITATION OF LIABILITY & INDEMNITY

11.1 The Supplier shall indemnify the Customer, and keep the Customer
indemnified, from and against any and all loss, damage or liability,
whether criminal or civil, suffered, any legal fees and costs incurred
by the Customer resulting from a material breach of this Agreement
by the Supplier including breaches caused by any act, neglect or
default by the Supplier or any third party claim in respect of any
matter arising from any person’s conduct, provided that the liability
has not been incurred through any default by the Customer in
relation to its obligations under this Agreement.
11.2 The Customer shall indemnify the Supplier, and keep the Supplier
indemnified, from and against any and all loss, damage or liability,
whether criminal or civil, suffered, any legal fees and costs incurred
by the Supplier resulting from a material breach of this Agreement
by the Customer including breaches caused by any act, neglect or
default by the Customer or any third party claim in respect of any
matter arising from any person’s conduct, provided that the liability
has not been incurred through any default by the Supplier in
relation to its obligations under this Agreement.
11.3 Notwithstanding any provision contained in this Agreement, neither
party shall be liable to the other to the extent that the fulfilment or
performance of any terms or provisions of this Agreement is
 delayed or prevented by revolution or other civil disorders; wars;
acts of enemies; strikes; lack of available resources from persons
other than parties to this Agreement; labour disputes; fires; floods;
acts of God; government or regulator action; or, without limit to the
foregoing, any other causes not within its control, and by which the
exercise of reasonable diligence it is unable to prevent, whether of
the class of causes hereinbefore enumerated or not. If any of these
acts or events occurs, the affected party shall give prompt written
notice to the other party and will use commercially reasonable
efforts to minimize the impact of such act or event.

12. ASSIGNMENT

This Agreement may not be assigned by either party, by operation

of law or otherwise, without the prior written consent of the other
party.

13. ENTIRE AGREEMENT

This Agreement, together with the Schedules hereto, constitute the

entire agreement between the parties with respect to the subject
matter hereof. There are no restrictions, promises, warranties,
covenants or undertakings other than those expressly set forth
herein. This Agreement supersedes all prior negotiations,
agreements and undertakings between the parties with respect to
the subject matter hereof.

14. AMENDMENT

This Agreement may be amended only by a document in writing

executed by the parties or their permitted assignees.

15. NOTICES
 15.1Except as otherwise specified in the Agreement, all notices,
requests, approvals, consents and other communication required or
permitted under this Agreement shall be in writing and shall be
personally delivered or sent by letter, telex, email or facsimile
communication to the applicable address below:

In the case of the Supplier:

.......................................................
......................................................
......................................................
......................................................

In the case of the Customer:

......................................................
......................................................
......................................................
.....................................................

or to such other address, telex and/or facsimile number as may be

notified by any party to the other party.

15.2Every notice, demand or other communication by either party shall

be deemed to have been received, if by personal delivery, at the
time of delivery; if sent by post, 24 hours after dispatch or; if
despatched by facsimile or email, at the time of receipt of the
facsimile or email. Any notice, demand or other communication
received outside normal working hours shall be deemed to have
been received on the next succeeding business day.

16. GOVERNING LAW AND JURISDICTION

The validity, construction and interpretation of this Agreement and

the rights and duties of the parties hereto shall be governed by the
laws of .....................................................
17. DISPUTE RESOLUTION

17.1 In the event that any dispute has arisen and the parties have not
been able to settle the same within twenty-eight (28) days, then
any party may elect to undergo arbitration. Such arbitration shall be
referred to a single arbitrator to be appointed by agreement
between the parties. To the extent permissible by law, the
determination of the Arbitrator shall be final, conclusive and binding
upon the parties hereto.
17.2 Nothing in this Agreement shall prevent or delay a party seeking
injunctive or interlocutory relief in a court having jurisdiction.
17.3 Pending the final determination of a dispute, the parties shall
continue to perform their obligations hereunder.

18. HEADINGS

Headings in this Agreement are for reference purposes only and

shall not affect the interpretation of this Agreement.

19. COUNTERPARTS

This Agreement may be executed simultaneously in three

counterparts, each of which shall be deemed an original, but all of
which together constitute one and the same Agreement.

20. WAIVER

20.1 No delay or omission by the Supplier to exercise any right or power

it has under this Agreement shall impair or be construed as a waiver
of such right or power.
20.2 A waiver by the Supplier of any breach or covenant shall not be
construed as a waiver of any succeeding breach or covenant.
20.3 Any waiver issued by the Supplier shall be in writing.
 21. SEVERABILITY

If any provision of this Agreement is held by a court or arbitrator of

competent jurisdiction to be contrary to the law, such provision shall
be severed from this Agreement PROVIDED ALWAYS that the
remaining provisions of this Agreement shall remain in full force and
effect.

SCHEDULE 1

PETROLEUM PRODUCT SUPPLIED

IN WITNESS WHEREOF the Supplier and the Customer have duly executed this
Agreement on the day and year first hereinbefore written.

SEALED with the Common Seal of the )

Supplier the said ................................... )
............................................................ )
in the presence of: )
)
Director………………………………. )
)
Director………………………………. )

SEALED with the Common Seal of the )

Customer the said ................................ )
.......................................................... )
in the presence of: )
)
Director………………………………. )
)
Director………………………………. )