General Terms and Conditions for Commercial Fuels

To the extent of any inconsistency between this Agreement and any other agreement signed by duly authorised representatives of Buyer and Shell, the terms of the latter agreement shall apply. This Agreement shall apply only to an individual order and supply of Products between Shell and the Buyer with respect to the relevant transaction and shall not be construed as conferring an ongoing relationship or term contract between the Buyer and Shell. Shell has no obligation to accept any order from the Buyer and the Buyer has no obligation to place orders with Shell. Shell reserves the right to recover any loss it suffers as a result of the Buyer cancelling or amending an order after it has been submitted to and accepted by Shell.

Definitions and Interpretation

“Affiliate” means a company which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a party to this Agreement. For this purpose control means the direct or indirect ownership of in aggregate fifty per cent or more of voting capital;

“Agreement” means these General Terms and Conditions and the Delivery Promise as amended, varied or supplemented from time to time. In case of a conflict between these General Terms and Conditions and the Delivery Promise, the terms of the Delivery Promise shall, to the extent of any conflict, prevail.

“Anti-Bribery Laws” means the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (as amended from time to time) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities, facilitation payments or other benefits to, any Government Officials or any other person.

“Anti-Money Laundering Laws” means the United Kingdom Proceeds of Crime Act 2002, the United Kingdom Money Laundering Regulations 2007 and applicable country legislation implementing the Financial Action Task Force’s 40 + 9 Recommendations.

“Buyer” means the purchaser of the Products offered by Shell.

“Delivery Promise” means Shell’s brochures (as may be updated and issued to the Buyer from time to time) relating to supply of the Products and setting out details of such matters as ordering processes, delivery times, minimum orders, charges and discounts.

"Force Majeure” means any matters arising beyond the reasonable control of either Shell or Buyer and which such Party, by the exercise of reasonable diligence, is unable to prevent, avoid or remove, and shall include, but not be limited to, strikes, lock-outs, labour disputes, acts of God, acts of terrorism, war, riot, civil commotion, malicious damage, compliance with any law or governmental order or restriction, or any compliance with any order or request of any national, supra-national, provincial, port or any other public authority or any person purporting to act for such authority, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this Agreement;

“Government Official” means an officer or employee of a government or any department, agency or instrumentality of any government; an officer or employee of a public international organization; any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; any political party or official thereof, or any candidate for political office; any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities, who engage in other acts or transactions, in each case if this is in violation of or inconsistent with the Anti Bribery Laws or Anti Money Laundering Laws. “Government Official” includes immediate family member (meaning spouse, dependent child or household member) of any of the foregoing.

“Party” or “Parties” means Shell and/or Buyer as the case may be and, their successors and permitted assigns;

“Price” means the price payable by Buyer for the Product supplied under this Agreement as specified under the heading Price stated in the Main Schedule;

“Product/s” means fuels sold by Shell and shall have the meaning given to it under the heading Product in the Main Schedule;

“Schedule” means the Main Schedule.

“Shell” means SHELL PAKISTAN LIMITED;

“Subsidiary” and “Subsidiaries” means any company or companies being at the relevant time a subsidiary or subsidiaries of Buyer.

“Week” The term week shall mean a calendar week unless otherwise stated in this Agreement.

“Year” The term year shall mean a full calendar year unless otherwise stated in this Agreement.

Any reference to a specific statute includes any statutory extension or modification, amendment or re-enactment of such statute and any general reference to “statute” or “statutes” includes any regulations or orders made under such statute or statutes.

Words importing the singular include the plural and vice versa. The reference to one gender shall include the other gender(s).

1. Applicability of General Terms and Conditions

1.1. The General Terms and Conditions as amended from time to time in their most recent version shall apply to all present and future deliveries and provision of the Products by Shell. Buyer accepts that the General Terms and Conditions shall apply to each delivery of the Product, even if no specific reference is made to them.

2. Order

2.1. An order for the Products placed by Buyer (the “Order”) shall only be valid if it has been accepted by a Shell representative duly authorized to accept such Orders.

3. Quality

3.1. Shell shall deliver Product of the kind and quality as marketed by Shell generally at the time and place of delivery and as set out in Shell literature in relation to such Product. Product may be fit for the purpose set out in Shell literature and not for any other purpose whatsoever and all other warranties (express or implied), terms or conditions are expressly excluded.

3.2. Quality characteristics of specimens or samples, analysis information or specifications shall be considered quality descriptions of the Product only if stipulated in writing. Shell does not extend any guarantees for quality or Product.

3.3. Shell may at any time change the grade, specifications, characteristics, delivery package, brand name, or other distinctive designation of any Product, and such Product as so changed shall remain subject to this Agreement.

3.4. Product should be handled and stored in accordance with the guidelines set out in either the Product data sheet or any other guideline provided by Shell. Buyer shall make itself familiar with the Product data sheet and such guidelines. If Buyer fails to comply with such requirements, Shell shall not be liable for any loss or damage incurred unless Shell has acted wilfully or grossly negligently.

4. Prices

4.1. The prices hereunder are to be determined by reference to Shell’s or OGRA’s price postings, listings or schedules, Shell reserves the right to change the prices so posted, listed or scheduled prices and will notify the Buyer of those changes within a reasonable time.

5. Payment

5.1. Invoices are due and payable immediately.

5.2. Shell may at any time withhold and set off any sum due from Shell to Buyer against any sum due from Buyer or any of Buyer’s Affiliates to Shell under this Agreement or otherwise and for the purpose of this clause the price of all Product supplied under this Agreement is due on Delivery of the Product whether or not payment might otherwise be deferred under any clause.

5.3. Shell may set a credit limit (inclusive of VAT) (the “Credit Limit”) for the Buyer. Without prejudice to any other rights or remedies under this Agreement, if at any time the reliability or the financial responsibility of the Buyer (or of any guarantor or other person furnishing security in support of the Buyer) should, in Shell's opinion, be or become impaired or unsatisfactory (whether by failure to make any payment on its due date or otherwise) or should the Buyer exceed the Credit Limit, Shell shall be entitled to immediately suspend any delivery, collection or lifting and refuse access to Shell’s premises until such time as such default or situation has been remedied.

5.4. In case of non-fulfilment of the terms of payment applicable under this Agreement and/or if at any time the reliability or the financial responsibility of the Buyer (or of any guarantor or other person furnishing security in support of the Buyer) should, in Shell's opinion, be or become impaired or unsatisfactory or should the Buyer exceed the Credit Limit, if any, Shell shall be entitled (at Shell's option) either to receive upon demand an immediate payment in cash in advance of the due date or to receive from the Buyer on demand any security satisfactory to Shell, in respect of each or any Delivery, collection or lifting or any proportion thereof.

5.5. At Shell’s sole discretion the Credit Limit may be withdrawn or reduced at any time, with prior notification to Buyer. However notification of the withdrawal or reduction of the Credit Limit will be provided to the Buyer.

5.6. In the event that any payment for the Product is not made by the due date Shell may at its absolute discretion either recover Product, or maintain an action for the price and/or damages/ or require payment in advance of Delivery, notwithstanding that title in Product has not passed to the Buyer.

5.7. If at any time, payment of the whole or any part of any amount owed to Shell by the Buyer is not made by the due date for the said payment, all amounts then owed by the Buyer to Shell, and any amount that has not yet become due in respect of Deliveries made before the relevant due date, shall become immediately payable by the Buyer to Shell.

5.8. If at any time a difference of opinion arises between the Parties as to the amount payable by the Buyer to Shell for any Product Delivered or Deliverable under this Agreement or as to any other charges, Shell may cancel all pending and un fulfilled Orders for the Product until the difference of opinion is settled to the satisfaction of Shell. Shell is not obligated to compensate or otherwise make up for Orders so cancelled.

5.9. If Buyer fails to make any payment hereunder on the date it falls due then, late payment penalty will accrue from the date on which such amounts fell due up to and including the date on which payment is received by Shell, at the rate equal to KIBOR plus 3.5% (three and a half percent) of outstanding amount. KIBOR means the 1 month Karachi Interbank Open-market Rate quoted by the State Bank of Pakistan on the first business day of the month in which the amount became due and payable.

6. Taxes

6.1. Any tax, license fee, inspection fee, or other charges imposed by any agency or governmental authority and required to be paid on, or measured by gross receipts from (a) any Product sold pursuant to this Agreement (b) or on the production, manufacture, sale, use, delivery or other handling of such Product or any component thereof, existing at the time of any Delivery hereunder, shall be added to the price specified on the face hereof and shall be payable by the Buyer.

7. Delivery

7.1. Product shall be Delivered to the Buyer or procured to be delivered on days, between hours and in loads of minimum and/or maximum quantity as may from time to time be prescribed reasonably by Shell (“Delivery”, “Deliveries” or “Deliverables”, as the case may be). The Buyer will request Deliveries in accordance with this Agreement and shall allow reasonable time for Shell, it's Affiliates and/or contractor(s) to deliver. Failure by the Buyer to meet the terms of the Agreement could result in suspension of due Deliveries by Shell.

7.2. The Buyer shall lift or collect or procure lifting or collection of the Ordered Product from Shell's premises on such days and between such hours as may from time to time be reasonably prescribed by Shell and in either case in accordance with Shell's operating and scheduling procedures;

7.3. Should Shell’s own production not suffice to supply all of Shell’s customers, then Shell shall have the option to allocate the Orders as a whole or proportionately in individual cases, in lieu of Shell’s rights arising from subsequent impossibility of performance under consideration of the respective circumstances.

7.4. When a Delivery to the Buyer cannot be made or is otherwise aborted as a result of the Buyer's non observance of any term of this Agreement the Buyer shall, on request, reimburse Shell its costs for the aborted Delivery.

7.5. Shell reserves the right to effect Delivery by means of a Buyer and to refuse to deliver using such public or private roadways that it considers unsafe.

7.6. Buyer warrants and undertakes to provide suitable facilities to allow safe offloading.

7.7. With Shell's consent Buyer may collect Products itself or by sub-contractor directly from a designated Shell location. The collection vehicles shall be suitable for delivering Products of the type and quantity to be collected and compatible with the facilities available at the Shell location. Vehicles must be insured, licensed and in proper roadworthy condition and in strict compliance with all safety and other requirements of applicable law. Drivers of vehicles must be qualified, equipped for taking delivery of Products and must strictly comply with all safety and other requirements of applicable law and as stipulated by Shell at each location. Shell accepts no liability for any damage, losses, claims, liabilities, costs and expenses of any kind arising from failure to comply with the provisions of this clause.

7.8. Without prejudice to any clause obliging the Buyer to indemnify Shell, the Buyer shall be responsible for and shall indemnify and hold Shell, its employees and agents harmless against all claims, losses, liabilities, proceedings, costs (including legal costs), damages and expenses which arise directly or indirectly as a result of the Buyer's non observance of the Delivery conditions in this Agreement or otherwise out of or in connection with the Delivery, lifting or other collection of Product except where such claims, losses, liabilities, costs and damages and expenses are caused as a direct result of the gross negligence or wilful misconduct of Shell, its employees or agents.

7.9. On completion of the Delivery of Product the Buyer or the Buyer's accredited representative shall give Shell a signed Delivery Note and receipt in the form required by Shell.

8. Return of Products

8.1. If a defect, missing consignments, short delivery or excess delivery becomes apparent on examination of a Delivery of Products by the Buyer, or in the case of a missing consignment on the second day following the last day on which Delivery was to be made; the Buyer shall advise Shell immediately by the quickest means available to it, and in addition; by facsimile of the occurrence of such an event. The Parties shall hold mutual discussions and Shell will decide on the best course of action to deal with such a situation.

8.2. Where a return is requested by the Buyer on its own accord and through no fault of Shell, Shell may or may not agree to such return. Where Shell, in writing, has accepted a Product return to it, or has agreed in writing, to uplift it, then Shell reserves the right to charge the costs for the return of the Product, including transport costs associated therewith, and costs of disposal of the Product, if any. Any return of Product is subject to the Product complying with all quality requirements of the Product.

8.3. Any measures initiated by Shell pursuant to this Agreement shall not be construed as an acknowledgment of an obligation to pay damages.

9. Means of Transportation

9.1. Buyer shall be responsible for the proper and diligent handling of any and all of Shell Tank Lorries arriving at the Place of Destination to Deliver the Product or the Buyer’s Tank Lorries visiting the Loading Point to take Delivery of the Product.

9.2. Without prejudice to any other provision on HSSE, the Buyer shall ensure that he Buyer’s Tank Lorries comply with all prevailing laws as well as relevant laws and regulations related to health, safety and environment and in particular with Shell ‘s guidelines on health, safety and environment for the transport of goods/Products. The Buyer shall indemnify Shell, its directors and employees for all claims, costs and expenses arising from a failure to comply therewith.

10. Risk and Title

10.1. Except where specifically provided otherwise in this Agreement, the risk in Product shall pass to Buyer as follows (i), in the event of Delivery at a Place of Loading when the Product passes the flange connection of the Place of Loading to the Buyer’s Tank Lorry, and (ii) in the event Delivery at a Place of Destination when the Product passes the discharge outlet of Shell’s Tank Lorry.

10.2. Title to Product supplied shall only pass to the Buyer upon payment of all debts due and owing by the Buyer to Shell.

10.3. Although Products supplied remain the property of Shell under this Condition, Buyer may use them in the ordinary course of business. When any payment is overdue Shell will be entitled to enter Buyer's premises during business hours and secure or remove Products supplied or any of them and Buyer permits Shell to do so. All costs and expenses reasonably incurred by Shell in connection with such recovery shall be paid by Buyer. Until such time as title in Products passes to Buyer, Buyer shall hold Products as Shell's fiduciary agent and bailee, and shall keep Products properly protected and insured and identified as Shell's property. In the event that any payment for Product is not made by the due date Shell shall at its absolute discretion either recover Products or maintain an action for the price and/or damages.

11. Availability

11.1. Shell reserves the right to withdraw any or all Products from sales at any time and may from time to time make changes to any specification to comply with any safety or statutory requirements with regard to the Product, or for any reason if the changes do not materially affect Product quality or fitness for purpose, in relation to any Product. Shell may discharge its obligations under this Agreement by supplying a different formulation of grade ordered or by supplying in substitution for that grade another Product or, in the case of that grade being ordered under or sold under a brand name, another Product or the same Product with another brand name provided that after substitution takes place the Product is in all material respects as suitable for the known purposes of the Customer as the original grade. Shell may make changes to the packaging of Product, including changes to design, size or weight and may cease to make available any Product in bulk.

12. Measurement

12.1. Shell shall measure the quantity of Product in accordance with generally accepted measurement principles.

13. Orders

13.1. Orders for the Products where the Buyer is collecting the Product from a Place of Loading have to be made two (2) Business Days prior to the date of Delivery stating the grade and the volume of each grade.

13.2. Orders for the Products where the Shell is Delivering the Product to a Place of Destination have to be made two (2) Business Days prior to the date of Delivery stating the grade and the volume of each grade.

14. Employees of the Buyer

14.1. The Buyer shall bear all liability for all its employees or employees of its sub-contractors or other persons in any way providing services to it and in any way connected with the Agreement (the “Buyer’s Employees”).

14.2. The Buyer’s Employees shall be employed by the Buyer and the Buyer shall be solely and exclusively responsible for their benefits, wages, terms and conditions of employment and any other matter or liability relating to the Buyer’s Employees. The Buyer’s Employees shall not in any manner be considered to be employees of Shell for any purpose, and Shell shall not be liable towards them on any account whatsoever. The Buyer’s Employees shall not represent themselves in any way to be employees of Shell.

14.3. The Buyer has undertaken the responsibility of observing any and all labour laws in operation at the moment and as may be enforced from time to time. Disputes between the Buyer and the Buyer’s Employees regarding any right or benefit allowed or available to the Buyer’s Employees, shall be settled by the Buyer and the Buyer shall pay all legitimate dues to the Buyer’s Employees. The Buyer shall maintain the requisite records required in this regard.

14.4. It is specifically agreed and understood that the relationship between Shell and the Buyer is one of principal and of an independent contractor. Neither the Buyer nor any of the Buyer’s Employees employed by the Buyer in relation to this Agreement shall be deemed to be the employee / work man or agent of Shell for any purpose whatsoever.

14.5. All acts and omissions of Buyer's Employees are acts and omissions of Buyer.

14.6. Buyer shall ensure that the Buyer’s Employees comply with all law and public regulations in the country where this Agreement is being performed.

14.7. Buyer shall be solely responsible for ensuring that all of the Buyer’s Employees, whether nationals or expatriates, are in all respects entering, working and/or residing legally in the country where any activity under this Agreement is being performed.

14.8. Buyer’s Employees shall not be deemed to be employees of Shell or its Affiliates, and neither the Buyer, nor its employees shall have any right or authority to conduct business for, or on behalf of Shell or its Affiliates, to assume or create any obligations of any kind, expressed or implied, on behalf of or on the part of Shell or its Affiliates or to make any promise or representation with regard to any matter in the name of or on behalf of the Shell or its Affiliates in any way whatsoever.

15. Health, Safety and Environmental Compliance

15.1. Shell is committed to the promotion of health and safety and to proper regard for the environment in respect of all its activities. Shell issues health and safety data sheets for Products and the Buyer shall be responsible for ensuring that its employees, contractors and Buyers read and observe the instructions and recommendations contained in these. Replacement health and safety data sheets may be obtained by visiting the relevant website at www.epc.shell.com or by contacting the relevant Shell representative.

15.2. Buyer shall ensure that all installations and equipment used with Product are installed, maintained and operated in such a manner so as to avoid accidents which could have reasonably been anticipated and shall do everything necessary to prevent the Product, used or unused, to enter drainage, sewage systems, water courses, soil or any other medium where the same is not be used.

16. Liability and Indemnity

16.1. To the extent permitted by law, the Buyer shall indemnify and defend Shell, its members, subsidiaries, affiliates and joint venture partners, and their respective directors, officers, employees, and agents (“Indemnified Parties”) against all claims, demands, causes of action, suits, damages, judgments, liens, penalties, and expenses, including, without limitation, attorneys’ fees and litigation costs, whether incurred for an Indemnified Party’s primary defence or for enforcement of its indemnification rights (collectively, “Claim”), including, without limitation, any claim for harm, injury, or death to any person, or damage to property or to the environment arising out of or in connection with any of the following matters:

16.1.1. The Buyer’s performance or non-performance under this Agreement;

16.1.2. Any action or omission of Buyer or Buyer’s employees, agents, contractors, assigns, or third parties;

16.1.3. the operation of the Buyer’s business;

16.1.4. the Buyer's unloading, storage, handling, sale, use or disposal of the Product except to the extent caused by Shell's negligence;

16.1.5. the Buyer’s negligence or any failure by the Buyer to comply with any of its obligations under this Agreement; and/or

16.1.6. any failure by Buyer to disseminate safety and health information as provided above under Health, Safety and Environment.

16.2. To the extent permitted by law, Shell shall have no liability under or in connection with this Agreement, whether for breach of this Agreement, negligence or any other tort, breach of statutory duty or otherwise, for any:
(i) loss of profits, income, revenue, contracts or production;
(ii) business interruption or increased costs in operations;
(iii) damage to goodwill or reputation;
(iv) damage to plant, equipment or machinery as a result of any late delivery of Product; or
(v) indirect losses or expenses or consequential damages whatsoever;
Whether suffered by Buyer or any third party.

16.3. The Parties agree that, in the event of the termination of this Agreement for cause by Shell or for any reason by the Buyer prior to the end of the term, Shell will be damaged and entitled to compensation for such damages.

16.4. Any indemnity or relief from or limit of liability in favour of Shell or Buyer shall extend to and apply for the benefit of their respective Affiliates, directors, and employees.

16.5. Notwithstanding anything to the contrary in this Agreement, Shell’s total liability to the Buyer in respect of losses or claims arising under or in connection with this Agreement in respect of an event or a series of related events, whether as a result of breach of contract, breach of warranty, breach of statutory duty, negligence or other tort, shall not exceed the purchase price of the relevant delivery of Product (at the date of order), or if the above breach of contract consists of a failure to deliver, the price of the Product had it been delivered and invoiced.

16.6. Neither party shall be liable to the other party under or in connection with this Agreement for 1) loss of actual or anticipated profit 2) losses caused by business interruption 3) loss of goodwill or reputation 4) any indirect, special or consequential cost, expense, loss or damage EVEN IF such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the parties and whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.

17. Force Majeure

17.1. Neither Shell nor the Buyer shall be responsible for any failure to fulfil any term or condition of this Agreement if fulfilment has been delayed, hindered or prevented by any circumstances whatsoever whether in existence before, on or after the Commencement Date which are not within the reasonable control of Shell or Buyer as the case may be including without limitation any strike, lockout or labour dispute to which Shell or the Buyer as the case may be is or may be a party (whether or not the settlement thereof shall be at the discretion of the party in question) or the apprehension of any such strike, lockout or labour dispute or any Government order or restriction or compliance with any order or request of any national, supra national, provincial, port or any other public authority or any person purporting to act for such authority or by the failure, wholly or in part, whether before, on or after the Commencement Date of any of Shell's or Shell's suppliers' existing or contemplated sources of supply of crude petroleum, the Product or any of them, or any other petroleum Product or the means of Delivery thereof howsoever such failure is caused.

17.2. The performance of any obligation arising out of any contract or arrangement by which any authority, body or person as aforesaid is entitled to require crude petroleum or petroleum products shall be deemed to be compliance with an order or request as aforesaid.

17.3. The Parties acknowledge that without prejudice to other cases and without limitation the closure or standstill of production facilities, depots or other delivery facilities of Shell shall be considered as an act of Force Majeure.

17.4. The Parties acknowledge that an inability to pay any sums due or other economic distress shall not be a Force Majeure event.

17.5. If by reason of any such circumstances or by failure as aforesaid the availability from any of Shell’s or Shell’s suppliers' sources or contemplated sources of supply (wherever situated) of crude petroleum, the Products or any of them or other petroleum products is so curtailed or interfered with as either to delay or hinder Shell in or to prevent Shell from supplying the quantity of the Products and also at the same time maintaining in full its other business in the Products and other petroleum products (whether produced and whether for delivery at the same place or places as is or are specified in this Agreement) then Shell shall be at liberty to withhold, reduce or suspend deliveries under this Agreement to such extent as Shell may in its absolute discretion think fit and Shell shall not be bound to acquire by purchase or otherwise additional quantities from other suppliers.

17.6. Any additional quantities which Shell does acquire from other suppliers or from alternative sources may be used by Shell at its complete discretion and need not be taken into account by Shell for the purpose of determining the extent to which it is to withhold, reduce or suspend deliveries under this Agreement.

17.7. Buyer shall be free to purchase from other suppliers any deficiencies of deliveries caused by the operation of this Clause but Shell shall not be responsible for any additional cost thereby incurred by Buyer.

17.8. The performance whether before, on or after the Commencement Date of any obligation arising out of any contract or arrangement by which any authority, body or person as aforesaid is entitled to require crude petroleum or petroleum products shall be deemed to be compliance with an Order or request as aforesaid.

17.9. Shell reserves the right to increase the price charged for any Product if there is any increase in the costs incurred or to be incurred by Shell in making the relevant supply due to factors which are beyond the control of Shell.

18. Termination

18.1. Without prejudice to any other rights or remedies either Party shall be entitled to terminate this Agreement summarily by written notice to the other if the other has committed a material breach of any of its obligations under this Agreement between Buyer and Shell and the other Party has failed to remedy such breach within 14 days of a notice having been served on it by the first Party specifying the breach and requiring its rectification.

18.2. Without prejudice to any other rights or remedies Shell shall be entitled to terminate this Agreement summarily on written notice if Buyer:

18.2.1. is an individual and is declared bankrupt, or a receiver or manager is appointed in respect of his assets, or a receiving order is made against him, or he enters into any composition or arrangement with creditors generally, or he is unable to pay his debts as they fall due; or

18.2.2. is a company and is declared bankrupt, or it makes a composition or arrangement with its creditors, or a winding up order is made or a resolution for voluntary winding up is passed in respect of it, or a provisional liquidator, receiver, administrator or manager of its business or undertaking is appointed, or a petition is presented applying for an administration order to be made in respect of it, or it is unable to pay its debts as they fall due or possession is taken of any of its assets on behalf of the holders of any debentures of such company which are secured by a floating charge, of any property comprised in or subject to the floating charge; or

18.2.3. If Buyer fails to make any payment under the Agreement on the date it falls due,or if Buyer refuses to pay in advance or to provide security within a period of seven (7) days after such demand is made; or

18.2.4. is a company and there is a change of ownership of its shares resulting in 50 per cent or more of the issued share capital of the company becoming legally or beneficially the property of a new owner.

18.3. On termination of this Agreement:

18.3.1. all sums owed to Shell shall become immediately due and payable any and all obligations of Shell hereunder for the sale of Product to Buyer shall cease; and

18.3.2. Orders for Product which have been accepted but have not been fulfilled by Shell shall be cancelled at Shell’s option without any liability on behalf of Shell.

8.4. Where Buyer is a partnership, reference in this to Buyer shall mean any one or more of the partners.

18.5. Upon termination of the Agreement, the rights and obligations of the Parties under the Agreement shall terminate and be of no further effect, except for those provisions that by their nature are intended to survive termination.

19. Assignment

19.1. This Agreement shall not be assigned or transferred in whole or in part by Buyer directly or indirectly without the prior written consent of Shell.

19.2. Shell shall be free to assign this Agreement either in whole or in part to any of its Affiliates.

20. No Employment

20.1. Nothing in this Agreement or its implementation or its execution shall constitute or be construed so as to constitute an employer - employee relationship between Shell and Buyer or an employee of Buyer or any other person engaged by Buyer in relation to this Agreement or otherwise.

21. Shell Trade Marks, Specifications and Formulations

21.1. In this clause the 'Shell Trade Marks' shall mean the name 'Shell', Shell pectin symbol, and/or any trade mark, trade name, house mark, mark of ownership, unregistered mark, service name, package shapes, distinctive colour scheme, style of labelling, emblems, registered or unregistered designs, retail and other formats, slogans, signage, communications materials or other marketing indicia or item of intellectual property owned by Shell or any of its Affiliates and other manifestations as specified from time to time by Shell, characteristics of companies of Shell Group, their goods, services and activities.

21.2. The Buyer shall use Shell Trade Marks only in such a manner as Shell may direct from time to time and nothing in this Agreement shall give the Buyer any proprietary interest in or title, claim or right whatsoever to any of Shell Trade Marks.

21.3. The Buyer agrees that Product bearing Shell trademarks will be sold by the Buyer in the form in which it is received and, in particular, the Buyer will sell such Product without addition, adulteration, alteration or contamination of any kind whatsoever

21.4. The Buyer further agrees not to alter the decoration or visible design of packaged Product in any way or to remove, obliterate or otherwise deface the Shell Trade Marks appearing thereon

21.5. The Buyer will not sell, advertise or display for sale Product under or by reference to Shell Trade Marks other than Product supplied by Shell or its contractors under the terms of this Agreement and shall immediately discontinue any use of Shell Trade Marks on termination of this Agreement.

21.6. Neither the Buyer nor Shell will make use of or disclose the other's formulations, specifications or technical data without prior written permission of the other
21.7. In the case of supply in bulk nothing in this Agreement, except as may be expressly provided, shall be deemed to confer any right on the Buyer to apply any of Shell Trade Marks to any Product or to use Shell Trade Marks in relation to the Product.

22. Confidentiality

22.1. Shell and Buyer will not, without the prior written consent of the other, either (a) disclose the other’s proprietary or commercially sensitive information (“Confidential Information”) in furtherance to anyone other than those officers, employees, agents, or subcontractors who need to know it in connection with this Agreement and have agreed to be bound by these obligations of confidentiality or (b) use the other’s Confidential Information for any purpose other than in furtherance of this Agreement.

22.2. For the purposes of this Agreement, all data, maps, reports, drawings, specifications, records, technical information, and computer programs/software concerning Shell´s operations, processes or equipment which are provided by Shell and/or acquired or handled by Shell in connection with this Agreement shall be deemed Confidential Information of Shell.

23. Personal Data

23.1. Shell may use the information provided by Buyer and/or the person who signs this Agreement (hereinafter “Applicant”) (1) to operate Buyer’s account and any agreement with Shell, (2) to confirm, update and enhance Shell’s records; (3) to establish Buyer and/or Applicant’s identity; (4) to make a company search; (5) for general statistical analysis; (6) to consider Buyer and/or Applicant’s criminal convictions or alleged commission of an offence; and (7) to assess Buyer’s and/or Applicant’s credit status (for this purpose, credit scoring techniques will be used and checks may be carried out with a credit reference agency and a fraud detection system, which will maintain a record of any such enquiry.)

23.2. In each case the processing may continue after this Agreement has ended. Alternatively, Buyer may be requested to complete or fulfil other checks as may be necessary to satisfy credit assessments, money laundering or fraud detection requirements.

23.3. Shell may disclose data relating to Buyer and/or a Buyer’s account(s) to (a) a credit reference agency where it may be accessed by other financial institutions to assist assessment of any application for credit made to Shell and for debt tracing and fraud prevention; (b) to any agent or sub-contractor of Shell performing services in connection with Buyer’s account; (c) to any person to whom Shell proposes to transfer any of its rights and/or duties under this Agreement; (d) to any guarantor or person providing security in relation to Buyer’s obligations under this Agreement; (e) as required or permitted by law or any regulatory authority; (f) as otherwise considered necessary or appropriate by Shell.

23.4. Without prejudice to any other provisions for termination contained in this Agreement, all monies due and owing by Buyer to Shell shall become due and payable forthwith if Shell discovers that any information provided by Buyer to Shell is materially inaccurate.

24. Laws and regulations

24.1. Buyer undertakes to:

24.1.1. obtain any and all import licences and government approvals that may be necessary to permit the sale by Shell and the purchase by Buyer of the Products, together with any approvals and consents required for the resale of Products hereunder;

24.1.2. comply with all applicable registration requirements;

24.1.3. obtain such approvals from banking and any governmental authorities as may be necessary to guarantee payment of all amounts due hereunder to Shell in the agreed currency; and

24.1.4. comply with any and all governmental laws and regulations that may be applicable to Buyer by reason of its execution of this Agreement and including any laws, regulations or orders that govern or affect the ordering, export, re-export, diversion, trade, use, shipment, import, transportation, storage, sale (including government procurement) delivery or redelivery of the Products and any requirement to be registered as a re-seller of the Products with any governmental authority.

24.1.5. Additionally Buyer undertakes to secure for its own account all necessary permits/clearances pertinent or arising out of this Agreement, from the relevant government agencies. Buyer shall give all notices required by such laws, ordinances, rules and regulations, pay all fees payable to any public authority, if any, in respect to this Agreement, and indemnify Shell for any and all fines, penalties, and losses it may incur by reason of any breach by Buyer of any undertaking under this clause.

25. Conduct of Business

25.1. The Buyer acknowledges that:
(a) it has received a copy of the Shell General Business Principles (or alternatively taken note of the Shell General Business Principles at www.shell.com/sgbp);

(b) it has received a copy of the Shell Code of Conduct (or alternatively has taken note of the Shell Code of Conduct at http://www.shell.com/home/content/aboutshell/who_we_are/our_values/code_of_conduct/);

(c) it has been made aware of the Shell Global Helpline at http://www.shell.com/home/content/aboutshell/who_we_are/our_values/compliance_helpline/

25.2 The Parties shall comply with all applicable (including without limitation, health, safety, security and environment) laws, governmental rules, regulations and orders.

26. Notices

26.1. Any notice shall be sufficiently given if sent by first class prepaid post, registered post, recorded delivery or special delivery, or in person or by facsimile transmission (and confirmed by pre-paid first class mail placed in the post on or on the day after the date of transmission) to the other party and shall be deemed received on the next postal delivery day except for facsimile transmission which shall be deemed received on successful transmission evidenced by the sender's printed transmission report.

27. Waiver

27.1. No delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall affect that right, power or remedy or operate as a waiver of it. The single or partial exercise of any right, power remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

28. Amendment or Modification

28.1. No amendment or modification of any of the provisions of this Agreement, or the rights or obligations of the parties shall be valid unless it is agreed in writing by each of the parties, and specifically refers to this Agreement.

29. Invalidity

29.1. If at any time any provision of this Agreement is or becomes illegal, invalid, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

30. Entirety

30.1.1 This Agreement constitutes the whole agreement between Shell and Buyer and supersedes any and all prior agreements, pre-contractual statements, representations, arrangements, terms and understanding whether oral or written between the Parties with regard to its subject matter unless otherwise provided for herein.

30.1.2 Each Party acknowledges that it has not relied upon any pre-contractual statement, representation or promise in agreeing to enter into this Agreement. Except in the case of fraud, no Party shall have any right of action against any other Party arising out of or in connection with any pre contractual statement, representation or promise except to the extent that it is repeated in this Agreement.

30.1.3 Any details under any Purchase Order issued pursuant to this Agreement being at variance with the stipulations under this Agreement shall not be applicable unless a specific and express consent has been given by Shell in writing.

31. No Assignment

31.1. The Buyer shall not assign, sub-contract or transfer any of its rights or obligations hereunder without the prior written consent of Shell.

32. Governing Law and Jurisdiction

32.1. This Agreement and any dispute or claim of whatever nature, whether contractual or non-contractual, arising out of or in connection with it shall be exclusively governed by and interpreted in accordance with the law of Pakistan. In relation to any legal action or proceedings arising out of or in connection with this Agreement (whether arising out of or in connection with contractual or non-contractual obligations), each of the Parties irrevocably submits to the jurisdiction of the Courts in Karachi, Sindh.

32.2. In the event of any dispute or difference between the Parties hereto arising out of this Agreement, (hereinafter referred to as the ‘Dispute’) the Parties shall meet to try to resolve the Dispute without resort to any judicial or non judicial proceedings. The meeting (hereinafter referred to as the ‘Dispute Resolution Meeting”) will be held within [7] working days of a written request from one party to the other, which request will set out brief details of the Dispute. A Dispute Resolution Meeting will be attended by a senior officer from each party.

32.3. If a Dispute is not resolved as a result of a Dispute Resolution Meeting, the Parties may agree that negotiations be entered into with the assistance of a neutral advisor (the “Neutral Advisor”) and the Dispute to be decided by Mediation. Mediation shall be carried out at the National Centre for Dispute Resolution (“NCDR”). The Parties may then, within a further [7] working days, agree on the appointment of the Neutral Advisor and the Parties shall within [7] working days of the appointment of the Neutral Advisor meet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiating sessions.

32.4. If the Parties reach agreement on the resolution of the Dispute, such agreement shall be recorded in writing and, one it is signed by duly authorized representatives of both Parties it shall be binding on the Parties. Failing agreement on the resolution the Dispute the Parties may agree to invite the Neutral Advisor to provide an opinion in writing and such opinion shall be binding on the Parties hereto. The Parties shall share the costs of the Neutral Advisor equally hereto.

32.5. If the Parties do not agree to resort to Mediation either Party may issue proceedings in the [Pakistan] courts. The Parties agree to the exclusive jurisdiction of the courts of Sindh, Karachi 

33. Export Regulations

33.1. Buyer undertakes to:

(i) obtain any and all import licences and government approvals that may be necessary together with any approvals and consents required for the distribution and resale of Products by the Buyer,

(ii) comply with all registration requirements in the area of operation of the Buyer,

(iii) obtain such approvals from banking and any governmental authorities as may be necessary to guarantee payment of all amounts due hereunder to Shell in the agreed currency,

(iv) comply with any and all governmental laws and regulations and relevant international laws, including in respect of any embargoes and/or sanctions prevailing at the relevant time, including any laws, regulations or orders that govern or affect the ordering, export, re-export, diversion, trade, use, shipment, import, transportation, storage, sale (including government procurement) delivery or redelivery of the Products in the in the area of operation of the Buyer and any requirement to be registered as Shell’s independent distributor with any governmental authority and

(v) not export, re-export, divert, trade, ship, import, transport, store, sell, supply, deliver or re-deliver, whether directly or indirectly, any of the Products to or for end use in any Prohibited Country or by any entity associated with any Prohibited Country

33.2. Buyer shall furnish Shell with such documentation as Shell may request to evidence Buyer’s compliance with this Clause and that controls are in place which actively support such compliance and agrees that it shall not engage in any course of conduct that, in Shell’s reasonable belief, would cause Shell to be in violation of the laws of any jurisdiction.
33.3. In this Clause, “Prohibited Country” means a country on the following list of countries: Cuba, Iran, Sudan, Syria and North Korea and Belarus, Peninsula of Crimea/Sevastopol, as such list may be amended by Shell from time to time by notice to Buyer.

34. Shell’s Principles and Policies
34.1. The Shell Statement of General Business Principles (“SGBP”) and the Shell’s Health, Safety and Environment policy (“HSEP”) are displayed on Shell’s website www.shell.com/sgbp (see “our commitments and standards”). The Buyer and its officers, employees and agents shall use their best endeavours to ensure that their performance of this Agreement shall not cause Shell or its Affiliates to be in breach of the SGBP or HSEP.
34.2. Buyer and Shell will base their relationship on mutual respect, honesty, and integrity. Neither party may accept or solicit gifts, entertainment, or other social favours to influence business decisions. Courtesies of nominal value and social invitations customary and proper under the circumstances are not unethical as long as they imply no business obligation whatsoever or do not involve significant or out-of-the-ordinary expense.

35. Survival

35.1 Expiration or termination of this Agreement shall not relieve either Party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature should survive shall remain in effect after termination or expiration of this Agreement. For the avoidance of doubt (and without prejudice to the generality of the foregoing), the provisions of Clauses 16 (Liability and Indemnity), 21 (Shell Trade Marks, Specifications and Formulations), 22 (Confidentiality), 23 (Personal Data), 26 (Notices), 27 (Waiver), 29 (Invalidity), 30 (Entirety), 32 (Governing law and Jurisdiction), 33 (Export regulations) and 35 (Survival) shall remain in effect after the termination or expiration of this Agreement.

36. Facilitation Payments and Anti-Corruption

36.1 Buyer and Shell each agree and undertake to the other that in connection with each transaction under this Agreement, they will each respectively comply with all applicable Anti Bribery Laws and Anti Money Laundering Laws.

Buyer and Shell each represent, warrant and undertake to the other that they shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to a Government Official, where such payment, gift, promise or other advantage would (i) comprise a facilitation payment; and/ or (ii) violate the Anti-Bribery Laws.

36.3 In particular, Shell represents and warrants to Buyer that it has not made any payments or given anything of value to officials, officers or employees of the government of the country in which the Product originated or any agency, department or instrumentality of such government in connection with the Product which is the subject of the Agreement which would be inconsistent with or contravene any of the above-referenced legislation.

36.4 Either party may terminate this Agreement or the applicable transaction forthwith upon written notice to the other party at any time, if in its reasonable judgment, supported by credible evidence, the other party is in breach of any of the representations, warranties or undertakings contained in this anti-corruption clause.

37. Anti-Money Laundering

37.1 Each Party agrees and undertakes to the other that, in connection with this Agreement, it is knowledgeable about and will comply with all laws, regulations, rules and requirements relating to anti-bribery or anti-money laundering applicable to its performance of this Agreement.

37.2 Buyer represents and warrants to Seller that its payments to Seller shall not constitute the proceeds of crime in contravention of anti-money laundering laws.

37.3 Seller may terminate this Agreement immediately upon written notice to the Buyer, if in its reasonable judgment supported by credible evidence, the Buyer is in breach of any of the provisions of this clause and has failed to provide information demonstrating such compliance.

37.4 Only the Buyer shall pay the invoice from Shell. No party other than the Buyer shall pay the invoice without the prior consent of Shell.