Assignment Sale of Goods

Assignment on the Sale of Goods Contract
Submitted to
Shakil Huda
Professor
Institute of Business Administration
University of Dhaka
Submitted by
Group 11
Nabil Islam (ZR-26)

Fardin Al Wafian (ZR-32)
Course:
Legal Environment of Business
Date of Submission: September 5, 2019

Table of Contents
Selected Contract.............................................................................................................................3
Salient Features................................................................................................................................3
Weaknesses......................................................................................................................................4
Recommendations............................................................................................................................5
Appendix A......................................................................................................................................6
Appendix B....................................................................................................................................18
2
Selected Contract
Sales Agreement - Shell Trading (US) Company (Buyer) and EnerJex Kansas Inc. (Seller)
Salient Features
1. The Financial Transaction part of the contract, section effective from April 1, 2008 to
September 30,2009 states,
“………the first 130 BPD in a given month will be priced at a fixed and flat price of $96.90, less
$* transportation cost = $* Net price”
According to this section of the contract, the seller EnerJex Kansas Inc. is the first 130 BPD in
the month are being sold at fixed price. The seller is guaranteeing the product at a fixed price
even though the oil market is volatile. Moreover, the Seller is also bearing the transportation cost
in this arrangement.
2. The assignment section of the contract states that,
“The Contract shall extend to and be binding upon the successors and assigns of the Parties, but
neither this Contract nor any part, specifically including the right to receive payment, shall be
assigned or transferred by either Party or by law without the prior written consent of the other
Party… … …”
According to this section of the contract, the scope of assigning agent is limited and is dependent
on the consent of the other party.
3. The limitation of liability section of the contract states that,
“In no event shall either party be liable for loss of profits or indirect, special, exemplary or
punitive, or consequential damages”
3
According to this term of the contract, the other party will not be liable for loss of profits and
damages.
4. According to the tax section of the contract,
“… … …BUYER shall have the right to withhold from the total purchase price the amount of
applicable production and/or severance taxes and BUYER shall remit to the appropriate taxing
authorities said taxes as withheld from the payment… … …”
Severance tax is a state tax imposed on the extraction of non-renewable natural resources in the
United States of America. This is imposed on non-renewable resources intended for consumption
in other states. According to the contract, the buyer can choose to not pay the price applicable for
severance taxes but in that case the buyer is required to remit the tax price to the appropriate
authorities.
5. According to other terms and conditions section of the contract,
“To the extent that they are not in conflict with the above terms, all other terms shall be as per
Conoco's General Provisions dated January 1993 and are hereby incorporated by reference.”
According to the contract, the contract will follow the terms of Conoco’s General Provisions
dated January 1993, except the conditions of this contract which are in conflict with the
provisions.
Weaknesses
1. Not mentioning TAN value in Quality description
[The TAN of crude oils is an accepted measure of potential corrosivity: it quantifies the number
of milligrams of potassium hydroxide (KOH) needed to neutralize one gram of sample crude oil.
The acidity of a crude oil has important economic and technical impacts on refining operations.
A TAN exceeding 1 mg KOH/g is commonly considered corrosive; however corrosion problems
can occur in crudes with TAN as low as 0.3 for several reasons including velocities and the
4
nature of acidic species present. Processing acidic crudes creates corrosion issues to refinery
equipment and requires special and expensive technical solutions.]
TAN value is of great concern in the oil refining industry for quite some time now. No
company wants crude oil that has a TAN value greater than 1. So, the specification is
needed so that the machinery used isn’t a victim of corrosion.
2. The contract completely overlooks the topic of inspection. This is a major flaw as
inspection is an important part of contract as every contract should clarify whether the
buyer has any right to inspect the oil beforehand.
3. The instructions for delivery time can be clearer than how it is in the contract. The
contract is valid from 01 April, 2008 through 30 September, 2009. Nothing else regarding
the timing of each delivery isn’t mentioned in the contract.
Recommendations
1. A clear indication should be given what type of crude oil is wanted in terms of TAN value. A
TAN value between 0-0.3 needs to be selected to protect their equipment and machines.
2. A clause for inspection should be added. Here two types of clause are possible. The first one
is “The buyer can inspect prior to acceptance of the goods” and the other one is “The buyer
can’t inspect until after payment.”
3. The delivery time or interval period needs to be clearly mentioned in the contract. Also if
there are periods where the delivery can’t be taken, such as new year holidays, independence
day etc. needs to be mentioned.
5
Appendix A
Shell Trading
P.O. Box 4604
Houston, TX 77210-4604
VIA FACSIMILE 816-883-1001
March 6, 2008
Enerjex Kansas, Inc.
7300 West 110th Street, 7th Floor
Overland Park, KS 62210

Attention: Mr. Steve Cochennet, President STUSCO Purchase Contract No.:
DEA081800
Enerjex Kansas, Inc. Contract No.:
Contract Date: April 1, 2008
Dear Steve:
This Agreement is made between Shell Trading (US) Company (STUSCO), "Buyer" and
Enerjex Kansas, Inc. (ENERJEX KANSAS), Seller whereby Seller agrees to sell and deliver and
Buyer agrees to purchase and receive crude oil or condensate under the terms and conditions set
forth in Exhibit A and the Conoco Inc.'s General Provisions dated January 1993 which are
incorporated by reference.
Please confirm by fax to (713) 246-8531, attention Sherry De Alba, that the above accurately
records the terms and conditions of our agreement. If a reply is not received within ten (10)
business days, it will constitute acceptance of the terms stated herein.

Very truly yours,
SHELL TRADING
(US) COMPANY

By: /s/ Adam Shaffer
Adam Shaffer
Crude Oil Acquisition
6

ENERJEX KANSAS, INC.

By: /s/ Steve Cochennet
Title
:
President
Date 03/06/08
:

*THE PORTIONS OF THIS EXHIBIT A WHICH ARE MARKED WITH AN ASTERISK
HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
EXHIBIT A

Enerjex Kansas Contact: Steve Cochennet STUSCO Contact: Adam Shaffer
Phone: (816) 803-5551 Phone: (713) 230-1917
ENERJEX KANSAS SALE AND DELIVERY TO STUSCO:
QUALITY
Kansas Sweet type Crude Oil.

QUANTITY
Equal to production from the leases listed on Attachment 1, approximately 250 Net U.S. Barrels
per Day.
DELIVERY
At the lease into STUSCO's designated trucks.
PRICE
FINANCIAL TRANSACTION
7
The Financial Transactions are listed chronologically by the date the transaction was executed.
The barrels will be priced each month in the same chronological order as applicable.
EFFECTIVE 01 APRIL 2008 THROUGH 30 SEPTEMBER 2009.
Regarding crude production from lease listed on Attachment 1, referenced in STUSCO contract
DEA081800, the first 130 BPD in a given month will be priced at a fixed and flat price
of $96.90, less $* transportation cost = $* Net price.
REMAINING BALANCE WILL BE PRICED AT:
MAU
The price per barrel shall be the average of the daily settlement price for "Light Sweet Crude
Oil" Prompt Month future contracts reported by the New York Mercantile Exchange
(NYMEX) from the first day of the delivery month through and including the last day of the
delivery month, including weekends and holidays observed by NYMEX.
To the above price a discount of USD $* per Net U.S. barrel shall be applied as listed on
Attachment 1.
1

ADDITIONAL CONTRACTUAL ITEMS
PAYMENT:
Pay Terms DB: Paid to individual interest holders, excluding taxes, due on or before the 20th of
the month following the month of delivery.
TAX STATUS A: STUSCO is First (1ST) Purchaser, STUSCO will collect and remit.
TERM:
This Agreement shall commence on 01 April 2008 through 31 September 2009.
ASSIGNMENT:
The Contract shall extend to and be binding upon the successors and assigns of the Parties, but
neither this Contract nor any part, specifically including the right to receive payment, shall be
assigned or transferred by either Party or by law without the prior written consent of the other
Party which shall not be unreasonably withheld, and any assignment or transfer made by either
Party without the other Party's written consent need not be recognized by and shall not be
binding upon the other Party.
8
LIMITATION OF LIABILITY:
In no event shall either party be liable for loss of profits or indirect, special, exemplary or
punitive, or consequential damages.
PRICE PROVISION
Shell Trading (US) Company reserves the right to modify the price of this contract following an
increase or decrease based on transportation costs. Price adjustments will be made on the
effective date of the change.
FIXED PRICE PROTECTION
If the parties enter into a Transaction with a Contract Price that is a fixed price, as opposed to a
Contract Price that floats based on industry postings, reference publications, or other external
market factors or indices, for a specified quantity of Crude Oil to be delivered at a specified
Delivery Point for the relevant period, such Fixed Price shall not be subject to change and shall
be deemed to be the first Crude Oil purchased during the applicable Month. If more than one
Fixed Price for different quantities of Crude Oil has been established in a particular Month, then
the first Crude Oil purchased during said Month shall be the first quantities for which a Fixed
Price was established, followed by any additional quantities in the order they were established. If
for any reason whatsoever, including without limitation, an event of Force Majeure or any other
circumstance that would excuse a party's obligation to deliver or receive Crude Oil (other than a
breach or default by either party under this Contract), Seller delivers, or Buyer takes, less than
the full quantity of Crude Oil required to be delivered or taken at a Fixed Price during any Month
(a "Monthly Deficiency"), then (1) in the case when Buyer takes less than said full quantity of
Crude Oil, Buyer shall pay to Seller an amount equal to (a) such Monthly Deficiency (expressed
in barrel's) multiplied by (b) the amount, if any, by which the Fixed Price exceeds the applicable
Spot Price (as defined below) for such Month and (2) in the case when Seller delivers less than
said full quantity of Crude Oil, Seller shall pay to Buyer an amount equal to (a) such Monthly
Deficiency (expressed in barrel's) multiplied by (b) the amount, if any, by which the
2

applicable Spot Price for such Month exceeds the applicable Fixed Price. For purposes on this
Section only, "Spot Price" means the price specified in [Platt's Market Report], as reported in the
first publication for the Month in which such Monthly Deficiency occurred, as adjusted (up or
down, as the case may be) by any incremental transportation costs or savings between the
location of the applicable listing and the Delivery Point(s); provided that, if there is no single
published price for such location, but there is a published range of prices, then the Spot Price
9
shall be the simple average of the high and low prices. If the above publication ceases to be
published during the term hereof, its successor publication shall be used.
TAX
The total purchase price paid to SELLER by BUYER for crude and/or condensate shall be
calculated as set forth in the Agreement. If Buyer is the first purchaser of the crude and/or
condensate, BUYER shall have the right to withhold from the total purchase price the amount of
applicable production and/or severance taxes and BUYER shall remit to the appropriate taxing
authorities said taxes as withheld from the payment. If the amount of production and/or
severance taxes owed to the taxing authorities is greater than the amount withheld and remitted
by BUYER, SELLER agrees to reimburse BUYER for any excess production and/or severance
tax that is required to be remitted to the taxing authorities.
OTHER TERMS AND CONDITIONS
To the extent that they are not in conflict with the above terms, all other terms shall be as per
Conoco's General Provisions dated January 1993 and are hereby incorporated by reference.
All the Sections in the General Provisions shall apply except insofar as any such Section is
inconsistent with any of the specific terms herein. For the avoidance of doubt, any repetition
herein of any Section or part of such Section of the General Provisions shall be for emphasis
only and shall not by reason of such repetition exclude any other part of such Section or any
other Section, or any part thereof, of the General Provisions.

CONTRACTUAL CONTACT:
NAME: Sherry De Alba
TELEPHONE 713-230-3227
NO:
FAX NO: 713-246-8531

CREDIT CONTACT:
Counterparties (A-L)
NAME: Saud Qazi
NO:
FAX NO: 713-230-7925
EMAIL saud.qazi@shell.com
10

Counterparties (M-Z) NAME:
NAME: Steve Clarke
NO:
FAX NO: 713-230-7925
EMAIL steve.s.clarke@shell.com
3

INVOICING CONTACT:
NAME: Ken Currens
NO:
FAX NO: 713-230-5150
EMAIL ken.currens@shell.com

MSDS CONTACT:
NAME: ST USCO HSE Department
FAX NO: 713-246-8941
EMAIL: HSE-Shell-Trading -NA@SHELL.com
4

CUSTOMER ENERJEX KANSAS, INC SHELL TRADING
NAME: (US) COMPANY
STUSCO DEA081800
CONTRACT:
11
AMENDMEN 000 ATTACHMENT 1
T:
EFFECTIVE: APRIL 01, 2008 THRU SEPTEMBER 30,
2009

LEAS LEAS PRI PLUS/L DECIM PAYM
E E CE ESS AL ENT TAX
HEAD NUMB PROPERTY STA OPERA BAS INTER STAT
ER ER NAME COUNTY TE TOR IS $//BBL. EST TERMS US

14849 EASTBURN, ANDERS KS ENERJE MA * 1.0000 DB A
J ON X U 000
KANSA
0 S, INC.
98855 BAILEY ANDERS KS ENERJE MA * 1.0000 DB A
KREITLER ON X U 000
KANSA
0 S, INC.
98856 JOHNSTON FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98857 DALTON GREENW KS ENERJE MA * 1.0000 DB A
OOD X U 000
KANSA
0 S, INC.
98858 DYE WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98860 EAST WOODSO KS ENERJE MA * 1.0000 DB A
KIMBELL N X U 000
KANSA
0 S, INC.
0 98861 E R WOODSO KS ENERJE MA * 1.0000 DB A
KIMBELL H X
12
O N KANSA U 000
S, INC.
98862 OLD RHEA WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98864 ANDERBER JOHNSO KS ENERJE MA * 1.0000 DB A
G-SKAGGS N X U 000
KANSA
0 S, INC.
98865 THOREN DOUGLA KS ENERJE MA * 1.0000 DB A
S X U 000
KANSA
0 S, INC.
98866 BURKS JOHNSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98867 CARTER A FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98868 CARTER B FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98869 SCHLAGEL JOHNSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98870 NEEDHAM FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
0 98871 ORSER FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
13
S, INC.
98872 DREHER FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98873 VOIGHTS JOHNSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98874 HOWELL- FRANKLI KS ENERJE MA * 1.0000 DB A
FEE N X U 000
KANSA
0 S, INC.
98875 RUSSELL FRANKLI KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98876 WEIDEMIER JOHNSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98877 BROWNRIG LINN KS ENERJE MA * 1.0000 DB A
GA X U 000
KANSA
0 S, INC.
98879 BROWNRIG LINN KS ENERJE MA * 1.0000 DB A
GB X U 000
KANSA
0 S, INC.
98880 SHIKLES LINN KS ENERJE MA * 1.0000 DB A
X U 000
KANSA
0 S, INC.
98881 HOWELL- MIAMI KS ENERJE MA * 1.0000 DB A
GORGES X U 000
KANSA
0 S, INC.
14
98882 ESTES WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98883 E R WOODSO KS ENERJE MA * 1.0000 DB A
KIMBELL N X U 000
KANSA
0 S, INC.
98884 N KNOX WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98885 RHEA A WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.
98886 SMITH-JOBE WOODSO KS ENERJE MA * 1.0000 DB A
N X U 000
KANSA
0 S, INC.

* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

FINANCIAL TRANSACTION
The Financial Transactions are listed chronologically by the date the transaction was executed.
The barrels will be priced each month in the same chronological order as applicable.
Regarding crude production from lease listed above, referenced in STUSCO contract
DEA081800. the first 130 BPD in a given month will be priced at a fixed and flat price
of $96.90, less $* transportation cost = $* Net price.

15
COMMISSION.
REMAINING BALANCE WILL BE PRICED AT:
MAU
The price per barrel shall be the average of the daily settlement price for "Light Sweet Crude
Oil" Prompt Month future contracts reported by the New York Mercantile Exchange
(NYMEX) from the first day of the delivery month through and including the last day of the
delivery month, including weekends and holidays observed by NYMEX.
To the above price a discount of USD $* per Net U.S. barrel shall be applied as listed on
Attachment 1..

COMMISSION.
PAYMENT TERMS
CI = BY STUSCO TO SELLER AFTER RECEIPT OF INV
DA = BY STUSCO TO SELLER
DB = BY STUSCO TO INDIVIDUAL INTEREST OWNERS
MX = BY STUSCO TO SELLER
TAX STATUS
A = STUSCO IS 1ST PURCHASER, STUSCO WILL COLLECT & REMIT
B = TO BE PAID BY SELLER
C = STUSCO WILL COLLECT AND REMIT APPLICABLE TAXES
D = TO BE PAID BY SELLER
E = PURCHASER REQUIRED TAXES ARE TO BE PAID BY STUSCO
16
Appendix B
(JANUARY 1, 1993 CONOCO GENERAL PROVISIONS FOR
DOMESTIC CRUDE OIL AGREEMENTS)

GENERAL PROVISIONS
DOMESTIC CRUDE OIL AGREEMENTS

A. Measurement and Tests: All measurements hereunder shall be made from static tank gauges on 100 percent tank
table basis or by positive displacement meters. All measurements and tests shall be made in accordance with the
latest ASTM or ASME-API (Petroleum PD Meter Code) published methods then in effect, whichever apply.
Volume and gravity shall be adjusted to 60 degrees Fahrenheit by the use of Table 6A and 5A of the Petroleum
Measurement Tables ASTM Designation D1250 in their latest revision. The crude oil delivered hereunder shall be
marketable and acceptable in the applicable common or segregated stream of the carriers involved but not to exceed
1% S&W. Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard
Method then in effect. Either party shall have the right to have a representative witness all gauges, tests and
measurements. In the absence of the other party's representative, such gauges, tests and measurements shall be
deemed to be correct.

B. Warranty: The Seller warrants good title to all crude oil delivered hereunder and warrants that such crude oil
shall be free from all royalties, liens, encumbrances and all applicable foreign, federal, state and local taxes.

Seller further warrants that the crude oil delivered shall not be contaminated by chemicals foreign to virgin crude oil
including, but not limited to chlorinated and/or oxygenated hydrocarbons and lead. Buyer shall have the right,
without prejudice to any other remedy available to Buyer, to reject and return to Seller any quantities of crude oil
which are found to be so contaminated, even after delivery to Buyer.

C. Rules and Regulations: The terms, provisions and activities undertaken pursuant to this Agreement shall be
subject to all applicable laws, orders and regulations of all governmental authorities. If at any time a provision
hereof violates any such applicable laws, orders or regulations, such provision shall be voided and the remainder of
the Agreement shall continue in full force and effect unless terminated by either party upon giving written notice to
the other party hereto. If applicable, the parties hereto agree to comply with all provisions (as amended) of the
Equal Opportunity Clause prescribed in 41 C.F.R. 60-1.4; the Affirmative Action Clause for disabled veterans and
veterans of the Vietnam Era prescribed in 41 C.F.R. 60-250.4; the Affirmative Action Clause for Handicapped
Workers prescribed in 41 C.F.R. 60-741.4; 48 C.F.R. Chapter 1 Subpart 19.7 regarding Small Business and Small
Disadvantaged Business Concerns; 48 C.F.R. Chapter 1 Subpart 20.3 regarding Utilization of Labor Surplus Area
Concerns; Executive Order 12138 and regulations thereunder regarding subcontracts to women-owned business
concerns; Affirmative Action Complicance Program (41 C.F.R. 60-1.40); annually file SF-100 Employer
Information Report (41 C.F.R. 60-1.7); 41 C.F.R. 60-1.8 prohibiting segregated facilities; and the Fair Labor
Standards Act of 1938 as amended, all of which are incorporated in this Agreement by reference.

D. Hazard Communication: Seller shall provide its Material Safety Data Sheet ("MSDS") to Buyer. Buyer
acknowledges the hazards and risks in handling and using crude oil. Buyer shall read the MSDS and advise its
employees, its affiliates, and third parties, who may purchase or come into contact with such crude oil, about the
hazards of crude oil, as well as the precautionary procedures for handling said crude oil, which are set forth in such
MSDS and any supplementary MSDS or written warning(s) which Seller may provide to Buyer from time to time.

E. Force Majeure: Except for payment due hereunder, either party hereto shall be relieved from liability for failure
to perform hereunder for the duration and to the extent such failure is occasioned by war, riots, insurrections, fire,
explosions, sabotage, strikes, and other labor or industrial disturbances, acts of God or the elements, governmental
laws, regulations, or requests, acts in furtherance of the International Energy Program, disruption or breakdown of
production or transportation facilities, delays of pipeline carrier in receiving and delivering crude oil tendered, or by
17
any other cause, whether similar or not, reasonably beyond the control of such party. Any such failures to perform
shall be remedied with all reasonable dispatch, but neither party shall be required to supply substitute quantities
from other sources of supply. Failure to perform due to events of Force Majeure shall not extend the terms of this
Agreement.

Notwithstanding the above, and in the event that the Agreement is an associated purchase/sale, or exchange of crude
oil, the parties shall have the rights and obligations described below in the circumstances described below:

(1) If, because of Force Majeure, the party declaring Force Majeure (the "Declaring Party") is unable to
deliver part or all of the quantity of crude oil which the Declaring Party is obligated to deliver under the Agreement
or associated contract, the other party (the "Exchange Partner") shall have the right but not the obligation to reduce
its deliveries of crude oil under the same Agreement or associated contract by an amount not to exceed the number
of barrels of crude oil that the Declaring Party fails to deliver.

Confidential Portions Redacted and Filed with the Commission pursuant to 17 CFR 200.83. “***”
Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment

(2) If, because of Force Majeure, the Declaring Party is unable to take delivery of part or all of the quantity
of crude oil to be delivered by the Exchange Partner under the Agreement or associated contract, the Exchange
Partner shall have the right but not the obligation to reduce its receipts of crude oil under the same Agreement or
associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to
take delivery of.

F. Payment: Unless otherwise specified in the Special Provisions of this Agreement, Buyer agrees to make payment
against Seller's invoice for the crude oil purchased hereunder to a bank designated by Seller in U.S. dollars by
telegraphic transfer in immediately available funds. Unless otherwise specified in the Special Provisions of this
Agreement, payment will be due on or before the 20th of the month following the month of delivery. If payment
due date is on a Saturday or New York bank holiday other than Monday, payment shall be due on the preceding
New York banking day. If payment due date is on a Sunday or a Monday New York bank holiday, payment shall be
due on the succeeding New York banking day.

Payment shall be deemed to be made on the date good funds are credited to Seller's account at Seller's designated
bank.

In the event that Buyer fails to make any payment when due, Seller shall have the right to charge interest on the
amount of the overdue payment at a per annum rate which shall be two percentage points higher than the published
prime lending rate of Morgan Guaranty Trust Company of New York on the date payment was due, but not to
exceed the maximum rate permitted by law.

G. Financial Responsibility: Notwithstanding anything to the contrary in this Agreement, should Seller reasonably
believe it necessary to assure payment, Seller may at any time require, by written notice to Buyer, advance cash
payment or satisfactory security in the form of a Letter or Letters of Credit at Buyer's expense in a form and from a
bank acceptable to Seller to cover any or all deliveries of crude oil. If Buyer does not provide the Letter of Credit on
or before the date specified in Seller's notice under this section, Seller or Buyer may terminate this Agreement
forthwith. However, if a Letter of Credit is required under the Special Provisions of this Agreement and Buyer does
not provide same, then Seller only may terminate this Agreement forthwith. In no event shall Seller be obligated to
schedule or complete delivery of the crude oil until said Letter of Credit is found acceptable to Seller. Each party
may offset any payments or deliveries due to the other party under this or any other agreement between the parties.

18
If a party to this Agreement (the "Defaulting Party") should (1) become the subject of bankruptcy or other
insolvency proceedings, or proceedings for the appointment of a receiver, trustee, or similar official, (2) become
generally unable to pay its debts as they become due, or (3) make a general assignment for the benefit of creditors,
the other party to this Agreement may withhold shipments without notice.
H. Liquidation:

(1) Right to Liquidate. At any time after the occurrence of one or more of the events described in the third
paragraph of Section G, Financial Responsibility, the other party to the Agreement (the "Liquidating Party") shall
have the right, at its sole discretion, to liquidate this Agreement by terminating this Agreement. Upon termination,
the parties shall have no further rights or obligations with respect to this Agreement, except for the payment of the
amount(s) (the "Settlement Amount" or "Settlement Amounts") determined as provided in Paragraph (3) of this
section.

(2) Multiple Deliveries. If this Agreement provides for multiple deliveries of one or more types of crude
oil in the same or different delivery months, or for the purchase or exchange of crude oil by the parties, all deliveries
under this Agreement to the same party at the same delivery location during a particular delivery month shall be
considered a single commodity transaction ("Commodity Transaction") for the purpose of determining the
Settlement Amount(s). If the Liquidating Party elects to liquidate this Agreement, the Liquidating Party must
terminate all Commodity Transactions under this Agreement.

(3) Settlement Amount. With respect to each terminated Commodity Transaction, the Settlement Amount
shall be equal to the contract quantity of crude oil, multiplied by the difference between the contract price per barrel
specified in this Agreement (the "Contract Price") and the market price per barrel of crude oil on the date the
Liquidating Party terminates this Agreement (the "Market Price"). If the Market Price exceeds the Contract Price in
a Commodity Transaction, the selling party shall pay the Settlement Amount to the buying party. If the Market
Price is less than the Contract Price in a Commodity Transaction, the buying party shall pay the Settlement Amount
to the selling party. If the Market Price is equal to the Contract Price in a Commodity Transaction, no Settlement
Amount shall be due.


(4) Termination Date. For the purpose of determining the Settlement Amount, the date on which the
Liquidating Party terminates this Agreement shall be deemed to be (a) the date on which the Liquidating Party sends
written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile
transaction; or (b) the date on which the Defaulting Party receives written notice of termination from the Liquidating
Party, if such notice of termination is given by United States mail or a private mail delivery service.

(5) Market Price. Unless otherwise provided in this Agreement, the Market Price of crude oil sold or
exchanged under this Agreement shall be the price for crude oil for the delivery month specified in this Agreement
and at the delivery location that corresponds to the delivery location specified in this Agreement, as reported in
Platt's Oilgram Price Report ("Platt's") for the date on which the Liquidating Party terminates this Agreement. If
Platt's reports a range of prices for crude oil on that date, the Market Price shall be the arithmetic average of the high
and low prices reported by Platt's. If Platt's does not report prices for the crude oil being sold under this Agreement,
the Liquidating Party shall determine the Market Price of such crude oil in a commercially reasonable manner,
unless otherwise provided in this Agreement.

(6) Payment of Settlement Amount. Any Settlement Amount due upon termination of this Agreement
shall be paid in immediately available funds within two business days after the Liquidating Party terminates this
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Agreement. However, if this Agreement provides for more than one Commodity Transaction, or if Settlement
Amounts are due under other agreements terminated by the Liquidating Party, the Settlement Amounts due to each
party for such Commodity Transactions and/or agreements shall be aggregated. The party owing the net amount
after such aggregation shall pay such net amount to the other party in immediately available funds within two
business days after the date on which the Liquidating Party terminates this Agreement.

(7) Miscellaneous. This section shall not limit the rights and remedies available to the Liquidating Party
by law or under other provisions of this Agreement. The parties hereby acknowledge that this Agreement
constitutes a forward contract for purposes of Section 556 of the U.S. Bankruptcy Code.

I. Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude
oil delivered hereunder during any calendar month shall be considered to have been delivered in equal daily
quantities during such month.

J. Exchange Balancing: If volumes are exchanged, each party shall be responsible for maintaining the exchange in
balance on a month-to-month basis, as near as pipeline or other transportation conditions will permit. In all events
upon termination of this Agreement and after all monetary obligations under this Agreement have been satisfied, any
volume imbalance existing at the conclusion of this Agreement of less than 1,000 barrels will be declared in
balance. Any volume imbalance of 1,000 barrels or more, limited to the total contract volume, will be settled by the
underdelivering party making delivery of the total volume imbalance in accordance with the delivery provisions of
this Agreement applicable to the underdelivering party, unless mutually agreed to the contrary. The request to
schedule all volume imbalances must be confirmed in writing by one party or both parties. Volume imbalances
confirmed by the 20th of the month shall be delivered during the calendar month after the volume imbalance is
confirmed. Volume imbalances confirmed after the 20th of the month shall be delivered during the second calendar
month after the volume imbalance is confirmed.

K. Delivery, Title, and Risk of Loss: Delivery, title, and risk of loss of the crude oil delivered hereunder shall pass
from Seller to Buyer as follows: For lease delivery locations, delivery of the crude oil to the Buyer shall be effected
as the crude oil passes the last permanent delivery flange and/or meter connecting the Seller's lease/unit storage
tanks or processing facilities to the Buyer's carrier. Title to and risk of loss of the crude oil shall pass from Seller to
Buyer at the point of delivery.

For delivery locations other than lease/unit delivery locations, delivery of the crude oil to the Buyer shall be effected
as the crude oil passes the last permanent delivery flange and/or meter connecting the delivery facility designated by
the Seller to the Buyer's carrier. If delivery is by in-line transfer, delivery of the crude oil to the Buyer shall be
effected at the particular pipeline facility designated in this Agreement. Title to and risk of loss of the crude oil shall
pass from the Seller to the Buyer upon delivery.

L. Term: Unless otherwise specified in the Special Provisions, delivery months begin at 7:00 a.m. on the first day of
the calendar month and end at 7:00 a.m. on the first day of the following calendar month.
M. Governing Law: This Agreement and any disputes arising hereunder shall be governed by the laws of the State
of Texas.


N. Necessary Documents: Upon request, each party agrees to furnish all substantiating documents incident to the
transaction, including a Delivery Ticket for each volume delivered and an invoice for any month in which the sums
are due.
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O. Waiver: No waiver by either party regarding the performance of the other party under any of the provisions of
this Agreement shall be construed as a waiver of any subsequent performance under the same or any other
provisions.

P. Assignment: Neither party shall assign this Agreement or any rights hereunder without the written consent of the
other party unless such assignment is made to a person controlling, controlled by or under common control of
assignor, in which event assignor shall remain responsible for nonperformance.

Q. Entirety of Agreement: The Special Provisions and these General Provisions contain the entire Agreement of the
parties; there are no other promises, representations or warranties. Any modification of this Agreement shall be by
written instrument. Any conflict between the Special Provisions and these General Provisions shall be resolved in
favor of the Special Provisions. The section headings are for convenience only and shall not limit or change the
subject matter of this Agreement.

R. Definitions: When used in this Agreement, the terms listed below have the following meanings:
"API" means the American Petroleum Institute.
"ASME" means the American Society of Mechanical Engineers.
"ASTM" means the American Society for Testing Materials.
"Barrel" means 42 U.S. gallons of 231 cubic inches per gallon corrected to 60 degrees Fahrenheit.
"Carrier" means a pipeline, barge, truck, or other suitable transporter of crude oil.
"Crude Oil" means crude oil or condensate, as appropriate.
"Day," "month," and "year" mean, respectively, calendar day, calendar month, and calendar year, unless
otherwise specified.
"Delivery Ticket" means a shipping/loading document or documents stating the type and quality of crude
oil delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and
S&W content.
"Invoice" means a statement setting forth at least the following information: The date(s) of delivery under
the transaction; the location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to
the price(s) (where applicable); and the term(s) of payment.
"S&W" means sediment and water.
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Assignment Sale of Goods

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Assignment Sale of Goods

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Assignment on the Sale of Goods Contract

Nabil Islam (ZR-26)

Legal Environment of Business

Date of Submission: September 5, 2019

2. The assignment section of the contract states that,

3. The limitation of liability section of the contract states that,

4. According to the tax section of the contract,

5. According to other terms and conditions section of the contract,

can’t inspect until after payment.”

day etc. needs to be mentioned.

Kansas Sweet type Crude Oil.

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