STORAGE MANAGEMENT AGREEMENT

STMA XXXX/20- SELLER / BUYER

SGS Société Générale de Surveillance SA

SELLER
BUYER

Dated XX.XX.202X

SGS Société Générale de Surveillance SA 1 place des Alpes P.O. Box 2152 CH-1211 Geneva 1 t +41 (0)22 739 91 11 f +41 (0)22 739 98 86
www.sgs.com
Member of the SGS Group (SGS SA)
 INDEX

STORAGE MANAGEMENT AGREEMENT ........................................................................................ 3

Article I - Definitions............................................................................................................................. 3
Article II - Appointment ........................................................................................................................ 4
Article III - Obligations of the Parties ................................................................................................... 5
Article IV - Storage Management Related Activities ........................................................................... 8
Article V - Representations and Acknowledgements of the Buyer .................................................... 11
Article VI - Insurance ......................................................................................................................... 11
Article VII - Liability of the Parties; Indemnification ........................................................................... 12
Article VIII - Compensation and Payment ......................................................................................... 13
Article IX - Delegation ........................................................................................................................ 14
Article X - Term and Termination ...................................................................................................... 14
Article XI - Force Majeure .................................................................................................................. 15
Article XII - Governing Law and Jurisdiction...................................................................................... 15
Article XIII - Miscellaneous ................................................................................................................ 15
ANNEX I ............................................................................................................................................ 18
DESCRIPTION OF THE SERVICES ................................................................................................ 18
ANNEX II ........................................................................................................................................... 19
FEES AND EXPENSES .................................................................................................................... 19
ANNEX III .......................................................................................................................................... 20
WAREHOUSE RECEIPT FORMAT .................................................................................................. 20
ANNEX IV .......................................................................................................................................... 21
RELEASE ORDER FORMAT ............................................................................................................ 21
ANNEX V ........................................................................................................................................... 22
DELIVERY NOTE FORMAT.............................................................................................................. 22
ANNEX VI .......................................................................................................................................... 23
ADDENDUM FORMAT...................................................................................................................... 23
ANNEX VII ......................................................................................................................................... 24
GENERAL CONDITIONS OF SERVICES ........................................................................................ 24

Page 2 of 26
 STORAGE MANAGEMENT AGREEMENT

This Storage Management Agreement (the “Agreement”) is entered into as of the 22.07.2020 (the
“Effective Date”) by and between SGS SOCIETE GENERALE DE SURVEILLANCE SA, having its
registered office at 1 place des Alpes, P.O. Box 2152, CH-1211 Geneva 1, Switzerland (hereinafter
“SGS”) and SELLER, having its registered office at XXXXXX, a company duly incorporated under the
laws of XXXXXX (hereinafter referred to as the “Seller”) and BUYER., having its registered office at
XXXXX , a company duly incorporated under the laws of XXXXX (hereinafter the “Buyer”). Each of
SGS, the Seller and the Buyer to be referred to individually as a “Party” and collectively, where the
context so permits, as the “Parties”.

Whereas the Seller is the owner of Goods.

Whereas the Buyer and the Seller wish SGS to provide the services described in Annex I to the Seller,
and SGS has agreed to do so upon the terms and conditions mentioned hereinafter.

Now, therefore, the Parties hereto agree as follows:

Article I - Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following
meanings:

“Addendum” shall mean an addendum to this Agreement substantially in the form set forth as Annex
VI and which forms an integral part hereof.

“Beneficiary” shall mean the receiving party of the Goods as defined in the Release instructions
issued by the Seller, or any other party duly designated by said receiving party

“Delivery Note” shall mean the document signed by the Beneficiary and substantially in the form set
forth as Annex V and which forms an integral part hereof

“Goods” shall mean any agricultural merchandise, in sound condition, to the exception of oils, liquids,
fats and molasses in bulk, that may be subject to the terms of this Agreement by an Addendum
accepted by the Parties to this Agreement and for which the issuance of one or more Warehouse
Receipts has been requested.

“Insurance Policy” shall mean the insurance policy taken by the Buyer and/or the Seller in
satisfaction of the provisions of article 6 below.
‘’Unit Value of Goods’’ shall mean the value of Goods per MT declared and notified to SGS by
SELLER under each Addendum

“Value of Goods” shall mean Unit Value of Goods multiplied by the quantity of Goods

“Normal Business Hours” shall mean 9:00 am to 5:00 pm (Warehouse local time), from Monday to
Friday, save for public holidays.

“Overtime” shall mean hours worked by SGS at the Warehouse(s) outside Normal Business Hours

“Release” or “Released” shall mean instructions provided by the Seller regarding the remittance of
the
Goods, in the form set forth as Annex IV and which forms an integral part hereof

“Services” shall mean those services to be rendered by SGS in accordance with the terms of this
Agreement and as more fully described in Annex I attached hereto, and which forms an integral part of
this Agreement.

Unexplained Shortage: Any missing unit packaging or quantity which is not explained, by fire, smoke,
earthquakes, floods, explosions, or any other Acts of God; or by theft or other forms of wrongful
acquisition or detention demonstrated by reasonable supporting documents as committed by third
parties (including by the Buyer or its employees and agents); or by decay, fermentation, oxidation,
dehydration, evaporation and all other similar types of spoilage which may occur during the storage
period.

“Warehouse” shall refer to the one or more warehouse(s) and/or silo(s) as further defined in the
relevant Addendum and made available by the Buyer for purposes of depositing and storing the Goods
which are the object of this Agreement.

“Warehouse Receipts” shall mean those receipts issued by SGS to the Seller and evidencing the
deposit of the Goods into the Warehouse(s) and which shall be substantially similar in format to that
which is attached hereto as Annex II and which forms an integral part hereof.

Article II - Appointment

2.1 The Seller and the Buyer hereby appoint SGS as service provider and SGS accepts such
appointment subject to the terms and conditions set forth herein, for the purpose of receiving the
Goods for storage in the Warehouse(s) for the account and benefit of the Seller.
2.2 It is expressly agreed that SGS is acting solely as a service provider and not as agent for
either the Seller or the Buyer under the terms hereof and that the provision of the Services shall not
serve to release either Seller or Buyer from any of their obligations to each other and any third party.

2.3 This Agreement is a master agreement, the terms of which shall govern all written Addenda
entered into between the Parties. Any Goods to be managed under this Agreement shall be subject to
the prior acceptance of the Parties, through the execution of an Addendum substantially similar in
format as that which is attached hereto as Annex VI, subject to art. 4.2.3 below.

Article III - Obligations of the Parties

3.1. Obligations of the Buyer

3.1.1 The Buyer, in coordination with the Seller, shall designate one or more Warehouses
which shall be placed at the disposition of SGS for the purpose of performing its
obligations hereunder. The Buyer shall ensure that SGS is provided with complete
and uninterrupted access to, and control over, such Warehouse(s) during the term of
this Agreement and shall not do or take any action or omit to take any action or grant
any access to any third party which may serve to impede SGS' complete and
uninterrupted access to, and control over, the Warehouse(s). Exclusive access
means that solely SGS, to the exclusion of any other service provider providing similar
services as SGS, shall be authorized to place seals or locks in the Warehouse(s)

3.1.2 In the event the Buyer is the lessee and not the owner of the Warehouse(s), SGS will
ask the Buyer to provide both SGS and the Seller with evidence that the lessor has
consented to the right of access and control granted to SGS hereunder or otherwise
execute or cause to be executed with any third party any lease arrangement or similar
contract necessary to ensure SGS’ right of access and control to the Warehouse(s).

3.1.3 The Buyer shall allow SGS to place the SGS name on the Warehouse(s) or to take
any other such measures as SGS may, in its sole opinion, deem useful or necessary
in order to place third parties on notice as to its control over the Warehouse(s).

3.1.4 During the term of this Agreement, the Buyer shall be fully responsible for maintaining
(or causing to be maintained) the Warehouse(s) in a condition adequate for the
storage of the Goods and will undertake (or cause to be undertaken) all necessary
repairs and maintenance. The Buyer shall be fully responsible for providing, or
causing to be provided, sufficient security in the form of security personnel and/or
security materials in order to preserve, at any time during the term of this Agreement,
the integrity of the Warehouse and of the Goods against any third party.
 3.1.5 The Buyer shall be jointly and severally liable with the Seller for the payment of all
fees and expenses charged or incurred by SGS in the performance of its duties
hereunder and as further described in Article Vlll.

3.1.6 The Buyer must immediately and expressly inform SGS upon becoming aware that
the Goods present a specific danger (for example, inflammatory nature, corrosive
qualities or explosive).

3.1.7 The Buyer must immediately and expressly inform SGS upon becoming aware that or
if such Goods contain parasites or other pests.

3.1.8 The Buyer shall be responsible for taking all such measures and paying all associated
costs as it deems necessary and appropriate under local law so as to ensure that
SGS’ right of access to, and control over, the Warehouses cannot be contested by
third parties.

3.2 Obligations of the Seller

3.2.1 The Seller shall, by not later than five (5) business days from the date of receipt of any
Goods status report from SGS, provide SGS with a list of any anomalies or other
discrepancies, which Seller has discovered, failing which, the Goods status report will
be deemed accepted by the Seller and the information contained therein shall be
taken as true and binding on the Parties.

3.2.2 The Seller shall provide SGS and the Buyer with written notice as to the identities of
those persons or entities authorised to enter the Warehouse(s) and shall further
provide SGS and the Buyer with written notice as to any changes thereto.

3.2.3 Within not less than five (5) business days prior to any Goods being delivered into the
Warehouse, the Seller shall provide the Buyer and SGS with written instructions in
accordance with clause 4.1 regarding storage and custody of the Goods as well as
with a written statement containing a description of the Goods (including quality and
type), the number of packages or units (if applicable) and the approximate weight.

3.2.4 The Seller shall provide SGS with clear written instructions as to the Release of the
Goods during Normal Business Hours, in a format substantially similar as that which is
attached hereto as Annex IV. Any instruction received after 5 pm. (Geneva time) shall
be deemed to have been received on the following business day.
 3.2.5 The Seller may notify SGS of any changes to the Value of Goods, and any such
notification shall take effect the calendar month immediately following the one of the
notification to SGS.

3.2.6 The Seller shall be responsible for payment of all fees and expenses charged or
incurred by SGS in the performance of its duties hereunder and as further described
in Article VIII below.

3.3 Joint Obligations of the Buyer and the Seller

3.3.1 Once a year the Buyer shall restack the Goods which have been inactive in the
Warehouse for twelve months in order to allow the recounting and the Seller shall
instruct the Release accordingly. Such restacking and recounting to be performed
during a period of maximum 3 months from the request of SGS, all associated costs
and expenses being at the Buyer’s charge. SGS will supervise the restacking and will
report its findings to the parties

3.4 Obligations of SGS: In addition to the Storage Management related obligations set forth in
Article IV below, SGS shall:

3.4.1 deliver those Services described in Annex I attached hereto and as further described in Article
IV below; and

3.4.2 upon being granted access to the Warehouse(s), perform such tasks as might be necessary,
such as, for example, changing the locks or placing seals, in order to ensure that solely those
SGS employees charged with performing the Services and the Seller authorised parties have
access to the Warehouse(s). For purposes of this article, the Seller hereby acknowledges that
those persons designated by Buyer require access to the Warehouse(s) to perform regular
maintenance operations and therefore expressly authorises such designated persons to
access the Warehouse(s) in the presence of SGS authorised personnel

3.4.3 not be responsible / liable to ascertain the ownership of the Goods, in case of any litigation
between the Parties and/or third parties related to the ownership and/or title and/or pledge of
the Goods.

3.4.4 Not be responsible to verify any expiration dates of the Goods and as a result SGS shall not
be liable or responsible for expired Goods
 Article IV - Storage Management Related Activities

The activities related to the management of the Goods shall be performed as follows:

4.1 Warehouse(s)
The Warehouse(s) will be pre-inspected and approved by SGS and relative pre-inspection
report will be sent to respective Parties with the following appropriate main stacking guidelines
which the Buyer will use best endeavours to follow:
• Stockpile height
• Stockpile width
• Stockpile length
• Distance between stockpiles
• Distance between stockpiles and walls
• Distance between stockpiles and roof
• Segregation from Other goods, if any accepted as per article 4.2.2

4.2 Goods

4.2.1 The Goods shall be stored in the Warehouse(s) which shall have been pre-inspected
and approved by SGS

4.2.2 Presence of any goods not subject to this Agreement (‘’Other goods’’) shall be first
accepted and approved by SGS in writing, in which case said Other goods will be
duly segregated as per SGS instructions and any access to said Other goods will be
done in presence of SGS.

4.2.3 SGS shall have full discretion to determine the maximum quantity of Goods that can
be managed under this Agreement and may refuse to accept (subject to written notice
of such refusal being given to the Seller and the Buyer), at its sole discretion, any one
or more deliveries made by the Buyer.

4.2.4 Unless otherwise agreed between the Parties, all deposits of Goods shall be made
during Normal Business Hours. However, SGS will accept any deposit which occurs
outside said Normal Business Hours, provided SGS is notified with sufficient time.
4.2.5 In the event the Seller and/or the Buyer desire SGS to perform an inspection of quality
or additional services, further subject to the payment of additional fees, SGS will do it
in accordance with its SGS General Conditions of Service attached hereto as Annex
VII, the contents of which both the Seller and the Buyer hereby declare to be accepted
by them. It is expressly agreed that the SGS General Conditions of Service shall only
and exclusively apply to additional services including inspection of quality.

4.2.6 Unless otherwise agreed in writing by SGS, SGS shall not; i) weigh or measure the
packaged Goods and is expressly authorised to rely on the weight information
provided by the Buyer and/or the Seller, ii) verify the nature of the Goods whether
contain in bags or in bulk and is expressly authorized to rely on the product
information provided by the Buyer and/or the Seller, and iii) inspect the quality of the
Goods

4.2.7 To the extent the Goods deposited are in bulk form, SGS shall supervise the weighing
or measurement of the same upon entrance to, and exit from, the Warehouse(s). In
the event the weighing or measuring mechanisms used are those of the Buyer or any
third party, SGS shall have no responsibility for the calibration thereof and disclaims
any and all liability for errors in weight or measurement resulting therefrom. SGS shall
be responsible for the weight or measurement mentioned on the Warehouse Receipts
after deduction of a variation margin to be agreed between the Parties and as
mentioned in Annex I. The agreed variation margin shall apply to the cumulative
quantity of all issued Warehouse Receipts and not to the quantity of each individual
Warehouse Receipt.

4.2.8 SGS shall immediately inform both the Buyer and the Seller of any / all problems that
it discovers or becomes aware of which may adversely affect the Goods, such that
the Buyer and the Seller can decide upon what measures should be taken in order to
preserve the value of the Goods. In cases of urgency or in the absence of any
instructions, SGS shall be authorised to take all measures it deems necessary and
appropriate for the preservation of the Goods or in order to reduce the damage. If
necessary, SGS is authorised to remove the Goods from the Warehouse(s) and
deposit them in other warehouses. All costs and expenses associated with such
operations shall be charged to, and are payable by, the Buyer.

4.2.9 SGS shall regularly (in accordance with the terms and periods agreed to with the
Seller), issue and transmit to the Seller a Goods status report.

4.2.10 SGS shall maintain a Warehouse register and issue entry and exit receipts designed
to evidence the movements of the Goods.
 4.2.11 SGS shall Release the Goods only in accordance with the provisions of article 4.4
below.

4.3 Warehouse Receipts

4.3.1 Unless the Parties have otherwise agreed, immediately upon arrival, acceptance and storage
of the Goods in the Warehouse(s), and provided all conditions as referred in article 4.1 and 4.2.2 are
fulfilled, SGS shall issue one or more Warehouse Receipts in favour of the Seller which shall serve as
proof of receipt and deposit of the Goods into the Warehouse(s).

4.3.2 The Warehouse Receipts will indicate:

a) for packaged Goods: the number of units of Goods received. Any mention of quality,
weight or nature of the Goods shall be solely based upon information received from the Buyer
and/or Seller and SGS shall have no liability or responsibility whatsoever deriving therefrom
b) for Goods in bulk form: the weight or volume of said Goods subject to the variation margin
described in article 4.2.7. Any mention of quality, or nature of the Goods shall be solely based
upon information received from the Buyer and/or the Seller and SGS shall have no liability or
responsibility whatsoever deriving therefrom.

4.3.3 The Warehouse Receipts shall be signed by duly authorised representatives of SGS, a list of
which (including specimen signatures) will be provided to the Seller upon his request.

4.3.4 Both the Buyer and the Seller hereby acknowledge and agree that the Warehouse Receipts
issued pursuant to this Agreement shall not constitute documents of title and cannot be
negotiated, transferred, endorsed or used as collateral security in any manner.

4.3.5 All Warehouse Receipts issued by SGS shall constitute annexes to this Agreement such that
all terms and conditions found herein shall apply thereto and form an integral part thereof.

4.3.6 The Warehouse Receipts shall become null and void once the Goods represented thereby are
fully Released from the Warehouse(s) in accordance with the Release instructions provided by
the Seller and once the Delivery Note has been fully executed or in case of judicial or
administrative proceedings whereby the respective Goods are seized.

4.4 Release

4.4.1 SGS shall only Release Goods to the Beneficiary upon receipt of prior written instructions of
the Seller as provided for in article 3.2.4; SGS shall not act upon any instructions
(contradictory or otherwise) as may be received from the Buyer.
4.4.2 Once (a) the Goods are Released in accordance with the Release instructions provided by the
Seller to the Beneficiary and (b) upon signature of the Delivery Note as per the template
herein attached in Annex V, then SGS shall be released from any and all obligations as
service provider with respect to such Released Goods.

4.4.3 Unless otherwise agreed between the Parties, the Goods shall be available for Release during
Normal Business Hours only. SGS shall be entitled to a surcharge for all Release activities
performed outside Normal Business Hours as further described in Annex II attached hereto.

4.4.4 SGS shall use its best efforts to execute the instructions within the time frame set forth therein
but in any event, and unless instructed by Seller or otherwise agreed between the Parties, not
later than the business day immediately following the date on which SGS received the
relevant Release instruction(s). SGS shall not be liable for any delay or failure to perform in
accordance with the Release instructions in the event such delay or failure to perform is the
result of events outside the control of SGS.

Article V - Representations and Acknowledgements of the Buyer

The Buyer hereby represents and acknowledges as follows:

5.1 The Buyer guarantees to maintain the good condition of the Goods deposited into the
Warehouse(s) and, if such Goods are in package form, the good condition of such packaging.
Further, the Buyer guarantees that the nature and the quality of the Goods are in accordance
with the information of the Warehouse Receipt. Unless otherwise agreed, SGS shall be under
no obligation to inspect the quality of the Goods deposited or the quality of the packaging.

5.2 The Buyer represents and warrants that all the Goods deposited pursuant to the terms of this
Agreement are the exclusive property of the Seller.

5.3 The Buyer agrees and acknowledges that, by the act of depositing the Goods with SGS, the
Buyer shall definitively renounce all rights to demand the return of the Goods from SGS unless
SGS has first received the prior written authorisation of the Seller.

5.4 The Buyer represents and warrants that all the Goods deposited pursuant to the terms of this
Agreement are not its property.

Article VI - Insurance

6.1 The Buyer and/or the Seller hereby confirm that they have taken out an Insurance Policy on
the
Goods for the Value of Goods against all risk and, therefore, SGS is expressly released from
 any and all responsibility to provide insurance coverage except for standard contractual and
third party liability and professional indemnity. Upon request from SGS, the Buyer and/or
Seller shall promptly provide a copy of the Insurance Policy above mentioned.

Article VII - Liability of the Parties; Indemnification

7.1. Liability of, and Indemnification by, the Buyer:

The Buyer shall be liable to the Parties hereto and/or any third party for any injury or damage
arising from incorrect, misleading and/or incomplete information with respect to the Goods or
the Warehouse(s) placed at the disposition of SGS pursuant to this Agreement (b) any action
or omission by the Buyer materially preventing SGS from accessing the Warehouse(s) (c) to
the extent the Warehouses are leased, subleased or otherwise made available to SGS, the
early termination of said lease or sublease or availability due to any non-compliance by the
Buyer (or any related third party) with any terms under such agreement in place with the
owner of the Warehouses. The Buyer shall indemnify the Parties against any and all claims in
respect of any injury, loss or damage caused as aforesaid and shall further bear all charges,
costs, fees and disbursements incurred in respect of all legal proceedings or intended legal
proceedings effected by or against one or more of the Parties hereto in relation to such injury,
loss or damage.

7.2 Liability of, Indemnification by, the Seller: The Seller shall be liable to the Parties hereto and/or
any third party for any injury or physical damage arising from incorrect, misleading and/or
incomplete instructions provided by the Seller. The Seller shall indemnify the Parties against
any and all claims in respect of any injury or physical damage caused as aforesaid and shall
further bear all charges, costs, fees and disbursements incurred in respect of all legal
proceedings or intended legal proceedings effected by or against one or more of the Parties
hereto in relation to such injury or physical damage and this within the limit of the Value of
Goods.

7.3 Liability of, Indemnification by, SGS:

7.3.1 SGS shall solely be liable to the Seller for any Unexplained Shortages of Goods or, in
the case of bulk Goods, for any Unexplained Shortages in the quantity established
pursuant to the terms of article 4.2.7 above

7.3.2 SGS shall in no way be liable for any depreciation of the Goods nor of the packaging.

7.3.3 SGS shall in no way be liable for any damages arising or resulting directly from the
natural qualities of the Goods (including any inherent vice) or any defect in packaging.
 7.3.4 The Buyer acknowledges and accepts that SGS shall act in accordance with
instructions received from the Seller and, as a result, the Buyer shall not hold SGS
liable for any action taken or not taken in accordance with the instructions received
from the Seller.

7.3.5 The Buyer acknowledges and agrees that the Services provided by SGS within the
frame of this Agreement are for the sole benefit of the Seller and that SGS shall be
liable solely to Seller for any matter arising out of these Services. The Buyer
acknowledges and agrees therefore that SGS shall have no liability to the Buyer in the
event of losses to the Goods and the Buyer hereby waive irrevocably any right which
the Buyer may have against SGS in the event that Goods should be found missing.

7.3.6 SGS shall in no way be liable for any indirect losses or consequential damages, such
as (but not limited to) loss of profit, loss due to any drop in market value or the cost
related to the acquisition of replacement goods.

7.3.7 SGS shall be entitled to act in accordance with a judicial or administrative order, or
similar order, without incurring any liability or responsibility. All actions to protect the
Goods or otherwise defend against the order or similar shall be for the account of the
Buyer and/or the Seller

7.3.8 SGS shall be released from all liability for all claims for loss, damage or expense by
application of this Agreement unless a written notice is served to SGS within thirty
days of discovery of the facts alleged to justify a claim against SGS,

Article VIII - Compensation and Payment

8.1 SGS shall be entitled to receive the fees and expenses described in Annex III hereto
(collectively, the “Compensation”) from the Seller. Such Compensation shall begin to be
charged as of the date indicated on the Warehouse Receipt as being the one on which the first
of the Goods were received into the Warehouse(s) by the Buyer and shall cease to be
charged upon signature of the Delivery Note as per the template herein attached in Annex V
or in the absence of said Delivery Note, when the Warehouse is emptied or until the date
instructed by the Seller.

8.2 The Seller shall pay to SGS the Compensation directly within thirty (30) days from the date of
issuance of any invoice (the “Due Date”) in the currency agreed in Annex II, failing which
interest will become due at a rate of 5% per year from the Due Date up to and including the
date payment is actually received.
 Notwithstanding the above, should the Seller fail to make payment by the Due Date, SGS
shall be entitled to, subject to prior written notice sent to the Buyer and the Seller, suspend
the Release of the Goods held in storage for so long as the unpaid invoices remain
outstanding or sufficient guarantees are not given

8.3 All Compensation payable to SGS shall be net of any and all taxes and other mandatory
payments, including VAT, charged or which may be imposed in the future in relation to SGS’
services described herein and the Seller agrees that it will be responsible for the payment of
all such taxes.

8.4 Invoice will be issued to SELLER

Article IX - Delegation

SGS shall either perform the Services itself or shall delegate some or all of its obligations under this
Agreement to an SGS affiliate company, a sub-contractor or an agent but shall nevertheless remain
responsible and liable for the performance of the obligations under this Agreement.

Article X - Term and Termination

10.1 This Agreement shall commence as of the Effective Date and shall remain effective for a
period of one year and shall be automatically renewed for successive periods of one year
unless terminated by SGS or the Seller with not less than thirty (30) days prior written notice
sent via fax or registered mail, which termination shall become effective on the last day of the
following month (the “Termination Date”). The Buyer may not unilaterally terminate this
Agreement without the prior written consent of the Seller.

10.2 Upon termination of this Agreement, SGS will deliver the Goods to the Beneficiary. In the
event of termination by SGS, and upon the written request of the Seller sent via fax or
registered mail prior to the Termination Date, this Agreement may be extended up to such
date as the Seller is able to appoint a new collateral manager but in any event such extension
shall not exceed sixty (60) days from the Termination Date (the “Extended Termination Date”).

10.3 If, at the Termination Date or, as the case may be, the Extended Termination Date, any fees
due to SGS remain unpaid and outstanding, SGS may (but shall not be required to) sell the
Goods still under this Agreement and apply the proceeds from such sale to the unpaid invoice
amounts after which the remaining sales proceeds, if any, shall be paid to the Seller

10.4 In any event this Agreement shall be considered to be null and void ab initio if the Buyer fails
to deliver any Goods for storage to SGS within 90 days from the Effective Date.
10.5 Termination of this Agreement implies the termination of each Addendum. Under the same
terms and conditions as mentioned here above, SGS or the Seller may terminate a specific
Addendum in which case this Agreement and the remaining Addenda shall continue to be in
full force and effect.

Article XI - Force Majeure

11.1 No Party hereto shall be held responsible for any delay or failure in performance of any of its
obligations hereunder if such delay or failure arises or is caused by an act of Force Majeure.

11.2 In the event any Party is delayed or prevented from complying with its obligations under this
Agreement due to an act of “Force Majeure” it shall immediately give notice to the other
Parties of such fact and if possible, with an estimated date by which the contingency will be
removed and the other Parties may suspend the performance of their respective obligations
until the contingency is removed. If the contingency cannot be permanently removed, or if a
contingency results in a delay extending beyond six (6) months, this Agreement (upon notice
by either SGS or the Seller) shall be terminated and the Parties shall be relieved of their
further contractual obligations, except for the rights to which they may be entitled pursuant to
a settlement and final accounting.

11.3 For the purpose of this Agreement the term “Force Majeure” shall mean any cause beyond the
reasonable control of the affected Party including, without limitation, an Act of God, war, riots,
curfew, acts of the public enemy, fires, strikes, labour disputes, or any act in consequence of
compliance with any order of any government or governmental authority.

Article XII - Governing Law and Jurisdiction

12.1 This Agreement shall be governed by, and interpreted in accordance with the substantive laws
of Switzerland exclusive of any rules with respect to conflicts of laws.

12.2 All disputes arising in connection with this Agreement shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in
accordance with the said Rules. The proceedings shall take place in Geneva and shall be
conducted in English. The Parties hereby agree that all decisions rendered by the arbitrators
shall be binding and may not be appealed.

Article XIII - Miscellaneous

13.1 Any communications required or permitted to be given by any Party to the others under this
Agreement shall be sent to the other Parties at the address shown in the introduction to this
 Agreement or any other address subsequently notified by any Party to the others. Unless a
particular method has been is required by any provision of this Agreement, fax and/or email
and/or special courier communications shall be accepted. Save for gross negligence or willful
misconduct, each Party accepts no liability for any errors in transmission or falsifications which
are inherent to this type of communication.

13.2 Save as provided for in Article IX above, no Party shall assign this Agreement in whole or in
part without the prior written consent of the other Parties.

13.3 The failure of any Party hereto to enforce at any time any of the provisions of this Agreement
or to exercise any right or option which is herein provided shall in no way be construed to be
a waiver of such provisions nor in any way affect the validity of this Agreement or any part
thereof or the right of any Party to enforce thereafter each and every such right or option. No
waiver of any breach of this Agreement shall be considered or held to be a waiver of any
other or subsequent breach. Nothing shall constitute, or have the effect of, a waiver except an
instrument in writing signed by a duly authorised officer or representative of the Party against
whom such waiver is sought to be enforced which expressly, and not impliedly, waives a right
or rights or an option or options under this Agreement.

13.4 This Agreement and the Annexes hereto, which form part hereof, shall constitute the entire
agreement between the Parties with respect to its subject matter, all prior contracts,
proposals, representations, negotiations and understandings, either orally or in writing being
hereby superseded. Any amendment or modification hereof shall only be binding if it is made
in writing and signed on behalf of each Party by its duly authorised representative(s).

13.5 This Agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which, when executed, shall be deemed to be an original, and
such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed caused this Agreement to be executed in
triplicate, each of which shall be deemed an original.

Geneva, ... XXXXXX, ... XXXXXX, ...

SGS SOCIETE GENERALE DE SELLER

SURVEILLANCE SA

By: By:
Authorised signatory Authorised signatory

By: By:
Authorised signatory Authorised signatory

By: By:
Authorised signatory Authorised signatory

BUYER

By:
Authorised signatory

By:
Authorised signatory

By:
Authorised signatory
 ANNEX I

DESCRIPTION OF THE SERVICES

Storage Management Services

• Pre-inspection of the Warehouse

• Issuing related pre-inspection report with appropriate stacking guidelines
• Obtaining copy of the lease agreement or similar and when necessary issuing a sublease
agreement or similar
• Tallying bags at time of receipt in the Warehouse (intakes)
• Issuing related progress report or similar
• Issuing Warehouse Receipts
• Sending original Warehouse Receipts to the Seller with copy by electronic mail to the Buyer
• Receiving Release instructions from the Seller and authorizing related delivery from the
Warehouse
• Tallying bags at time of Release (outtakes)
• Issuing related progress report or similar
• Issuing weekly and monthly stock reports
• Keeping Goods under SGS custody and control
• Variation margin: to be agreed additionally in case the Goods deposited are in bulk
• SGS presence during Normal Business Hours, Warehouse locked and sealed by SGS outside
Normal Business Hours

Additional Services (subject to article 4.2.5 above)

At the Port (Optional) :

• Supervision of discharge of the vessel
• Issuing related report stating the number of bags discharged from the vessel

Remark: all above reports are sent via electronic mail. They are also available on SGS software
https://cma.sgs.net for which both the Seller and the Buyer will provide SGS a list of people authorized
to have access
 ANNEX II
FEES AND EXPENSES

Storage Management Services

• Tally IN (charged at time of intakes, even for transfer from Warehouse to Warehouse):
EUR 0.XX/MT

• Tally OUT (charged at time of outtakes, even for transfer from Warehouse to Warehouse):
EUR 0.XX/MT

• Stock Management fees, per calendar month and per Warehouse:

Lumpsum fees per Month – XXXX Euros per month

• Risk premium, per calendar month, 0.05% of the highest Value of Goods, basis 10pct, but in any
case, on a maximum value of goods equivalent to US$ 2’500’000.-

Overtime, to be charged separately if applicable

Administrative fees (DHL, bailiff intervention etc...) at cost

Above fees are VAT excluded and any other taxes if any are excluded

Additional Services

• Supervision of discharge (upon demand to be sent minimum 3 working days prior berthing)

EUR 0.XX/MT
 ANNEX III WAREHOUSE

RECEIPT FORMAT

[Name and Address of issuing SGS Affiliate]

WAREHOUSE RECEIPT NO.

ISSUED TO: ------------------------ SGS REF:

This is to certify that the undersigned has received the following Goods for storage in apparent good order and condition
(except as noted) subject to the STORAGE MANAGEMENT AGREEMENT entered into between SGS Société Générale de
Surveillance SA, [Name of Seller] and [Name of Buyer] dated [Month] [Day], 200[ ].

DESCRIPTION OF GOODS REMARKS / NOTES

WEIGHT:....................................... KGS

NUMBER OF PACKAGES: ......................................... DATE RECEIVED: ........................................

LOCATION OF THE WAREHOUSE: .............................................................................................................

Delivery or partial delivery of the Goods will only be made upon written instructions from [Name of Seller] in accordance
with the Storage Management Agreement referred to above.

THIS RECEIPT IS NOT A DOCUMENT OF TITLE AND CANNOT BE NEGOTIATED, TRANSFERRED OR USED AS
COLLATERAL SECURITY IN ANY MANNER.

DATE ISSUED:

By: By:
Name: Name:
Title: Title:
 ANNEX IV RELEASE

ORDER FORMAT

RELEASE ORDER NO : ……….

FROM : ……
TO : SGS Société Générale de Surveillance SA – Geneva
Attn : …
Date : ….

Dear Sirs,
With reference to the Storage Management Agreement no ….., we hereby instruct you the following
Release:

Goods:
Vessel:
To be released to*: ……(please mention the entity + contact name and telephone number)....
Quantity to be released: …bags .... MT
Warehouse identification:

Balance quantity after this release is: …. Bags / MT

Authorized signatories**

*please mention the entity to whom the Goods have to be remitted or indicate if release is for reconditioning or
for transfer to another warehouse. In case of transfer, please indicate the warehouse to which Goods have to be
transferred

**only the persons mentioned as duly authorized to sign the Release instructions shall sign, in contrary case SGS
will suspend the execution of the Release until its regularization
 ANNEX V

DELIVERY NOTE FORMAT

DELIVERY NOTE

Storage Management Agreement Ref. :

Contracting parties :
Goods :
Quantity :
Warehouse identification :
Vessel :
Release order nr :

The Undersigned Mr ……
Acting on behalf of SGS (..affiliate…) certifies that:

Goods received according to the above Agreement, have been delivered to (..entity mentioned on
the Release order....)………. in conformity with the Release order Nr ……dated …, received from
(Seller)……..

The Undersigned Mr ….
Acting on behalf of ..........(..entity mentioned on the Release order....) certifies that:

Delivery has been taken of the Goods listed below:

Goods : ......
Quantity Received : ..... bags / MT
Date : .....

STAMP & SIGNATURE OF THE BENEFICIARY STAMP & SIGNATURE OF

(entity mentioned on the Release order) (SGS affiliate)
 ANNEX VI

ADDENDUM FORMAT

ADDENDUM N°
Further to the Storage Management Agreement N°………………. between (BUYER.) (hereinafter the
“Buyer”), SGS Société Générale de Surveillance SA, Geneva (hereinafter “SGS”) and SELLER
(hereinafter the “Seller”) entered into on the and in force as from such date
(hereinafter the “Agreement”), the three Parties hereby expressly agree that the terms of said
agreement shall apply to the following shipment:

• Goods :

• Quantity :

• Vessel :

• B/L references :

• Country/Port of discharge :

• Warehouse(s) identification :

• Variation Margin :

• Value of Goods :

All other terms and conditions of the Agreement to which the present Addendum is incorporated remain in full
force and effect.

Effective Date of the Addendum:

The three Parties have executed this Addendum N° ………………., the ……. of …………….20.

SGS Société Générale de Surveillance SA,

Geneva

SELLER

BUYER
 ANNEX VII

GENERAL CONDITIONS OF SERVICES

1. General
(a) Unless otherwise agreed in writing or except where they are at variance with (i) the regulations governing
services performed on behalf of governments, government bodies or any other public entity or (ii) the mandatory
provisions of local law, all offers made or services provided by SGS SA or any of its affiliated companies or any of
their agents (each a “Company”) and all resulting contracts or other arrangements shall be governed by these
general conditions of service (hereinafter the “General Conditions”).
(b) The Company may perform services for persons or entities (private, public or governmental) issuing
instructions
(hereinafter, the “Client”).
(c) Unless the Company receives prior written instructions to the contrary from Client, no other party is entitled to
give instructions, particularly on the scope of the services or the delivery of reports or certificates resulting
therefrom (the “Reports of Findings”). Client hereby irrevocably authorises the Company to deliver Reports of
Findings to a third party where so instructed by Client or, at its discretion, where it implicitly follows from
circumstances, trade custom, usage or practice.
2. Provision of Services
(a) The Company will provide services using reasonable care and skill and in accordance with Client's specific
instructions as confirmed by the Company or, in the absence of such instructions:
(1) the terms of any standard order form or standard specification sheet of the Company; and/or
(2) any relevant trade custom, usage or practice; and/or
(3) such methods as the Company shall consider appropriate on technical, operational and/or financial grounds.

(b) Reports of Findings issued further to the testing of samples contain the Company’s opinion on those
samples
only and do not express any opinion upon the lot from which the samples were
drawn.
(c) Should Client request that the Company witness any third party intervention, Client agrees that the
Company’s sole responsibility is to be present at the time of the third party’s intervention and to forward the results,
or confirm the occurrence, of the intervention. Client agrees that the Company is not responsible for the condition
or calibration of apparatus, instruments and measuring devices used, the analysis methods applied, the
qualifications, actions or omissions of third party personnel or the analysis results.
(d) Reports of Findings issued by the Company will reflect the facts as recorded by it at the time of its
intervention only and within the limits of the instructions received or, in the absence of such instructions, within the
limits of the alternative parameters applied as provided for in clause 2(a). The Company is under no obligation to
refer to, or report upon, any facts or circumstances which are outside the specific instructions received or
alternative parameters applied.
(e) The Company may delegate the performance of all or part of the services to an agent or subcontractor and
Client authorises Company to disclose all information necessary for such performance to the agent or
subcontractor.
(f) Should Company receive documents reflecting engagements contracted between Client and third parties or
third party documents, such as copies of sale contracts, letters of credit, bills of lading, etc., they are considered to
be for information only, and do not extend or restrict the scope of the services or the obligations accepted by the
Company.
(g) Client acknowledges that the Company, by providing the services, neither takes the place of Client or any third
party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to
discharge any duty of Client to any third party or that of any third party to Client.
(h) All samples shall be retained for a maximum of 3 months or such other shorter time period as the nature of the
sample permits and then returned to Client or otherwise disposed of at the Company’s discretion after which time
Company shall cease to have any responsibility for such samples. Storage of samples for more than 3 months shall
incur a storage charge payable by Client. Client will be billed a handling and freight fee if samples are returned.
Special disposal charges will be billed to Client if incurred.
3. Obligations of Client
The Client will:
(a) ensure that sufficient information, instructions and documents are given in due time (and, in any event not later
than
48 hours prior to the desired intervention) to enable the required services to be
performed;
(b) procure all necessary access for the Company's representatives to the premises where the services are to be
performed and take all necessary steps to eliminate or remedy any obstacles to, or interruptions in, the performance
of the services;
(c) supply, if required, any special equipment and personnel necessary for the performance of the
services;
(d) ensure that all necessary measures are taken for safety and security of working conditions, sites and
installations during the performance of services and will not rely, in this respect, on the Company's advice whether
required or not;
(e) inform Company in advance of any known hazards or dangers, actual or potential, associated with any order
or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or
materials, environmental pollution or poisons;
(f) fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a
third party and at law.
4. Fees and Payment
(a) Fees not established between the Company and Client at the time the order is placed or a contract is negotiated
shall be at the Company’s standard rates (which are subject to change) and all applicable taxes shall be payable by
Client.
(b) Unless a shorter period is established in the invoice, Client will promptly pay not later than 30 days from the
relevant invoice date or within such other period as may be established by the Company in the invoice (the “Due
Date”) all fees due to the Company failing which interest will become due at a rate of 1.5% per month (or such other
rate as may be established in the invoice) from the Due Date up to and including the date payment is actually
received.
(c) Client shall not be entitled to retain or defer payment of any sums due to the Company on account of any
dispute, counter claim or set off which it may allege against the Company.
(d) Company may elect to bring action for the collection of unpaid fees in any court having competent
jurisdiction. (e) Client shall pay all of the Company's collection costs, including attorney's fees and related
costs.
(f) In the event any unforeseen problems or expenses arise in the course of carrying out the services the
Company shall endeavour to inform Client and shall be entitled to charge additional fees to cover extra time and
cost necessarily incurred to complete the services.
(g) If the Company is unable to perform all or part of the services for any cause whatsoever outside the
Company’s control including failure by Client to comply with any of its obligations provided for in clause 3 above the
Company shall nevertheless be entitled to payment of:
(1) the amount of all non-refundable expenses incurred by the Company;
and
(2) a proportion of the agreed fee equal to the proportion of the services actually carried
out.
5. Suspension or Termination of
Services
The Company shall be entitled to immediately and without liability either suspend or terminate provision of the
services in the event of:
(a) failure by the Client to comply with any of its obligations hereunder and such failure is not remedied within 10
days that notice of such failure has been notified to Client; or
(b) any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation
of business by Client.
6. Liability and Indemnification
(a) Limitation of Liability:
(1) The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity.
Creditors seeking a guarantee against loss or damage should obtain appropriate insurance.
(2) Reports of Findings are issued on the basis of information, documents and/or samples provided by, or
on behalf of, Client and solely for the benefit of Client who is responsible for acting as it sees fit on the basis of
such Reports of Findings. Neither the Company nor any of its officers, employees, agents or subcontractors
shall be liable to Client nor any third party for any actions taken or not taken on the basis of such Reports of
Findings nor for any incorrect results arising from unclear, erroneous, incomplete, misleading or false
information provided to the Company.
(3) The Company shall not be liable for any delayed, partial or total non-performance of the services
arising directly or indirectly from any event outside the Company’s control including failure by Client to comply
with any of its obligations hereunder.
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(4) The liability of the Company in respect of any claim for loss, damage or expense of any nature and
howsoever arising shall in no circumstances exceed a total aggregate sum equal to 10 times the amount of
the

Page 26 of
 fee paid in respect of the specific service which gives rise to such claim or US$20,000 (or its equivalent in
local currency), whichever is the lesser.
(5) The Company shall have no liability for any indirect or consequential loss (including loss of
profits).
(6) In the event of any claim, Client must give written notice to the Company within 30 days of discovery of
the facts alleged to justify such claim and, in any case, the Company shall be discharged from all liability for
all claims for loss, damage or expense unless suit is brought within one year from:
(i) the date of performance by the Company of the service which gives rise to the claim; or
(ii) the date when the service should have been completed in the event of any alleged non-
performance. (b) Indemnification: Client shall guarantee, hold harmless and indemnify the Company and its
officers, employees,
agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of
whatsoever nature including all legal expenses and related costs and howsoever arising relating to the
performance,
purported performance or non-performance, of any services.
7. Miscellaneous
(a) If any one or more provisions of these General Conditions are found to be illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(b) During the course of providing the services and for a period of one year thereafter Client shall not directly or
indirectly entice, encourage or make any offer to Company’s employees to leave their employment with the
Company.
(c) Use of the Company’s corporate name or registered marks for advertising purposes is not permitted without
the Company’s prior written authorisation.
8. Governing Law, Jurisdiction and Dispute Resolution
Unless specifically agreed otherwise, all disputes arising out or in connection with Contractual Relationship(s)
hereunder shall be governed by the substantive laws of Switzerland exclusive of any rules with respect to conflicts
of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or
more arbitrators appointed in accordance with the said rules. The arbitration shall take place in Paris (France) and
be conducted in the English language.

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