FUEL SUPPLY AGREEMENT

Transaction No.: ___________/_____-/2022

Date: ___________, 2022

This Fuel Supply Agreement is entered into by and between:

KNOW ALL MEN BY THESE PRESENTS:

BEI HAI IMPORT / EXPORT INC., a business entity duly organized and existing
under the laws of the Philippines with principal address of business at Unit 6 2/F
Esperanza Business Center, Pines Executive Village, M.L. Quezon Extension, Brgy.
San Roque, Antipolo City Philippines, herein represented by RICARDO Q. CENA,
President (Hereinafter called “The Seller”);

AND

______________________________, a business entity duly organized and existing under

the laws of the Philippines with principal address of business at
______________________________, Philippines, herein represented by its
_______________, _______________ (Hereinafter called “The Buyer”);

WITNESSETH

WHEREAS, the Seller is engaged in the Importation and distribution of petroleum

products.

WHEREAS, the Buyer is engaged in the trading of petroleum products mainly Automotive
Diesel Oil (ADO).

WHEREAS, the Buyer requires big volume of Automotive Diesel Oil to supply its network
of buyers and re-sellers and the Seller is willing to supply the Buyer its requirements of
diesel and other petroleum products.

NOW, THEREFORE, the parties hereby agree to enter into this Fuel Supply Agreement
under the following terms and conditions.

1- COMMODITY:

EN590 10PPM AUTOMOTIVE DIESEL OIL

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2-SPECIFICATIONS & QUALITY:

As per attached ANNEX 01 of the Contract.

3- FUEL DEPOT LOCATION:

Philippine Coastal and Pipeline Corporation (PSPC), Subic Bay Freeport Zone,
Zambales, Philippines

4- TOTAL VOLUME:

30,000,000 LITERS (THIRTY MILLION LITERS) plus or minus 10% – SCHEDULE OF

DELIVERY TO BE ADVISED BY THE SELLER.

5- SELLING PRICE:

__________ PESOS (PHP __________) PER LITER (Inclusive of Value Added Tax –
VAT) ALL IN (buyers counter offer), pick up from the Seller’s nominated storage facility
at PCSPC, Subic bay Freeport Zone, Zambales, Philippines. which means all importation
related expenses have been paid, duties and taxes (including excise tax) have been
settled, cost of CME and fuel marking already included.

6- MODE OF PAYMENT:

Within Three (3) banking days upon signing this contract, the Total Contract Value shall be
deposited by Buyer in an escrow account with the designated bank pursuant to an Escrow
Agreement. The escrowed funds shall be released to the Seller as follows:

 Upon confirmation of the Full POP which include Bill of Lading with shipping agent’s
successful coordination with the vessel shipmaster, Buyer shall release 50% of the Total
Contract Value from escrow and deposit the same to the designated bank account of the
Seller.

 Upon vessel arrival, Quality & Quantity test to be performed at discharged port, upon
satisfactory survey test result and presentation by the Seller to the Buyer of “Authority
to Release Imported Goods” (ATRIG), Buyer shall release the remaining 50% balance of
the Total Contract Value from escrow and deposit the same to the designated bank
account of the Seller before the fuel is injected into shore tanks, fuel marking conducted.
All relevant documents shall be handed over to the Buyer.

7- TOTAL CONTRACT VALUE:

PHP ____________________ (______________________________ PESOS), plus or minus

10%.

8- SELLERS PROCEDURE:

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LANDED PURCHASE PROCEDURE

8.1 SELLER issues Soft Corporate Offer to BUYER;

8.2 BUYER issues Letter of Intent to SELLER;

8.3 SELLER issues Full Corporate Offer to BUYER;

8.4 BUYER issues ICPO to SELLER;

8.5 SELLER issues Draft Fuel Supply Agreement (FSA) for BUYER’s review and
signing. Seller will also issue Proforma Invoice;

8.6 BUYER signs and return the FSA for finalization and notarization. Commercial
Invoice signed and sent back to the SELLER;

8.7 SELLER registers and legalizes the signed FSA contract;

8.8 BUYER deposits funding intended for payment of the commodity in an escrow
account and shall execute an Escrow Agreement with SELLER and designated
bank;

8.9 SELLER issues FULL POP documents to BUYER, as enumerated below:

Certificate of Origin
Commitment to Supply
Allocation Title Ownership Certificate.
Bill of Lading.
Vessel Questionnaire 88.
SGS Quality and Quantity Certificate from Loading Port

8.10 Upon confirmation of the Full POP which include Bill of Lading with shipping
agent’s successful coordination with the vessel shipmaster, Buyer shall release
50% of the Total Contract Value from escrow and deposit the same to the
designated bank account of the Seller.

8.11 Upon vessel arrival, Quality & Quantity test to be performed at discharged port,
upon satisfactory survey test result and presentation by the Seller to the Buyer
of “Authority to Release Imported Goods” (ATRIG), Buyer shall release the
remaining 50% balance of the Total Contract Value from escrow and deposit the
same to the designated bank account of the Seller before the fuel is injected into
shore tanks, fuel marking conducted. All relevant documents shall be handed
over to the Buyer.

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 8.12 Shipment arrived, Quality & Quantity test to be performed at discharged port,
upon satisfactory survey test result, fuel injected into shore tanks, fuel marking
conducted. All relevant documents handed over to BUYER.

8.13 SELLER to pay commission to all Agents involved in the transaction.

8.14 Seller shall allow the Buyer to store the stocks at its depot facility free of charge
for 30 days commencing from the starting date of discharging the stocks. At the
end of 30 days, the Seller shall charge the Buyer PHP0.50 per liter per month on
the remaining balance of the cargo regardless of whether such remaining
balance is completely hauled out in less than 30 days.

9- SELLER’S BANKING DETAILS:

Bank Name: Philippine Business Bank (PBB) – J. Abad Santos Branch

Bank Address: 1737 - 1739 J Abad Santos Ave, Tondo, Manila, 1012 Metro
Manila
Account Name: Bei Hai Import / Export Inc.
Account Number: 02804405150019
Swift Code: PPBUPHMM

10- BUYER’S BANKING DETAILS:

Bank Name: ______________

Bank Address: ______________
Account Name: ______________
Account Number: ______________
Swift Code: ______________

11- NON-PERFORMANCE OF THE PARTIES

Should any of the parties fail to perform any of their respective obligations in this
Agreement, then the aggrieved party shall have the right to cancel the contract and
charge penalties equivalent to 2% of cargo cost, without prejudice to seeking
reimbursements, damages and other legal remedies.

12- ARBITRATION:

If any dispute arises, the two parties agree to try their utmost will to solve it by friendly
negotiation. If the dispute proves impossible to settle, all disputes arising out of or in
connection with the present agreement shall be finally settled under the Rules of
Arbitration of the Republic of the Philippines. The losing party will pay the arbitration
fee. The award of the arbitration shall be final and binding for both parties.

13- EXECUTION OF THE CONTRACT:

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 Each of the parties to this agreement represents that it has full legal authority to execute
this agreement and that each party is to be bound by the terms and conditions set forth
herein. This agreement represents the entire agreement between the parties and any
change will be made in writing and signed by both parties.

14- CONFIDENTIALITY:

Buyer and Seller respect the confidential nature of this agreement and agree to maintain
in strictest confidence the names of the parties whose identities may become known to
one another through either the tendering documents or assembly of banking and
government approvals. The parties agree to maintain strict confidentiality concerning
the identities of the parties directly or indirectly involved in this transaction. Buyer and
seller accept and agree to the provisions of the International Chamber of Commerce for
the non-circumvention and Non-disclosure with regards to the Buyer and Seller being
involved in this contract. Any parties breaching this rule will be liable for any damages
resulting from such action, regardless of whether they are committed deliberately or by
negligence.

This agreement applies the Non-Circumvention Non-Disclosure under the rule of ICC
400/500/600 in the International Trade Business.

15- IMPLEMENTATION:

Signature on this agreement signifies the intention of both parties to enter into this
contract and thus make the terms and conditions binding on both parties.

16- TERMINATION:

The mutual decision to terminate this agreement due to failure of the parties to agree on
certain terms and conditions shall be expressed in writing and signed by both parties.

Upon mutual termination of this agreement, neither party shall have the right to claim
compensation for cost neither incurred in performing its obligation hereunder, nor lost
of anticipated profit, consequential or indirect damages.

17- FORCE MAJEURE:

The Buyer and the Seller shall not be liable for delay or non-performance in whole or in
part of his contractual obligations in consequences of war, blockades, revolution,
insurrection, civil commotion, riot, mobilization, act of government or public enemy,
Act of God, plagues or other epidemics, fire, flood, sabotage, barricades, typhoon, tidal
waves, landslides, restriction, lightening, explosion or embargo, non – availability of
suitable vessel, including any change/modification in commercial laws, rules and
regulations by the Government.

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 Within 15 (fifteen) days starting on the day Force Majeure Event starts, the Affected
Party shall provide the certification/evidence of the Force Majeure event from the
chamber of commerce or authorized body to the other party.

The Affected Party shall make all reasonable efforts to mitigate the effects of the Force
Majeure Event on the performance of its obligation under this Contract; and within 07
(seven) days from the day the Force Majeure Event ends, the Affected Party shall notify
in writing to other Party that the Force Majeure Event has ended and resume
performance of its obligation under this Contract.

If the Force Majeure continues for more than two months starting on the day the Force
Majeure Event starts, the Affected Party may terminate this Contract by giving not less
than 30 (thirty) days written notice to other Party from the occurrence of the Force
Majeure.

18- ENTIRETY:

The entire Contract between the parties is contained in this written agreement and
neither representation nor oral agreement nor understanding not contained in this
Contract shall affect or alter it. All other conditions which are not stated in this contract
must be made by written and duly confirmed by “ADDENDUMS” to this agreement to
be mutually agreed by both parties. Other terms and conditions not mentioned in this
contract should be referred to incoterms 2021.

19- GENERAL CONDITIONS:

This contract comes into effect from the date of signing and both parties undertake to
execute strictly all the terms and conditions.

Acceptable email address for communication are:

Buyer’s email:

Seller’s email:

20- DURATION OF CONTRACT:

This contract shall be in force and effect until the entire volume is delivered.

FOR THE SELLER FOR THE BUYER

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 RICARDO Q. CENA _______________________________
President _______________________________

WITNESSED BY:

_______________________________ _______________________________
(Printed Name and Signature) (Printed Name and Signature)

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ANNEX 01

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SELLER SIGNATORY DRIVER’S LICENSE

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SELLER COMPANY REGISTRATION

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BUYER SIGNATORY PASSPORT

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BUYER COMPANY REGISTRATION

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Republic of the Philippines )
_______________________ ) S.S.

ACKNOWLEDGMENT

Before me, a Notary Public for and in the City of_________________, personally appeared:

Name Valid Identification Date Issued

RICARDO Q. CENA

known to me and to me known to be the same persons who executed the foregoing
instrument which they signed and acknowledged before me as their voluntary act and
deed.

The foregoing instrument relates to a Fuel Supply Agreement consisting of ___ (___) pages,
including the page on which this acknowledgment is written, and has been signed on each
and every page thereof by the Parties and their witnesses, and sealed with notarial seal.

WITNESS MY HAND AND SEAL this _____day of________2022, at __________,

Philippines.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of 2022

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