148HI' MAHARASHTRA f) 2022 0 02FEB2023 41AA 22631 3

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RAJ PETRO SPECIALITIES PVT. LTD. (A BRENNTAG GROUP COMPANY) having CIN :
U23201MH 1997PTC107800, a company incorporated under companies Act 1956, having its registered
office at Bl-101, Boomerang Business Centre, Chandivali Farm Road, Andheri (East), Mumbai 400072.
Maharashtra. India (Hereinafter refe rred t o as the Company which expression shall unless repugant to
t he context or meaning thereof, be deemed to include its successors and assigns) of ONE PART.
And

l<rancecare Logistics Private Ltd, 203, Gauri Complex, Plot No 19, Sector 11, CBD_Belapur, Navi Mumbai -
400614 (Hereinafter referred t o as the 'Transporter' or 'Carrier' which expression shall unless repugant to
t~e context or meaning thereof, be deemed t o include its hiers, successors and permitted assigns) of
OTHER PART.

Th e company and Transporter are herein after ref erred to collectively as the 'PARTIES' and individually
i5 ' PARTY'
Term

Tl-lis agreement shall take effect o n l51 Jan 2023 (the Effective Date) for a t erm of one (1) years s t hat is until
1
31' DEC 2023 . The Initial Term may be extended by the Company for a further period of one (1) year, by giving
three (3) months prior notice to the Transporter.
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 CONTENTS
1. DEFINITIONS AND INTERPRETATION ........................................................................................................ 3
2. PURPOSE ........................... ......................................................... ......................................................... .5
3. CONTRACTUAL DOCUMENTS ............................... .......................... ...................................................... 6
4. TERM ...... ................................................................... ......................... ...... .......... .................................. 6
5. ORDERS .......... ............................................................... ...................... ................................................ 6
6. CARRIER'S OBLI GATIONS ..................................................................................... ................................. ..... 7
7. VEHICLE AND EQUIPMENT .............................................. ........................................................... .......... 7
8. PERSONNEL ............. .................................... ................................................... .. ...... ..... .........................8
9. OBSTACLES OR INCIDENTS......... ... .. .......................................... .................................................. .......... 9
10. FINANCIAL AND PAYMENT TERMS ...................................................... ............................................... 10
11. DEADLINES AN D LIQUIDATED DAMAGES .................... ....................................., ..................................... 10
12. FUNDAMENTAL BUSINESS PRINCIPLES ....................................... ......... ..... .... ................... ................... 10
13. ANTI-CORRUPTION UNDERTAKINGS............... ......... .................................. ..................................... ........ 10
14. CONFIDENTIALITY ............................................................. .................................... .......... ............... ..... 10
15. USE OF CUSTOMER'S TRADEMARKS ............................. .... ........................ ........ ................................. 11
16. LIABILITY .................................................. .. ... ...................................................................................... 11
17. INSURANCE ......................... .......... ................... ............. ............ ............ ............................................. 12
18. FORCE MAJ EURE .................................. ............ ... ...................................... ...., ................................. .. . 13
19. SUBCONTRACTING AND ASSIGNMENT .............................................................................................. 13
20. AUDITS AND PERFORMANCE ASSESSMENTS ................ ....... .......................... ..................................... 14
21. COMPLIANCE WITH INTERNATIONAL ECONOM IC SANCTIONS .................................................... ...... 15
22. DATA PROTECTION .................................................................................................... ........... .................... 15
23. TERMINATION ...................................... ......... ......................... .................. .... ............................................ 16
24. NOTICES ....... .......... ..... .......................................... ....... ......... ..... ...................... .......................... ............... 17
25 . HARDSHIP .................................... ............................................... ................... 7.... ................................ 17
26. M ISCELLANEOUS .......... .................. ............ .............. .............. .... ... ...... ..... ........ .................................. 17
27. DISPUTE RESOLUTION .......... ........................................... ......... ..................................... ................ .......... 18

SCHEDULE 1 TECHNICAL TERMS OF REFERENCE ......................................... ........... .......... ...................... . 19

SCHEDULE 2 COMMERCIAL SCOPE OF WORK .............................. .................... ........ .. ................................ 20
SCHEDULE 3 LIQUIDATED DAMAGES ...................... .............. .................................: ..................................... 21
SCHEDULE 4 LIST OF AUTHORISED SUBCONTRACTORS .................................................... ......................... 22
SCHEDULE 5 CERTIFICATE OF INSURANCE ........ .............. ................. ... ................ ........ ........ .................... 23
SCHEDULE 6 CODE OF CONDUCT ........... .......... ............ ............... .......... ... ... ....... ...... ... ..... ....... ................ 24
SCHEDULE 7 ANTI-CORRUPTION UNDERTAKINGS .................................................................. .................... 26

RECITALS

Carrier is a compa ny that specialises in the ca rri age of [hazardous bulk, packaged, etc.) goods.

Customer wishes to transport bulk Prod ucts by road and Carrie r has t he necessary resources and skills
to do so.

Customer wishes to engage Ca rrier to carry Products from loading locations Silvassa to PAN India
unloading location s.

1. DEFINITIONS AND INTERPRETATION

Definitions

1.1 For the purposes of t his agreement, the terms below shall have the following meanings:

Administration Event m eans an o rder that is m ade for the appointment of an administrat o r (or
equivalent) to manage the affairs, business and property of a party or documents are filed with
a co urt of competent jurisdiction for the appointment of an administrator (or equivalent) of the
other Party or notice of intention to appoint an administrator is given by a party or its legal
representative;
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 Affiliate, means in relation to a party, any other entity which directly or indirectly controls, is
controlled by, or is under direct or indirect common control with, that party from time to time.
Agreement means t his agreement and its attachments, and any amendments to them.

Anti-Bribery & Corruption Policy means the anti-bribery and corruption policy of Customer as
may be communicated from t ime to t ime), the current copy of which is attached at schedule 7;
Applicable Law means all national, state, local, municipal legislation, regulations, statutes, by-
laws, consents and/or ot her laws and any other instrument having the force of law as may be
issued and in force from time t o time (and any amendment or subordinate provisions) relat ing to
or connected with the activities contemplated under this agreement wherever located or
performed.

Auditors means an auditor appointed by Cust omer to exercise its rights of audit under or in
connection with this agreement;
Authorised Recipient means any person to whom a party may disclose Confidential Information
under this agreement or as may be required by applicable Law
Confidential Information means this agreement and all information of any nature which a Party
may have or acquire before or after t he effective date, however conveyed (whet her in writing,
verbally, in a machine readable format or by any other means and whether directly or
indirectly), which relates to t he business, products, price lists, developments, personnel,
service providers and Customers of a party and its Affil iat es (whether or not designated as
confidentia l Information by the disclosing party), and all information designated as confidential
or which ought reasonably to be considered confidential.
Control means:

(a) the ownership or control (whether directly or indirectly) of more than 50% of the
voting share capital of the releva nt entity; or
(b) the ability to direct the casting of more than 50% of the votes exercisable at general
meetings of the relevant entity on all, or substantially all, matters; or
(c) the right to appoint or remove directors of the relevant entity hold~ng a majority of the
voting rights at meetings of t he board on all, or substantially all, matters;

and the terms controlled or controlling shall have the equivalent grammatical meaning.
Corrupt Behaviour means the offering or promising of any Inducement to induce any person to
perform their roles improperly, to influence them w ith the intention of obtaining or retaining
business or an advantage in the conduct of business;
Driver means Carrier's Personnel employed to drive vehicles.

Driver's Assistant means Carrier's Personnel (if applicable) employed to assist the driver in his
duties other than driving the vehicles.

Fleet means the fleet of trucks used by Carrier for t he services.

Force M aj eure Eve nt means any event or occurrence which prevents a party from performing
any or all of its obligations under t his agreement and which arises from, or is attributable to
acts, events, omissions or accidents which are unforeseeable and beyond t he reasonable
control of the party so prevented or affected and may include acts of God, governmental act,
war, fire, flood, explosion or civil commotion;

Code of conduct means the document in schedule 6, as may be updated

Good Industry Practice means the practices, methods and procedures and that degree of skill,
diligence, prudence, foresight and judgment which would be expected !O be observed by a highly
skilled and experienced Carrier of international repute engaged in the same or similar activities
under the same or similar circumstances;
Insolvency Event means a creditor event, Receivership Event, Administration Event or a Winding-
up Event;

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 IPR means patents, inventions (whether patentable or not), copyrights, moral rights, design
rights, trademarks, trade names, business names, service marks, brand~ logos, service names,
trade secrets, know-how, domain names, database rights and any other intellectual property or
proprietary rights (whether registered or unregistered and whether in electronic form or
otherwise) including rights in computer software, and all registrations and applications to
register any of the aforesaid items, rights in the nature of the aforesaid items in any country or
jurisdiction, any rights in the nature of unfair compet ition rights and rights to sue for passing off.

Loading Site means any storage terminal, refinery or other location indicated in an Order
where the Products are to be made available to Carr ier.
Mandatory Disclosure means any announcement or disclosure of Confidential Information that a
party is required to make under Appli cable Law or as otherwise required by any order of a court
of competent jurisdiction;
Material Breach means either:

(a) a breach of thi s agreement that the breaching party fails to remedy within 30 days of that
party being notified in writing of the breach; or
(b) a persistent pattern of minor breaches when t aken as a whole constitute a materi al
breach; or
(c) any breach of any term in this agreement w hich is designated as a mat erial breach term
and includes Articles 8, 7.12, 13, 14, 19, 20 and 23.3;
Order means the paper or electronic document by which Customer requests the services.

Party m eans either Customer or Carrier, individually; and parties means both of th em together.

Personal Information means any information relating to an identified or identifiable person who
can be identified, directly or indirectly, in particular by reference to an identification number or
t o one or more factors specific to his physical, physiological, mental, economic, cultural or social
identity;
Personnel means all employees, agents and sub-cont ract ors of a party who are assigned,
engaged or otherwise employed from time to tim e to work in connection with the performance
or discharge of a party's obligations under this agreement;

Processing means collecting, holding, using, transferring, destroying and any other dea ling in
connection with personal Information;
Product means any petroleum product t hat Customer appoints Carri er to transport.

Receivership Event means where a receiver (or eq uivalent) is appointed over any party's asset s
or undertaking or if circumst ances arise which entitle a court of competent jurisdiction or a
creditor to appoint a receiver or manager {or equivalent) of a party or if any other person takes
possession of or sells a party's assets;
Services means th e transport by road of Products sold by Cust o mer.

Terms of Reference mea ns the technical term s of reference set out in schedule 1

Unloading Site means any site indicat ed in an order at whi ch Carrier, on behalf of Customer, is to
unload and deliver th e Products t ransported to t he consignee.
Winding-up Event means an order is made or a resolution is passed for the winding-up of a
pa rty or circumstances arise which entitle a court of competent jurisdiction to make a winding-
up order of a party.

Interpretation

1.2 All references to articl es and schedu les are, unless otherwi se expressly st at ed, references
to articles of and schedules t o this agreement.

1.3 The headings in this agreement are inserted for convenience only and not affect th e
interpretation.

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1.4 The schedules form an integral part of this agreement and shall have the same force and effect
as if they were in the body of this agreement.
1.5 References to any other agreement shall be construed and have effect as a reference to the
other agreement as supplemented or amended.
1.6 Reference in this agreement to statutory provisions shall be construed as references to those
provisions as amended, consolidated, extended or re-enacted.
1. 7 In this agreement the word " including" shall be const rued as "including without limitation".

1.8 Any reference in this agreement to "writing" or similar expressions includes a reference to
a letter, fax, email or comparable written means of communication .

1.9 All references to the singular shall include references to the plural and all references to the
plural shall include references to th e singular.
1.10 All references to the masculine shall include referen ces to the feminine and all references to the
feminine shall include references to the masculine.

1.11 Except as expressly provided in this agreement, the rights and recourses in this agreement are
cumulative and not exclusive of any rights or recourses provided by law.

1.12 Unless otherwise specified, time periods within or following which any payment is to be made
or act is to be done shall be calculated by excluding t he day on which the period commences
and including the day which ends the period, and by extending the period to the next business
day following if the last day of the period is not a business day.
1.13 Whenever any action is to be taken or payment is to be made under this agreement is required
to be taken or made on a day other than a business day, such action shall be taken or payment
be made on the following business day.

1.14 The agreement shall be binding upon the parties' permitted successors and assignees.

2. PURPOSE

2. 1 The purpose of this agreement is t o describe the t erms and condit ions governing the performance of
the Services. The provisions in this agreement shall be completed by the specific provisions of each
Order.

2.2 Carrier acknowledges that it has received information regarding the Loading Site and Unloading
sites, as well as training in th e loading and unloading procedures at those sites.
2.3 Carrier represents that it:
2.3.1 is experienced in techniques appropriate for carrying the Product s,

2.3.2 has specific transport resources,

2.3.3 is aware of the dist ances to be covered and t he times necessary to cover
such distances safely, in compliance with applicable Laws; and

2.3.4 it has disclosed all information in its possession or control which is material
t o the Company entering into this Agreement, and such information does
not contain any untrue statement of material fa ct or omits to st at e a
material fact.
2.4 The parties shall review th e Fleet each year and shall record any change as an amendment
to ATTACHMENT No. 1

2.5 Carrier acknowledges that Customer does not guarantee any volume of orders.

3. CONTRACTUAL DOCUMENTS

3.1 The contractual documents that constitute the agreement are:

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 3.1.1 The Orders and their attachments;
3. 1.2 The Agreement

Schedule 1: Technical Terms of Reference

Schedule 2: Commercial scope of work/ Pricing conditions

Schedule 3: Liquidated damages

Schedule 4: List of Authorised Subcontractors

Schedule 5: Certificate of Insurance

Schedule 6: Code of conduct

Schedule 7: Anti-Corruption Undertakings

3.2 This agreement is the only agreement between the pa rties relating to its subject matter and
contains all commitments undertaken by them with respect to th e Services. It cancels and
supersedes all prior commitments, exchanges and agreements, wheth er oral or written,
relating to the same purpose.

3.3 Any changes to this agreement must be in a written amendment signed by both parties.

3.4 In the event of any conflict between this Agreement and Schedule 1 and 2, the term s of this
Agreement will prevail.

4. TERM

4 .1 This agreem ent shall take effect on 1st DEC 2022 (the Effective Date) for a term of ONE (1) years
that is until 31 st DEC 2023 .

4.2 At the end of the initial term and any ext ension, Customer has the right (at its discretion) to
renew th e Agreement for one (1) year by giving Carrier written notice at least 15 days before
the end of the Initial term or extension.
4.3 When it expires, the agreement shall be renewed wit h mutual agreement with an extension letter.

4.4 The agreement shall continue to govern orders placed before the end of the term or ext ended t erm.

5. ORDERS

Drafting and Placing Orders

5.1 Before Ca rrier performs the Services, Customer will communicate with Carrier the following
information :

5. 1.1 Services required.

5. 1.2 Details of the delivery vehicles.

5.1.3 Details of loading and delivery (date, time, Loading Site and Unloading Site).

5.1.4 Quantities and qualities of the Products.

5.1.5 other requirements and instruction s.

5.2 Carrier shall not be entitled t o refuse orders that comply wit h the agreement. Carrier shall
acknowledge receipt, in writing, of each order within (24) hours after it receives the Order. Failure
t o acknowelge shall be deemed acceptance of the order on the terms set forth by the Customer.

5.3 If Carrier begins to perform the order, it shall be deemed to have accepted it,
without reservations.
5.4 Customer shall be entitled to ca ncel an order that Carrier has not accepted by notifying Carrier
w ithin 24 hours after the end of the period in Articl e 5.2.
5.5 If Carrier accepts an order in part or with reservat ions, it shall be considered to have refused

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 the order unless Customer agrees to change it.

Handover of Products by Customer

5.6 When it has sent an order, Customer shall make the Products available to Carrier at the
Loading Site.
5.7 Customer shall provide Carrier with the transport documents and any other documents
or instructions necessary to perform the order.

6. CARRIER'S OBLIGATIONS

General obligations
6.1 Carrier shall carry out the Services in a professional manner and shall comply with :
6.1.1 Applicable Laws;
6.1.2 Good industry Practice;
6.1.3 the Terms of Reference; and
6.1.4 the methods, ethical and quality specifications and rules in this agreement.
6.2 If there is a discrepancy between the Applicable Laws and this agreement, the most restrictive
provisions in terms of safety and quality shall apply.
6.3 Carrier shall indemnify Customer against any claim or action against Customer as a result of
a breach by Carrier of any Applicable Laws.

Continuity of Business

6.4 Carrier shall adopt a business recovery plan, including for a strike by Carrier's staff, and
shall implement all resources necessary to maintai n continuous performance of the
Services without disruption.

Performance Terms and Conditions

6 .5 The details of the loading, carriage and unloading operations are in the Terms of Reference.

6 .6 If loading or delivery is delayed for any reason, Carrier shall immediately inform Customer
and take the measures specified in the Terms of Reference.

7. VEHICLE AND EQUIPMENT

7.1 Carrier undertakes th at the Fleet (and their equipment and accessories) will be:

7.1.1 appropriate for the Products to be carried;

7. 1.2 clean, well-maintained, in good working order and fit for performing the order
without risk of loss of the Product, damage or pollution;
7.1.3 equipped with all equ ipment necessary t o perform the Services in compliance
with Applicable Laws and the Terms of Reference and without prejudice to the
generality of the foregoin, equipped with all necessary gear and equipment to
transport hazardous products;
7 .1.4 able to access and connect to the facilities of the Loading Sites and Unloading

Sites;

7.1.5 used to transport Customer's Products during the term;

7.1.6 insured under a comprehensive commercia l vehicle insurance, covering loss for,

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 inter a/ia, third party liability, towing, accident, and fire;

7.1.7 covered by 24 hours break-down recovery; and

7.1.8 be in possession of and use and operation by the Carrier in accordance with all
Applicable Laws and regulations.
7.2 If a vehicle is unavailable for 4 - 8 hours for any reason, Carrier must promptly inform
Customer and offer a replacement vehicle that complies with Article 7.1. Carrier shall obtain
Customer's prior written agreement before using a replacement vehicle. The Carrier will be paid
for such other arrangement on the same rates indicated and computed on the actual quantity
carried by the vehicles.
7.3 Carrier shall immediately inform Customer if it is not possible to offer a conforming
replacement vehicle.
7.4 If during the period of the contract, due to addition of new plants/source, according to Customer's
assessment, additional trucks more than the contracted trucks is envisaged, Customer
reserves their rights to hire any truck/s, over and above the trucks mentioned in Attachment 1,
Customer will be free to hire trucks for such purpose as may be required by Customer from the
existing or new Carriers.
7.5 In case Carrier is not able to meet daily vehicle requirement across plants, the Customer
reserves their rights to hire compliant truck/s form the market and recover the incremental
freight cost charged to Customer by other Transporter.

Refusal of Non-Conforming Vehicle

7.6 Customer or a representative shall be entitled to refuse or temporarily suspend any vehicle
that does not comply with Article 7.1. If Customer does not refuse or suspend a vehicle within
fifteen days of receipt of notice with the vehicle's details, it shall be deemed to have accepted
it.
7.7 Any approval by Customer shall not discharge Carrier from its liability.
7.8 If Customer suspends any vehicle, Carrier shall propose a corrective action plan for approval by
Customer no later than 24 hours after the decision to suspend the vehicle. The action plan
must specify a timetable for the actions, which must be completed no later than 15 days after
the date of suspension.
7.9 If no corrective action plan is adopted or implemented within these times, Customer
may permanently prohibit the vehicle, impose liquidated damaged as provided under
this Agreement, and/or terminate the agreement wit hout prior notice.

Arrival at the site

7.10 When the vehicle arrives at the Loading Sites or Unloading Sites, the Drjver nshall inform
the representative of the Loading Site or Unloading Site that the vehicle is available to
carry out the loading or unloading operations.

Compliance of Documents
7.11 Carrier shall ensure that all vehicles carry the documents required by Applicable Laws.
7.12 Carrier shall send to Customer all mandatory documents for all vehicles, as well as its
regulatory authorisations entitling it to transport lu bes oil /hazardous substances.
7.13 All operations, including any subcontracted operations shall be carried out under
the responsibility and supervision of a representative of Carrier.

8. PERSONNEL

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8.1 Carrier shall ensure that its Personnel engaged to supply or provide any part of the Services:
8.1.l are suitably skilled, qualified and experienced to work always in accordance with
Good Industry Practice;
8.1.2 are employed under valid employment arrangements which comply with
Applicable Laws including in relation to minimum age, minimum wage and
benefits and no discrimination between employees;
8.1.3 comply with the Terms of Reference;
8.1.4 be trained in any procedures and instructions of Customer;

8.1.5 respect working time, driving time and rest periods set by Applicable Law or the
Terms of Reference, whichever is the more stringent;
8.1.6 do not interfere with Customer's property or personnel (or that of any other
third party) and business operations at any site; and
8.1.7 comply with the rules and regulations in effect at the loading and Unloading Sites;
8.1.8 be equipped with equipment required by Applicable Laws and the Tenns of Reference;

8.1.9 comply with and otherwise do not cause Carrier to be in breach of this agreement
or any of Customer group policies as are notified to it throughout the term.
8.1.10 do not perform the Services while under the influence of alcohol, drugs or
medication that changes behaviour or reduces attention;

8.1.11 not smoke near the Products or at the Loading Site or Unloading Sites;
8 .1.12 not use mobile telephones, including with hands-free kits or earpieces, during
loading and unloading operations or while operating a moving vehicle;

8.1.13 be sober, prudent, in good health and courteous.

8.2 Carrier shall be solely liable for labour law matters and relations with social
security administrations.
8.3 Carrier shall promptly remove and replace any Personnel from providing the Services that fail
to comply with the rules in this agreement or Applicable Laws and regulations.

8.4 Custom er or its agents shall be entitled to refuse entry to a Loading Sitl: or an Unloading Site
to Carrier' s Personnel that do not satisfy these criteria.
8.5 In the event the vehicle operators are unavailable for any rea son, the Carrier, after having
informed the Customer, shall ensure continuity of service using replacement vehicle
operators who hold the necessary qualifications. If the Carrier does not provide the
Customer with qualified vehicle operators whose conduct is in compliance with the rules set
out above, the Customer shall be entitled to termin ate the Agreement.

8.6 All Drivers, staff and Personnel deployed by the Carrier to perform the Services under this
Agreement shall, at all times, be and remain the employees of the Carrier and the Carrier
shall remain responsible for their acts and omissions as if th ey were its own. The Customer
shall have no relationship, legal or otherwise, direct or indirect, of any nature whatsoever
with any such staff or Personnel. The Carrier shall be solely responsible and liable for (i)
payment of salaries, wages, compensation, and other dues of all such staff and Personnel; (ii)
maintenance of applicable statutory records and returns in connection with such staff and
Personnel; (iii) health, safety, security, and service conditions in accordance with Applicable
Laws and permits of such staff and Personnel; and (iv) compliance with all applicable labour
and employment laws. Should any Personnel deployed by the Carrier seek to recover any
monies from the Customer, or breach the terms of this Agreement, the Carrier shall
indemnify the Customer for all costs and expenses incurred in relation to the same.

Drivers
8. 7 The Drivers shall have the skills required for this type of driving and to operate the equipment
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 necessary for loading and unloading.

8.8 Driver's assistants shall have the skills required to operate equipment for loading and
unloading and generally to assist the driver. Driver's assistants shall not drive vehicles.
8.9 Ca rrier shall ensure Drivers receive appropriate training and that their knowledge and skills
are regularly updated .
8 .10 Carrier shall promptly remove and replace any Driver or Driver' s Assistant that fails to
comply with this agreement.

9. OBSTACLES OR INCIDENTS

9.1 If there is an incident or problem during performance of an order (including contamination, spill
or delay), the Driver shall promptly inform Carrier and Customer in accordance with the Terms
of Reference.
9.2 carrier shall be liable for, and indemnify Customer against all costs, losses, claims, and expenses
arising out of or in relation to:

9.2.1 any shortfall in the volume of the Product when it is unloaded at the Unloading
Site, subject to a tolerance of 0.30% of loaded quantity.

9.2.2 any loss related to the loss or contamination of the Product;

9.2.3 any pollution, accident or other incident caused by any vehicle or any leak from
a vehicle or caused by Carrier' s vehicle at the Unloading Site.
9.3 Carrier shall remediate any pollution caused by any of its vehicles or Personnel, at its own
cost and using only companies authorize to handle/ dispose hazardous Products.

9.4 Contaminated Products may not be sold, and must be returned by Carrier to the place
indicat ed by Customer or dealt with in such manner as instructed by the Customer, at its own
cost.
9.5 Articles 9 .1 to 9.4 shall apply even if the vehicle is stolen or involved in an accident. In the
event a tru ck is stolen or of an accident, the fault or negligence of the vehicle operator shall
be presumed, unless prohibited by a contrary local public policy rule. Th e Carrier shall be
req uired to compensate the Customer for the amount of Products stolen or lost and for any
t hird party claim s arising out of or in relation theret o.
9.6 If a shipment/consignment is refu sed by the consignee, or if the Carrier is unable t o deliver
the shipm ent/consignment for any reason, th e Carrier shall notify the Customer's
representative nominat ed for this purpose in writi ng within twenty-four (24) hours from the
t ime it became awa re of such refusal or inability. Such notice shall state the amount, date
and th e time from which storage charges will begin to accrue, if -any. The Carrier will
continue to be liable for safe storage and transportation of the Products, in accordance with
the Custom er' s instructions.

10. FINANCIAL AND PAYMENT TERMS

Price

10.1 In consideration of the Services, Cust omer shall pay Carrier th e prices specified in Schedule
2. Unless otherwise agreed in writing, th e compensation specified in Schedule 2 shall
remain fixed for the entire duration of this Agreement.

10.2 The total price of a transport operation covers all Services (carriage, loading, unloading, toll
etc.) perform ed by Carrier and its Personnel, and t akes into account transport tim e.

10.3 lorry receipt (LR) also called " Bilti" received after unloading of materi al at consignee and
dully stamped and signed by th e consignee authority (materi al received
ackn owledgement) will only be considered as the legal document for releasing freight
payment aft er balancing shortages and other penalties.

Agreement for the Transport of Petroleum Products

10.4 Customer is entitled t o make payments of th e invoice after deducting, adjusting, or
setting-off any amounts disputed or claimed by the Customer from the Carrier

Invoicing and Payment

10.5 The invoicing procedures, payment period and the information to be included on invoices
are set out in Schedu le 2. The invoices shall be attached with all relevant and supporting
documents substantiating all th e charges as proof that the Services have been rendered,
and each invoice shall state the full service description of each item as quoted, unit rates,
and tota l charges. If the invoice is not in the correct form, Customer shall return it to
Ca rrier for rectification, and payment shall be due based on the new invoice.

11. DEADLINES AND LIQUIDATED DAMAGES

Liquidated damages, late performance of Services

11.1 If Carrier fails to provide the Services on time or at all, Carrier will pay to Customer
liquidated damages ca lculated as set out in Schedule 3. At its discretion, the Customer may
request that the Carrier pay the amount owed or it may deduct such amount from the
sums it owes the Carrier under the Agreement.
11.2 The parties agree that any such liquidated damages have been calculated as, and are, a
genuine pre-estimate of the loss likely to be suffered by Customer.
11.3 The liquidated damages are without prejudice to Customer's right to terminate this
agreement under article 21.

Right to remedy

11.4 Without prejudice to articles 11.l and 11.2 or to any other remedy t hat Customer may
have, Customer reserves the right to remedy any defects in the Services itself or to appoint
third parties to do so on 24 hours' notice to Carrier, in each case at Ca rrier's risk and
expense.

12. FUNDAMENTAL BUSINESS PRINCIPLES

Carrier is awa re of and undertakes to comply and cause its subcontractors (if any) to comply with the
fundamental business principles and Customer reserves t he right to monitor and audit Carrier's
adherence to them.

13. ANTI-CORRUPTION UNDERTAKINGS

13.1 Carrier undertakes to comply with and cause any sub-contractors it may use to comply with
the Anti-bribery and Corruption provisions in the Ant i-Bribery & Corruption Policy.
13.2 Carrier shall not under any circumstances offer any inducement to either Customer or any of
its Personnel.
13.3 Carrier warrants that neither it nor its Personnel have engaged in any Corrupt Behaviour
to induce Customer into this agreement or wi ll do so during the term.

14. CONFIDENTIALITY

14.1 During the term and for three (3) years after its termination and/or explration, each party shall
keep the other party's Confidentia l Information confidential.
14.2 Each party shall keep any IPR confidential w ithout limit in t ime.
14.3 Each party shall use Confidentia l Information solely in accordance with its performance of
its obligations under this agreement.

Agreement for the Transport of Petroleum Products Page 11 / 24

14.4 Neither party shall disclose Confidential Information to any person other than an
Authorised R ecipient and then only on a 'need to know' basis.
14.5 Each party to whom Confidential Information is disclosed shall procure that its Authorised
Recipients are aware of and fully comply with its obligations under this Article 14 as if
that Authorised Recipient was itself a party.
14.6 This Article 14 does not apply to Confidential Information which:
14.6.1 is a Mandatory Disclosure save that Article 14.7 shall nevertheless apply;
14.6.2 is in or comes into the public domain other than by breach of. this agreement or of
any obligation of confidence owed under this agreement;
14.6.3 the receiving party can show it knew before disclosure;
14.6.4 was subsequently disclosed to the receiving party lawfully by a third party who did
not acquire the information under an obligation of confidentiality;
14.6.5 is independently developed by or for the receiving Party at any time by persons
who have had no access to or knowledge of the said information; or
14.6.6 is required to be disclosed to effect any initial public offering or listing of shares
in Customer.
14.7 Where a party is required to make a Mandatory Disclosure (and where giving the other party
notice of a request to provide the information is itself not prohibited by Applicable law),
then that party shall:
14.7.1 give the other party as much notice of such disclosure as in reasonably practicable; and

14.7.2 take into account the reasonable request s of the other party in relation to the
content of such disclosure before it is made.

15. USE OF CUSTOMER'S TRADEMARKS

15.1 Carrier shall not affix on the vehicles any brands, advertising or trademarks other than its
own without written approval from Customer.

15.2 Carrier shall not affix on the vehicles any advertising, trademark or logo of Customer, and
shall not use or refer to Customer's trade name, trademarks or logos without Customer's
prior, express written authorisation.

15.3 If such authorisation is granted, Carrier shall:

-
15.4.1 not, during the term of th e agreement, carry product s not provided by Customer
in any vehicle bearing Customer's advertising, trademarks or logos;

15.4.2 at the end of the agreement, immediately remove all advertising or marks, and
before use by another Customer.
15.5 The fact that Carrier affixes any trademarks, designs or models owned by Customer shall not
confer any rights on any of th em on Carrier, which shall remove them at its own expense at
the end of the agreement.

16. LIABILITY

16.1 The Carrier shall be liable for, and indemnify the Customer against, any damage, claim s,
expenses and/ or loss that it or its Personnel, ca use the other party to suffer in connection
with:
16.1.1 the performance of the agreement;
16.1.2 the Products which are under that first party's care or in its custody except to the extent
that the loss or damage is caused by the negligence or breach of the Customer;

16.1.3 any breach of any obligation, representation, warranty or covenant by the Carrier;

Agreement for the Transport of Petroleum Products Page 12/ 24

 16.1.4 death, injury, loss or damage to any person, property, or environment; and/or

16.1.5 rejection of insurance claim by Customer's insurers in whole or in part due to any act
or omission, or breach of any covenant, re presentation or warranty hereunder by the
Carrier or its Personnel, sub-contractors, agents or representatives.
16.2 Carrier shall be liable for all damage, including losses, destruction, deterioration to property,
personal injury or pollution, caused by the Products between the Loading Site and the
Unloading S ite (from the time the Products pass through the end of the loading arm until they
pass through the connecting flange that connects the vehicle's conduits to the appropriate
pipes of the storage facility at the Unloading Site).

16.3 The rights and remedies of each of the parties under this agreement shall be without
prejudice to any other rights and remedies at law or in equity.

16.4 Carrier shall indemnify, defend and hold Customer and any of Customer's Affiliates harmless
from and against any claims, losses, damages and/or expenses by Carrier's agent and/or
subcontractors which Carrier would not be entitled to assert, claim or recover under t his
agreement.

17. INSURANCE
Take out insurance

17.1 Carrier and any subcontractors it uses shall take out and maintain insurance policies for its
obligations in this agreement with one or more well-known and solvent insurance
companies. This must include:
17.1.1 an unlimited general liability policy covering bodily injury sustained in connection
with automobiles and motor vehicles used in the performance of the agreement;
17.1.2 an insurance policy covering all bodily injury, property dijmage and intangible
losses caused when the vehicle is stationary to any third parties due to an
accident or inappropriate action attributa ble to their Personnel, or to the vehicle,
equipment, tools, equipment and installations on the vehicle;
17.1.3 employer's liability, including liability relat ing to worker's com pensation or work
injury;
17.1.4 lia bility for pollution and envi ronment damage; and
17.1.5 any other insurance policy that is required by applicable Law.

Certificates

17.2 Within 15 days after signature, Carrier shall provide Customer with:
17.2.1 certificates of insurance simi lar to the one in Schedule 5 certifying the:
(a) existence of the policies taken out,
(b) amount and type of coverage,
(c) term and renewal of the policy.
17.3 Carrier shall make up for any deficiency of the insurance policies of any subcontractors.
17.4 The amounts insured shall not constitute a limitation of Carrier's liability.
17.5 Carrier shall promptly inform Customer if any of Carrier's insurance policies is cancelled or
suspended, and shall immediately replace the policy cancelled. Carrier shall not perform the
Services in the absence of insurance cover.
17 .6 The Carrier's compliance with the provisions of this section will not be interpreted or
construed in any way to limit the Carrier's liability for its acts or omissions or in any way
limit, modify, or otherwise affect the Carrier's indemnification obligation pursuant to this
Agreement. The insolvency, bankruptcy, or failure of any insurance company carrying insurance

Agreement for the Transport of Petroleum Products Page 13/ 24

 for the Carrier, or failure of any such insurance company to pay claims asserted for any
reason, will not abrogate, waive or alter any of the Carrier's responsibilities or liabilities
hereunder.

17 .7 Where any policy undertaken by the Carrier contain s exclusions for covering infidelity,
fraud, dishonesty or criminal acts of the Carrier and its subcontractors, agents and
partners, the Carrier shall obtain and furnish a surety bond providing such coverage.

18. FORCE MAJEURE

18.1 Subject to Article 18.2, no party shall be liable to the other for any delay or non-performance
of its obligations under this agreement arising as a direct result of a Force Majeure Event.
18.2 A Party impacted by a Force Majeure Event shall:
18.2.1 promptly notify the other party as soon as reasonably practicable (and in any event
within 15 Business Days) of its existence and clearly communicate how its
performance is impacted;
18.2.2 inform the other party of the measures it has taken or intends to take to find
an alternative solution;
18.2.3 use reasonable efforts to mitigate the impact of the Force Majeure Event and
promptly resume the performance of the obligations that are impacted; and
18.2.4 produce any necessary documentation that the non-affected party might need
t o validate th e existence of the Force Majeure Event.
18.3 Without prejudice to any other obligation, when notice of a Force Majeure Event is given, the
parties shall initiate discussions in good faith with a view to adopting appropriate measures
in light of the circumstances.
18.4 Subject to compliance with Article 18.2.1, where a Force Majeure Event lasts for more than
30 business days then the non-impacted party may terminate this agreement in accordance
with Article 21.
18.5 If Carrier Claims a Force Majeure Event then Customer may (but is not obliged) to obtain from
a third party such quantity of Products as Carrier is unable to deliver. _
18.6 Neither party shall claim a Force Majeure Event in the following circumstances:
18.6.1 a shortage of or increased price of labour, shortage of tran sportation vehicles,
materials or utilities, save in the event of a natural disaster or outbreak of war or
other civil disturbance; or

18.6.2 labour strikes and/or disputes (and the like) involving a pa rty' s Personnel or that of
its sub-contractors; or
18.6.3 any delays, inefficiencies, lat e performance or similar occurrence of sub-Carriers; or
18.6.4 after th e expiration of the delivery time stipulated in the delivery schedule; or
18.6.5 for any actions or circumstances caused by a party's own fault or negligence.
18.7 Each Party shall bear all costs and expenses that it incurs as a result of the Force Majeure Event.
18.8 A Force Maj eure Event sha ll not excuse Customer from any payment obligations under
this agreement unless such an event is the cause of non-payment.
18.9 It is clarified that increase in the cost of performance of the contract shall not be
construed as a Force Majeure Event.

19. SUBCONTRACTING AND ASSIGNMENT

Subcontracting
19.1 Carrier shall perform the orders itself and shall not subcontract its obligations under the
Agreement for the Transport of Petroleum Products Page 14/ 24
 agreement without the express written approval of Customer.

19.2 If Customer authorises a subcontractor, Carrier shall impose on its subcontractors the
same obligations and standards as those in this agreement. Furthe!more, Carrier shall
prohibit its subcontractors from themselves subcontracting the tasks assigned to them.
19.3 Even if Customer authorises Carrier to subcontract part of the Services, Carrier shall
remain primarily liable for the performance of the Services (and any failure to perform
them).

Substitution - Assignment
.
19.4 Carrier shall not transfer or assign all or any part of its rights and obligations under this
a greement (including in connection with any tran saction involving the sa le of all or part of
its business) without Customer's express prior approval in writing.

19.5 Within 30 calendar days after the communication of t hat information, Customer shall be
entitled to terminate the agreement, without compensation, by giving no less than one month
written notice.
19.6 If the benefit of all or a portion of the agreement or orders is tran sferred to third parties, all
of Cu s t o m er 's existing rights under the agreement, including the right to claim damages,
may be asserted against those third parties. Carrier shall remain jointly and severally liable
for the performance of the agreement.
19.7 Customer may assign all or any part of its rights and obligations under the agreement or orders
to any Affiliates, upon prior written notice to Carrier.

20. AUDITS ANO PERFORMANCE ASSESSMENTS

Right to perform audits

20.1 Carrier shall maintain a complete audit trail of all fin ancial and non-financial transactions
relating to t he performance of its obligations under or in connection wjth this agreement.
20.2 Customer shall be entitled to conduct or have conducted inspections and assessments of
Carrier to ensu re compliance with the agreement.
20.3 Customer may request all documents it deems necessary to perform these tasks. Customer
may also conduct inspections of all or part of the Fleet .

20.4 The audits under Article 20.3 may include the use of GPS (if applicable) and any
related documents and reports.
20.5 The sole purpose of those inspections and assessments is to ensure that the agreement is
properly performed in accord ance with this agreement. They are not intended to replace
th e technical inspections for which Ca rrier is responsible.
20.6 Ca rrier shall keep audit Items in relation to the Services which are required to comply with:

20.6.1 all applicable Law;

20.6.2 and any reasonable w ritten requests made by Customer and its Auditors; and

20.6.3 its obligations under this Article 20.

20.7 Carrier shall fully co-operat e with Customer and its auditors and promptly provide the
Auditors with or access to the audit Items.
20.8 Where the audit shows that Carrier has not performed its obligations U!)der this agreement
then Carrier shall :
20.8.1 pay Customer's reasonable audit costs an d expenses and Custom er may treat them
as a deduction; and

20.8.2

Agreement for the Transport of Petroleum Products

 non- performance.

20.9 Customer reserves the right to perform an transport audit using an independent Auditor or
internal Auditors [at least once each calendar year).

20.10 Any failure by Carrier to comply with the provisions of or rectify any non-performance of
its obligations under this Article 20 shall constitute a Material Breach.
20.11 The audit or any agreed corrective action shall in not absolve Carrier from compliance with
its contractual obligations.

21. COMPLIANCE WITH INTERNATIONAL ECONOMIC SANCTIONS

21.1 In performing this agreement, the parties must comply with any export control, international
economic sanction s laws or regulations that apply to them (International Economic
Sanctions}.

21.2 If performance by a party of any obligation would not comply with o r expose it to punitive
measures under, International Economic Sanctions, that Party (the Affected Party) shall not be
required to perform that obligation and shall (as soon as reasonably practicable) notify the
other party in writing of its inability to perform.
21.3 Wh en it has given that notice, the affected party may either:
21.3.1 suspend performance of the affected obligation until the affected party can
comply w it h International Economic Sanctions; or
21.3.2 terminate this agreem ent, where suspension under 21.3.1 would (or is
reasonably likely to) exceed the period imposed by International Economic
Sanctions.

ZZ. DATA PROTECTION

22.1 In addition to its general obligations to comply with provisions relat ing to data protection
and/or privacy associated with Applicable law, Carrier agrees to:
22.1. 1 only process Customer's Personal Information for the purposes of this agreement;
22.1.2 not disclose Customer's Personal Inform ation to any other person without
Customer's prior written consent, unless the disclosure is required by applicable
~~ -

22.1.3 immediat ely notify Customer that t he disclosure of Customer's Personal

Information may be required by Applicable Law;

22.1.4 put into place and maintain appropriat e technical and organisational measures
against, unauthorised access, misuse, destruction and unlawful Processing of
Customer's Personal Information; and

22.1.5 take all necessary steps to ensure that its Processing of Customer's
Personal Information will be fair and lawf ul and, for this purpose.
22.2 If an individual complains to Carrier that Carrier (or any of its Personnel) has, in the
performance of this agreement, handled his or her Personal Information inappropriately,
Carrier shall:
22.2.1 promptly inform Customer of the complaint; and
22.2.2 provided the individual has consented, provide Customer with the
Personal Information that is the subject of the com plaint; and
22.2 .3 inform Customer as to the manner in whi ch Carrier obtained Customer's
Personal Information.

22.3 Ca rri er shall indemnify Customer against any loss or damage (of w hate"'._er nature) incurred by or
Agreement for the Transport of Petroleum Products Page 16/ 24
 awarded against Customer relating to any breach of this Article 22.

22 .4 The obligations under this article shall survive the t ermination of this agreement.

23. TERMINATION

Termination for Breach

23.1 Either party may serve a termination notice (One month prior notice) to terminate thi s
agreement with immediate effect if the other Party:
23.1. 1 commits a Material Breach; or
23. 1.2 is subject to a change in Control (and in the case of Customer it receives notice of
potential change in Control of Carrier); or
23.1.3 experiences, or is reasonably likely to experience, an Insolvency Event ; or
23.1.4 is prevented from performing its obligations as a result of a Force Majeure Event for a
period exceeding 30 business days; or
23. 1.5 ceases to trade or threatens to cease trading.

Termination without Prior Notice

23.2 Customer may also terminate the agreement without prior notice and without giving Carrier
notice to perform its obligations, and without entitling Carrier to any compensation in the
following situations:

23.2. 1 if there is a safety breach that creates an immediate danger or endangers persons or
property;

23.2.2 failure t o t ake out the insurance policies required by the agreement, or refusal to
fu rnish certificates of insurance;

23.2.3 failure to comply with the local highway code or local permanent and t emporary
regulations;
23.2.4 failure to comply with the deadline for preparing or implementing a corrective action
plan;
23.2.5 any breach by Carrier the consequences of which are clearly irreparable;

23.2.6 if Carrier uses unqualified Drivers;

23.2.7 Ca rrier is assessed as "not approved", under the technical Terms of Reference;
23.2.8 theft, misappropriation or any other misconduct that occurs during carriage, loading
or delivery, or a transport accident due t o the fa ult, breach or negligence of Carrier's
Personnel;

23.2.9 an unauthorised or partial subcontracting or assignment;

23.2.10 unjustified refusal to perform an Order;
23.2.11 Repeated breach.

Termination for Repeated Breaches

23.3 If Carrier commits three or more breaches cumulatively during the t erm of the
Agreement (a Repeated Breach), Customer shall be entitled to terminate the
agreement, even if Carrier cures t he breach .

Termination without breach at Customer's initiative

23.4 Custom er shall be entitled to unilaterally t erminate all or part of t he agreement upon giving
C a r r i e r at least one month notice in writing, even if Carrier has not breached any of its

Agreement for the Transport of Petroleum Products Page 17/ 24

 obligations. Customer shall not be required to give it s reasons for its decision .
23.5 Customer shall pay Carrier all amounts owed for the Services in question at the time of
termination, taking into account advances paid and all work performed during the notice period.

Effect of expiry or termination

23 .6 The expiry or earlier t ermination of this agreement for whatever reason shall not affect any of
the parties' accrued rights or liabilities as at the date of expiry or earlier termination.
Suspension

23.7 Customer may suspend this agreement:

23.7.1 under Article 21.3;
23.7.2 if Carri er is in breach and until it remedies the breach, or
23.7.3 if Customer must investigate any accident caused by Carrier.

24. NOTICES

All correspondence exchanged by the parties in connection w ith the agreement, other than invoices,
shall be sent t o the following addresses: -
To Customer

RAJ PETRO SPECIALITIES PVT. LTD. (A BRENNTAG GROUP COMPANY)

Bl-101, Boomerang Business Centre, Chandivali Farm Road, Andheri (East), Mumbai 400072.
Maharashtra.
Attention: Sirhans Peshin
To Carrier
Trancecare Logistics Private Ltd,
203, Gauri Complex, Plot No 19, Sector 11,
CBD Belapur, Navi Mumbai - 400614
Attention - Sudipto Sa rkar

25. MISCELLANEOUS

Change in Control

25.1 Carrier shall promptly notify Customer if it undergoes or is likely to undergo a Change in Control.
25.2 Upon receipt of notice under Article, Customer shall be free, at its sole election, to terminate
this agreement without any consequences whatsoever.

Waivers

25 .3 Any waiver by a party of any right under this agreement must be given in writing by each
party's authorised representative.

Severability and illegality

25.4 If any provision of thi s agreement is determined to be invalid, illega l or void by any court or
administrative body of compet ent jurisdiction then the rest of this agreement shall still remain
in full force and effect.
25.5 Where Article 25.4 applies, the parties shall co-operate to promptly amend or replace the
affected provision with a new provision that achieves a legal result that is as similar as
possible.

Relationship between the Parties

Agreement for the Transport of Petroleum Products Page 18/ 24

25.6 Customer and Carrier are and shall remain independent parties.
25. 7 Nothing in this agreement shall be construed to make either party an agent,
employee, franchisee, joint venture or legal representative of the other party.
25.8 Neither party shall have, or represent itself to have, any authority to bind the other party or
act on its behalf.

Rights of third parties

25.9 This agreement does not create any rights which are enforceable by any person who is not
a party to this agreement.

Partial Invalidity

25.10 If any provision of the agreement becomes invalid due to the effect of a law, regulation or
court decision, it shall be severed from the agreement. In such case, the parties shall in good
faith negotiate a replacement provision that is as close as possible from a legal and economic
standpoint to the provision that has been invalidated.

26. DISPUTE RESOLUTION

Arbitration, Governing Laws & Jurisdiction

26.1 Any disputes, differences and doubts whatsoever which may arise between the parties hereto
shall be resolved amicably within 30 days, failing which, the same shall be referred to arbitration
of a Sole Arbitrator to be appointed by the Customer, whose decision and award shall be final
and binding on both the parties. Such arbitrator shall have the power to make interim award/s,
have summary powers, as well as power to make award without giving reasons. The arbit ration
will be held at Mumbai and will be conducted in english language in accordance with and
subject to the provisions of Indian Arbit ration and Conciliation Act;, 1996 or any statutory
modification(s), re-enactm ent thereof for the time being in force. The costs of arbitration will
be borne by the parties hereto equally.

26.2 This agreement shall be governed by Indian Law and subject to above clause, courts
at Mumbai shall have exclusive jurisdiction.

Executed in (place), on (date) in two original counterparts

On behalf of Customer

KALYAN CHOWDHURY_

DIRECTOR-TRANCECARE LOGISTICS PVT LTD

Agreement for the Transport of Petroleum Products Page 19/ 24

 Schedule 2: Commercial scope of work Pricing Conditions

Shortage Policy for outbound Movements (Liquid/Bulk)

Upto
Between Between
From Products 0.30%- 0.509' •
0.30%
0.50'6 0.75'6

1) if Shortage Quantity range in

Between 0.30% to 0.50 % of
Loading Quantity,than shortage
deduction will be on full shortage
Quantity@ 80/- Per Kgs.
Ex- Normal- 2) if Shortage Quantity range in
Chennai/Silvassa/Ex- Transformer Rs Between 0.51% to 0.75 % of
NIL Rs 80/KG Rs 100/ KG
M umbai (Direct Oil/LLP/White 120/KG Loading Quantity,than shortage
Sales - VVF / Hazira ) Oil/other oils deduction will be on full shortage
Quantity@ 100/- Per Kgs.
3)if Shortage Quantity above 0.75
% of Loading Quantity,than
shortage deduction will be on full
shortage Quantity@ 120/- Per Kgs

Schedule 1: Technical Terms of Reference

LOG Document

Technical Terms o f
Reference - Attach m

Fuel escalation clause - The rates specified in th e schedule of rat es will apply under all road and weather
conditions and the Carri er will not be entitled to any extra allow ance/ rat es.

The schedule of rat es will be valid for the entire contract peri od and no increase will be sought for any
reason wh at soever except fo r variation in fu el (diesel) cost

Agreement for the Transport of Petroleum Products

 Schedule 3: Liquidated damages Insurance clause

Schedule 4: List of Authorised Subcontractors If any

Schedule 5: Certificate of Insurance

I the undersigned (last name, first name) acting in the name of the---------------------------------
--------------------------------------insurance company, certify that (company name or trade name of the
Iesso r, address) ----------------------------------------------------------------------------------------------------------------------

is covered by such insurance company for the risks listed below. The insurer represents that it is aware of
and sufficiently informed of the insured's business and th e nature of the goods that the Personnel
and/or equipment of--------------------------------------------------- are to load, transport and unload.
1. Automobile general liability:
• Policy no.: OG-23-1934-1803-00005544
• Insurer: BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LTD
• Effective date: 20/0ct/2022 13:17hrs
• Expiration date: 19/Oct/2023 Midnight

is up to date on the payment of premiums for the coverage period between -------------------------------------
and --------------------------------------------------------·

In accordance with the insurance obligation, this policy or t hese policies cover the financial
consequences of the insured's general liability for damage sustained by third parties involving the
vehicle(s), as well as its (their) trailers or semi-trailers, whose registration number(s) is (are) listed below:

2. Business operations general liability

• Policy no.: 2412205006905100000
Insurer: HDFC ERGO General Insurance Company Limited
Effective date: 15/Oct/2022 00:01 hrs
• Expiration date: 14/Oct/2023 Midnight

is up to date on the payment of premiums for the coverage period between -------------------------------------
and --------------------------------------------------------.

Thi s policy covers the financial consequences of the insured's liability as a result of its business activities,
in accordance with the provisions of the agreement that the insured concluded with--------------------
-----(in particular with respect to coverage amounts).

Executed in:
On :

On behalf of the insurer

(stamp and signature)

Agreement for the Transport of Petroleum Products Page 22/ 24

 Schedule 6: Fundamental business principles

Carriers are expected to respect, and to make sure that th eir own Carriers and sub-contractors respect:
the Applicable Laws and the enclosed business principles of Raj petro Code of Conduct or equiva lent
business principles and the following purchasing core business principles:

Fundamental Principles of Purchasing

• In accordance with the fundamental principles set out in particular in the United Nations Universal
Declaration of Human Rights, the Conventions of the International Labour Organization, the United
Nations Global Compact, and the OECD Guidelines for Multinational companies, Carriers are
required to comply with - and to make sure that their own Carriers and subcontractors comply with
- current laws, as well as principles equivalent to those defined below.

Respecting human rights at work

• Ensure that working conditions and remuneration of workers preserve human dignity and are
consistent with fundamental principles defined and protected by the Universal Declaration of
Human Rights, by the fundamental principles of the International Labour Organization, and in
particular with rules relating to the prohibition of forced labour and child labour, workplace safety,
the establishment of an employment contract, working time, rest and parental leave, treatment of
discrimination and harassment at the workplace, freedom of speech, association and collective
bargaining, freedom of thought, conscience and religion;
• Improve their standards and procedures concerning human rights at work.

Protecting health, safety, and security

• Perform risk analysis and assessments in these areas and implement appropriate means to prevent
those risks;
• Est ablish a system for monitoring events that occurred in these areas.

Preserving the environment

• Implement an appropriate environment risk management system, in order to identify and control
the environmental impact of activities, products or services, to continuously improve environmental
performance, and to implement a systematic approach to define environmental objectives, achieve
them and demonstrate that they have been achieved;
• Undertake the improvements needed for protecting the environment;
• Limit the impact of industrial activities on the environment.

Preventing corruption, conflict of interests, and fighting against fraud

• Fight against fraud;

• Prevent and ban any form of corruption: active or passive, private or public, direct or indirect;
• Avoid conflicts of interest, in particular when personal interests may influence professional interests.

Respecting the competition law

• Comply with the applicable competition law.

Promoting economic and social development

• Create a climate of trust with stakeholders, engaging in a dialogue with loca l communities,
promoting local sustainable development initiatives, and giving local companies the opportunity to
develop their business. Compliance with these laws an d principles may be audited.

Agreement for the Transport of Petroleum Prod ucts Page 23/ 24

 Code of conduct:

Brenntag Code of
Business Conduct anc

Whistle Blower Policy- Confirmation :

Whistle Blower
Policy-Confirmation

Statement of Compatibility;

Statement of
Compatibility.pd f

STL_Bulk ta nker.pdf

Agreement for the Transport of Petroleum Products Page 24/ 24