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					APPENDIX TO EUROSHELL CONTRACT

Shell shall provide the Principal Cardholder with an e-box for use in France to enable drivers of Heavy Goods Vehicles to pay motorway tolls. This service is provided in connection with the euroShell Cards Contract (the “Contract”) and these General Conditions constitute an appendix to the Contract. 1. Definitions The terms which begin with a capital letter shall have the following meaning: * Operator’s Particular Commercial Conditions: the tariff conditions and in particular the rebates applicable to the toll charges of each Operator including, if applicable, the membership fees which give entitlement thereto. * Operator: legal entity exercising the right to receive the toll on a motorway network in France. * e-box: electronic equipment on board supplied by Shell to the Principal Cardholder to enable the Transactions to be recorded on the available network. * Electronic toll: means the electronic system put in place by the Operators for collecting tolls. * Transaction: recording a Vehicle passing through a tollbooth in France by means of an e-box. * Vehicle: Heavy Goods Vehicle whose gross permitted weight is greater than 3.5 tonnes. All other terms defined in the Contract shall have the same meaning herein. 2. Object 2.1. Shell shall supply the Principal Cardholder with euroShell services in accordance with the terms of these General Conditions and of the euroShell cards Contract. Principal Cardholders must make their application for an e-box by completing the registration form available from the website www.euroshell.com. The services can only be used for Vehicles used in connection with a business activity. Shell cannot be held liable for any use occurring outside this context. 2.2. The e-box makes it possible to record the Principal Cardholder’s toll usage on each Operator’s network and to invoice them to the Principal Cardholder. The toll tariffs and the Operator’s Particular Commercial Conditions are as freely defined by each Operator in compliance with the prevailing regulations. 3. Preconditions 3.1 The e-box application and the present General Conditions must be duly completed, dated and signed by the Principal Cardholder and returned to Shell. It is hereby specified that the Principal Cardholder is alone responsible for the accuracy

of the information supplied and any subsequent modifications. Only registration forms duly completed, dated and signed shall be taken into account. Shell may ask the Principal Cardholder to produce any necessary supporting documentation required by the Operators or the issuer, Axxès, including, without limitation, a statement that no winding–up order applies to the Principal Cardholder or any affiliate and a copy of the registration document for the Vehicle(s) and company. The Principal Cardholder shall be obliged to provide this documentation as soon as reasonably practicable, failing which Shell reserves the right not to action the Principal Cardholder’s request for a e-box. The amount of the financial security, if any, furnished in connection with the Contract may be revised, under the conditions specified in the Contract, in order to take account of the transactions carried out by means of the e-box. 3.2 Delivery of the e-box The Principal Cardholder shall receive the e-box within a period of twenty (20) working days, after Shell has received the e-box application and any other documentation it reasonably requires, at the delivery address specified by the Principal Cardholder. Should the e-box not be received within the above-mentioned period, the Principal Cardholder must immediately inform Shell in writing. 4. Ownership of the e-box The e-box shall remain the property of the issuer. The Principal Cardholder shall not hire out or sell the e-box or otherwise allow the e-box to be used by persons other than Authorised Cardholders. Breach of this requirement entitles Shell to terminate this agreement and, at its sole discretion, the Contract on immediate notice. The Principal Cardholder has custody of the e-box and uses it under its sole and exclusive responsibility. At any time during the performance of the Contract, and in particular, where Shell or the Principal Cardholder suspects theft, fraud or counterfeiting of the ebox, Shell can take the initiative in removing and, if applicable, replacing, or having a motorway Operator or any third party of its choice remove and, if applicable, replace one or more e-boxes. Shell may also remove and, if applicable, replace the e-box for any technical reasons and particularly in the following cases: technological development, faulty operation, battery wear, change of Vehicle or characteristics of the Vehicle with which the e-box is associated and where requested, the Principal Cardholder shall take all necessary steps to return the e-box when requested. The Principal Cardholder must, in all cases, return the e-box

or e-boxes concerned at the first request. [[It is hereby specified that any costs relating to the e-boxes (hire, cost of replacement, etc.) shall be determined by the issuer or the Operators and shall be passed on as well as by Shell. 5. Use of the e-box 5.1. Operation of the e-box The correct operation of the e-box is subject to compliance with the terms of the instruction manual sent to the Principal Cardholder with the e-box. Principal Cardholders are reminded that one e-box is assigned to a specific Vehicle and that this condition is required by the Operators or by the regulations in force in certain countries under threat of a penalty and having the Vehicle taken out of service. 5.2. Application of the Operator’s Particular Commercial Conditions The Operator’s Particular Commercial Conditions are available on the website www.euroshell.com and are only applicable to Transactions carried out by means of the e-box present in the Vehicle duly declared to Shell by the Principal Cardholder. The Operators retain the right to modify the Conditions. Any modification of the Operator’s Particular Commercial Conditions shall apply from the date of effect of the change and the Principal Cardholder agrees to regularly check the relevant websites to acquaint himself with the Conditions. The Principal Cardholder is informed that each Operator has the right to carry out checks linked to the use of the e-boxes. Use of the same e-box by several Vehicles when passing through a tollbooth is forbidden. Such fraudulent use shall lead to the cancellation of any rebates on those transactions and the measures specified by the Operator in the event of established fraud (in particular, the application of its Particular Commercial Conditions being stopped definitively). Any other unapproved use shall be invoiced at the full rate. 5.3. Defective e-box If an e-box is reported to Shell as being defective, its replacement e-box shall be sent by the issuer as soon as possible. If it is proved that the defect was caused by the Principal Cardholder, Shell shall invoice the replacement costs to the Principal Cardholder in accordance with the current scale. Replacement of the e-box shall be free in the case of a defect attributable to the e-box or in the event of battery failure. 5.4. Cancelling the use of the e-box Principal Cardholders must cancel the use of the e-box as soon as they become aware of its theft or loss. Cancellations must be carried out at Shell under the same conditions as those laid down in the euroShell Card Contract for the notification of lost or stolen Cards. The costs of the e-box shall then be invoiced to the Principal Cardholder by Shell up to the point the e-box was reported lost or stolen and all relevant requirements of that report under the Contract have been complied with. At the Principal Cardholder’s request, a new e-box can be delivered to the address indicated. The cost of customisation

shall be invoiced by Shell in accordance with the current scale. Should the Principal Cardholder recover the e-box, previously reported stolen or lost, it must be returned by registered post with acknowledgement of receipt to the following address: Centre de Gestion Saint Martin de Crau, La Lieutenante - Route nationale 113, 13310 ST MARTIN DE CRAU. In this case, transactions carried out after the cancellation request shall be invoiced to the Principal Cardholder and the cost of the e-box reimbursed provided it is in good working order. 6. Return of the e-box The Principal Cardholder must return the e-boxes which were supplied by Shell by registered post with acknowledgement of receipt to the address mentioned above in all cases in which the present Conditions are terminated and this within no more than fifteen (15) days from the effective date of the termination. The Principal Cardholder shall remain liable for the use of the e-boxes until they are received by the Centre de Gestion de Saint Martin de Crau [Saint Martin de Crau Management Centre] and the amount of the toll transactions effected shall be invoiced to the Principal Cardholder as normal. Failing this, a cost of 30 euros per unreturned e-box shall be invoiced to the Principal Cardholder by Shell in addition to the relevant Transactions. The Principal Cardholder may at any time return one or more e-boxes by registered parcel post, sent to the address stated above. The Principal Cardholder shall refer to the Operator’s Particular Commercial Conditions to find out the consequences of returning the e-boxes and in particular the conditions of any reimbursement of membership fees collected or for the invoicing of relevant fees to be collected. 7. Invoicing Subscriptions to the Services shall commence from the dispatch of the e-boxes by Shell to the Principal Cardholder. Proof of the Principal Cardholder’s toll usage shall be constituted by the computer data recorded by the Operators’ e-boxes. For calculating the sums owed to Shell under the Contract, the information given in euroShell’s computer systems shall prevail, taking priority over any other method of calculation, unless the Principal Cardholder can produce evidence of a malfunction affecting Shell’s systems. On the basis of the statement of toll usage, Shell shall invoice the sums owed by the Principal Cardholder for the period in question in respect of the Transactions carried out on the Operators’ networks. Furthermore, it is specified that the rebates granted to the Principal Cardholder notably by the Operator’s Particular Commercial Conditions on Transactions in a month (M) shall appear on the invoice for the following month (M+1). 8 Applicable Terms The terms of the Contract shall remain in full force and effect and shall only be varied in relation to e-boxes to the extent provided for in these Conditions. The terms of these Conditions shall be subject to English law and to the non-exclusive jurisdiction of the English courts.

FOR SHELL U.K. OIL PRODUCTS LIMITED:
Drawn up in duplicate in ________________________________________

on __________________________________________________________

FOR THE PRINCIPAL CARDHOLDER: (Company stamp and signature


				
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posted:1/31/2010
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