OVERLAND TRANSPORTATION CONTRACT

EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 OVERLAND TRANSPORTATION CONTRACT This Contract is made and entered into this day of ---------------, by and between EQUATE PETROCHEMICAL CO., K.S.C.C. with its principal office located at National Bank of Kuwait Building, Jeleeb Al-Shuyoukh, Kuwait (hereafter called “Shipper”) and -----------------------------------, whose address is ------------------ (hereafter called the “Transporter”). Contract Parties a) Shipper and Affiliates Clauses I. This Contract shall be binding only between Transporter and Shipper. Any affiliates of the Shipper listed on signature page of this Contract shall be entitled but not obligated to use the services of the Transporter pursuant to the terms and conditions of this Contract. The person signing this Contract on behalf of the Shipper warrants and represents that he/she has authority to enter into this Contract on behalf of the Shipper and that each of such affiliates is an entity controlled by, controlling or under common control with the Shipper. The term “control” means at least 25% legal ownership. II. If, after execution of this Contract, the Shipper acquires or affiliates itself with a company that ships the commodities covered under this Contract, the newly acquired company‟s tonnage may be included under the Contract after the Shipper has submitted to the Transporter documentary proof of such acquisition or affiliation and the Transporter has concurred in such inclusion. Also if, after execution of this Contract, the Shipper proposed to delete an entity from the list of its affiliates, such entity shall cease to be entitled to use the services of the Transporter under this Contract. III. This contract shall include the commodities of Petrochemical Industries Co., (K.S.C), (PIC), related to its Shuaiba PP Plant. Shipper will coordinate and administer the allocation of the trucks to meet the overland transportation requirements of PIC. b) Transporter I. The term “Transporter” means Company name, as mentioned in the signature page of this Contract. The person signing this Contract on behalf of the Transporter warrants and represents that he/she has authority to enter into this Contract on behalf of the Transporter. WITNESSETH: Page 1 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 WHEREAS, Transporter and its affiliates are engaged in the business of transporting commodities by motor vehicle as a Contract carrier pursuant to lawful operating authority; and WHEREAS, Transporter desires to provide overland transportation service to Shipper as more specifically described herein in Appendix A; and WHEREAS, Shipper desires to avail itself of such service; NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 1. PREAMBLE: The above preamble forms an integral part of this Contract 2. REPLACEMENT OF PRIOR CONTRACT/AGREEMENT/COMMUNICATION: This Contract shall take the place of and entirely supersede any oral and/or written communication and/or prior written or verbal agreements between Shipper and Transporter that pertains to Overland transportation and related services as is referenced herein except for any rights, obligations and liabilities that by their term and/or by law survive their expiration. 3. TERM a) This Agreement shall become effective on the Contract Signature date by -------------and EQUATE and shall expire …………..( ) years later. For the purpose of determining whether or not a cargo movement occurs during the term of the Contract, the pertinent date shall be the Overland Truck Receipt/Bill of Lading/Truck Way Bill/Truck Consignment Note date entered by the Transporter on the Truck Receipt/Bill of Lading/Truck Way Bill/Truck Consignment Note. b) Upon written notice given at least 60 (Sixty) days prior to the expiration of this Contract, the Shipper shall have the right to extend this Contract in writing for an additional 2 (two) years upon the prevailing terms and condition of this Contract. It is understood that if the Shipper elects to extend this contract by an extra two years, the Transporter will agree to the extension. c) Upon written notice given at least 60 (Sixty) days prior to the expiration of the 2 (two) years extension mentioned in Article „b‟ above, which granted this contract a cumulative term of five years, the Shipper and the Transporter acting together shall have the right to extend this contract in writing for an additional mutually agreed period of time upon the prevailing terms and conditions of this contract. d) In the event the Contract is to be extended beyond its original expiration date, Shipper may request a rate adjustment to be effective on the extension date. Written notice of a request for extension and/or rate adjustment must be provided at least 60 days prior to the expiration date. Any requests for rate adjustments must be substantiated in writing by Shipper with relevant cost details. Page 2 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 e) This contract shall be subjected to a probation period of 6 (Six) months, from the date of the 1st Shipment, after the mobilization period of 90 days took place. During this probation period the Shipper shall have the right to terminate the contract forthwith at any time and without any liability in the event the Transporter fails at any given month to meet the KPIs described in Article 31 herein. 4. APPLICATION a) This Contract shall apply to the transportation of, and Transporter agrees to accept for transportation hereunder, all commodities offered by Shipper to Transporter (“Cargo”) as specified in and limited to Appendix E of this Contract for transportation to, from and between the locations attached hereto mentioned in Appendix B of this Contract. b) The parties recognize and agree that the service provided under this Contract is designed to meet the distinct needs of the Shipper which the Shipper is to tender, and the Transporter is committed to carry. 5. OFFERS Cargo freight may be offered by Shipper to Transporter hereunder in writing or electronically through Electronic Data Interchange (“EDI”) details of which to be mutually determined. Shipper in its offer shall designate the origin, time of loading and destination and shall issue the delivery note that shall be signed and stamped by the Transporter and the receiver/consignee showing the quantity of Cargo received, and delivered in good condition. Absence or loss of such delivery note shall not relieve the Transporter from its duties hereunder in respect to the Cargo evidenced by such delivery note. 6. EQUIPMENT a) Transporter shall, at its sole cost and expense, furnish to the Shipper, Spot and number of trucks curtain type exclusive Dedicated motor vehicle equipment for Shipper‟s product load Ex-Kuwait Plants, in terms of truck heads and trailers, as appropriate, that are owned/subleased, managed and completely controlled by the Transporter (hereafter called “Equipment”) and suitable for transporting cargo as specified hereunder and further specified in paragraph #3 of Appendix “A” and Appendixes “F”, “G” and “M” of this Contract and should be operational at all times with fuel, oil, tires and other parts, supplies and materials necessary and/or appropriate for the safe and efficient operations, repair and maintenance of the equipment. b) Upon Shipper‟s written advance notice of 3 months, the Transporter shall furnish to the Shipper additional Dedicated equipment, owned/subleased and managed by the Transporter, at the same rates, terms and conditions as mentioned herein this Contract. The Transporter shall have the additional equipment ready for operation within 3 months of the Shipper‟s written notice date. Page 3 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 c) The Shipper has the first right of acceptance or refusal for any old/used Dedicated trucks the Transporter wishes to sell throughout the life of this contract and/or at the expiration of the contract at the market price appraised by mutually appointed Assessors. 7. PERSONNEL Transporter, at its sole cost and expense, shall utilize in the operation of the Equipment only competent, able to communicate in Arabic and English and legally licensed personnel. Transporter shall be liable for any labor/driver‟s problem(s), which shall not under any circumstance be considered as an excuse to breach the Contract or to refrain from meeting part and/or whole of his obligation under this Contract. 8. TRANSPORTATION Transporter shall, promptly transport Cargo hereunder at Transporter‟s sole risk, cost, and expense. In connection therewith and as a part of such transportation hereunder, Transporter shall, if and as requested by Shipper: a) Pick-up Cargo in Equipment at Shipper‟s facilities or points designated by Shipper, and b) Deliver Cargo in Equipment to destinations as directed by Shipper within the framework of destinations listed in Appendix C of this Contract. c) Such other and further services related thereto as Shipper may request. The scope and compensation for such services shall be mutually agreed in advance with Transporter. 9. COMPLIANCE a) Transporter, at its sole cost and expense, shall procure and maintain in effect all licenses, permits and other authorization as may be required by the local authorities including without limitation the Kuwait Port Authority and the Public Authority for Industries with respect to the transportation services rendered hereunder and shall comply with all Kuwaiti laws, rules and Public Authority for Industries regulations and ordinances applicable to the personnel, equipment, facilities, loading, unloading and overland transportation services described herein Appendix A. Transporter shall adhere to all safety regulations required by Shuaiba Authority/Vital Security, Shipper‟s Health & Safety Dept. (See Appendix D) and/or any other governmental rules, regulations and restrictions including of transit/ final destination countries that might come up in future whatsoever which could effect execution of this Contract. b) In the event the Transporter is unable to perform partially or fully as per paragraph (a) of Article 9 herein, the Shipper has the right to utilize another Transporter to transport the volume affected by the inability of the Transporter, until the Transporter overcomes the inability and is back into full and normal operation. In this respect, any additional cost incurred by the Shipper will be charged to the Transporter. c) Notwithstanding the provisions of paragraph (b) above, in the event the Transporter is unable to perform partially or fully as per paragraph (a) of Article 9 herein, the two Page 4 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 parties shall meet and discuss the issue within 7 (Seven) days from the date of the occurrence of the event to mutually agree on a resolution. If the inability of the transporter continues for a Maximum of 30 (Thirty) days, the shipper shall have the right to forthwith suspend and or terminate the transporter‟s services with immediate effect without notice and or a court judgment and without prejudice to other remedies open to Shipper in contract and or at law. d) Shipper shall without any prejudice provide necessary assistance to Transporter as may be deemed reasonably essential for compliance of Transporter with the laws, rules and regulations mentioned in Article 9, paragraph (a) herein. 10. COMPENSATION a) As full compensation for the services provided by Transporter as specified in Appendix „A‟ of this Contract, Shipper shall pay the Transporter on per trip basis in accordance with the rates and charges specified in Appendix „C‟ hereof. b) Shipper shall pay the Transporter for Deviation of shipment charges caused due to the involvement of Shipper at the rate mentioned in Appendix “K” herein. c) At the end of each Contractual year during the life of this Contract, the Transporter reserves the right to bill the Shipper at the average freight rate of the same year for the volume not shipped less than the tolerance level of –20% of the minimum volume commitment for the dedicated trucks only mentioned in Article 13(a) of this Contract only if non-adherence to the volume commitment is due to Shipper‟s fault. This article ( 10 (c)) does not cover spot volume. d) The scope and compensation of other such services and further services related thereto as Shipper may request, shall be mutually agreed to in advance with the Transporter. e) Settlement of outstanding payment and/or freight dispute and/or other liabilities with regards to shipment, shall be solely between the Transporter and the Shipper of record as stipulated on the Shipper‟s delivery note. 11. BILLING a) Transporter shall once in every week furnish Shipper or Shipper‟s agent with Cargo freight bills for services rendered hereunder upon delivery of Cargo. Shipper or Shipper‟s agent shall make payment within thirty (30) days after receiving such Cargo freight bill with supporting cargo receipt document (copy of Shipper‟s Delivery Note) signed by the consignee ensuring that Cargo is correctly received. Such Cargo freight bill shall be mailed by Transporter and received by Shipper or Shipper‟s authorized agent accompanied with a Certificate of Receipt evidence of Shipper‟s delivery note signed and stamped by Consignee as received. b) Transporter hereby agrees to meet periodically as arranged by the Shipper to reconcile and settle any pending and/or disputed freight and/or other liabilities with regards to the shipment. At the end of each contracted year and upon completion of the reconciliation process, the Transporter shall furnish a “declaration of settlement” letter to the Shipper for the settlement of the accounts for that year. Page 5 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 c) Transporter hereby agrees that any bill or part of it that the Transporter believes to be outstanding for payment by the Shipper will be considered null and void if not submitted by the Transporter within thirty (30) days from the end of each Contractual year with all supporting documents establishing its worthiness for settlement by the Shipper. 12. TRANSPORTER‟S RESPONSIBILITY Transporter‟s responsibility shall be restricted to safe and correct securing, transport and delivery of Cargo as received and evidenced by the cargo delivery date, quantity and condition on the Shipper‟s delivery note. Transporter shall not be liable for any inherent defect of any item of the Cargo, unless directly or indirectly attributable to Transporter‟s involvement other than Force Majeure. 13. MINIMUM VOLUME COMMITMENT a. Shipper agrees to tender and ship, and Transporter agrees to accept, pursuant to the terms of the Contract, the annual Indication of the Shipper‟s Sales volume forecast as detailed in Appendix “L” herein with a +/-20% tolerance and subject to the Key Performance Indicator performance, customer complaints and satisfaction levels of the Transporter. This commitment shall cover spot and dedicated trucks. However, compensation for un-shipped volume mentioned in article 10 (c) shall only cover the effected shipments for dedicated trucks only. b. The Shipper shall have the right to change the volume for any market through a written notice furnished in advance to the Transporter and upon the mutual consent of both parties. c. Notwithstanding the provisions of Article 13 (a) above, the Shipper reserves the right to enter into similar Contract(s) with other Transporter to lift any additional volume and/or defaulted volume. d. Notwithstanding the provisions of Article 13 (a) above, the Shipper has the right to use another Transporter to lift any volume additional to the annual committed volumes indicated in Appendix “L” herein at any time during the term of this contract. 14. INDEMNITY a. Transporter shall defend, indemnify and hold harmless Shipper from and against all claims and liability including, without limitation, liability for fines, forfeitures and penalties, of any nature whatsoever, including without limitation injury to persons (including without limitation, injury resulting in death), damage to property (including without limitation, damage to the Freight, to Shipper‟s property and to property of other) and damage to the environment arising out of or in connection with Transporter‟s performance of or failure to perform, services hereunder, except when due to the sole negligence of Shipper or joint negligence of Shipper and Transporter, provided the Shipper‟s negligence outweigh Page 6 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 overwhelmingly the transporter‟s negligence. Shipper may designate counsel for such defense. All defense costs shall be for Transporter‟s sole cost and expense. b. The Shipper is fully responsible for the contents, the quality of the goods, the packaging and loading at shipping point in shipper‟s warehouse. The Transporter is to receive the goods and to deliver as received. The Shipper shall hold the Transporter harmless for any claims damages and other calamities that are caused by the contents, quality or other chemical action of the goods. 15. INSURANCE Transporter shall, insure to each of its employees performing the services hereunder, the compensation provided for, in and by each and every statute applicable thereto with respect to Employer‟s Liability as required by the applicable law or the regulatory authority. Transporter also shall procure and maintain, at its sole cost and expense, comprehensive general liability insurance (including Contractual coverage for the liabilities assumed herein), and automobile liability insurance, with reputable and financially responsible insurance underwriters in Kuwait properly insuring Transporter, with deductibles as approved in advance by Shipper, and without exclusions for punitive damages against damages and claims (a) for injuries to persons (including injuries resulting in death), and damage to the property of others in combined single limit as per the applicable Kuwaiti Law per occurrence as per applicable Kuwaiti law and (b) any additional insurance as may be required by applicable laws, rules and regulations. Transporter shall furnish to Shipper written certificates stating that the Shipper is an additional insured party, and provide copies of relevant insurance policies. All shipments of the Shipper product must be covered by the Transporter‟s liability insurance policy limited to a minimum of US$1,300 per metric ton. Such insurance policies shall provide for a waiver of underwriters subrogation rights against Shipper. Such policies shall also state that in the event of cancellation or material modification thereof, written notice shall be given to Shipper at least thirty (30) days prior to the effective date of such cancellation or modification as to each policy. 16. INDEPENDENT CONTRACTOR Transporter shall, perform all services hereunder as an independent Contractor and shall have exclusive control and direction of the persons operating the Equipment and otherwise engaged in such services. Transporter assumes full responsibility for the acts and omissions of such persons. Transporter shall have the sole and exclusive liability for the payment of all taxes and contributions and taxes for unemployment insurance, workmen‟s compensation, old age pensions, salaries and end of service indemnities as required by the Kuwaiti Laws and other related protection with respect to the persons engaged in the performance of such services. Transporter shall comply with all applicable laws, rules and regulations pertaining thereto and of all countries from the point of origin to point of final destination of the cargo being transported. Page 7 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 17. FORCE MAJEURE 1) Except to the extent otherwise provided herein, no liability shall result to either party from delay in performance or from non-performance caused by circumstances beyond the legal control of the party affected, including, but not limited to accidents due to natural disaster, lockouts, fire, flood, earth quake disasters, or public enemy, embargoes, riots, civil commotion, war or laws, regulations, acts or binding requests of government authorities, or any other causes beyond the legal control of either party, which shall not be deemed to include commercial contingencies (e.g., changing markets, poor management decisions, business declines, etc.), which make it impractical, for either Shipper or Transporter, to tender or transport the shipments contemplated by this Contract. In case of Force Majeure, the day or days (including local weekends and legal holidays) during which shipments cannot be made, shall be considered disability days and the minimum volume commitments will be reduced accordingly for each such disability day occurring during the term of this Contract and any resulting fractions of a ton shall be rounded upward to the next whole MT. This volume reduction could go as high as full day production. 2) The party suffering the Force Majeure shall diligently attempt to remove such cause or causes and shall promptly notify the other party of its commencement, extent and expected duration and cessation. 3) If the party suffering the Force Majeure is unable to remove the cause or causes within thirty (30) days, the other party hereto shall have the right, at its option, to suspend or terminate, without imposition of penalty or obligation to pay liquidated damages, this entire Contract or any portion thereof caused by the Force Majeure event. 18. DEFAULT If Shipper at any time during the term of this Contract reasonably finds that Transporter‟s financial condition as evident from a news published in Kuwait‟s official gazette, and/or court verdict in which Transporter is a plaintiff or defendant, and/or as evident from any action taken by Transporter which has material and negative impact on operational requirements as reflected in Transporter‟s personnel, management, facilities, equipment, etc. specified in this Contract, and/or as shown in Transporter‟s Annual Balance Sheet if it stipulates Transporter‟s liabilities more than its assets in its financial position and/or as shown by financial indicators of Kuwait Stock Exchange Report if Transporter is registered in it, adversely affects its ability to perform hereunder, or if Transporter should refuse or fail to supply satisfactory Equipment thereto, or should fail to make prompt payment for labor, or disregard laws, ordinances or the reasonable instructions of Shipper, or otherwise commit any violation of any section hereof, Shipper may, without prejudice to any other right or remedy, terminate this Contract forthwith and without court judgment after having given at least fifteen (15) calendar days written notice to rectify the problem/issue at hand to the satisfaction of the Shipper and the Transporter having failed to do so. 19. LOSS AND DAMAGE Page 8 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 a) Transporter shall pay Shipper either directly or through Transporter‟s insurance company, for the full actual loss and damage to Cargo occurring because of the Transporter‟s involvement other than Force Majeure while in the custody, possession and/or control of Transporter or resulting from Transporter‟s performance of services hereunder, within thirty (30) days after receipt of invoice from Shipper, Shipper‟s value applicable to the Freight so lost or damaged, together with all taxes, fees, and other charges of any kind or nature which Shipper may have paid or may require to pay or collect in respect to or measured by such Cargo or the manufacture, storage, distribution, transportation, or sale thereof. b) The total liability of the Transporter to the Shipper arising from loss and/or damage to any shipment of cargo no matter how caused shall not exceed 110% of the value of that shipment of cargo as disclosed in the Shipper‟s commercial invoice. c) Transporter shall at its sole cost and expense is fully liable and responsible for returning salvaged Cargo, as described in Paragraph (a) of Article 14 above, to the Shipper‟s point of origin and/or to dispose/deliver the damaged Cargo as per the instructions of the new owner(s) for such damaged cargo. In addition, Transporter shall be responsible to make necessary arrangement to transport replacement Cargo to the originally intended destination as per Shipper‟s instruction for which the cost will be to the account of Shipper as per the rate stipulated in Appendix C of this Contract. 20. LIQUIDATED DAMAGES a. Notwithstanding the provisions of Article 19 above, failure of the Transporter to perform the services under this Contract as listed in Appendix “A” of this Agreement and in accordance with KPI standards mentioned in Article 31 herein and provided that the Transporter has been given by the Shipper 15 days official notification to rectify the non performance of any of the KPI levels shall allow the Shipper without prejudice to any other rights or remedies to hold Transporter responsible for the payment of transportation cost arising from any replacement vehicles employed by the Shipper as a result of Transporter‟s failure till the failure is rectified. b. In the event the Transporter has a complete service failure or stoppage of transportation service that will have a detrimental effect on the Shipper‟s business and which is not caused by the Shipper or his associates and the reason is not Force Majeure , Shipper will have the right to take immediate action by engaging another Transporter to carry out its transportation services until the Transporter resumes its transportation activities. In case of failure of the Transporter to perform the services under this Contract as listed in Appendix „A‟ of this Agreement and in accordance with KPI standards mentioned in Article 31 herein, the day or days (including Thursdays, Fridays and legal holidays) during which service failure been made, shall be considered disability days and the minimum volume commitment will be reduced by actual MT planned but not shipped due to such disability day(s) occurring during the term of this Contract and any resulting fractions of a ton shall be rounded upward to the next whole MT. c. As stipulated in Article 20 (a) and (b) above, the Shipper has the right to charge the Transporter for the amount paid in excess of the agreed transportation rate with the Transporter plus 10% of the Contracted transportation cost of replacement Truck(s) as an Page 9 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 administrative expenditure, with the total charges not exceeding 125% of the agreed transportation rates with the Transporter as indicated in Appendix “C” of this Contract. d. In case the Transporter violates Shipper‟s Health, Safety and Environment policy rules as stated in Appendix “D” of this Contract at the Shipper‟s Plant, Shipper will have the right to charge the Transporter for the amount of KD200/- (Kuwaiti Dinars Two Hundred) per violation incident officially reported by the Shipper‟s Plant Personnel in charge. e. The Shipper has the right to freeze an amount equal to the sum claimed in Article 20(a) and (b) above from the outstanding payment account of the Transporter and deduct the same from the invoices pending payment to the Transporter if the claim is not settled through normal invoice payment process only after clearly accepted responsibility of the failure to render the services described in the contract by the Transporter. 21. NON-DISCLOSURE Neither party hereto shall disclose to persons and entities other than its subsidiaries, affiliates, employees, agents and auditors any information regarding any part of this Contract. 22. NOTICES Any written notice hereunder shall be deemed given upon two (2) business days following the mailing thereof by registered or certified mail or by overnight delivery service at the applicable address set forth in this Contract, or to such other address as may have been specified in writing. A post office or delivery service receipt shall be prima facie evidence thereof. All notices required or contemplated under this Contract shall be addressed as follows: To: (Shipper) EQUATE Petrochemical Co. NBK Building Jleeb Al-Shuyouk Kuwait Attention: To:(Transporter) Attention : 23. MOST FAVOURED SHIPPER If lower rates or charges are offered by the Transporter for the same or similar commodities at the same or lower volume for the same destinations as shown in Appendix “C”, such new rates or charges shall apply to Shipper so long as they remain in effect. 24. ASSIGNMENT AND SUBCONTRACT Any assignment, subcontract or other transfer of this Contract and or the financial dues and monies arising there under in whole or in part by Transporter other than what is specifically stated in this Contract without the prior written consent of Shipper shall be void. However, that no such consent, if given, shall be valid where the proposed transfer is to an entity that does not possess appropriate authority pursuant to Section 1 hereon. Page 10 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 25. ENTIRE AGREEMENT This Contract is the entire and sole agreement between the parties with respect to the subject matter hereof, and supersedes any tariff or other publication of Transporter, any prior agreements between the parties hereto relating to transportation hereunder, and any bill of lading or other document of carriage issued in connection with transportation hereunder. 26. RECORDS Each party shall maintain, for a period of not less than 5 (five) years, records reasonably demonstrating compliance with its obligations under this Contract. Each party also shall, upon request, make such records reasonably available to the other for purpose of audit. Such records shall be made available at the holders place of business (within Kuwait) for audit during normal working hours. 27. CHANGES No change to this Contract shall be binding upon the parties hereto unless in writing and mutually signed by their duly authorized representatives. 28. SURVIVAL The provisions of the Sections of this Agreement entitled “Indemnity” and “Records” shall survive the termination hereof. 29. FINANCIAL GUARANTEE. Within thirty (30) days of signing this Contract, Transporter shall execute and deliver to Shipper an unconditional and irrevocable Bank Guarantee of 10% of the yearly contract value in favor of Shipper which shall remain valid through the term and extension of this Contract. 30. APPLICATION LAW This Contract, and all disputes arising hereunder, shall be governed by and construed in accordance with the laws of Kuwait. 31. PERFORMANCE MEASUREMENT Page 11 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 Transporter shall implement and utilize the Statistical Process Control (SPC) concept to both measure and continuously improve performance. This concept shall be implemented by Transporter within the time frame designated by Shipper. a. With the exception of the 3-month mobilization period, Shipper shall measure Transporter‟s performance on a monthly basis against the Key Performance Indicators (KPI) standards set forth below. The expected performance of each of these standard is 100% , but shall not fall below the following KPI levels: Sr # 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Dedicated Trucks Truck availability in any 98% Minimum given month and on time arrival for loading as per schedule On time delivery to the 98% Minimum final destination (transit time) Delivery of “cargo” as 98% Minimum received Round trip days per 98% Minimum destination On time document delivery 98% Minimum Driver(s) performance / 100% Minimum attitude Trailer acceptance for 100% Minimum loading Compliance with H.S. & E 100% Minimum policy Management performance / 98% Minimum attitude and complaint management Shipment tracking 98% Minimum Spot Trucks 90% Minimum 90% Minimum 95% Minimum Not Applicable 98% Minimum 95% Minimum 95% Minimum 100% Minimum 98% Minimum 90% Minimum b. Transporter should follow the Shipper‟s work process for seamless operations and customer satisfaction. c. K.P.I. parameters as mentioned in Article 31 (a) above are further defined as follows: Definitions of KPI Parameters: Page 12 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 1. Truck availability : Transporter‟s ability to supply the required trucks for any month according to the respective monthly volume given to the Transporter by the Shipper on the day of loading as mentioned in the booking requests. If Shipper fails to provide the requested volume due to problems other than the Transporter‟s, the Transporter will not be held responsible. 2. On time delivery to the final destination (transit time): Transporter‟s ability to maintain the total time taken for the truck to travel from Shipper‟s loading facility up to consignee‟s designated warehouse on the assumption that consignee takes one (1) working day for custom clearance and further one (1) working day for off loading and releasing the truck as per estimated transit time schedule as shown in Appendix C of this Contract. 3. Delivery of cargo as received: Transporter‟s ability to deliver cargo in safe and sound condition as received from Shipper to consignee without any exceptional reports like shortage or damages excepting under substantiated force majeure conditions (reasons beyond Transporter‟s control) 4. Round trip days per destination: Transporter‟s ability to meet the round trip days for destinations mentioned in Appendix ”C”. 5. On time document delivery: Transporter‟s ability to deliver the correct documents to the Driver and the concerned authorities for the Transportation of the cargo. 6. Drivers performance / attitude: Number of complaints per month per driver received by the Shipper and Transporter‟s inability to rectify the same immediately. 7. Trailer acceptance for loading: Transporter‟s ability to supply good condition trucks and drivers as per specifications and requirements of the Shipper. 8. Compliance with H.S. and E. Policy : Transporter‟s ability to ensure conformity to Shipper‟s HS&E policy requirements, including accidents and incidents of safety, health and environment. 9. Management performance/attitude, number of complaints and its Management: Shipper‟s overall evaluation of the Transporter on a monthly basis and ability of the Transporter upon receiving any complaint, written or verbal, from the Shipper to ensure and rectify such complaints to avoid its recurrence. 10. Shipment Tracking: Page 13 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 Transporter ability to provide daily trucks tracking information in coordination his Agent‟s offices to notify the Shipper‟s Agent or customer of the shipment ETA/ delays, etc at any point in time. 32. TERMINATION The Shipper has the right to terminate the Contract : a) Once the Contract expiration date is reached. b) If Transporter is unable to provide services as specified in Appendix A and/or Article 31 herein for the safe and timely transportation and delivery of the cargo as requested by Shipper for ten (10) or more continuous working days, then the Shipper shall have the right to forthwith, suspend or terminate, at its option, this entire Contract or any portion thereof caused by the inability of Transporter to provide such service(s), without a notice and or a court judgment. c) Per Article 9 (c) and Article 3 (e) of this Contract d) In event this Contract is terminated due to Article 32 (b) and/or Article 18 of this Contract, the termination of this Contract shall not relieve or release either party hereto from any rights, liabilities or obligations which it has accrued prior to the date of such termination. 33. ARBITRATION Except as otherwise provided herein any dispute or claim arising hereunder which is not amicably settled by the parties shall be exclusively settled by arbitration. Arbitration shall be held in Kuwait in accordance with the G.C.C. Commercial Arbitration Contract Proceedings by a panel of three (3) arbitrators unless the parties can agree on a single arbitrator, no member of which shall have any interest in or with either party. All arbitrators shall be commercial persons familiar with overland transportation. Upon mutual agreement of the parties, arbitration may be held in any other place. Either party hereto may call for such arbitration by service upon the other at the address specified in Article 22 hereof of a written notice specifying the name and address of the arbitrator chosen by the first moving party and a brief description of the disputes or differences which such party desires to put to arbitration. If the other party shall not, by notice served upon the first moving party at the address specified in Article 22 hereof within thirty (30) days of the service of such first notice, appoint its arbitrator, then the first moving party shall have the right without further notice request the Kuwaiti courts to appoint or compel the other party to appoint its arbitrator. In the event that the two arbitrators fail to appoint a third arbitrator within thirty (30) days of the appointment of the second arbitrator, either arbitrator may apply to a judge of any court of jurisdiction in Kuwait for the appointment of a third arbitrator, and the appointment of such by such judge shall have precisely the same force and effect as if such arbitrator had been appointed by the two (2) arbitrators. Until such time as the arbitrators finally close the hearings, either party has the right by written notice served on the arbitrators and on the Page 14 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 other party to specify further disputes or differences under this Agreement for hearing and determination. The arbitrators, by majority vote in writing, may award damages and expenses which they deem proper. In addition, the arbitrators shall assess the costs of the arbitration including interest, pre judgment interest, their fees, and reasonable attorney‟s fees, against either party, or both, in such manner as they shall set forth in their written findings of facts and conclusions. Such decision shall be final and conclusive, and may be enforced in any court of competent jurisdiction. The arbitrators may award exemplary, punitive damages and may order specific performance. A written copy of such decision shall be served by the arbitrators on the parties at the address as specified in Article 22 hereof. The enforcement of the arbitration decision shall be carried out by any court of competent jurisdiction. 34. TAXES Kuwait Ministerial Order No. 44 of 1985 requires that the final five percent (5%) payment of any Agreement value be retained until Freight Forwarder produces a "No Objection Letter" (NOL) from the Kuwait Department of Income Taxes (DIT). EQUATE will require in lieu of retention an acceptable form of irrevocable financial guarantee (irrevocable Letter of Credit, Bank Guarantee, etc.) and hold that 5% or the irrevocable guarantee until Freight Forwarder furnishes evidence from the Kuwait Department of Income Taxes that the requirements of Ministerial Order No. 44 have been satisfied. Page 15 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed as of the day and year first above written. For and on behalf of the Shipper EQUATE Petrochemical Company K.S.C.C. By: Title: By: Title: For and on behalf of the Transporter Signature:_____________________________ Dated : _______________________________ Signature:_________________________ Dated : ___________________________ Any future affiliates and /or subsidiaries of the above companies may be included as Shippers after this Contract has become effective. Affiliates / Subsidiaries listing 1. Petrochemical Industries Co. (PIC) 2. EQUATE Marketing Co. (EMC) Page 16 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 LIST OF APPENDIXES 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX APPENDIX A B C D E F G K L M Overland Transportation Services Transportation Service Origins and Destinations Transportation rates and Round Trip EQUATE Health, Safety & Environment Policy Commodities Equipment Specifications List of Dedicated Trucks Shipment Deviation Charges Sales Forecast Per Destination Truck Type Requirements per Destination for Spot Business Page 17 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „A‟ OVERLAND TRANSPORTATION SERVICES. 1. Transporter shall arrange Shuaiba Industrial Area and Shipper‟s plant gate passes for drivers and trucks. 2. Transporter shall make his Equipment always available a day prior to the loading day to include weekend/ official holidays upon the Shipper‟s request to load on weekends / official holidays without extra charges or costs of whatever nature. 3. The Transporter shall supply spot trucks and exclusive Dedicated trucks (owned/subleased), managed and fully controlled by the Transporter, as per Shipper‟s equipment specifications and requirements mentioned in Appendixes “F”, “G” and “M” herein and used only for Shipper‟s business. 4. Transporter shall substitute any broken truck and shall always be ready to remove any broken truck during operation in any place within area of Contract and to off load the other one within 24 hours. 5. Upon the Shipper‟s request, the Transporter shall offer the following additional services : - Delivery of Break-bulk goods to domestic customer(s) within Kuwait for the Shipper‟s account - Delivery of the Scrap product, in Bulk or in Container to any destination specified within Kuwait. 6. Transporter shall have 3 (Three) dedicated coordinator to manage and coordinate with the plant warehouses, freight forwarder, and/or any other assigned party by Shipper. Such coordinator should be able to communicate in Arabic and English languages and reachable at any time 24 hours per day. 7. Transporter must provide e-mail linkage with Shipper and Freight Forwarder as minimum requirement for electronic communication. 8. Transporter shall serve all overland destinations nominated by Shipper as listed in Appendixes “B” & “C” of this Contract. 9. Transporter shall ensure that all shipping document related to the consignment are in the possession of its driver(s) in a sealed envelop prior to the trip commencement. The arrival at destination with improper shipping document shall be considered as service failure and so indicated on the performance report. Page 18 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 10. Transporter shall have in place a formal process that ensures the safe carriage of Shipper‟s products while in transit and in the possession of the Transporter from the time of pick-up at Shipper facility and until they are delivered to the care of the consignee at final destination. 11. The Transporter shall have full management control over the fleet utilized under this Contract. 12. The Transporter shall be solely responsible for all road expenses, costs of taxes including but not limited to Road Weight Limits, restrictions and all transit manifest and/or transfer/export Customs Bayan(s) costs but excluding cargo related government duties and clearance costs at final customs clearance point which is to be borne by customer unless specified otherwise during transportation from origin to door destinations. 13. Transporter shall deliver the cargo to the consignee at destinations as received. 14. Transporter shall have a commercial and legally bound representative in Kuwait. 15. Transporter shall perform its services to the fullest extent within the framework of this Contract from Kuwait even in cases of whatsoever problems in the destination or transit countries which cause delays in the arrival / return of its vehicles or limits the nationalities of drivers which can be employed. Delays resulting from Force Majeure as defined in Article 17 of this Contract are excluded from this. 16. Transporter shall be responsible for issuing and/or obtaining an authenticated Export Bayans, Transit Manifest, Truck Waybill “consignment note” and any other trip document required at destination for each shipment/trip for which Shipper or its agent shall provide copies of the Commercial Invoice and Certificate of Origin or any other shipping document required for Bayan processing and truck clearance(s). 17. Transporter shall provide shipment tracking system to Shipper‟s freight forwarder through web facilities as per Shipper‟s requirements. This is required to be in place within 90 days after contract period begins. 18. Transporter shall provide Shipper the overland round trip services upon mutual agreement between the two Contractual parties. 19. Transporter shall ensure confidentiality of the content of Shipper‟s Shipping Document while under his custody. 20. Without any prejudice, the Transporter shall advise the Shipper of any foreseen problems/issues related to the transportation and the operation one week (seven days) prior Page 19 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 to the new month allocation to meet the monthly volume forecast, +/- 15%, as mentioned in Appendix “L” of the Contract. 21. Transporter agrees to follow all of the Shipper‟s Standard work processes related to the Overland Transportation. 22. Transporter agrees to provide the Shipper and/or Shipper‟s Agent with the following Reports : Tracking report – includes the shipment variances and analysis. Monthly forecast versus actual by destination. Equipment preventive maintenance schedule Any other reports related to the Shipment and requested/required by the Shipper. 23. Transporter shall keep on record all originals of the delivery notes issued by the Shipper and signed by the Customer as a proof of the official shipment delivery and the Cargo status. The Shipper has the right to request and test these delivery notes as and when required. 24. Transporter agrees not to shift the Shipper‟s cargo whatsoever after loading the Truck at Shipper‟s Warehouse unless prior written approval is given by the Shipper. Page 20 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „B‟ TRANSPORTATION SERVICE ORIGINS AND DESTINATIONS Commodity Ex/Origin: Polyethylene/Polypropylene warehouse sites at Shipper‟s Plant in Shuaiba Industrial Area, Kuwait. All destinations as per Appendix C of this Contract. Destinations: Page 21 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX “C” OVERLAND TRANSPORTATION RATES FOR DEDICATED & SPOT TRUCKS A) Rates Structure and Round Trip 3 YEARS 5 YEARS SPOT DEDICAT SPOT DEDICATED RATE ED RATE RATE RATE KWD PER KWD PER KWD PER KWD PER TRIP TRIP TRIP TRIP Round trip (Days) COUNTRY DESTINATION Eastern Province (Dammam, Khobar, etc.) Central Province KSA (Riyadh, etc) Western Province (Jeddah, Mecca, etc.) Bahrain BAHRAIN Doha QATAR Homs / Huma Damascus SYRIA Lathkia Aleppo Sahab Free Zone Zarka Free Zone JORDAN Amman LEBANON Beirut Jebel Ali Abu Dhabi UAE Sharjah Sohar Salalah OMAN Muscat Aden Yemen Cairo EGYPT Suez Number of dedicated trucks: _____ (Please indicate the number of dedicated trucks required to execute this contract based on Appendix L - sales forecast) Page 22 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „C‟ (continued) B) Rate Conditions By Truck Type 1. Dedicated Truck The all-in rates mentioned in the above table “A” for Dedicated trucks are fixed and “all-in” on per trip basis and subject to changes at the beginning of each Contracted year based on the variable costs related to the road expenses of the Shipper‟s product (fuel, government taxes/ duty, etc.) . Based on official support documents the above change in rates up and down shall be reviewed by both parties and mutually agreed to for implementation. The all-in rates mentioned in the above table “A” are inclusive but not limited to the road expenses, the Overweight Bridge Fees for Bahrain Market, truck costs, license/gate pass/entry fees, transportation profit, management cost and taxes related to road trip costs to transport cargo as received from Shipper‟s warehouse at origin to deliver to Customer‟s facilities at destination but excluding cargo related duties and clearance costs at final customs clearance point which is to be borne by Customer unless specified otherwise. 2. Spot Truck The above rates are fixed and “all-in” on per trip basis are inclusive but not limited to the road expenses, the Overweight Bridge Fees for Bahrain Market, truck hire rate, license/gate pass/entry fees, transportation profit, management cost and taxes related to road trip costs to transport cargo as received from Shipper‟s warehouse at origin to deliver to Customer‟s facilities at destination but excluding cargo related duties and clearance costs at final customs clearance point which is to be borne by Customer unless specified otherwise. Based on official support documents the above change in rates shall be reviewed up or down by both parties and mutually agreed to for implementation 60 (Sixty) days prior to each Contracted year start. C) GENERAL CONDITIONS 1. Net weight per truckload for all destinations is 24.75 MT as minimum requirement of net cargo load per trip. In the event that the Shipper is unable to load the minimum required net weight as mentioned herein due to problems / issues at the Shipper‟s end, dead freight costs will be for the Shipper‟s account. 2. Additional destination may or will be included in the Contract subject to the mutual agreement of both parties on the rates, terms and conditions. 3. This rate structure is applicable to both Dedicated and Spot trucks . Reefer trucking if required will be used and rates will be agreed to on a case by case basis for contingency situations. Page 23 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 Page 24 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „D‟ SEE ATTACHED DOCUMENT Page 25 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „E‟ COMMODITIES        Polyethylene Polypropylene Scrap from the Shipper‟s plant Bags Pallets Containers – 20 ft and 40 ft Any Packaging or storage products related to PE and PP logistics or production including returned spare parts and raw materials. Bulk Polypropylene and/or Polypropylene in “Bulk Containers”. Shipper will provide and install at time of loading the required “Inner PE Bags” for this commodity loading. Page 26 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „F‟ EQUIPMENT SPECIFICATIONS General: - Overall Weight of Head Cabin and Trailer must be capable of loading 22 pallets of 1.410 Ton of finished Goods , single stack arrangement ( Dimension of pallet is 1.1 * 1.3 Meter with a height of 2.25 Meter ) and complies with all Governmental rules and regulation of all boarders passing through while carrying the load . - Back of the trailer door when lowered down must be max. 45 cm away from the floor so not to prevent the Hydraulic Latch hooked on warehouse loading doors from movement. - Trailer to have Bumper attached at the end with a height of 45-65 cm from the floor , so it can be held by the warehouse loading door Hydraulic latch - In all type of trucks, lashing must be secured according to the product loaded. (Refer to Lashing Policy) - All Lashings status must be checked by the truck driver and tightened if loose on every truck stops during the trip Safety: Two spare wheel holders. Four wheel chocks with carriers. Wide – angle exterior mirror on front passenger side. Flashing lamp on top of cabin head. Ramp mirror. No flame starting system. Sun vision outside transparent. Safety belt for driver. Rear view mirror not heat able. Fire extinguisher Note: 1. Truck Head Cabin and trailer should be in Excellent condition 2. Tarpaulin to be provided to cover the whole trailer with EQUATE logo (colored) on all three sides (left, right, back) of a noticeable size in case of dedicated trucks . 3. All Cargo under Tarpaulin must be stable, not movable, by appropriate means of lashing.( Refer to lashing Policy ) 4. Model of Truck (Head Cabin, trailer) should be five years old Maximum from the date that will be available at EQUATE premises. 5. Truck should comply with all Kuwait Government Rules & Regulations for all Ministries. (Ex. And not limited to ….. Ministry of Interior (motor vehicle division ) Page 27 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 6. Truck should comply with the Kingdom of Saudi Arabia Boarder‟s rules and regulation including the customs seal and tarpaulin requirements. Continue APPENDIX „F‟ (EQUIPMENT SPECIFICATIONS) 7. All Trucks Carrying 22 Pallets (30.25MT) load must be a three axils type trailers. 1. Dedicated Trucks with curtain side trailers: Dedicated trucks shall mean trucks owned by the Transporter or leased for the duration of the Contracted term. Completely and continuously managed by the Transporter throughout the term of the Contract. Dedicated exclusively for Shippers load as per the Shipper‟s requirements and specifications mentioned below Head cabin specifications: - Heavy duty “W “type in 4x2 Axle in random arrangement .2 x 12 Ton. - 6 V - 8 V Engine, 230 – 280 Kw (300 – 380 HP), Turbo - Double charged with intercool, direct Injection system, water cooled. - Transmission, 16 speed synchronized with overdrive. - Speed, Minimum or equal to 98 Km/hr. - Single disc dry plate clutch, Hydraulic actuated, self adjusting. - Power steering - 2 line compressed air brake system on all wheels plus 1 additional hand parking brake. Trailer dimensions: Material : Length: Width: Height from floor Height of Curtain Cladding Additional 2. Spot Trucks: 3mm checkered steel sheets Platform Min. 15 meters 250 cm 140 cm 250 cm, siding from strong PVC For Roof Front &, Outside one One piece of Fiberglass , Inside Plywood 9 mm Except roof with 4 mm . Internal Belts with Hooks for tying Goods .Side Curtain Trailer provided with belts & Locks to keep curtain Firm. Spot Trucks shall mean: Independent Truck Drivers Fleet Operators not dedicated for EQUATE Biz Page 28 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 Sub-Contractors with a mixed registered type of trucks Transport Office and Domestic Market. Continue APPENDIX „F‟ (EQUIPMENT SPECIFICATIONS) Specification of Spot trucks: In good mechanical, road and cargo worthy condition Height 140 cm to 165 cm Width 240 cm inside Length minimum 12 meters for the load of 24.75 MT Preferably with collapsible sides with 140 cm to 160 cm height Adequate lashing material and tarpaulin. ( Refer to Lashing policy ) Flat bed trucks preferably with supporting bars if required LASHING POLICY FOR OVERLAND SHIPMENTS 1. Lashing Types 1.1 Lashing Straps or belts. 1.2 Lashing chains or wire ropes. 1.3 Twist locks. 2. Usage of Lashing Types 2.1 For Palletized PE & PP materials, Type 1.1 (above) is used in order to secure pallets on overland trailers. 2.2 For containerized PE & PP materials, either 1.2 or 1.3 types (above) are used in order to secure Export containers on a flat bed trailers. 3. Lashing Specifications 3.1 All lashing straps or belts sizes mentioned in 1.1 (above) are of minimum width of 2 inches and have to be certified by manufacturer for minimum SWL of 1.5 tons and should be provided with suitable tightening gear that can be tightened out side the tarp and KSA customs seals. 3.2 All lashing chains or wires ropes are to be certified by the manufacturer for a minim SWL of 7.5 tons. Note: (SWL = Safe Working load). All twist locks are to be certified by manufacturer with the same ISO standard.Twist locks are used for ISO container lashing on container ships. 3.4 All other lashing equipment i.e. bull dog grips, shackles, others are to be with the same SWL of each lashing type when they are in use. Page 29 of 47 3.3 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 Continue APPENDIX „F‟ (EQUIPMENT SPECIFICATIONS) 4. Lashing Methods 4.1 All pallet rows across a curtain or flat bed type trailers have to be lashed and secured with lashing type 1.1 above to allow the lash run over the pallets top from one side to another. (see sketch # I for details) 4.2 All containers on a F.B (Flat Bed) trailers are to be lashed with cross “X‟ chain or wire ropes from top corner cast of container to other bottom end of the trailer done both at Front and back side of the trailer. If two 20‟ containers are loaded then both sides of the trailers should be fitted with side-bars to hold the containers ends at mid section from sliding outwards. (see sketch # II for details) 4.3 Flat bed (FB) trailers fitted with a suitable twist locks to accommodate either one 40‟ container load or two 20‟ containers load do not requires any additional lashing. 4.4 In all cases when two 20‟ containers are loaded on one trailer then prior dispatch the door ends of both containers should be positioned towards the outward ends of trailer (Front and backsides) so as to allow door access for customs work. (see sketch # III for details) 4.5 In all cases when pallets are loaded on to truck the last row of pallets at the rear end of trailer should be lashed with cross (X) straps or belts with the tightening end on trailers side towards the front end so as to hold the pallets from leaning backwards. (see sketch # IV for details) 5. Suitable Lashes by Truck Type 5.1 For Pallet shipments: 5.1.1 Curtain and Flat bed type trucks require 11 lashes to include an “X” lash at the rear end as per lashing methods in policy # 4 as above. 5.1.2 Combination of Collapsible low doors with curtain tops type trucks requires 11 lashes to include an “X” lash at the rear end. 5.1.3 Fixed and Collapsible side trucks type requires 6 lashes to include an “X” lash at the rear end if door gap is more than 10 cm. 5.2 For container Shipments Overland 5.2.1 Flat bed trailer with minimum width of (2.3 meter), long enough to accommodate one 40‟ container or two 20‟ containers. Page 30 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 5.2.2 5.2.3 Skeleton type container trailers with twist locks should be as per the trailer‟s design if for 20‟ only or for both 20‟ and 40‟ container sizes. Fixed side box trailers with minimum inside width of (2.4 meters). If there is a hangover at rare end for a 40‟ container load, then the hangover should not Continue APPENDIX „F‟ (EQUIPMENT SPECIFICATIONS) exceed 1 meter, In all cases the container doors should be opened aside to allow loading at warehouse ramp. Page 31 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX „K‟ SHIPMENT DEVIATION CHARGES AT DESTINATION Upon the Shipper‟s request for deviation the following charges will apply: a) KD----/- per truck per deviation within the same country if final destination diverted to is more than 100 km radius from the original destination specified in the Shipper‟s booking request form. b) The deviation charge mentioned above is non-applicable if the deviation is within the route of the final destination and the Transporter has not surpassed the same upon receipt of the “diversion request” from the Shipper. c) Costs other than the deviation mentioned in item (a) above, if any, will be mutually agreed to with prior approval of the Shipper. d) In case of deviation, the applicable freight rate will be as of the final destination rate mentioned in Appendix “C” herein. Page 32 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX – „L‟ SALES FORECAST PER DESTINATION Important note: the below table does not reflect EQUATE actual volume, it will be used by EQUATE for pre-qualification purposes only. The actual figures will be presented to the pre-qualified vendors and later will be included in the contract prior signing. Please use the following figures for calculation purposes only. Actual figures are considered confidential at this stage: ANNUAL VOLUME ( # OF TRUCKS) 100 36 50 75 65 1100 193 24 606 185 540 150 200 340 3,664 Country Bahrain Qatar KSA DESTINATION Bahrain Doha Dammam Riyadh Jeddah Jebel Ali Muscat Salalah Kuwait Beirut Aleppo Homs Damascus Amman GRAND TOTAL UAE Oman Oman Kuwait Lebanon Syria Jordan   The Shipper will notify the Transporter 4 months in advance if there is an increase in the above total annual volume forecast. First Contracted year will be a complete twelve month period from first truck shipment loaded date at EQUATE plant‟s Warehouse and any consecutive Contracted years thereafter will be a complete twelve months period from the previous Contracted year. Page 33 of 47 EQUATE Petrochemical Co. K.S.C.C. Reference: LOG/OL/Company-2008-10 APPENDIX-„M‟ TRUCKS TYPE PER DESTINATION FOR DEDICATED & SPOT Market Requirements Based on Truck Type Destination Qatar Bahrain KSA Syria Lebanon Jordan UAE Oman Note: 1. The market requirement for the type of truck is subject to a change, 2. All trucks must Comply with KSA / in Transit Border Customs in the tarpaulin /seal requirements 3. All Trucks must have lashing as per the lashing policy. Dedicated Curtain Curtain Curtain Curtain Curtain Curtain Curtain Curtain Spot Collapsible Collapsible Collapsible Collapsible Collapsible Collapsible Collapsible Collapsible Page 34 of 47