Terms of Trade

1. Introduction and Scope

1.1 These Terms of Trade ("Terms") govern all transactions, contracts, and business dealings with Asatoil.

1.2 By engaging in any transaction with Asatoil, you agree to be bound by these Terms.

1.3 These Terms apply to all commodities traded by the Company, including but not limited to:

Crude oil, condensates, and refined petroleum products
Fuel oil, diesel, gasoline, jet fuel, and marine fuels
Natural gas, liquefied natural gas (LNG), and liquefied petroleum gas (LPG)
Hydrogen, helium, and industrial gases
Petrochemical products, feedstocks, and derivatives (naphtha, ethylene, propylene)
Industrial and base metals (steel, iron ore, aluminium, copper, zinc, nickel)
Precious metals (gold, silver, platinum, palladium)
Agricultural commodities (coffee, cocoa, sugar, grains, edible oils, fertilizers)
Cement, construction materials, and other internationally traded commodities

2. Incorporation and Hierarchy

2.1 These Terms are incorporated by reference into all contracts, purchase orders and confirmations.

2.2 In the event of any conflict or inconsistency between these Terms and specific agreements, the following order of precedence applies:

Expressly negotiated and signed written agreements
Trade confirmations and contracts referencing these Terms
These General Terms of Trade
Applicable trade rules and Incoterms® 2020
Turkish Commercial Code and applicable international trade law

3. Formation of Contract

3.1 Contracts are formed when:

Both parties sign a written agreement, or
The Company issues a sale/purchase confirmation that is accepted by the Counterparty, or
Performance commences following verbal agreement (subject to subsequent written confirmation)

3.2 No contract is formed until:

Required due diligence and KYC checks are satisfactorily completed
Necessary internal approvals are obtained
Compliance with sanctions and regulatory requirements is confirmed
Required payment security or guarantees are provided

3.3 The Company reserves the right to decline any transaction at its sole discretion.

4. Pricing and Payment Terms

4.1 Pricing

Prices are quoted in USD unless otherwise specified
Prices are based on agreed market indices, formulas, or fixed prices
Prices exclude taxes, duties, levies, and charges unless expressly stated
The Company reserves the right to adjust prices for changes in taxes, regulations or duties

4.2 Payment Terms

Payment must be made in immediately available funds
Payment currency must match contract specification
Time is of the essence for all payment obligations
Interest accrues on overdue amounts at 2% per month or the maximum rate permitted by law
The Company may require advance payment, letters of credit, bank guarantees or other security

4.3 Letters of Credit

Must be issued by prime international banks acceptable to the Company
Must be irrevocable, confirmed, and transferable
Must comply with UCP 600 (Uniform Customs and Practice for Documentary Credits)
Must allow partial shipments and transshipment unless otherwise agreed
All banking charges are for the account of the applicant

4.4 Set Off

The Company may set off any amounts owed by the Counterparty against any amounts due
No set off is permitted by the Counterparty without the Company's prior written consent

5. Delivery and Performance

5.1 Delivery Terms

Governed by Incoterms® 2020 unless otherwise specified
Risk transfers according to the agreed Incoterm
Title transfers upon full payment unless otherwise agreed
Delivery dates are estimates unless expressly stated as guaranteed

5.2 Quantity and Quality

Quantities are subject to normal commercial tolerances (typically ±5 to 10%)
Quality specifications are as stated in the contract with industry standard tolerances
Independent inspection at loading/discharge ports is binding for quality and quantity
Inspection costs are allocated as per contract terms or industry practice

5.3 Shipping and Logistics

The Company may arrange transportation, insurance, and logistics as agent or principal
Demurrage, detention, and delay charges apply as per contract or port tariffs
Force majeure events affecting shipping are governed by Section 12

6. Title and Risk

6.1 Risk of loss or damage passes according to the agreed Incoterm® 2020 rule.

6.2 Title (ownership) passes:

Upon full payment of all amounts due, or
As otherwise expressly agreed in writing
Retention of title does not prevent risk transfer per Incoterms®

6.3 The Counterparty must:

Store Company goods separately and identify them as Company property
Not pledge, charge, or encumber goods before title passes
Maintain adequate insurance coverage
Allow the Company to inspect goods and storage facilities

7. Representations and Warranties

7.1 Each party represents and warrants that:

It has full power and authority to enter into and perform the contract
The contract constitutes a legal, valid, and binding obligation
No default or event of default exists under any other agreement
It will comply with all applicable laws and regulations
All information provided is true, accurate, and complete

7.2 The Company additionally warrants that:

It has good title to sell the commodities
Commodities will conform to contract specifications (subject to tolerances)
It will perform obligations in a professional and workmanlike manner

7.3 Except as expressly warranted herein, all commodities are sold "as is" and all other warranties are excluded to the extent permitted by law.

8. Indemnification

8.1 The Counterparty shall indemnify, defend, and hold harmless Asatoil against claims arising from:

Breach of these Terms or any contract
Negligence or willful misconduct
Violation of laws or regulations
Third party claims related to Counterparty's use or resale of commodities
Environmental damage caused by Counterparty's handling or storage
Intellectual property infringement by Counterparty

8.2 The Company shall indemnify the Counterparty for third party claims arising from:

Breach of title warranty
Negligence or willful misconduct by the Company
Non conformity with contract specifications (to the extent proven)

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

In no event shall either party be liable for any indirect, incidental, consequential, special or punitive damages.

9.2 Liability Cap

The Company's total aggregate liability under any contract shall not exceed the contract value.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to:

Liability for death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Willful misconduct or gross negligence
Breach of confidentiality obligations
Indemnification obligations under Section 8
Payment obligations for goods delivered

10. Force Majeure

10.1 Definition

"Force Majeure" means any event beyond a party's reasonable control that prevents performance, including:

Acts of God, war, terrorism, civil unrest, or armed conflict
Government actions, embargoes, sanctions, or regulatory changes
Strikes, lockouts, or labor disputes (excluding those involving the affected party)
Fires, explosions, floods, earthquakes, or natural disasters
Epidemics, pandemics, or quarantine restrictions
Failure of transportation, communications, or infrastructure
Shortage of shipping, vessel unavailability, or port congestion
Changes in market conditions making performance commercially uneconomical (for the affected party only)

10.2 Effects

The affected party is excused from performance during the Force Majeure event
The affected party must notify the other party within 48 hours of becoming aware
The affected party must use reasonable efforts to mitigate the impact
If Force Majeure continues for more than 30 days, either party may terminate
Payment obligations for goods already delivered are not affected

11. Default and Termination

11.1 Events of Default

The following constitute events of default:

Failure to make payment when due
Failure to take delivery or supply commodities as agreed
Breach of any material term not cured within 10 business days
Insolvency, bankruptcy, or liquidation proceedings
Breach of representations or warranties
Violation of sanctions or anti corruption laws
Cross default under other agreements

11.2 Remedies

Upon an event of default, the non defaulting party may:

Suspend performance
Require additional payment security
Accelerate payment obligations
Terminate all or part of the contract
Claim damages for losses incurred
Exercise rights of stoppage in transit
Resell or repurchase commodities
Exercise any other remedies available under law

11.3 Termination for Convenience

The Company may terminate contracts for convenience upon reasonable notice.

12. Sanctions and Trade Compliance

12.1 The Counterparty represents and warrants that:

It is not listed on any sanctions list (UN, EU, OFAC, UK, Turkish, etc.)
It is not owned or controlled by any sanctioned person or entity
The commodities will not be used for prohibited purposes
It will comply with all applicable export control, sanctions, and trade laws

12.2 The Company may:

Refuse to contract with any sanctioned party
Terminate contracts immediately upon sanctions violation
Require certifications and documentation for compliance
Screen all counterparties and transactions

12.3 If sanctions prevent performance:

The contract is immediately suspended or terminated
Neither party has liability for non performance
Payment is due for commodities already delivered

13. Anti Corruption and Ethics

13.1 The Counterparty shall:

Comply with all anti corruption laws (Turkish Penal Code, UK Bribery Act, US FCPA)
Not offer, promise, or provide bribes, kickbacks, or improper payments
Maintain accurate books and records
Implement adequate anti corruption procedures
Report any suspected violations immediately

13.2 Violation of this Section constitutes immediate grounds for termination and indemnification.

14. Confidentiality

14.1 Both parties shall keep confidential all non public information received from the other, including:

Pricing and commercial terms
Technical specifications
Business strategies and plans
Customer and supplier information
Contract terms and conditions

14.2 Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no breach
Was lawfully in the recipient's possession before disclosure
Is independently developed without use of confidential information
Must be disclosed by law or regulatory requirement

14.3 Confidentiality obligations survive termination for 5 years.

15. Intellectual Property

15.1 Each party retains ownership of its intellectual property rights.

15.2 No license or right is granted except as expressly stated in the contract.

16. Insurance

16.1 Insurance coverage is allocated per the agreed Incoterm® 2020 rule.

16.2 Where the Company is responsible for insurance:

Coverage is for 110% of invoice value
Coverage is on standard Institute Cargo Clauses (A) or equivalent
Additional coverage is at Counterparty's cost and request

16.3 The Counterparty must maintain adequate insurance for its obligations and stored goods.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and all contracts are governed by and construed in accordance with Turkish law.

17.2 Dispute Resolution

Parties shall first attempt to resolve disputes through good faith negotiation
If negotiation fails within 30 days, disputes shall be resolved by arbitration
Arbitration shall be conducted under the rules of the Istanbul Arbitration Centre
The arbitral tribunal shall consist of one or three arbitrators
The seat of arbitration is Istanbul, Turkey
The language of arbitration is English
The arbitral award is final and binding

17.3 Interim Relief

Nothing prevents either party from seeking interim or conservatory measures from a competent court.

17.4 Judgment Enforcement

Judgment may be entered on any arbitral award in any court having jurisdiction.

18. Notices

18.1 All notices must be:

In writing
Delivered by hand, registered mail, courier, or email (with confirmation)
Sent to the addresses specified in the contract or on the Company's website

18.2 Notices are deemed received:

When delivered (hand delivery)
3 business days after posting (registered mail)
1 business day after dispatch (courier)
When sent and confirmed (email during business hours)

19. Assignment and Subcontracting

19.1 The Company may:

Assign or transfer its rights and obligations
Disclose the contract to financiers, insurers, or advisors
Subcontract any obligation

19.2 The Counterparty may not assign or transfer any rights or obligations without prior written consent.

20. Entire Agreement

20.1 These Terms, together with any contract documents, constitute the entire agreement between the parties.

20.2 No modification is effective unless in writing and signed by both parties.

20.3 No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

21. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

22. Counterparts

Contracts may be executed in counterparts, including electronic signatures, each of which is an original.

23. Third Party Rights

No third party has rights under these Terms except as expressly stated.

24. Language

The governing language is English. Translations are for convenience only; the English text prevails.

25. Trade Customs and Usage

These Terms are interpreted in accordance with international trade customs and usage.

26. Specific Commodity Provisions

26.1 Crude Oil and Petroleum Products

Quality determined by independent inspector at load port
Quantity determined by vessel figures or shore tank measurements
Demurrage as per charter party or port tariffs
Laytime and demurrage disputes governed by charter terms

26.2 Natural Gas and LNG

Subject to separate long term sale and purchase agreements
Quality specifications per pipeline or LNG terminal requirements
Take or pay obligations where applicable
Re gasification and terminal charges allocated per contract

26.3 Metals and Minerals

Quality determined by independent assay
Price adjustments for quality variations
Weight tolerances per industry standards
Storage and warehousing per contract terms

26.4 Agricultural Commodities

GAFTA, FOSFA, or other applicable trade association rules
Quality and condition at time of shipment
Fumigation and phytosanitary certificates required
Crop year and origin as specified

27. Contact Information

For questions regarding these Terms of Trade:

Asatoil
Legal Department
Email: info@asatoil.com
Address: Şişli, Istanbul, Turkey
UK Office: 32 Woodstock Grove, London, W12 8LE, England

28. Amendments

The Company reserves the right to amend these Terms at any time. Amended Terms apply to contracts formed after the date of amendment.