FUEL (DIESEL) SUPPLY AGREEMENT

BETWEEN

LATTER GLORY OIL

HS No. H44A
ASHONGMAN ESTATE
P.O. BOX KW 212
KWABENYA
ACCRA – GHANA
Email: [email protected]

AND

NENDOR QUARRY
P.O. BOX 58
ACCRA -GHANA
Email: [email protected]
THIS AGREEMENT is made the 26 /01 /2017 (hereinafter referred to as the “Effective Date”)
BETWEEN LATTER GLORY OIL a Sole proprietorship Company registered under the laws
of the Republic of Ghana and having its registered office situated at Ashongman Estate – Accra
acting per its Managing Director, Emmanuel Adu Aboagye (hereinafter referred to as the
“Supplier” which expression shall where the context so requires or admits include its Successors-
in-title and Assigns) of the one part, and NENDOR QUARRY (hereinafter referred to as the
“Purchaser”) a company registered under the laws of the Republic of Ghana and having its
registered site at Nsawam - Ghana, acting per its lawful representative Mr. Casely Doryumu of
the other part.

WHEREAS:

i. The Supplier is an Oil Marketing Company, engaged in the business of procuring,

distributing and selling petroleum products.

ii. The Purchaser is engaged in the business of Quarry.

iii. The Purchaser requires supply of Fuel to satisfy the fuel needs for Transportation
purposes on his site. Agreement sets out the rights and obligations of the Parties herein in
respect of the supply of Fuel.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION

1.1 The Headings in this Agreement shall not affect its interpretation.

1.2 In this Agreement, unless the context requires:

“Supplier” shall mean LATTER GLORY OIL and shall include its respective representatives,
agents and assigns.

“Purchaser” shall mean NENDOR QUARRY and shall include its respective representatives,
agents and assigns.

“Site” shall mean the Purchaser’s site at Nsawam - Ghana.

“Fuel” shall mean diesel fuel in accordance with the standards of the National Petroleum
Authority.

“NPA” shall mean the National Petroleum Authority of the Republic of Ghana.
“Default” shall mean:

With respect to the Supplier:

i. Any disruption in the supply of Fuel to the Purchaser.

With respect to the Purchaser:

i. Non-payment for Fuel delivered; and/or

ii. Failure to take delivery of Fuel supplied by the Supplier after purchaser has made an
official request.

“Force Majeure” means any act, circumstance or event beyond the control of either of the
Parties including, but not limited to, earthquakes, hurricanes, fires, storms, tidal waves or other
acts of God, riots, strikes, lockouts, picketing, boycotts, insurrections, rebellions, civil
disturbances, war and dispositions or orders of governmental authority, whether such authority
be actual or assumed.

“Parties” shall mean the Supplier and Purchaser and the singular shall include the plural and
vice versa.

1.3 All of the Appendices to this Agreement constitute an integral part thereof.

2. SUPPLY, PURCHASE & TRANSPORTATION OF FUEL

2.1 The Supplier shall supply and the Purchaser shall purchase a minimum of 13,500 liters of
Fuel per month.

2.2 In the event that the Purchaser requires more than the 13,500 liters of Fuel in any
calendar month, the Supplier shall supply the required amount upon request by phone call
made by the Purchaser.

2.3 The Supplier shall transport, supply and deliver the Fuel into the Fuel storage tanks at the
Site.

2.4 The sale and purchase of the Fuel shall occur and title to the Fuel shall pass from the
Supplier to the Purchaser upon delivery of the Fuel into the Fuel storage tank(s) at the
site.

2.5 The Supplier shall prepare and provide the Purchaser with Fuel Delivery Note evidencing
the amount of Fuel delivered at the date of each delivery.

2.6 Every Fuel Delivery Note as specified in clause 2.5 above shall be verified, approved and
signed at the time of each delivery by the Purchaser’s representative or employee
receiving the delivery.
2.7 The Supplier undertakes and warrants that the Fuel that will be supplied to the Purchaser
shall be in accordance with the standards of the NPA.

3 TERMS OF AGREEMENT

3.1 This Agreement shall commence on the Effective Date and shall be in full force and
effect for a period of one year certain or until terminated in accordance with the
termination clause below.

3.2 The Parties hereby agree that upon the expiration of the term herein agreed, this
Agreement may be renewed upon such terms and conditions that may be agreed to by the
Parties.

4. PRICE & PAYMENT OF FUEL

4.1 Subject to clause 5.2 below, the price of Fuel sold by the Supplier to the Purchaser
pursuant to this Agreement shall be the quoted SHELL GHANA indicative maximum
price per liter at the time of purchase.

4.2 The Supplier shall grant the Purchaser a discount of GHC 0.10p on every liter of Fuel
sold to the Purchaser.

4.3 The Supplier shall at the time of delivery provide the Purchaser with an invoice supported
by
Fuel Delivery Note for the total quantity of Fuel supplied.

4.4 Payment shall be made 7days upon receipt of product.

4.5 Payments shall be made to Stanbic Bank, Adum Branch with account Name being Latter
Glory Mineral & Investment and account Number 9040003710127.

5.1 In the event that the Purchaser defaults in the payment of any sums of money three (3)
working days after the due date of payment as agreed herein, thereafter such sums of
money shall attract an interest per day, calculable at the prevailing borrowing rate of the
Bank of Ghana.

6. PROVISION AND MAINTENANCE OF FUEL DEPOT

6.1 The Purchaser shall be responsible at its own cost, for the maintenance of the Fuel Storage
depot.
7. OWNERSHIP & RISK

Ownership and risk in the Fuel shall remain with Supplier until it is passed to the Purchaser in
accordance with the provisions of Clause 2.4 above.

8. FORCE MAJEURE

8.1 Any failure by a Party to comply with this Agreement shall be excused if and for so long
as compliance by either Party is hindered or prevented by Force Majeure.
8.2 It is hereby provided that the Party claiming relief of Force Majeure shall give written
notice forthwith to the other Party in respect of the operative circumstances and the
anticipated duration of such circumstance within Forty-Eight hours (48hrs) of the
occurrence of such Force Majeure event.
8.3 The Parties hereby agree that the provisions of this Clause 8 shall not relieve the
Purchaser of its obligation to make payment of monies already earned by and due to the
Supplier by reason of Fuel already delivered to the Purchaser before the occurrence of
Force Majeure.
8.4 Where the Supplier is, as a result of Force Majeure rendered unable to provide the agreed
supply of the Fuel, the Purchaser shall be free to purchase the Fuel from other sources to
meet its requirements for so long as such inability shall continue.

9. ASSIGNMENT
9.1 Either Party may assign its benefits rights or obligations under this Agreement in
whole or in part, provided that it obtains the prior written consent of the other Party
provided however that such consent shall not be unreasonably withheld.

10. TERMINATION

10.1 Either party to this Agreement shall have the right to terminate this Agreement
without prejudice to its other rights and remedies in the event of a Default by the other in
respect of its duties and obligations hereunder and after notice of such Default given to
the defaulting Party by the other and the subsequent failure by the defaulting Party to
remedy such breach within a period of thirty (30) days.

10.2 Notwithstanding anything in this Agreement, either Party reserves the right to
terminate this Agreement forthwith by notice in writing in the event of:

a) Either Party coming under the control of a third Party;

b) Insolvency, bankruptcy or liquidation of either Party;

11 Any material breach of any of the obligations of either Party which has not been remedied
by the Party responsible within fourteen (14) days of having been given notice of such
breach.
12. NOTICE

12.1 Any notice required to be given hereunder shall be delivered or sent by the one Party to
the other at the address listed at the beginning of this Agreement or such other address later
notified to the sender in writing or by an official phone call.

13. VARIATION, ENTIRE AGREEMENT, AMENDMENT & WAIVER

13.1 Variation to this Agreement shall not be made by either Party hereto except with
the written consent of the other Party.
13.2 This Agreement and the Schedules attached hereto constitutes the entire
Agreement between the Parties with respect to the matters dealt with herein and there are
no other agreements, oral or written, understandings or commitments concerning such
matters not expressly set forth herein.

13.3 This Agreement may not be amended except in a writing stated to be a

modification of this Agreement and duly executed by both Parties.

13.4 No waiver in respect of this Agreement shall be of any force or effect unless in
writing, stated to be a waiver of a specified provision hereof and duly executed by the
Party to be bound. Waiver by a Party of any breach or any failure or delay in enforcing
any term or condition of this Agreement shall not thereafter affect, limit or waive that
Party's right to enforce or compel strict compliance with every term and condition of this
Agreement.

14. GOVERNING LAW

The Parties hereby agree that the governing law of this Agreement shall be the laws of the
Republic of Ghana.

15. DISPUTE RESOLUTION

Any dispute between the Purchaser and the Supplier arising out of or relating to this Agreement
shall be resolved in an amicable manner.

16. CONFIDENTIALITY

16.1 Each Party shall each treat the contents of this Agreement and the transactions
contemplated hereby as proprietary and confidential and shall make no disclosures with
respect to such matters without the express written consent of the other Party.

16.2 It is hereby provided that a Party may make disclosures to the extent they are
required by applicable law provided the disclosing Party provides the non-disclosing
Party with as much notice as possible, and shall take all reasonable steps to preserve
confidentiality as permitted by law.
IN WITNESS WHEREOF the Parties hereto have unto set their hands and seal the day and
year first above written.

___________________
[Signature of supplier]
Emmanuel Adu Aboagye
Managing Director
Latter Glory Oil

In the presence of: __________________________________

Signature:_________________________________________

Contact: ___________________________________________

Address:________________________________________

___________________
[Signature of purchaser]
Mr. Casely Doryumu
Managing Director
Nendor Quarry

In the presence of: _______________________________

Signature:______________________________________

Contact: _______________________________________

Address:_______________________________________