SUPPLY AGREEMENT

BETWEEN

LATTER GLORY OIL

HS No. H44A
ASHONGMAN ESTATE
P.O. BOX KW 212
ACCRA - GHANA

AND

LEMET CONSTRUCTION COMPANY LIMITED

No. 17, ABC STREET
P.O. BOX STC 643
KANESHIE
ACHIMOTA
ACCRA, GHANA
THIS AGREEMENT is made the 15 /12 /2016 (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 LEMET CONSTRUCTION COMPANY LIMITED (hereinafter referred to
as the “Purchaser”) a company registered under the laws of the Republic of Ghana and having its
registered office at Achimota (ABC Down), Accra-Ghana, acting per its lawful representative
Mr. Johnson T. Teye 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 Construction.

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 Lemet Construction Company Limited and shall include its respective
representatives, agents and assigns.

“Site” shall mean the Purchaser’s site at Achimota (ABC Down), Accra - 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. (under which instance please)

“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 18,000 liters of
Fuel per month.

2.2 In the event that the Purchaser requires more than the 18,000 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 0.20p 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 21days upon receipt of products.

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. INSURANCE

Both Parties shall be responsible for the provision of all required and relevant insurance
policies to cover any and all liabilities that may arise under this Agreement. (Clarification)

10. ASSIGNMENT

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.

11. TERMINATION

9.1 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.

9.2 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;

9.3 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.
10. NOTICE

10.1 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.

11. VARIATION, ENTIRE AGREEMENT, AMENDMENT & WAIVER

11.1 Variation to this Agreement shall not be made by either Party hereto except with the written
consent of the other Party.
11.2 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.

11.3 This Agreement may not be amended except in a writing stated to be a modification of this
Agreement and duly executed by both Parties.

11.4 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.

12. GOVERNING LAW

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

13. 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.

14. CONFIDENTIALITY

14.1 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.

14.2 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.