Invoice to Invoice details Payment details

Sierra Rutile Limited
Sales Invoice
Date: 31 May 2022 Bank: Barclays Bank plc
ACCESS BANK BUILDING Due date: 30 July 2022 SWIFT code: BARCGB22
30 SIAKA STEVENS STREET
PO BOX 59 Payment terms: NETT 60 Days Sort code: 20-60-53
FREETOWN, SIERRA LEONE
Contact: Mayrian Labor Favre Invoice no: 169785-2.1 Account no: 55511999
Order number: 87488AA IBAN: GB73 BARC 2060 5355 5119 99

Item Line Description Qty Unit Price Total Price

1 Stock Number: 1081222 1 397.70 397.70
1081222

Nozzle ZVA Fueling ZVA25 138105

For Fuel bowser FMX
ZVA25
Part No. 104626

HS Code: 84137059 / Country of Origin: Germany

Total EXW Airland depot, Belgium USD 397.70

Shipment Ref: S00097398

Page 1 of 2
Shipping address and package details
SIERRA RUTILE
2ND FLOOR ACCESS BANK BUILDING
30 SIAKA STEVENS STREET
PO BOX 59
FREETOWN
SIERRA LEONE

Package Type Gross Weight Volume m³ Dimensions

1/1 PAK115207 Wooden Crate 1.00 kg 0 1 x 1 x 1 cm

MOT: 1 package with 1 piece in total. I T ED

IM D
E K L ROA ARK
T P
If you have any queries with this invoice, please email Accounts@basetek.co.uk or telephone +44 (0)1473 603602.
SE AM RO
BA LYTH S EU 9BL 02
For and on behalf of Basetek Limited
ORI 3
S
E P3 36 6
OM ICH, I 73 60 90873 0
GIN N 4
RA IPSW (0) 1 No 002 9
44 EG 41
3 8

Chris Blowers
AL E
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L + NY R GB 7
T PA
CO REG
No
T
All goods sold subject to our standard conditions of sale. VA

30-08-2022
Unisa W. Sanu

3 Lytham Road, Ransomes Europark, Ipswich, Suffolk, IP3 9BL, UK.

Company number: 3908736. VAT number: GB741002980. ISO9001 Certification number: FS 667790. EORI number: GB7410029800000

Page 2 of 2
 SIERRA RUTILE LTD
Phone:
Procurement Office:
Tel: +232 (0) 99000450
PURCHASE ORDER
srlcontrol@sierra-rutile.com
Order No: 87488AA
Date: 09-AUG-21

Mark Ref Number on All Packages and Documents

Supplier: Delivery Instructions
Basetek Limited
Ransomes Europark
3 Lytham Road
Warehouse Account Code Currency
Ipswich
MAIN BASETUS USD
GB
GB Order Terms Required By
United Kingdom
Phone: 4305
004 4 147360360 60 D F-I-D 31-OCT-21
Fax: 4 1473603608

Item Code Supplier Item Code Item Description Quantity UOM Unit Cost Line Total
1081222 NOZZLE ZVA / ZVA25 138105 FUELING FOR FUEL BOWSER FMX 1.00 EACH 397.70 397.70
************************************************************
LEAD TIME: TWO WEEKS
INCOTERMS: EXWEKS UK

All amounts on this Purchase Order are in USD unless otherwise stated
Total USD 397.70
Authorized Signature: ______________________________ Date: 14-OCT-21 16:00:13

Purchase Order Acceptance

Supplier Rep: ____________________________ Designation__________________ Sign_________________________________ Date__________________________

Note: Please ensure that the signed acknowledgement is returned to srlcontrol@sierra-rutile.com within 72 hours upon receipt of the Purchase Order.
10/14/2021 4:00:13 PM Page 1 of 1
 Sierra Rutile Limited
Purchase Order Terms & Conditions
Exclusive terms
1 The Purchase Order, the New Vendor Detail Form completed
by the Vendor and Sierra Rutile Limited (SRL) and these
Conditions (collectively this Agreement) constitute the entire
agreement between SRL and the Vendor for the supply of the
goods or services specified in the Purchase Order. In the event
of any conflict between the Purchase Order, the New Vendor
Detail Form completed by the Vendor and SRL and these
Conditions, the documents will take precedence in the order
listed above.
2 This Agreement may not be varied except in writing signed by
SRL. Any variation will only be applicable to the specific
Purchase Order for which the terms and conditions are varied
and will not apply to past or future Purchase Orders nor oblige
SRL to agree to such a variation for any other Purchase Orders.
3 To the extent the Vendor’s terms and conditions are supplied
with goods or services (including as printed on consignment
notes or other documents), those terms and conditions will be
of no legal effect and will not constitute part of the Purchase
Order (even if any representative of SRL signs those terms and
conditions or annexes the terms and conditions to the Purchase
Order).
4 These Conditions shall apply only to the extent that they are
relevant to the supply of the goods or services listed in the
Purchase Order.
Delivery and packing instruction
5 All international deliveries must be pre-alerted to SRL's Freight
Forwarder’s warehouse by email 48 hours prior to delivery.
Upon delivery to the Freight Forwarder a copy of the packing list
stamped by the Freight Forwarder must be sent to SRL. The
invoice and packing list must be attached to a pre-alert email.
6 All crated, cases, boxes or pallets must be securely & firmly
packed to withstand long distance transit either by sea or air and
adverse inland road conditions.
7 Any shipment discrepancies such as overages, shortages,
damages and sub-standard packing will not be accepted.
8 All packages must have the proper and visible markings
indicating company name SRL, PO reference, number of
packages.
9 A copy of packing list must be attached for each package and it
must be securely and properly placed.
10 Failure to comply with clauses 5, 6, 8 and 9 may result in SRL
or its agent not accepting delivery of the cargo.
11 Original Documents must be provided by the Vendor to SRL's
designated agent upon hand–over of goods.
12 Lead time must be strictly observed as indicated in the Vendor’s
quotation. In the event of any changes, SRL must be notified in
advance. Deliveries more than a week later than agreed period
date without prior notice to SRL must be air freighted to SRL at
the Vendor’s expense.
Specific warranties and conditions
13 The Vendor warrants and represents that it is duly incorporated
and has obtained all necessary approvals to execute and
perform its obligations under this Agreement.
14 If the Vendor is contracting in the capacity of a trustee of a trust,
then the Vendor warrants and represents to SRL that:
(a) it is duly and validly appointed as trustee for the trust;
(b) it has the lawful authority to enter into this Agreement
for and on behalf of the trust; and
(c) it has a right of indemnity over the trust assets in respect
of meeting any expense or debt incurred by the Vendor
in connection with this Agreement.
32827356_12
15 If the Vendor has provided SRL with specifications or samples,
all goods or services supplied must comply with those
specifications and samples.
16 In the absence of a specification or sample, the Vendor warrants
and represents that all goods or services supplied must be the
best of their respective kinds and subject to SRL’s satisfaction.
In all cases the goods or services are to be of first class
workmanship, of merchantable quality and fit for the purpose as
represented by the Vendor to SRL. Services must be performed
by appropriately qualified, competent, skilled experienced and
professional personnel and must be rendered with due care and
skill. The goods or services must comply with any applicable
legislation and relevant standard of the Standards Association
of Australia, the Sierra Leone National Standard Bureau
Services or British Standard.
17 Declared dangerous or hazardous items must have the
corresponding Material Safety Data Sheet and firmly packed
with warning or safety cargo.
18 Unless otherwise specified, the Vendor warrants and represents
that the goods are properly and safely packed and delivered to,
or the services are performed at, the place and within the time
period specified in the Purchase Order.
19 The Vendor warrants and represents that it has complete
ownership of the goods free of any liens, charges and
encumbrances and SRL will be entitled to clear, complete and
quiet possession of the goods.
20 The Vendor warrants and represents that any of the goods or
services supplied under this Agreement and the use or
enjoyment of those goods or services does not and will not
infringe any Intellectual Property Rights or confidentiality of any
person.
21 The representations and warranties under clauses 13, 14, 15,
16, 17, 18, 19 and 20 are made on a continuing basis and
remain unaffected notwithstanding suspension, termination or
expiry of this Agreement.
Inspection and acceptance
22 SRL has a reasonable period of time after delivery to inspect the
goods and reserves the right to inspect any goods before
despatch from the Vendor’s premises. SRL may inspect or
witness tests on the goods or services or their results at any
time. SRL’s acknowledgement of receipt, inspection or payment
for goods or services does not relieve the Vendor of any
responsibility or liability (including any express or implied
warranties or guarantees) and does not constitute acceptance
by SRL.
23 Without limiting any other rights or remedies it may have, SRL
may (as applicable):
(a) reject any defective goods or services by written notice;
(b) require the Vendor to repair, resupply or make good the
defective goods or services;
(c) itself repair, make good or resupply the defective goods
or services; or
(d) appoint a third party to repair, make good or resupply
the defective goods or services.
24 The Vendor must:
(a) with respect to a decision made by SRL under clause
23(a), provide a full refund of any purchase price paid
in respect to any rejected goods or services and SRL
may procure such goods or services elsewhere;
(b) with respect to a decision made by SRL under clause
23(b), repair, resupply or make good the defective
goods or services at its cost; and
(c) with respect to a decision made by SRL under clause
23(c) or 23(d), indemnify and keep indemnified SRL the
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 Sierra Rutile Limited
Purchase Order Terms & Conditions
costs incurred by SRL in making good or resupplying
the defective goods or services.
Risk and title
25 If the Vendor is not a Foreign Vendor, the responsibility for care
and custody of the goods together with the risk of loss or
damage to the goods remains with the Vendor and does not
pass to SRL until SRL:
(a) takes delivery of the goods; and
(b) inspects and accepts the goods in accordance with
clauses 22, 23 and 24.
26 If the Vendor is a Foreign Vendor the responsibility for care and
custody of the goods and the risk of loss or damage to the goods
remains with the Vendor until such time as they pass to SRL in
accordance with the relevant incoterms stipulated in the
Purchase Order.
27 Title to the purchased goods will pass to SRL upon the earlier
of payment for the goods, or delivery of the goods to SRL's
premises.
Site rules
28 Prior to providing any services at SRL’s site, the Vendor must
ensure:
(a) that all personnel required to work on the site under this
Agreement have attended the appropriate inductions
(as specified by SRL); and
(b) if required by SRL, submit a Safety and/or
Environmental Management Plan to SRL for approval.
29 During performance of the services at the site the Vendor must
comply with all of SRL’s site specific rules, procedures and
requirements; with all relevant legislation and regulations; and
with all directions from SRL’s representatives, including safety
or environmental representatives of SRL. The Vendor
acknowledges that it will enter SRL’s site at its own risk.
30 In performing any services the Vendor must use its best
endeavours not to interfere with any of SRL’s activities, or the
activities of any other person on SRL’s site and must ensure
that SRL’s site is left secure, clean, orderly and fit for immediate
use.
Price
31 The price is inclusive of all costs incurred by the Vendor in the
supply of the goods or the performance of the services including
all charges for packaging, packing, insurance and delivery of the
goods in accordance with this Agreement and the cost of any
items used or supplied in conjunction with the services. This
price is also inclusive of all duties and taxes arising in respect
of this Agreement, except GST on taxable supplies. Unless
authorised in writing by SRL, no charge for extras (including
government duties and taxes, except for GST on taxable
supplies) in excess of the value of the Purchase Order will be
accepted.
32 The Vendor must submit a GST invoice which fully complies
with all applicable laws for any work performed, or supply made,
under this Agreement. Subject to receipt of a compliant GST
invoice, if any supply made under this Agreement is or becomes
subject to GST, the party to whom the supply is made must pay
to the party making the supply an additional amount of GST in
addition to any consideration payable or to be provided
elsewhere in this Agreement. If any party is required to
reimburse or indemnify the other party for a cost, expense or
liability incurred by the other party, the amount of that cost,
expense or liability for the purpose of this Agreement is the
amount of the cost, expense or liability incurred less the amount
of any credit or refund of GST to which the party incurring the
cost, liability or expense is entitled to claim.
Liability and insurance
32827356_12
33 The Vendor must indemnify and keep indemnified SRL from and
against all losses, actions, claims, procedures, damages, costs
and expenses of any kind arising out of or in connection with the
Vendor’s performance under this Agreement.
34 If the Vendor is a Foreign Vendor, the Vendor must indemnify
and keep indemnified SRL with respect to any liability of the
Vendor with respect to taxes in Sierra Leone.
35 Neither party is liable for any special, indirect or consequential
loss or damage, in contract, tort (including negligence) under
statute or otherwise, including loss of good will, loss of revenue,
loss of profit or loss of business opportunity.
36 The Vendor must, at its own expense, procure and maintain the
insurances set out in the New Vendor Detail Form completed by
the Vendor and SRL and ensure that every subcontractor
engaged by it maintains insurance in the same manner. Before
commencing any work under this Agreement the Vendor must
lodge with SRL certificates of currency to evidence the
existence of the policies required to be arranged by the Vendor
and its subcontractors. All costs incurred by SRL as a
consequence of the Vendor not being insured to the appropriate
extent, will become a debt due from the Vendor to SRL.
Termination and suspension
37 The delivery of goods or the provision of services may be
suspended if any circumstances beyond the control of SRL or
of the Vendor prevent the manufacture, delivery or acceptance
of the goods or provision of the services and either party
provides notice to the other of suspension and details of the
relevant circumstances. Shortage of labour or materials or
failure or delays of the Vendor’s subcontractors will not
constitute “circumstances beyond the control of the Vendor”. If
any suspension continues for a period greater than six (6)
weeks, either party may terminate this Agreement by notice in
writing to the other party without liability except for any rights or
obligations which may have accrued prior to that date.
38 Subject to clause 25, without limiting any other rights, SRL may
terminate this Agreement without any liability to the Vendor if
not performed within the time specified in the Purchase Order
or, if no time is specified, within a reasonable time.
39 Either party may immediately terminate this Agreement by
notice in writing to the other party if the other party (a) breaches
any term under this Agreement and such breach is not remedied
within 14 days of notice being given to remedy the breach; (b)
breaches any law relating to the supply of the goods or services;
(c) becomes insolvent; or (d) is convicted of a criminal offence.
40 SRL may terminate this Agreement by giving 30 days’ written
notice to the Vendor without cause, in which case SRL shall
reimburse the Vendor for all work in progress, or work and
expenses incurred, pursuant to this Agreement up to the date of
the notice of termination which cannot be reversed or mitigated
by Vendor applying best efforts.
41 Unless expressly stated otherwise termination for any reason
does not affect the rights of a party that arise before termination
or as a consequence of the event or occurrence giving rise to
the termination, or as a consequence of the breach of any
obligation under this Agreement which survives termination and
termination does not affect the rights a party may have under
common law.
Intellectual Property
42 Any plans, drawings, designs or information supplied by SRL to
the Vendor in connection with this Agreement remain the
property of SRL and any information delivered or otherwise
communicated by SRL to the Vendor in connection with this
Agreement will be regarded by the Vendor as secret and
confidential and must not, without the written consent of SRL,
be published or disclosed to any third party or used by the
Vendor except in implementing this Agreement or if required by
law.
43 Any new invention, design, technique or literary work (including
documents, reports, drawings and computer software) or any
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 Sierra Rutile Limited
Purchase Order Terms & Conditions
improvement to an existing patent made or developed by the unconditionally submits to the non-exclusive jurisdiction of the
Vendor during and for the purposes of this Agreement will be courts of England.
the property of SRL and full details must be communicated
immediately and assigned to SRL. SRL has the exclusive right 53 If any provision in this Agreement is invalid or unenforceable in
and title to, and interest in, all rights conferred under statute, any jurisdiction, the rest of this Agreement remains unaffected
common law and equity including rights in all copyright, patents, and in force. If deleting part of the provision would make it valid,
trademarks, business names, trade names, domain names, legal or enforceable, the provision will apply with any such
designs, confidential information, trade secrets or know-how deletion. If deleting part of the provision would have no effect,
(Intellectual Property Rights), made or created in, or arising the parties will try to amend the provision with a valid,
out of, the performance of this Agreement. enforceable provision that achieves as closely as possible the
effect that the relevant provision would have achieved had it
Other matters been valid and enforceable.
54 The parties agree that, except to the extent set out in clause 14,
44 SRL prefers (wherever possible) to provide local (Sierra Leone)
there is no third party beneficiary to this Agreement and that no
suppliers with a full, fair and reasonable opportunity to supply
other persons other than the parties will have any right to
equipment and materials. If equipment or materials are to be
enforce the terms and provisions of this Agreement.
supplied by a subcontractor to the Vendor, then the Vendor
must satisfy the terms of this clause in respect of the supply of Definition
such equipment or materials. The Vendor must comply with the
Sierra Leone Local Content Agency Act 2016, to the extent 55 A Foreign Vendor means:
applicable to the Agreement.
(a) an entity that is incorporated or registered for business
45 SRL may make applications for import duty concessions relating in, or whose internal affairs are governed by the laws of,
to items procured under this Agreement. The Vendor must a country other than Sierra Leone; or
provide whatever assistance and/or information including import
details in a timely manner to assist in such applications as (b) a subsidiary (whether wholly-owned or otherwise) or
requested by SRL. Where SRL succeeds in applications, the related entity of any such entity.
Vendor may obtain duty funds as requested by SRL and must
remit the proceeds to SRL. Where concessions are obtained
prior to the importation of goods, and the Vendor is able to
import the goods duty free, the Vendor must pay an amount
equal to the customs duty savings to SRL.
46 Unless the Vendor is a Foreign Vendor, all disputes arising out
of or in connection with this Agreement must be finally settled
by the courts of Sierra Leone.
47 If the Vendor is a Foreign Vendor, all disputes arising out of or
in connection with this Agreement must be finally settled under
the rules of arbitration of the London Court of International
Arbitration (LCIA) by one or more arbitrators appointed in
accordance with those rules. The number of arbitrators will be
one. The seat of the arbitration will be London. The language
of the arbitration will be English.
48 In the event of a dispute, including any dispute that has been
referred to arbitration, the parties must continue to perform their
respective obligations under this Agreement unless they
otherwise agree.
49 The Vendor must ensure that it, and its officers and personnel,
have no conflict of interest which would prevent them from
properly and confidentially performing the Vendor's obligations
in accordance with this Agreement. If such a conflict of interest,
or a potential conflict of interest, exist or arises at any time, the
Vendor must:
(a) immediately advise SRL of such a conflict of interest or
potential conflict of interest; and
(b) take steps, including steps at the direction of SRL, to
remove or resolve such a conflict of interest, or potential
conflict of interest, to SRL's satisfaction.
Governing law and laws of other jurisdictions

50 The Vendor must comply with the laws of the jurisdictions in

which it operates, including those laws relating to anti bribery
and corruption. The Vendor must maintain in place throughout
the term of this Agreement policies and procedures to ensure
compliance with such anti bribery and corruption laws (which
policies and procedures must be disclosed to SRL on request)
and must comply with such policies and procedures at all times.
51 Unless the Vendor is a Foreign Vendor, this Agreement is
governed by the laws of Sierra Leone. Each party irrevocably
and unconditionally submits to the non-exclusive jurisdiction of
the courts of Sierra Leone.
52 If the Vendor is a Foreign Vendor, this Agreement is governed
by the laws of England, and each party irrevocably and

32827356_12 Page l 3