Contract

23012024/0
1
BUCHAREST 23 January
2024

UKR OIL GROUP S.R.L. (Romania), hereinafter referred to as "Supplier", in the person of
director
Serhii Dunaitsev, acting on the basis of Charter, on the one part, and

FINEZIA s z o.o. (Poland), hereinafter referred to as the "Buyer", in the person of director
Malgorzata Klich, acting on the basis of Charter, on the other side, hereinafter together referred to
as the "Parties", have concluded the present Contract (hereinafter referred to as the -"Contract"), as
follows:

1. SUBJECT OF THE CONTRACT

1.1. Under the terms and conditions of the present Contract, the Supplier obliges to supply and
transfer to the possession of the Buyer the Goods (1512111000, name, quantity and quality of the
Goods are indicated in the Specification which is an integral part of this Contract) and the Buyer
obliges to accept and pay for the Goods timely.

2. QUANTITY AND QUALITY OF THE GOODS

2.1. Quantity of the Goods is determined by Specifications concluded in accordance with this
Contract.
2.2. Total quantity of Goods delivered under this Contract is determined as total amount of
volumes of Goods indicated in Specifications to this Contract.
2.3. Quality of the Goods is determined by Specification to this Contract.
2.4. Quality indicators of Goods are confirmed by the product certificate of quality by
manufacturer.
2.5. The Parties agree the permissible discrepancy by the weight of Goods in the amount equals to
0.2% of the weight of Goods under the Contract.

3. TERMS AND CONDITION OF DELIVERY

3.1. Delivery of Goods is realized in lots. Under the lot should be considered that quantity
of Goods, which is indicated in shipping documents.
3.2. Deliveries under this Contract are realized in lots on agreed terms, according to the
Specification on FCA or CPT terms ace. "Incoterms 2010". Specific terms of delivery of the
Goods are determined in Specification. Depending terms of delivery of Goods delivery
place/unloading place of Goods are specified in Specification.
3.3. The date of delivery of Goods to the Buyer is the date of delikvery of shipments, under the
delivery conditions, according to International Rules for the interpretation of the terms "Incoterms
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2010".
3.4. Term of deli very of the Goods is determined in accordance with the schedule of delivery
of each lot of Goods, which is specified in Specification.
3.5. Obligation of the Supplier on the deli very of Goods arises after Buyer's fulfillment of terms
foreseen in clauses 3.8 and 4.2. of the present Contract.
3.6. In case of non-receipt of funds for the Goods under the terms of the Contract, the Supplier
is entitled to suspend the delivery of Goods till the moment of receipt the funds under the terms of
the Contract, herewith the Supplier is not liable for the disruption of a schedule (terms) of the
delivery of Goods.
3.7. The Consignor makes customs clearance in the country of origin of Goods, and the Buyer- in
the country of destination.
3.8. The Buyer obliges to provide the Supplier writing instruction on filling of shipping
documents during 3(three) days from the date of signing of the present Contract, in case of non-
giving of writing instruction on filling of shipping documents, terms of delivery of Goods is
increasing proportionally to the period of giving the writing instruction, except cases foreseen by this
Contract.
3.9. Shipment (delivery) of Goods is realized by the Supplier in case of fulfillment the terms of the
Contract by the Buyer.
3.10. In case of delivering the Goods on FCA, according the "Incoterms 2010", supplying of Goods
is considered fulfilled in the case of loading the Goods on the vehicle of the carrier, which indicated
by the Buyer. Acceptance of the Goods by the Buyer shall be certified by a mark of the carrier in
shipping documents about acceptance of the Goods for transportation.
3.11. In case of delivering the Goods on CPT according "In coterms 2010", delivering of Goods is
considered fulfilled in the case of acceptance the Goods. Acceptance the Goods by the Buyer is
certified by a mark, which is indi cated in shipping documents. If in Specification the consignee of
Goods is not the Buyer, so it is considered, that mark of such consignee about acceptance the Goods
on the shipping documents affirms about delivering of Goods by the Supplier.
3.12. At the request of the Buyer, in case of insurance of the Goods by the Buyer, the Supplier
provides all necessary information, needed for such insurance.
3.13. All risks of losses or damages of Goods till the moment of the delivery of Goods under this
Contract bears the Supplier. Risks of losses or damages of Goods from the moment of the delivery
of Goods bears the Buyer.
3.14. Not later than 24 (twenty four hours) till the day of delivery of Goods on FCA terms, the
Buyer obliges to inform the Supplier by means of electric/facsimile connection about name of
carrier, registration number ofvehicle, provided for delivering of Goods, information about the
driver. If all these details are not provided or provided with delay, the Supplier is entitled to suspend
the deli very of Goods till the receiving of all needed information according to this clause, and the
Supplier does not responsible before the Buyer.
3.14.1 With the purpose of acceptance the Goods by the Buyer under the CPT terms, the Supplier
shall notify the Buyer about the name of the carrier, vehicle registration number provided for the
delivery of the Goods, information about the driver and his contacts, but in any case not earlier
than passing funds for the Goods to an account of the Supplier in accordance with the clause 4.2
of the Contract.
3.15. Moment of transferring the title for the Goods to the Buyer is considered moment of

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fulfillment of supplying according with clause 3.10, 3.11 of the present Contract.

4. PRICE OF THE CONTRACT AND TERMS OF PAYMENT

4.1. The Supplier supplies the Goods to the Buyer on prices which are specified in Specification.
4.2. The Parties agreed that the Buyer makes payment for the Goods on terms, which are specified
in
Specification according to the schedule of payments.
The parties agreed that in the event of a deferred payment for goods shipped but not paid for, the
Buyer is obliged to make payment within 5 (five) days from the date of shipment of the goods. If
payment is not received to the Seller’s account within 10 (ten) days, the Buyer is obliged to pay
penalties in the amount of 10% of the amount due.
4.3. The total price ofthe Contract is defined as the sum of all the Specifications on which was
delivered Goods.
4.4. The Parties have agreed, if the Buyer has debts for the Goods before the Supplier, then each
transferring of funds from the Buyer to an account of the Supplier, regardless of an end use, is
accepted first of all for extinguishment of the oldest debts, which exist before the Supplier.
4.5. Pay ment for the Goods is made in Euro by means of transferring of funds to an account of
the Supplier.
4.6. Moment of payment is the date of placement the funds on the account of the Supplier.
4.7. After payment, the Buyer should provide the Supplier with SWIFT (confirmation about
payment) by means of electric and/or facsimile connection.
4.8. Commission fee of correspondent banks pays by the payer (in column 71A of SWIFT
notificationnbshould be mentioned «OUR»).
4.8.1. In case of need refund from Seller to Buyer (erroneously paid funds, overpayment etc.)
commission of correspondent banks paid by the Buyer.
4.9. Currency of the Contract Currency of the Contract EURO
4.10. Loss or damage to the Goods by the Buyer after deli vering ofthe Goods, does not release
the Buyer from the obligation to pay the value of the Goods under this Contract.
4.11. If the quantities of delivered Goods exceed the quantities of Goods stipulated by the Parties,
the Buyer pays the difference to the Supplier within 2 (two) days from the date of the delivery of
Goods.

5. ACCEPTENCE AND TRANSFER OF THE GOODS

5.1. Acceptance of the Goods on quantity is made by the Buyer in place of the deli very the
Goods in compliance with the shipment documents.
5.2. Acceptance of the Goods on quality is made by the Buyer in place of deli very of Goods
on the basis documents certifying the quality of Goods.
5.3. The Buyer has the right to check the quality of Goods at the place of the delivery of Goods.
In this case the sample for analysis is taken till the moment of acceptance the Goods in the presence
of the Buyer's representative, herewith an Act about taking samples for analysis is drawn up by the
Parties. On the basis of sample analysis the Supplier's laboratory issues a certificate of quality of the
Goods on each lot of Goods, and herewith the sample is sealed and stored in the laboratory of the
Supplier within not less 6 (six) months if the other shelf life in not foreseen in the Act about taking
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samples for analysis, herewith the Parties agreed that appropriate sample is arbitration one and has
priority meaning in the event of a disputes regarding the quality indexes of Goods.
In case of loading of the Goods on the carrier's vehicle provided by the Buyer till the moment of
taking the sample for analysis or obtaining the results of the analysis, the rules provided in
paragraphs 5.5., 5.19. of this Contract are applied.
In case of controversial points about the quality of the Goods, subject to compliance with paragraph
5.3. of the Contract, the Parties apply provisions of paragraph 5.6 with the exception of cases
provided in clauses
5.5., 5.19. of the present Contract. In case of the Buyer's claims on the quality of the Goods after
the loading of the Goods, in particular, but not exclusively on the basis of data of the state, control
government services of the Buyer's country I EU and I or expert evidences of the laboratories of the
Buyer's country I EU, etc. claims for quality are not accepted, and provisions provided in clauses
5.5., 5.19. of the present Contract are applied to the Buyer.
The presence of the Buyer's representative when samples are taken for analysis is required, if
the Buyer expressed the willingness to check the quality of Goods in the place of delivery.
The Parties agreed that in case of absence of the Buyer's authorized representative at the place of
delivery, such a representative is considered to be the driver of the vehicle of the carrier provided
by the Buyer. In case of refusal I avoidance of the Buyer's representative to sign an Act about
taking samples for analysis or absence the Buyer's representative during the acceptance of the
Goods, such fact shall be certified by signatures of two persons and stamp of the Supplier at an Act
about taking samples for analysis. Thus the Buyer agrees with the quality of the Goods specified in
the certificate of quality. The Parties agreed that the day of taking samples for analysis is the day of
delivery of Goods, herewith the Buyer confirms that he has the information about the day (date) of
the supply of Goods.
5.4. The Goods is considered accepted by the Buyer:
• on quantity- in compliance with the shipment documents;
• on quality- in compliance with the documents, that confirm the quality.
5.5. The Goods that was loaded on the vehicle of the carrier provided by the Buyer, is
considered accepted by the Buyer on quantity and quality without claims.
5.6. To resolve controversial points regarding quality performances of the Goods, the Parties
resorted to attracting of an independent laboratory. Expenses connected with attracting of an
independent laboratory for resolving of controversial points bears initiating Party. But in the case of
confirmation of noncompliance regarding the quality of the Goods by an independent laboratory, the
expenses connected with attracting of an independent laboratory bears the Supplier. In case of
confirmation the quality of Goods by an independent laboratory, all expenses connected with
attracting of an independent laboratory bears the Buyer. The Parties have agreed, that given expenses
should be compensated within 10 (ten) banking days from the moment of passing a corresponding
request to the other Party.
5.7. The Supplier should provide together with the Goods the following documents:
• Certificate of quality of the Goods;
• Certificate of Origin EURO 1 (if necessary); • Invoice of the Supplier • Shipment
document. These documents should be provided for each lot of Goods.
5.8. When accepting the Goods, the Buyer confirms the receiving of all documents, which the
Supplier should give during delivering the lot of Goods, including documents foreseen in clause
5.7 of the Contract.
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5.9. The Buyer should make paper work and unloading of the Goods within 48 (forty eight)
hours from the moment of vehicle arrival to the place of unloading. Fine for the dead time of the
vehicle accounts to 9 Euro for each hour of dead time, but not more than 200(two hundred) Euro
per day.
5.10. Acceptance of the Goods on quantity is conducted in the place of deliver the Goods in
compliance with the shipping documents. If during receiving the lot of Goods will be a discrepancy
between the gross weight in accordance with the weighing and gross weight, specified in the
shipping documents, the Buyer immediately (within one hour) by means of an electronic/facsimile
connection should inform the Supplier and provide a scanned copy of the original document, that
certify about the weighing results. The original of this document the Buyer should to provide the
Supplier by courier service not later than one day. Thus unloading of the Goods till the receiving of
weighing results is prohibited.
5.11. Before loading the vehicle, Supplier makes analyzes of the product on base of samples taken
from the Supplier storage, pursuant to which the Supplier gives a certificate (certificate) of product
quality. This test will be seal ed and stored at the Supplier until accepting product by the Buyer and
has precedence in the
event of litigation relating to the supply of defective Goods.
5.12. The Buyer accepts the Goods on the basis of the Certificate of quality. The Buyer is entitled
to check the quality of delivered Goods, in such case acceptance of the Goods on quality is
conducted by an independent laboratory, till unloading the Goods on the basis of analysis of
sample, taken from the vehicle in the place of unloading of the Goods. Analysis of samples is
realized by point contact method with forming
of medium sample. Under the point contact method, the Parties agree to understand sampling of
the Goods not more than from three deferent places of the vehicle, on which basis is formed
medium sample of Goods quantity that should meet the requirements about the quality of Goods as
per the certificate of quality. Analysis of quality the Goods, should be not more than 1,5 hours
from the moment of arrival the vehicle in the place of unloading. In case of nonconformity the
quality of Goods, the Buyer should immediately (not more that in one hour after receiving the
results of analysis) through the facsimile/electric connection to inform the Supplier and provide
scan-copy the original conclusion of an independent laboratory about quality of Goods. Original of
such document the Buyer should give the Supplier by courier service not later than one day. In
concurrence with this, unloading of Goods till receiving the results of analysis is strictly prohibited.
5.13. In case of breaching clauses 5.10- 5.12 of this Contract by the Buyer (especially, terms of
notification,
terms of analysis, attracting to the analysis the quality of the Goods by the Supplier of non-agreed
laboratory, etc.), and in case of unloading the Goods till receiving the results of weighing of the
Goods, so the Goods is considered accepted by the Buyer without claims on the quantity/quality.
5.14. When the Supplier receives from the Buyer notification about non-conformity of Goods'
quantity/quality, the Supplier is entitled to send his representative to assist in unloading and final
acceptance of the Goods, but in this regard, the Supplier should inform in written form about it the
Buyer within one hour from the moment of receiving the notification from the Buyer. In case of
written refusal by the Supplier to send his representative to assist in unloading and final acceptance
of the Goods on quantity/quality, the Buyer is entitled independently to arrange unloading the
Goods on the basis of weighing results in place of delivery on quantity and/or on the basis of results
the analysis of an independent laboratory on quality.
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5.15. Payment for services of an independent laboratory is at the expense of initiating Party. If
confirmed, the discrepancy regarding the quality of the Goods by an independent laboratory, all
losses connected with downtime of vehicles till the end of the acceptance the Goods, as well as costs
related with the attracting of an independent laboratory bears the Supplier. If confirmed quality of
Goods by an independent laboratory, all damages (including loss of the Supplier related with the
participation of his representative in accepting the Goods, downtime ofvehicle), as well as costs
related with the attracting of an independent laboratory bears the Buyer. The Parties have agreed that
these expenses should be compensated within 10 (ten) banking days from the moment of passing a
corresponding claim to the other Party.
5.16. In case ifthe Supplier does not give the results about quality of Goods made by an
independent laboratory and/or documents about weighting results, in such case the Goods is
considered accepted by the Buyer on quality/quantity without claims. 5.17. Contractual provision
5.1 - 5.6 applied for delivery of Goods on FCA terms.
5.18. Contractual provision 5.9 - 5.16 applied for delivery of Goods on CPT terms.
5.19. The Parties agreed that in the case of delivering the Goods on the terms stipulated by the
Contract, the Buyer loses the right to expose the claims about the quantity/quality of the delivered
Goods to the Supplier.
5.20. The Parties agreed that in case of delivery of Goods on FCA terms attract SE
"Ukrmetrteststandard" Kyiv or Ukrainian Research Institute of oils and fats Kharkov, and in
cagse of deli very of Goods on CPT terms attract SGS laboratory in the given country, hereinafter
referred to as the "independent laboratory".

6. FORCE MAJEURE
6.1. The Parties are released from responsibility for incomplete or complete non-
fulfillment of their obligations if it took place as a result of circumstances of insuperable
force (force majeure circumstances), such as natural disasters, fire, floods, earthquakes,
war, riots or other force majeure circumstances that are beyond of Party 's control, if such
circumstances directlyinfluence on fulfillment of conditions of the present Contract, and
their occurrence is testified by the Chamber of Commerce and Industry of the country
where such force majeure circumstances arose or other competent authority. In this case,
terms of fulfillment of conditions of the present Contract are prolonged for a period of
validity of indicated circumstances.
6.2. If such circumstances continue more than 3 (three) months, then each of the Party has the right
to terminate present Contract unilaterally by sending of corresponding notification to the other Party.
The Parties agreed that the Contract considers to be terminated in this case in fifteen day s from the
moment when notification about its termination was sent. Herein, none of the Parties has no right to
claim compensation of possible losses from the other Party, but in any case, the Buyer is not
released from making of payment for Goods, and also from payment of penalty provisions.
6.3. The Party for which happened impossibility of proper fulfillment of its obligations, shall
immediately (not later than ten days from the moment of their occurrence) inform the other Party
in writing about the occurrence of force majeure circumstances, that disallow to fulfill properly
their obligations.
6.4. Neither of the Parties shall be released from liability for delay in performance of an obligation,
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 admitted before the force majeure circumstances.
6.5. The Party may not invoke the existence of force majeure circumstances in case of non-
fulfillment of clause 6.3 ofthis Contract.
6.6. The Parties agreed that force majeure circumstances are not applied to monetary obligations.

7. RESPONSIBILITY OF THE PARTIES

7.1. In case of non/improper fulfillment ofthe Contract, faulty Party bears responsibility foreseen
by this Contract and effective legislative of England.
7.2. In case of breaching by the Buyer terms of acceptance the Goods, including, but not
excluded, under the refusal from the acceptance, non-acceptance of Goods under any reasons, he
should pay the Supplier fine at the rate of 5% (five percent) from the value of non-accepted Goods.
Liability determined by this clause is not considered to be responsibility for breaching of the
Buyer's monetary obligation.
7.2.1. In case of unreasonable refusal from deli very of Goods, the Supplier should pay the Buyer
fine at the rate of 5% from the value of non-delivered Goods.
7.3. For the delay of delivery or incomplete delivery of the Goods, the Supplier pays to the
Buyer penalty at the rate of 0.1% from the value of incomplete delivery lot of Goods for each
delay. 7.4. In case of breaching by the Buyer terms and conditions of payment under this Contract,
the Buyer pays penalty at the rate of 0.1% from untimely paid sum for each day of delay in
payment.
7.4.1. In case of breaching by the Buyer the terms in clause 3.8 of the Contract, the Buyer pays
penalty at the rate of 1% from the value of lot of Goods concerning which was not provided written
instruction related with filling of shipping documents.
7.5. In case of non-fulfillment by the Buyer of its obligation, mentioned in present Contract, the
Supplier does not bear responsibility for the delay of the delivery of Goods, and also the Supplier
does not bear other responsibility before the Buyer.
7.6. The Party that breach the term s of the Contract compensate the other Party all material losses
incurred in connection with this.
7.7. In case of breaching the terms of payment more than 7 (seven) days, the Buyer in
addition pays penalty at the rate of 10% from the overdue amount.
7.8. In case of breaching the terms of acceptance of the Goods
more than 1 (one) day, the Buyer pays in favour of the Supplier penalty at the rate of 1% from the
value of non-accepted Goods for each day of such breaching.

7.9. The Supplier is entitled unilaterall y deducted penalty, that is foreseen by this Contract from
the sum of an advanced payment, which was paid by the Buyer conforming to the terms in clause
4.2 of this Contract, about what notices the Buyer by means of passing a corresponding notification
by the location of the Buyer, at this delivery of next lot of the Goods will be realized only after
additional payment at amount, on which was reduced the amount of an advanced payment to the
rate that determined in clause 4.2 according to the term s of the present Contract.
8. SETTLEMENT OF DISPUTES
8.1. All disputes and disagreements that can arise between the Parties from this Contract or in
connection with it (under its concluding, executing, changing, canceling, ceasing, recognition non-
concluded, declared null and void etc.) are eligible to be settled in The Court of Appeal (Bucharest,
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Poland).
8.2. To the disputable jural relationships which arise between the Parties of this Contract is
applied Romanian legislation.

9. OTHER TERMS AND VALIDITY OF THE CONTRACT

9.1. The present Contract come into force from the moment of signing by the Parties and is valid
till 31.12.2024, but in any case till full execution by the Parties of its obligation under this Contract.
9.2. The Parties agree that the date of signing the Contract is the date menti oned in preamble of
this Contract.
9.3. The Contract is made in two originals copies English language, one for each Party and
has an equal legal force.
9.4. Change or annulment of the Contract is allowed only by mutual agreement of the Parties
and in written form with signing of an additional agreement by both Parties, except cases foreseen
by this Contract.
9.5. Any changes and/or amendment to the present Contract are considered actual only if
they are in written form and signed by plenipotentiary representatives of both Parties.
9.6. An integral part of this Contract is specifications, appendixes, additional agreements
and other documents drawn up under this Contract.
9.7. The Parties agreed that the Contract, specifications, appendixes, additional agreements and also
other documents drawn up under this Contract and signed by means of facsimile/electric connection or
other way are considered till the moment of exchanging by the originals.
9.8. In case of breaching by the Buyer terms and conditions of payment for the Goods, and/or non-
providing of written instruction related with completing of shipment documents, and/or in case of
breaching terms of acceptance the Goods, more than 3 (three) days, the Supplier is entitled unilaterally
to terminate the Contract by means of passing
corresponding notification at the Buyer's address, and the Buyer obliges after demand of the Supplier
within 5(five) banking days from the moment of its passing to pays all penalties foreseen under this
Contract and makes complete payment with the Supplier for the delivered Goods. The Parties agree
that the Contract under this is considered canceled in 15 (fifteen) days from the moment of passing
notification about it termination.
9.9. When changing the location, e-mail , number of fax, the Parties should inform about such changes
the other Party, in caseof non-information about such changes, Party in fault bears all negative
consequences related with it.
9.10. The present Contract is regulated by the Englandn legislation.
9.11. Terms of the Contract, the Parties set out in compliance with International rules about
interpretation of terms "Incoterms 2010". In case of availability the discrepancy between the terms,
foreseen by the International rules about interpretation ofterms "Incoterms 2010" and terms ofthis
Contract, the priority significance have the terms of the present Contract.
9.12. In case of availability the discrepancy between the terms, foreseen by the UN Convention on
Contracts for the International Sale of Goods dd 11th of April 1980 and terms of this Contract, the
priority significance have the terms of the present Contract.
9.13. After signing of this Contract, all previous negotiation, correspondence and other oral or written
agreements of the Parties about points that related to the Contract, lose legal force, but can be taken into
account when interpreting the terms of this Contract.
9.14. The Parties can't transfer their rights and obligations under this Contract to the third Party

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without the prior written consent of the other Party.
9.15. The Parties undertake within 45 working days from the moment of conclusion of the Contract,
to exchange the original of Contracts (signed and stamped).

10. LEGAL ADDRESSES AND BANKING DETAILS OF THE PARTIES

Supplier UKR OIL GROUP S.R.L.
UKR OIL GROUP S.R.L.
J40/12292/2022
ROONRC.J40/12292/2022
46383770
Company adress: Street OBORUL NOU,No.13,Bl P10, Sc 2, Et 7, Ap 482, 0000 Bucharest
Acc. No. (Iban): RO45INGB0000999912670823
Beneficiary bank: Bank N.V. Amsterdam Bucharest Branch
SWIFT code: INGBROBU
Bank adress :
Intermediary bank :.
UKR OIL GROUP S.R.L.
Director: Serhii Dunaitsev

Buyer FINEZIA s z o. o.
NIP: 5273029086
REGON: 523713152
01-001 Warsaw, ul. Aleja Jana Pawla II 43A/35
PKO Banka Polski
85102024980000870207692785 (EUR)

FINEZIA s z o. o
Director Malgorzata
Klich