P.M.I. TRADING LIMITED GENERAL TERMS AND CONDITIONS FOR THE PURCHASE AND SALE OF PRODUCTS (FOB, CIF, CFR AND DAP) (JANUARY 2014)

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1 P.M.I. TRADING LIMITED GENERAL TERMS AND CONDITIONS FOR THE PURCHASE AND SALE OF PRODUCTS (FOB, CIF, CFR AND DAP) (JANUARY 2014)

2 CONTENTS Article 1: Introduction and Definitions Article 2: Title, Risk of Loss and Delivery Article 3: Quantity Measurements and Determination of Quality Article 4: Payment Article 5: Confidentiality Article 6: No Third Party Beneficiaries; Assignment Article 7: Force Majeure Article 8: Limitation of Liability Article 9: Governing Law and Arbitration Article 10: Representations and Warranties of the Parties Article 11: Indemnity Article 12: Compliance with Law Article 13: New or Changed Regulations Article 14: Material Safety Data Sheet Article 15: Default Article 16: Merger Article 17: No waiver; Cumulative Remedies Article 18: Amendments and Waivers Article 19: Severability of Provisions Article 20: Recording of Conversations Article 21: Notices Article 22: Heading and References Article 23: Taxes Article 24: Origin and Destination of Product, Vessel not restricted under trade sanctions regulations Article 25: Relationship of the Parties Article 26: Attachments Article 27: Anti-Corruption Exhibits Exhibit A: Marine Provisions Exhibit 1: Letter of Indemnity

3 Article 1: Introduction and Definitions 1.1 Introduction. These General Terms and Conditions for the Purchase and Sale of Products- January 2014 (together with all the attachments and Exhibits thereto, the General Terms ) are designed for use in sale and purchase transactions in which P.M.I. Trading Limited ( PMI ) is either the Seller or Buyer of Product. These General Terms shall be deemed incorporated by reference in a written confirmation that contains the particular terms and trade details that govern the sale or purchase of any Product between the Buyer and the Seller including, without limitation, the contract date, PMI s reference number, the parties names and contact information, identification of each refined, petroleum or petrochemical product, quality and quantity, method of delivery, Incoterm, price, term of contract, credit terms, payment terms, and/or any other specific terms and conditions which, when finalized, shall be sent in writing by PMI by or other means (the Confirmation ). The Confirmation shall incorporate by reference these General Terms. The Confirmation, together with these General Terms and, PMI s Marine Terms, as Exhibit A to these General Terms, will constitute the parties' entire agreement for the purchase and sale of Products hereunder (the Agreement ). The Agreement, defined herein as these General Terms (including its attachments) together with any Confirmation, contains the entire agreement between Buyer and Seller and supersedes all representations, prior agreements, oral or written, in connection with the matters which are the subject of the Agreement; there are no other promises, representations or warranties. In the event of a conflict or inconsistency between the Confirmation and the General Terms contained in the Agreement, the Confirmation shall prevail over the General Terms of the Agreement. 1.2 Definitions. For purposes of these General Terms, the following terms shall have the meaning indicated below: (a) "Agreement" has the meaning ascribed to it in Article 1.1. Specifically, shall mean the contract formed by the particular terms of the agreement between Buyer and Seller as set forth in the Confirmation and these General Terms (including the Exhibits thereto) for the purchase or sale of Product; (b) API-MPMS shall mean the American Petroleum Institute; Manual of Petroleum Measurement Standards; (c) ASTM shall mean ASTM International, formerly known as the American Society for Testing and Materials; (d) Barge shall mean any combination of boats and barges with the ability to function as a flotilla or single units which operate only within inland waterways; (e) Barrel shall mean a unit of volume equal to forty-two (42) Gallons; (f) Business Day shall mean any Day other than Saturday or Sunday when federal banks are open for business in New York, New York or Mexico City, Mexico;

4 (g) "Buyer" shall mean the entity purchasing the Product from Seller under the Agreement; (h) "CFR" shall mean Cost and Freight, according to Incoterms 2010; (i) "CIF" shall mean Cost, Insurance and Freight, according to Incoterms 2010; (j) "Confirmation" has the meaning ascribed to it in Article 1.1. Specifically, shall mean the written confirmation that contains the particular terms and trade details that govern the sale or purchase of any Product between the Buyer and the Seller and that incorporate these General Terms, including without limitation, the terms that specify the Product, the specifications, the delivery terms, price, payment, and quantity; (k) "DAP" shall mean Delivered at Place, according to Incoterms 2010; (l) Day shall mean a calendar day; (m) "Discharge Port" shall mean the terminal or place where the Product to be delivered hereunder is or will be discharged; (n) "FOB" shall mean Free on Board, according to Incoterms 2010; (o) Gallon shall mean a unit of volume, equal to 231 cubic inches or liters; (p) "General Terms" has the meaning ascribed to it in Article 1.1. Specifically, shall mean these General Terms and Conditions for the Purchase and Sale of Products (January 2013) together will all attachments and Exhibits; (q) Incoterms shall mean the 2010 edition of the trade terms published by the International Chamber of Commerce. (r) Independent Inspector shall mean an independent inspection company nominated by mutual agreement of Buyer and Seller; (s) "Loading Date Range" shall mean the time period specified in the Confirmation or as further narrowed by agreement between the parties, within which the Vessel shall tender NOR at the Loading Port and be ready to load Product and within which Seller shall make Product available for loading; (t) "Loading Port" shall mean the port(s) where Product to be delivered hereunder is or will be loaded; (u) Long Ton shall mean a unit of weight equal to 1, kilograms; (v) "Metric Ton" shall mean a unit of weight equal to 1,000 kilograms;

5 (w) Mexico shall mean the United Mexican States; (x) NOR or Notice of Readiness shall mean the valid notice served by the master of the Vessel to inform to the Loading Port or Discharge Port as applicable, that the Vessel is ready in all respects to load or discharge Product; (y) "Product" shall mean any refined, petroleum or petrochemical product which Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller under the Agreement, as identified in the Confirmation in accordance with the specifications established therein; (z) "Seller" shall mean the entity selling the Product to Buyer under the Agreement; (aa) "Terminal Operator" shall mean the party owning or having responsibility for the day to day operations of the terminal, pier, wharf or offshore loading or discharging point where title or custody to the Product may transfer; (bb)"u.s. Dollars" or "U.S.$" or USD shall mean dollars of the United States of America; (cc) VEF shall mean Vessel Experience Factor as per API-MPMS; (dd) Vessel shall mean an ocean-going tanker or Barge. Terms defined in this Article may be used in the Agreement in either their singular or plural form as the context requires. Article 2: Title, Risk of Loss and Delivery 2.1 Seller's Warranty of Title. Seller hereby expressly warrants that at the time title to the Product delivered under the Agreement passes to Buyer, Seller has the right to sell the Product to Buyer; that the Product is free and clear of any security interests, liens or encumbrances. 2.2 FOB Deliveries. Delivery shall be deemed complete and title and risk of loss and contamination of the Product shall pass from Seller to Buyer as Product passes the Vessel's permanent flange connection at the Loading Port. Any loss or damage to Product during loading, if caused by the Vessel or her officers or crew, shall be for the account of Buyer. Any loss or damage to any property of Seller, or the Terminal Operator, or any Product spill, oil pollution caused by the Vessel or her officers or crew, shall be the responsibility of the party causing such loss, damage or pollution or according to liability as imposed by the applicable laws. 2.3 CFR and CIF Deliveries. Delivery shall be made to Buyer at the Loading Port at Seller's expense. Delivery shall be deemed complete and title to and risk of loss and contamination of the Product shall pass from Seller to Buyer as Product passes the Vessel's permanent flange connection at the Loading Port.

6 2.4 DAP Deliveries. Delivery shall be made to Buyer at the Discharge Port, or other place agreed by the parties on the Confirmation, at Seller's expense. Delivery shall be deemed complete and title to and risk of loss and contamination of the Product shall pass from Seller to Buyer as the Product passes the Vessel's permanent flange connection at the Discharge Port or other agreed upon place. Article 3: Quantity Measurements and Determination of Quality 3.1 General Provisions on Quantity Measurement and Quality Determination. Quantity measurement and quality sampling and testing shall be conducted in accordance with the most current API-MPMS or ASTM standards, as applicable. Quantity measurements and quality sampling and testing shall be carried out at the Loading Port or Discharge Port, as applicable, by an Independent Inspector. Seller and Buyer shall share all inspection charges equally, unless otherwise agreed upon by Seller and Buyer in the Confirmation. The Independent Inspector s report shall be made available to both parties. Results of the measurements set forth in this Article shall be issued in the form of the certificates of quantity and quality with respect to the Product loaded or discharged, as applicable. Except in cases of manifest error or fraud, the certificates of quantity and quality issued pursuant to this Article shall be conclusive and binding on both parties, without prejudice to the rights of either party to file a claim for quantity and/or quality. In addition to the Independent Inspector appointed pursuant to this Article, either party may, at its own expense, appoint a representative, to witness the loading or discharge, as applicable, of each Product cargo. 3.2 Quantity Measurements and Quality Determination on FOB, CFR and CIF Deliveries. The quantity of Product shall be based on proven meters (if available) at the Loading Port. If proven meters are unavailable, static shoretanks downgauge measurements at the Loading Port shall be used except when shoretanks (i) are active, (ii) the roof is not in floatation, (iii) in unsuitable condition for custody transfer, (iv) are unable to be measured manually, or (v) if any other condition exists which may affect the accuracy of measurements (including but not limited to the following: tanks that have been stripped empty, liquid level in the bottom (critical) zone or floating roof critical zone, liquid level below datum plate, un-slotted stand pipe per API), in which case quantity shall be based on the Vessel s loaded figure with a valid load VEF (if available) applied. Quality of Product shall be determined by using the following methods in decreasing order of preference, depending on the operational conditions prevailing at the Loading Port: (i) from samples drawn from automatic samplers installed in the loading lines; (ii) from samples drawn from the storage shore tanks delivering the Product; except when shore tanks are active or have unslotted stand pipes; or (iii) from a volumetrically correct Vessel composite sample obtained from the Vessel's tanks after Product is loaded. 3.3 Quantity Measurements and Quality Determination on DAP Deliveries. The quantity of Product shall be based on proven meters (if available) at the Discharge Port. If proven meters are unavailable,

7 shoretanks upgauge measurements at the Discharge Port shall be used except when shoretanks (i) are active, (ii) the roof is not in floatation, (iii) are unable to be measured manually, (iv) in unsuitable condition for custody transfer, (v) are unable to be measured manually or (vi) if any other condition exists which may affect the accuracy of measurements (including but not limited to the following: tanks that have been stripped empty, liquid level in the bottom (critical) zone or floating roof critical zone, liquid level below datum plate, un-slotted stand pipe per API), in which case measurement shall be based on the Vessel's delivered figure with a valid discharge VEF (if available) applied. Quality of Product shall be determined in accordance with the test results run on a volumetrically correct composite of samples drawn from the Vessel's tanks at the Discharge Port prior to discharge Samples. The taking and testing of samples and measurement of quantity and quality will be determined in accordance with the most current applicable API-MPMS or ASTM standards, in sufficient amount to be replicated for distribution to all parties involved in the transaction as needed. Particular instructions about the type of sample, tests, distribution and retention times shall be included in the Confirmation. 3.5 No Warranties. Seller warrants that the Product delivered shall conform to the specifications contained in the Confirmation. There are no guaranties, warranties, or representations which extend beyond the description of the Product set forth in the Confirmation or as provided in Articles 2.1 and 24 of this Agreement. UNLESS OTHERWISE STATED IN THE CONFIRMATION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE, EVEN IF SUCH PURPOSE IS KNOWN TO SELLER. 3.6 Claims on Quality or Quantity. Notice of claim as to defect in quantity or quality with respect to any cargo of Product shall be made in writing to Seller or Buyer, as applicable. Any such notice of claim shall include all necessary supporting documentation to properly process such claim. IF NO FORMAL WRITTEN CLAIM IS RECEIVED WITHIN SIXTY (60) DAYS AFTER DELIVERY OF THE PRODUCT TO THE BUYER, THE CLAIM SHALL BE DEEMED TO HAVE BEEN WAIVED. The date of delivery of the Product shall be deemed the completion of loading or discharge, as applicable. Article 4: Payment 4.1 Payment. Payment shall be made in U.S. Dollars by electronic transfer of immediately available funds, in full, without discount, withholding, setoff or counterclaim (except as otherwise provided in the Confirmation). Payment shall be made no later than the payment term provided in the Confirmation. Payment shall be made to Seller at such bank account as Seller may designate in writing, against Seller's original or electronic invoice and three of three (3/3) properly issued and endorsed clean original bills of lading, certificates of quantity and quality issued by the Independent Inspector, and certificate of origin, or in lieu of temporarily missing documents, against a letter of indemnity in the form set forth herein in Exhibit 1 hereto. Payment due date shall be extended if invoices are not received by Buyer in compliance with Buyer s requirements, payment due date will be three Business Days after the complying invoice has been received by Buyer.

8 If the payment due date falls on a Sunday, or a Monday which is not a Business Day, then payment shall be made on the next Business Day. If the payment due date falls on a Saturday, or on a weekday other than Monday which is not a Business Day, then payment shall be made on the preceding Business Day. If the invoiced party, in good faith, disputes the amount of any invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due it must provide supporting documentation to support the amount paid or disputed. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to the Agreement. In the event that Buyer fails to make any payment when due, then, to the extent permitted by applicable law and without prejudice to the applicability of any other provision hereof to any other remedy provided to Seller hereunder or otherwise, interest shall accrue daily on the amount of such overdue payment, commencing on the date such payment was due, at a rate established in the Confirmation, payable on demand. Under no circumstances shall such interest be construed as an agreement by Seller to provide extended credit. Buyer shall pay such interest within five (5) Days following receipt of Seller's invoice. 4.2 Security for Payment. Seller may, at its sole discretion, and particularly at any time there arises any question about Buyer s solvency, require Buyer to make payment for Product to be sold hereunder in cash in advance or by means of letters of credit acceptable to Seller. Each such letter of credit shall be irrevocable; in a form and for a term satisfactory to Seller; payable against the presentation by Seller of a bill of lading and an invoice; in an amount equal to Seller's estimate of the value of the Product for which it is provided, plus or minus ten percent (10%); established in favor of and notified to Seller not less than five (5) Days prior to the first Day of the Loading Date Range for the shipment involved; and issued irrevocably and unconditionally by a bank satisfactory to Seller. Failure to comply with the foregoing payment provision shall be a breach by Buyer and shall give Seller the right to delay loading of the Product, suspend or cancel any cargo hereof, until such letter of credit is received by Seller or to terminate the Agreement and claim damages. If Seller delays the loading of any Vessel due to the above, Buyer shall be liable for any damage, cost, loss, expense or demurrage incurred. 4.3 Payment Expenses. Buyer shall bear all expenses and bank charges in connection with any payments made to Seller under the Agreement, including, without limitation, any costs of establishing and obtaining the letters of credit referred to in Article Failure to Make Payment. If Buyer fails to make any payment required to be made by it hereunder when and as the same shall become due and payable, then (in addition to all rights and remedies provided to Seller hereunder or otherwise) Seller shall have the right at its sole discretion to suspend further deliveries of Product (if any) under the Agreement until Buyer makes the required payment together with any accrued interest thereon or to terminate the Agreement effective immediately upon notice to Buyer.

9 Article 5: Confidentiality The parties agree that all information obtained in connection with the Agreement shall be treated as the confidential property of the disclosing party, and such confidential property shall not be disclosed without the consent of such disclosing party; provided, however, that the recipient of such confidential property may disclose such information pursuant to governmental, administrative or judicial requirements to which the recipient is subject if such disclosure is mandatory upon such party. The parties shall exercise their best efforts to have the information maintained as confidential when such disclosure is required. In the event that a party makes a disclosure of confidential information that is contrary to the provisions of this Article 5, the non-disclosing party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate the Agreement effective immediately upon notice to the disclosing party. This obligation shall be of a continuing nature and shall not be cancelled by the suspension or termination of the Agreement. Article 6: No Third Party Beneficiaries; Assignment Nothing in the Agreement is intended or shall be construed to confer upon or give to any person or entity any rights as a third party beneficiary of the Agreement or any part thereof. No party shall, without the prior written consent of the other, which consent shall not be unreasonably withheld, assign to any party, wholly or partially, any right or interest in the Agreement or delegate to any party any obligation thereunder. In the event of any such attempted assignment or delegation without the consent of the non-assigning party, the non-assigning party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate the Agreement effective immediately upon notice to the other party. The Seller may freely assign its collection rights under the Agreement to any Bank or financial institution in case of seeking for a guaranty of Buyer s payment obligations hereunder. The Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assignees. Article 7: Force Majeure 7.1 Relief from Liability. Neither party shall be liable for loss, damage, claims or demands of any nature arising out of delays or defaults in performance under the Agreement due to impediments beyond the reasonable control of such party ( Force Majeure ), which shall include, but not be limited to: acts of God or of the public enemy; floods or fire; hostilities or war (whether declared or undeclared); blockade; labour disturbances, strikes, riots, insurrections or civil commotion; quarantine restrictions or epidemics; electrical shortages or blackouts; earthquakes; tides, frosts, storms, bad weather or other acts of nature at the Loading Port or Discharge Port; accidents; closing or restrictions on the use of harbors, railroads, or pipelines; breakdown or injury to producing or delivering facilities; or interruption or curtailment of Seller's existing supply of Product for any Force Majeure event; or laws, decrees, Regulations, orders or other directives or actions of either general or particular application of any Government or any agency thereof or of a person or authority purporting to act therefor, or request of any such person or authority. It is expressly understood that Force Majeure shall not include any of the following events: (1) deterioration of a party s financial condition;

10 (2) changes in market conditions; (3) breach of any contract entered into by a party in connection with this Agreement. 7.2 Notice. Any party claiming Force Majeure shall promptly give notice in writing to the other party concerning the underlying circumstances of the particular causes of Force Majeure, and the expected duration thereof. The party claiming Force Majeure will also use commercially reasonable efforts to give the other party notice of termination of the event of Force Majeure and the date when performance is expected to resume. 7.3 Allocation by Seller. If, as a result of Force Majeure, Seller at any time does not have available a sufficient amount of Product to be sold by it to Buyer, Seller shall have the right to allocate in its sole discretion, but in a fair and reasonable manner, among its customers whose contracts are directly affected by the Force Majeure and Seller's own requirements, such Product as is available. Seller shall not be obligated to make up deliveries of Product to Buyer which have been prevented by a Force Majeure event nor shall be obligated to purchase Product from any party to sell to Buyer. 7.4 No Extension of Agreement. Except as otherwise stated herein, no curtailment or suspension of deliveries or acceptance of deliveries pursuant to this Article 7 shall operate to extend the period of the Agreement or to terminate the Agreement. 7.5 Payment for Product Sold and Delivered. Nothing in this Article 7 shall relieve Buyer of its obligation to pay in full for Product sold and delivered and to pay all other amounts due to Seller from Buyer under the Agreement. 7.6 Cancellation of Agreement. If sales and deliveries are suspended pursuant to this Article 7 and said suspension shall continue in excess of thirty (30) Days, the Agreement may be cancelled at the option of the affected party by giving written notice to the party invoking force majeure. Article 8: Limitation of Liability Neither party shall be liable for any consequential, indirect or special losses or damages of any kind arising out of or in any way connected with the performance of or failure to perform the Agreement, including, but no limited to, losses or damages resulting from shutdown of plants or inability to perform sales or any other contracts arising out of or in connection with the performance or nonperformance of the Agreement. Article 9: Governing Law and Arbitration The Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, U.S.A., without regard to its conflicts of law principles. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules then in effect. The place of the arbitration shall be New York City, New York, U.S.A. The number of arbitrators shall be three. Each party shall nominate a neutral and independent arbitrator, and the two so appointed shall appoint the third neutral and independent arbitrator, who

11 shall act as chairperson. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, then the third arbitrator shall be selected by the American Arbitration Association. The award shall be in writing, shall be signed by the majority of arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. The arbitration shall be governed by the U.S. Federal Arbitration Act, 9 U.S.C. 1 et seq. to the exclusion of any provision of state law inconsistent therewith or which would produce a different result, and judgment upon any award rendered may be entered by any court having jurisdiction thereof. SELLER AND BUYER EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY HAVE TO THE ARBITRABILITY OF ANY SUCH CONTROVERSIES OR CLAIMS, AND FURTHER AGREE THAT A FINAL DETERMINATION AND ANY SUCH ARBITRATION PROCEEDINGS SHALL BE CONCLUSIVE AND BINDING UPON EACH PARTY. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement reached by the parties. The Incoterms 2010 (and subsequent revisions) shall apply to the Agreement as supplementary provisions. In case of conflict, ambiguity or inconsistency between the provisions of the Agreement and Incoterms 2010 (and subsequent revisions), the provisions of the Agreement shall prevail. Any matters not specifically covered in the Agreement shall be dealt with in accordance with the custom and practice in the industry. Article 10: Representations and Warranties of the Parties Each of Buyer and Seller represent and warrant to the other that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation; (ii) the Agreement has been duly authorized by all necessary corporate or other action of Buyer or Seller, as the case may be; (iii) the Agreement constitutes the legal, valid and binding obligation of Buyer or Seller, as the case may be, enforceable against it in accordance with its terms; and (iv) none of Buyer's or Seller's directors, officers, employees, agents or subcontractors has given or will give any commission, payments, kickbacks, fee, rebate, gift, entertainment of significant value or any other things of significant cost, or produce any unfair advantage in favor of the other party, in connection with the Agreement. Article 11: Indemnity Seller and Buyer mutually covenant to protect, defend, indemnify and hold each other harmless including each other s directors, officers, employees, consultants, agents, affiliates and representatives from and against any and all claims, demands, suits, losses, expenses (including without limitation, costs of defense, attorneys' fees and interest), damages, fines, penalties, causes of action and liabilities of every type and character, including but not limited to personal injury or death to any person including employees of either party or loss or damage to any personal or real property, caused by, arising out of or resulting from the negligent or willful acts or omissions of such indemnifying party, its officers, employees, representatives or agents with respect to the purchase and sale of Product hereunder. In the event the parties are jointly and/or concurrently negligent, each party shall indemnify the other party to the extent of its negligent or willful acts or omissions.

12 Article 12: Compliance with Law Each party shall comply with all applicable federal, state, and local regulations, laws, executive orders, and/or rules applicable to the Agreement and the Product sold and/or purchased hereunder. Seller and Buyer shall maintain records that demonstrate compliance with the applicable laws, executive orders, and/or rules applicable to the Agreement. Seller and Buyer shall have the right to inspect and copy any and all such records of the other party at any reasonable time or times during normal business hours. Article 13: New or Changed Regulations It is understood by the parties that each party is entering into the Agreement in reliance on the laws, rules, statutes, regulations, decrees, agreements, concessions and arrangements (hereinafter called "Regulations") in effect on the date hereof with governments, government instrumentalities or public authorities affecting the Product sold/purchased hereunder, including, without limitation to the generality of the foregoing, those relating to the production, acquisition, sale, gathering, manufacturing, transportation, storage, trading or delivery of the Product, insofar as such Regulations affect the parties. In the event that at any time and from time to time during the term of the Agreement any Regulations are changed or new Regulations become effective, whether by law, decree, or regulation or by response to the insistence or request of any governmental or public authority or any person purporting to act therefore, and the material effect of such changed or new Regulation (a) is not covered by any other provision of the Agreement, and (b) has a material adverse economic effect upon either party, the affected party shall have the option to request renegotiation of the price or other pertinent terms in the Agreement. The said option may be exercised by the affected party at any time after such changed or new Regulation is promulgated, by written notice of desire to renegotiate, such notice to contain the new prices or terms desired by the affected party. If the parties do not agree upon new prices or terms within thirty (30) Days after the affected party gives such notice, the affected party shall have the right to terminate the Agreement at the end of the said thirty (30) Day period. Any Product lifted during such thirty (30) Day period shall be sold and purchased at the price and on the terms applying hereunder without any adjustment in respect of the new or changed Regulations concerned. Article 14: Material Safety Data Sheets Seller shall furnish Buyer, upon Buyer s written request, with Material Safety Data Sheets that provide warnings and safety and health information concerning the Product. Buyer shall be responsible for further distribution of said Material Safety Data Sheets as necessary. Nothing herein shall relieve the Buyer of its duties in relation to the safe and proper evaluation, storage, use, transport and disposal of the Product sold hereunder. Compliance with any recommendation included in the Material Safety Data Sheets or other safety information shall not excuse Buyer from complying with all applicable laws, statutes, regulations or decrees of any state or territory having jurisdiction over Buyer.

13 Article 15: Default Any of the following shall be considered a "Default" if, notwithstanding any other provision of the Agreement, either party (the "Non-Performing Party") shall: (a) fail to make payment in full if not cured within five (5) Days from written notice from the non-defaulting party; (b) fail to make timely delivery or take receipt, as applicable, of any Product sold or purchased hereunder in breach of the Agreement; (c) breach any representation, warranty or any other non-payment obligation under the Agreement, if not cured within forty-eight (48) hours from written notice from the non-defaulting party; (d) fail to provide adequate assurances as provide in the Agreement or in any applicable law; (e) repudiate or wrongfully cancel the Agreement; (f) become bankrupt or insolvent, however evidenced, or be unable to pay its debts as they fall due; (g) file a petition or otherwise commence a proceeding under any bankruptcy, insolvency or similar law, or have any such petition filed on proceeding commenced against it; and/or (h) have a liquidator, administrator, receiver or trustee appointed with respect to it or any substantial portion of its property or assets. In any such event of Default, the non-defaulting party shall have the right on prior written notice to the Non-Performing Party (except in the case of default specified in clauses (f) through (h) in the paragraph above, in which case no notice is required), to: (i) suspend performance under the Agreement until such Default is remedied, including but not limited to, withholding any delivery of Product or refusing to load any Vessel, whether or not such nomination has been accepted; (ii) terminate the Agreement and/or proceed against the Non-Performing Party for damages occasioned by its failure to perform; (iii) if the Non-Performing Party is the Buyer and the Seller has delivered Products to Buyer under the Agreement, the Seller may take possession of the Products and/or collect upon any security provided on behalf of Buyer; (iv) in the case of a Default under clauses (f) through (h) above, setoff or aggregate as appropriate, all other amounts then owing between the parties hereunder, so that all such amounts are aggregated and/or netted to a single liquidated amount payable by one party to the other under the Agreement. The net amount due after such liquidation shall be paid by the close of business on the next Business Day. The performing party's rights under this Article shall be in addition to, and not in limitation or exclusion of, any other rights which the performing party may have (whether by agreement, operation of law or otherwise) including, but not limited to the sale to a third party of the Product which is the subject of the Agreement. The Non-Performing Party shall indemnify and hold the performing party harmless form all costs and expenses (including reasonable attorneys' fees) incurred in the exercise of any remedies hereunder.

14 Article 16: Merger The Agreement is a complete and exclusive statement of all terms and conditions governing the purchase and sale of the Product and supersedes all prior communications between the parties and any broker confirmation concerning the subject matter or in consideration hereof. Except as otherwise agreed hereunder, no prior contract or course of dealing between the parties and no statement of any agent, employee or representative of Buyer or Seller made prior to the execution of the Agreement, shall be admissible in construing the terms of the Agreement. For the avoidance of doubt, any repetition in a Confirmation of any Article or any part of such Article of these General Terms shall be for emphasis only and shall not by reason of such repetition exclude any other part of such Article or any other Article or any part thereof of these General Terms. Article 17: No waiver; Cumulative Remedies Except as specifically provided in the Agreement, no failure or delay on the part of either party in exercising any right, power or remedy hereunder and no course of dealing between Seller and Buyer shall operate as a waiver by either party of any such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Without prejudice to this Article 17 and except to the extent otherwise expressly provided in the Agreement, all rights, powers and remedies provided hereunder are cumulative and not exclusive of any other rights, powers and remedies provided by law or otherwise. Except as required by the Agreement, no notice or demand by one party in any case shall entitle the other party to any other or future notice or demand in similar or other circumstances or constitute a waiver of the right of the first party to take other or further action in any such circumstances without notice or demand. Article 18: Amendments and Waivers Any amendment, modification or supplement of the Agreement must be made upon the express written agreement of both parties, and any waiver of any provision of the Agreement by either party must be upon the express written agreement of such party. Article 19: Severability of Provisions The invalidity, illegality or unenforceability of any one or more of the provisions of the Agreement shall in no way affect or impair the validity and enforceability of the remaining provisions thereof. Should any provision hereof be finally determined to be inconsistent with or contrary to applicable law, such provision shall be deemed amended or omitted to conform therewith without affecting any other provision hereto or the validity of the Agreement.

15 Article 20: Recording of Conversations Each party (i) consents to the recording of telephone conversations between the trading, operations, marketing and other relevant personnel of the parties in connection with the Agreement or any potential transaction between the parties, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any legal proceedings. Article 21: Notices Except as otherwise provided, all notices, consents, and other communications under the Agreement required to be in writing shall be deemed to have been duly given (i) when delivered in person, (ii) when received by (with receipt confirmed), (iii) when received by the addressee if sent by certified mail, or other express delivery service (courier service) receipt requested, (iv) when received by fax (with acknowledgement of receipt) or (v) by any other means as the parties may agree from time to time, in each case to the appropriate address as designated by the parties. All notices under the Agreement received after 17:00 hours receiving party's local time shall be deemed received 08:00 hours receiving party's local time the following Business Day. Article 22: Headings and References. All headings used in the Agreement are for convenience only and shall not affect the construction or interpretation of any of the terms hereof. Unless otherwise specified, all references herein to Articles and Exhibits are to the Articles and Exhibits of the Agreement. Article 23: Taxes Seller shall be liable for and shall report and pay (as required under applicable law) to the applicable taxing authority any and all taxes with respect to the Product delivered hereunder, the taxable incident of which occurs before or at the transfer of title to the Product to Buyer. Buyer shall be liable for and shall report and pay (as required under applicable law) to the applicable taxing authority any and all taxes with respect to the Product delivered hereunder, the taxable incident of which is the transfer of title or the delivery of the Product hereunder or the taxable incident of which occurs after the transfer of title to the Product to Buyer, regardless of the character, method of calculation or measure of the levy or assessment. Seller (or its supplier, as applicable) shall be the exporter of record for Product shipped from the U.S. or any other country of export. Consequently, as between the parties, Seller shall bear any and all duties or taxes imposed by any government or political subdivision or taxing authority thereof by reason of exportation of the Product out of the U.S. or any other country of export, as well as costs of carrying out of customs formalities in the country of export. If any ad valorem or personal property taxes apply with respect to the Product, the Party having title to the Product at the time such tax applies shall be responsible for payment and reporting (as required under applicable law) of such taxes.

16 For purposes of this Agreement, the term "taxes" means any and all foreign, federal, state and local taxes, duties, fees and charges of every description, including all motor fuel, excise, VAT, special fuel, environmental, spill, gross earnings or gross receipts and sales and use taxes, however designated, paid or incurred, in accordance with applicable law, with respect to the purchase and sale, storage, use, transportation, resale, importation or handling of the Product hereunder; provided, however, that "taxes" does not include: (i) any income withholding tax or tax imposed on or calculated based upon net profits, gross or net income, profit margin or gross receipts, (ii) any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital stock taxes or the like; (iii) business license or franchise taxes or registration fees; or (iv) any ad valorem or personal property taxes. Article 24: Origin and Destination of Product; Vessel not restricted under trade sanctions regulations 24.1 Origin of the Product. Seller warrants that the Product delivered under this Agreement shall not be produced by, originate or be shipped from any country subject to U.S. or European Union trade sanctions and/or any country, person or entity with whom Seller is prohibited from trading. Seller shall provide Buyer with a certificate of origin for the Product. It is a condition of this Agreement that the Seller complies with its obligations under this Article. In the event that the Seller is in breach of its obligations hereunder in whole or in part, Buyer shall be entitled to reject the Product and claim damages Destination of the Product. Buyer warrants that it shall not cause or permit the Product purchased under this Agreement to be shipped directly or indirectly through or to, or be resold, exchanged or otherwise supplied to any country, government, governmental entity or national thereof subject to U.S. or European Union trade sanctions or any country, government, governmental entity or national thereof with whom U.S. or European Union persons are prohibited from trading or dealing under U.S. or European Union law. Upon Seller s request, Buyer agrees to notify Seller of the final destination of the Product and provide Buyer with relevant documentation adequate to verify such destination. It is a condition of this Agreement that Buyer complies with its obligations under this Article. In the event that Buyer is in breach of any of the provisions of this Article, in whole or part, Seller shall be entitled to terminate this Agreement immediately without any liability to Seller, and Buyer shall hold Seller harmless and indemnify Seller for any damages, losses, costs, fines or penalties incurred by Seller resulting from Buyer s breach. Article 25: Relationship of the Parties The parties are independent entities and nothing contained in the Agreement shall be deemed or construed as creating a relationship of partnership, association, principal and agent or joint venture by or between the parties. The parties shall have no right or authority to assume or create any obligation or responsibility on behalf of the other party or to bind the other party in any manner whatsoever.

17 Article 26: Attachments Attached hereto as Exhibit A to the General Terms and incorporated by reference herein, are PMI s Marine Provisions and as Exhibit 1 the Letter of Indemnity. Article 27: Anti-corruption (i) (ii) (iii) (iv) (v) Buyer and Seller each warrant and undertake to the other that in connection with this Agreement and its performance thereof, they will each respectively comply with all applicable laws, regulations, rules and requirements of the Mexican, U.S., or any other relevant jurisdiction applicable to such party relating to anti-bribery, anti-corruption or anti-money laundering and that each shall respectively take no action which would subject the other to fines or penalties under such laws, regulations, rules or requirements. Buyer and Seller each represent, warrant and undertake to the other that they shall not, in connection with this Agreement and its performance thereof, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of any monies or other things of value, or produce any unfair advantage in favor of the other party, in violation of any laws, regulations, rules or requirements of any relevant jurisdiction applicable to such party relating to antibribery, anti-corruption or anti-money laundering, to: (a) a government official or any officer or employee of a government or any department, agency or instrumentality of any government; (b) an officer or employee of a public international organization; (c) any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization; (d) any political party or official thereof, or any candidate for political office, or (e) any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities. Each party represents and warrants to the other party that itself, its directors, officers, employees, agents or subcontractors, have not made any payments or given anything of value to officials, officers or employees of the government of the country in which the Product originated or any agency, department or instrumentality of such government in direct connection with the Product which is the subject of this Agreement which would be inconsistent with or contravene any of the above-referenced legislation. Buyer and Seller shall in connection with this Agreement (a) abide the principles of transparency, honesty and impartiality and (b) shall report to each other any corruption act related to this Agreement by any party s directors, officers, employees, agents or subcontractors, they are aware of or that is being under investigation of any applicable authority. Buyer and Seller each warrant and acknowledge that PMI is bounded in its commercial transactions by the principles contained in a Code of Conduct, which has been read by the parties as published in

18 The parties agree to comply with PMI s Code of Conduct during the term of the Agreement, to the extent permitted by any applicable law. For the purposes of this Article, the term unfair advantage includes but is not limited to a party obtaining an advantage in the conduct of business that other persons do not obtain and that such unfair advantage is obtained by virtue of, directly or indirectly, paying, offering, giving or promising to pay or authorizing the payment of any monies or other things of value to officials of the other party.

19 Exhibit A MARINE PROVISIONS Article 1: General and Definitions. Except where specifically provided otherwise in the Confirmation, these Marine Provisions shall govern as to the matters covered herein. Words or terms which are not defined herein but which are defined in the General Terms shall have the meaning that the General Terms give to such words or terms. As used in these Marine Provisions: All Fast shall mean at such time as the Vessel is completely moored at the Cargo Transfer Point. Cargo Transfer Point shall mean the place designated in the Confirmation for delivery of the Product by one party to the other, which place may be a berth, dock, anchorage, marine terminal including alongside lighters or other vessels. ETA shall mean, in the case of FOB deliveries, the estimated time of arrival of a Vessel at the Loading Port; and in the case of CFR, CIF and DAP deliveries means the estimated time of arrival of the Vessel at the Discharge Port. Inland Vessel shall mean a Barge or tug not certified for ocean-going service which carries Product on the inland waterways of any country; and which may include any combination of barges or tugs with the ability to function as a single unit. Laydays shall mean the period set out in the Confirmation, or as further narrowed or modified by agreement between the parties, which designates the time period during which the Terminal Party is scheduled to deliver the Product to the Vessel Party or the Vessel Party is scheduled to deliver the Product to the Terminal Party, as applicable, according to the Incoterm stated in the Confirmation. For purposes of CFR/CIF deliveries, the Terminal Party and the Vessel Party may agree by specifying in the Confirmation that the Laydays are given for the sole purpose of calculating laytime and demurrage, and shall not be construed as establishing a guaranteed date of arrival or delivery at the Cargo Transfer Point. Marine Provisions shall mean these Marine Provisions which constitute Exhibit A to the General Terms. Ocean-Going Vessel shall mean a tanker or ocean going Barge (including any combination of ocean going barges with the ability to function as a single unit).