SUPPLY AGREEMENT

BETWEEN

SWIPE GHANA LIMITED

C470/26, Abotsi Street
East Legon - Accra

AND

EVERPURE GHANA LIMITED

P.O. BOX CS8140
TEMA, GHANA
THIS AGREEMENT is made the 14 /05 /2015 (hereinafter referred to as the “Effective Date”)
BETWEEN SWIPE Ghana Limited a company registered under the laws of the Republic of
Ghana and having its registered office situated at C470/26, Abotsi Street, East Legon – Accra acting
per its lawful attorney Nii Ayitey Cudjoe (hereinafter referred to as the “Supplier” which expression
shall where the context so requires or admits include its Successors-in-title and Assigns) of the one
part, and Everpure Ghana Limited (hereinafter referred to as the “Purchaser”) a company
registered under the laws of the Republic of Ghana and having its registered office at Tema
Community 9,P.O. Box CS 8140,Accra-Ghana, acting per its lawful representative Philip
Amendah of the other part.

WHEREAS:

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

distributing and selling petroleum products.

ii. The Purchaser is engaged in the business of Trading

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

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION

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

1.2 In this Agreement, unless the context requires:

“Supplier” shall mean SWIPE Ghana Limited and shall include its respective representatives, agents
and assigns.

“Purchaser” shall mean Everpure Ghana Limited and shall include its respective representatives,
agents and assigns.

“Site” shall mean the Purchaser’s site at Tema Community 9 Light Industrial Area.

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

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

With respect to the Supplier:

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

With respect to the Purchaser:

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

ii. Failure to take delivery of Fuel supplied by the Supplier.
iii. Taking of fuel from another Supplier within the duration of this agreement

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

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

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

2. SUPPLY, PURCHASE & TRANSPORTATION OF FUEL

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

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

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

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

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

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

2.8 The Purchaser shall take delivery of the fuel supplied under this Agreement ONLY for the
fuelling of its trucks, in the event that the Purchaser delivers the said fuel to any bulk
distributor clients, the Purchaser shall be in breach of this Agreement, and the Supplier shall
be liable to either the Purchaser or any such bulk distributor clients.

3 TERMS OF AGREEMENT

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

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

4. PRICE & PAYMENT OF FUEL

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

4.2 The Supplier shall grant the Purchaser a discount of GHC 0.07 on every liter of Fuel sold to
the Purchaser.

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

4.4 Payment shall be made 14days upon receipt of products

4.5 A Guarantee will be issued to the Supplier based on your weekly consumption

5.1 Where the Purchaser elects to make payment by cheque, then in the event where a cheque is
dishonoured, the following shall apply; where the cheque is dishonoured upon;

i. 1st presentment, there shall be no penalty charges applied;

ii. 2 presentment, the Purchaser shall be charged One Hundred Ghana Cedis (GHC
nd

100.00);
 iii. 3 presentment, the Purchaser shall be charged 10% of the value of the cheque;
rd

5.2 Any outstanding sums on the purchaser’s account shall attract interest to be calculated at the
Treasury bill rate at the end of each month.

5.3 Any such payments and penalties, including any accrued interests shall be paid by Bankers
draft.

5.4 In the event that the Purchaser defaults in the payment of any sums of money as agreed
herein, such sums of money shall attract an interest per day, calculable at the prevailing
borrowing rate of the Bank of Ghana.

6. PROVISION AND MAINTENANCE OF FUEL DEPOT

2.1 The Purchaser shall be responsible at its own cost, for the maintenance of the Fuel
Storage depot.

7. OWNERSHIP & RISK

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

8. FORCE MAJEURE

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

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

10. ASSIGNMENT

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

11. TERMINATION

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

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

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

9.4 Insolvency, bankruptcy or liquidation of either Party;

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

10. NOTICE

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

10.2 Where any communication between the Parties is executed by electronic mail or facsimile, a
hard copy shall be sent to the receiving Party no later than four (4) days after initial
communication.

11. VARIATION, ENTIRE AGREEMENT, AMENDMENT & WAIVER

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

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

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

12. GOVERNING LAW

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

13. DISPUTE RESOLUTION

Any dispute between the Purchaser and the Supplier arising out of or relating to this Agreement shall
be resolved in an amicable manner failing which the Parties shall resort to the courts of Ghana for
redress.

14. CONFIDENTIALITY

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

14.2 It is hereby provided that a Party may make disclosures to the extent they are required by
applicable law provided the disclosing Party provides the non-disclosing Party with as much
notice as possible, and shall take all reasonable steps to preserve confidentiality as permitted
by law.

14.3 The Parties hereby agree that a Party may also make disclosures, to its Affiliates,
Subsidiaries or its professional representatives or consultants if such Affiliate, Subsidiary,
professional representative or consultant, as the case may be, agrees in writing to treat the
disclosed information as proprietary and confidential.
IN WITNESS WHEREOF the Parties hereto have unto set their hands and seal the day and year
first above written.

SIGNED by Nii Ayitey Cudjoe

Lawful Representative for
the Supplier

In the presence of:

Signature:

Name:

Address:

SIGNED by: Philip Amendah

Lawful Representative for
the Purchaser

In the presence of:

Signature:

Name:

Address: