GENERAL TERMS AND CONDITIONS
Triton Global Petroleum Limited (“TGP”)
Effective February 6, 2009


1. Application. The following terms and conditions shall apply to all purchases of jet fuel between Customer and TGP.
2. Pricing. Pricing and other charges for jet fuel shall be established from time to time by TGP. If not agreed upon at the time of request, prices for jet fuel shall be determined by TGP in its reasonable discretion.
3. Taxes. Customer shall also pay to TGP all governmental taxes, excises, duties and/or other charges now or hereafter assessed, imposed or levied relative to Customer’s purchase of jet fuel. 4. Payments. All payments to TGP shall be in US Dollars.
5. Invoices. Unless disputed in writing by Customer within 45 days of the invoice date, all invoices shall be deemed correct and accepted by Customer. All disputes shall be forwarded to TGP by hand delivery or fax. No dispute shall relieve Customer of its obligation to timely pay undisputed portions of the invoice.
6. Force Majeure. TGP shall not be required to perform any obligation to Customer if TGP’s performance is delayed or precluded by one or more conditions beyond TGP’s reasonable control. TGP shall promptly inform Customer of any such condition. In no event shall such condition excuse Customer’s payment for jet fuel that has been provided to Customer.
7. Delivery, Title, and Risk of Loss. All sales of jet fuel shall be either “Into Wing” or “Into Storage” transactions. As used hereunder, “Into Wing” means that (a) the jet fuel shall be delivered into the fuel tanks of Customer’s aircraft and (b) title to and risk of loss for the jet fuel delivered hereunder shall pass from TGP to Customer after the jet fuel has passed through the connecting hoses into the fuel tanks of such aircraft. As used in this Contract, “Into Storage” means that (a) the jet fuel shall be delivered into storage into the appropriate storage tank(s) at or near the designated airport and (b) title to and risk of loss for the jet fuel delivered hereunder shall pass from TGP to Customer after the jet fuel has passed through the connecting hoses into the appropriate storage tank(s).
8. Disclaimer of Warranty/Limitation of Liability. TGP MAKES NO WARRANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY JET FUEL SOLD TO CUSTOMER HEREUNDER. TGP EXPRESSLY DISCLAIMS AND HEREBY WAIVES ALL WARRANTIES, GUARANTEES, OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES WITH RESPECT TO SAID, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (a) AN IMPLIED WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE OR (c) ANY IMPLIED WARRANTY OF FITNESS. UNLESS CAUSED SOLELY BY TGP’S GROSS NEGLIGENCE OR INTENTIONAL ACT, TGP SHALL HAVE NO LIABILITY TO CUSTOMER RELATIVE TO ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND OR CHARACTER, ATTRIBUTABLE TO THE JET FUEL. IN NO EVENT SHALL GP BE LIABLE TO CUSTOMER FOR EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS. IT SHALL BE THE RESPONSIBILITY OF CUSTOMER TO MAKE ANY AND ALL INSPECTIONS AND INVESTIGATIONS AS CUSTOMER DEEMS NECESSARY TO ASCERTAIN THE INTEGRITY, FITNESS OR SUITABILITY OF JET FUEL HEREUNDER.
9. Third Party Providers. TGP has developed and continues to develop a worldwide network of persons and entities to provide jet fuel requested by Customer (“Third Party Providers”). Third Party Providers are independent contractors and TGP does not have the right to supervise and does not supervise details of their operations. TGP shall not be liable for the acts and omissions of any such Third Party Providers. TGP’s sole obligation shall be to use ordinary care in the selection of any such Third Party Providers.
10. Indemnity. EXCEPTING ONLY CLAIMS ATTRIBUTABLE SOLELY TO TGP’S GROSS NEGLIGENCE OR INTENTIONAL ACT, CUSTOMER SHALL INDEMNIFY AND HOLD GP HARMLESS FROM ANY AND ALL CLAIMS OF ANY KIND OR CHARACTER AGAINST TGP ATTRIBUTABLE, DIRECTLY OR INDIRECTLY, TO JET FUEL SOLD TO CUSTOMER.
11. Export Control. CUSTOMER EXPRESSLY AGREES NOT TO RE-EXPORT AND SHALL NOT DIRECTLY OR INDIRECTLY RELEASE OR MAKE AVAILABLE ANY JET FUEL SOLD TO CUSTOMER FROM TGP TO ANY RESTRICTED COUNTRY OR ENTITY OR FOR USE IN SERVICING EQUIPMENT OWNED, CONTROLLED OR USED BY MILITARY OR POLICE ENTITIES.
12. Reformation. If any provision hereunder is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired. Moreover, the parties hereby agree that any invalid provision shall be reformed so as to be valid and enforceable so as to achieve as nearly as possible the purpose and intentions of the parties.
13. Exclusive Benefit. The jet fuel sold to Customer hereunder is for the sole and exclusive use of Customer. Customer may not transfer any such jet fuel to any third party or allow any third party to access or use such jet fuel.
14. Arbitration/Governing Law. Any and all disputes, controversies, or claims arising out of or relating to Customer’s purchase of jet fuel, including without limitation, claims based on contract, tort, or statute, shall be determined by binding arbitration in Commonwealth of the Bahamas. In rendering the award, the courts will determine the rights and obligations of the parties in accordance with the substantive law of the Commonwealth of the Bahamas as though acting as a court in a civil action in the Commonwealth of the Bahamas. Either party, as the demanding party, may initiate arbitration by giving the other party a written demand for arbitration (the “Demand”). The Demand shall contain a statement of the demanding party's position as to the matters in dispute, the amount of the claim, and the remedy sought. The other party, as the responding party, shall file a response (the “Response”) within ten days from his receipt of the Demand. The Response shall contain a statement of the responding party's position as to the matters in dispute, including any defenses and/or cross-claims. Within seven days from his receipt of the Response, the demanding party shall file a reply as to any cross-claims in the Response. The initial arbitrator shall be designated and identified by the demanding party in the Demand. The second arbitrator shall be designated by the responding party in the Response. Within ten business days from the date the Response is served, the two arbitrators so selected shall select the third arbitrator. If the two arbitrators fail to agree on the selection of a third arbitrator, any party or arbitrator may apply to the Commonwealth of the Bahamas to select the third arbitrator. Any decision on an issue submitted to arbitration may be made by a majority of the arbitrators. The arbitration proceedings shall commence within 90 days from the date all arbitrators are appointed. Any arbitrator appointed hereunder must agree, as a condition of service, that the arbitration proceedings will be commenced within said time period. If a party fails or refuses to appear or participate in the arbitration, or in any portion of the arbitration, after having been given notice and opportunity to participate as provided in this agreement, the arbitration will proceed and the arbitrators may render a final award on the basis of the evidence presented by the participating party. If the responding party fails to file a Response or designate a second arbitrator, these proceedings may be conducted before the initial arbitrator whose findings shall be binding. An award rendered under such circumstances is valid and enforceable as if all parties had participated fully. Each party shall be solely responsible for the fees and costs of the arbitrator selected by the party and [ii] equally responsible for the fees and costs of the third arbitrator. After the arbitrators are selected, any party may apply to the arbitrators for a temporary restraining order, preliminary injunction, or any other provisional or interim relief available under the Commonwealth of the Bahamas. The arbitrators have the power to issue interim relief to the same extent as the Commonwealth of the Bahamas court in a civil action. The parties agree that there is no adequate remedy at law for breach of any order for interim relief granted by the arbitrator under this agreement. In case of such a breach by either party, the other party may bring an action to seek specific enforcement of the arbitrator's order in any court of law having jurisdiction of the action. The arbitration award shall be in writing, signed by the arbitrators and shall be in the form of a written, reasoned opinion setting forth the arbitrator's findings of fact and conclusions of law. The arbitrators may, in their discretion, award reasonable attorney fees to the prevailing party. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties.
15. Amendments. TGP may amend these terms and conditions at any time. Customer shall be provided with a copy of such amended terms and conditions, which shall apply to all subsequent transactions with TGP.